Business and Purpose of the LLC Clause Samples

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Business and Purpose of the LLC. (a) Notwithstanding anything to the contrary in this Agreement or the Loan Documents, the sole business purpose of the LLC (the “Business of the LLC”) is solely: (i) to acquire, own, develop, renovate, operate, lease and manage the Property, and perform the obligations of the LLC related thereto; (ii) to mortgage, encumber, pledge, refinance, sell and dispose of the Property to the extent permitted under the Loan Documents; (iii) without limiting the generality of the provisions of the preceding clause (i), to obtain the Loan, to enter into the related Loan Documents and to perform its obligations thereunder.; and (iv) in furtherance of the foregoing business purpose, to exercise all of the powers now or hereafter conferred under the Act that are incidental, necessary or appropriate to accomplish the foregoing, including, without limitation, contracting for necessary or desirable services of attorneys, accountants and other professionals. (b) The LLC is hereby authorized to execute, deliver and perform, and the Managing Member and/or any Officer on behalf of the LLC is hereby authorized to execute and deliver, the Loan Agreement and the Loan Documents with respect thereto, and to perform its obligations thereunder, and any documents executed in connection with the acquisition of the Property and all other documents, agreements, deeds of trust, mortgages, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of the Member, any Officer or other Person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of the Managing Member or any Officer to enter into other agreements on behalf of the LLC.
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Business and Purpose of the LLC. The purpose of the LLC is to engage in any lawful activities for which a LLC may be organized under the Statute, including, but not limited to, the acquisition and leasing of the Facilities; provided that the LLC shall not conduct any banking, insurance or trust company business. Notwithstanding the foregoing, for so long as any indebtedness remains owed by the LLC to Nomura Asset Capital Corporation or its successors or assigns (collectively, "Lender") the LLC: (i) will be organized solely for the purpose of owning or operating the Facilities, (ii) will not engage in any business unrelated to the ownership or operation of the Facilities, (iii) will not have any assets other than those related to the Facilities, (iv) will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation or merger, and, except as otherwise expressly permitted by the loan documents between Lender and the LLC (the "Loan Documents"), has not and will not engage in, seek or consent to any asset sale, transfer of membership interests, or amendment of its certificate of formation or operating agreement, (v) will have at least one member that is and will be a Single-Purpose Entity which is and will be a corporation, which corporation will be G&L HAMPDEN, INC., a Delaware corporation ("Hampden"), and Hampden is and will be the Manager of the LLC, (vi) without the unanimous consent of all the Members including the vote of the independent director of Hampden, has not and will not with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest (a) file a bankruptcy, insolvency or reorganization petition or otherwise institute insolvency proceedings or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally; (b) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for such entity or all or any portion of such entity's properties; (c) make any assignment for the benefit of such entity's creditors; or (d) take any action that might cause such entity to become insolvent, (vii) will maintain its accounts, books and records separate from any other person or entity (viii) will maintain its books, records, resolutions and agreements as official records; (ix) will not commingle its funds or assets with those of any other entity, (x) will conduct its business in its name,
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Business and Purpose of the LLC. The purpose of the LLC is to engage in any lawful activities for which a limited liability company may be organized under the Statute, provided that the LLC shall not conduct any banking, insurance or trust company business. Specifically, the LLC has been formed to develop and procure oil, gas and mineral rights in Somaliland.
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Business and Purpose of the LLC. The purpose of the LLC is to engage in any lawful activities for which a limited liability company may be organized under the Statute, provided that the LLC shall not conduct any banking, insurance or trust company business. Specifically, the LLC has been formed to undertake real estate development.
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Business and Purpose of the LLC. The purpose of the LLC is to operate and pursue, and the LLC shall operate and pursue, the ▇▇▇▇.▇▇▇ Business, directly or indirectly through Subsidiaries, and to expand its activities as management and the Board of Managers deem necessary or appropriate to advance its business or value as an Internet Financial Service (as such term will be defined in the Brand Integration and License Agreement among NBC, CNBC, Inc. and the LLC), including without limitation by (i) adding additional product features; (ii) expanding into international markets; (iii) expanding into alternate platforms and delivery technologies (e.g., WebTV, consumer devices, etc.); and (iv) forming alliances with or pursuing acquisitions of content providers, distributions, technology providers, competitors and others, and related businesses (collectively, the "BUSINESS OF THE LLC").
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Business and Purpose of the LLC. The purpose of the LLC is to operate and pursue the Snap! Business, directly or indirectly through Subsidiaries, and to expand its activities as management and the Board of Managers deem necessary or appropriate to advance its business or value as a General Internet Portal Service (as defined in the Preferred Carriage Agreement (as defined in the Contribution Agreement)), including without limitation by (i) adding additional product features such as web page hosting, HTML mail, instant messaging, specialized searching, etc.; (ii) expanding into international markets; (iii) expanding into alternate platforms and delivery technologies (e.g., WebTV, consumer devices, etc.); and (iv) forming alliances with or pursuing acquisitions of content providers, distributions, technology providers, competitors and others, and related businesses (collectively, the "BUSINESS OF THE LLC"). In connection with the foregoing, the LLC will seek to maximize its value to its equity owners by capitalizing on the resources of NBC and CNET, but without sacrificing the interests of the LLC to the interests of NBC or CNET.
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Business and Purpose of the LLC. 2.6.1 The business purpose of the LLC (the “Business of the LLC”) is limited solely to engaging in the following activities: (a) Acquiring through the Property Owning Subsidiary the Property and to, directly or indirectly, own, hold, lease, improve, renovate, develop, redevelop, finance, sell, transfer, exchange, operate and manage the Property; and (b) transacting any and all lawful business for which a limited liability company may be organized under the Act that is incident, necessary or appropriate to accomplish the foregoing including, contracting for necessary or desirable services of attorneys, accountants and other professionals. 2.6.2 The LLC shall not commingle its funds with those of any Affiliate or any other Person. Funds and other assets of the LLC shall be separately identified and segregated. All of the LLC’s assets shall at all times be held by or on behalf of the LLC, and, if held on behalf of the LLC by another entity, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the LLC. The LLC shall maintain its own separate bank accounts, payroll and books of account. 2.6.3 The LLC shall pay from its own assets (including contributions by the Members) all obligations of any kind incurred by the LLC. 2.6.4 The LLC shall take all appropriate action necessary to ensure its existence as a limited liability company in good standing under the laws of the State of Delaware and shall otherwise comply with all formalities required by the Act. 2.6.5 The LLC shall at all times hold itself out to the public (including any Affiliate’s creditors) as a separate and distinct entity operating under the LLC’s own name, and the LLC shall act solely in its own name and through its own authorized agents, and the LLC shall correct any known misunderstanding regarding the LLC’s status as a separate and distinct entity.
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Related to Business and Purpose of the LLC

  • Formation and Purpose Promptly following the Effective Date, the Parties shall confer and then create the JSC and the IPC, and, optionally, create one or more of the other Committees listed in the chart below. Each Committee shall have the purpose indicated in the chart. To the extent that after conferring both Parties agree to not create a Committee (other than the JSC and the IPC), the creation of such Committee shall be deferred until one Party informs the other Party of its then desire to create the so-deferred Committee, at which point the Parties will thereafter promptly create the so-deferred Committee. Joint Steering Committee (“JSC”) Establish projects for the Bacteriophage Program and establish the priorities, as well as approve budgets for such projects. Approve all subcommittee projects and plans (except for decisions of the IPC). The JSC shall establish budgets not less than on a quarterly basis. Chemistry, Manufacturing and Controls Committee (“CMCC”) Establish project plans and review and approve activities and budgets for chemistry, manufacturing, and controls under the Bacteriophage Program. Regulatory Committee (“RC”) Review and approve all research and development plans and projects, including clinical projects, associated with any necessary regulatory approvals, all associated publications, and all regulatory filings and correspondence relating to gaining regulatory approval for new Ampliphi Products under the Bacteriophage Program; and review and approve itemized budgets with respect to the foregoing. Commercialization Committee (“CC”) Establish project plans and review and approve activities and budgets for Commercialization activities under the Bacteriophage Program. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Intellectual Property Committee (“IPC”) Evaluate all intellectual property issues in connection with the Bacteriophage Program; review and approve itemized budgets with respect to the foregoing.

  • Scope and Purpose 1.01 This document is intended to set out general guidelines and principles regarding child welfare sector integrations during the term of this agreement which are mandated by the Ministry and for which local Human Resources Adjustment Plans (HRAP) are required to be negotiated. Subject to the following terms, these principles will serve as the framework for the treatment of bargaining unit employees and will apply to subsequent negotiations with unions, as may be required, as part of an integration arising within the context of the Ontario Labour Relations Act (OLRA) or PSLRTA, whichever is applicable. 1.02 Employees who may be impacted by an integration are valued and are to be treated fairly and respectfully. The parties agree that they will make reasonable efforts to reduce any negative affect on employees as a result of an integration in accordance with the following.

  • Introduction and Purpose Introduction • Neighbourhood Development Plans • Neighbourhood Development Orders

  • Purpose of the Company The purpose of the Company shall be to engage in any lawful business the Company may undertake. In furtherance of its purposes, but subject to the provisions of this Agreement, the Company shall have all powers necessary and appropriate for the accomplishment of such purposes that are conferred to limited liability companies under the Act.

  • INTENT AND PURPOSE The Employer and the Union each represent that the purpose and the intent of this Agreement is to promote cooperation and harmony, to recognize mutual interests, to provide a channel through which information and problems may be transmitted from one to the other, to formulate rules to govern the relationship between the Union and the Employer, to promote efficiency and service, and to set forth herein the basic agreements covering rates of pay, hours of work, and conditions of employment.