FORMATION MATTERS Sample Clauses

The 'Formation Matters' clause defines the requirements and conditions necessary for a contract to be considered legally formed and binding between the parties. It typically outlines the essential elements such as offer, acceptance, consideration, and mutual intent, and may specify the manner in which agreement must be communicated or documented. By clarifying these foundational aspects, the clause ensures that both parties understand when their obligations begin, reducing the risk of disputes over whether a valid contract exists.
FORMATION MATTERS. 16 2.1 Formation of Limited Liability Company 16 2.2 Filings 16 2.3 Limited Liability Company Name 16 2.4 Principal Office 16 2.5 Term of Company 17 2.6 Name, Address and Designation of Managers and Members 17 2.7 Agent for Service of Process 17 2.8 Agreement, Effect of Inconsistencies with the Law 17 2.9 Entity Declaration 17 3.1 Purposes of the Limited Liability Company 18 3.2 Powers of the Company 18 4.1 Capital Contributions by Members 18 4.2 Cash and Property Contributions by Unit Holders 18 4.3 Non-Capital Contribution 19 4.4 Withdrawal of Capital 19 4.5 Interest 19 4.6 Liabilities of Managers for Contributions 19 4.7 Maintenance of Capital Accounts 19 4.8 Additional Contributions 20 4.9 Revaluation of Company Property 21 5.1 Allocations of Net Gains 22 5.2 Allocation of Net Losses 22 5.3. Syndication Expenses 22 5.4 Special Allocations 22 5.5 Other Allocation Rules 23 5.6 Accounting Policy; Fiscal Year 24 5.7 Books and Records 24 5.8 Banking 24 5.9 Compensation of Managers and Affiliates 24 EXHIBIT 2 to Offering Circular/Opening Night Enterprises, LLC/Operating Agreement i 5.10 Unit Holder Compensation 25 5.11 Taxes of Taxing Jurisdictions 25 5.12 Cash Method of Accounting 25 DISTRIBUTIONS 25 6.1. Distributions 25 6.2 Distributions in Liquidation 27 6.3 Governmental Withholding 27 6.4 Liability upon Wrongful Distribution 27
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FORMATION MATTERS. 2.1. Formation
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FORMATION MATTERS 
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Related to FORMATION MATTERS

  • Transition Matters The Consultant shall render such ------------------ services to Purchaser as the Consultant and the President of the Purchaser (or his designee) shall mutually agree with respect to (i) Purchaser and Company business matters relating to the transition period prior to and following the Merger and (ii) integration of the business of the Company with the business of Purchaser.

  • Union Matters An accurate list and description (in all material respects) of all union contracts and collective bargaining agreements of TBAY, if any. (Schedule Q.)

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • Certain Litigation Matters The Owner Trustee shall provide prompt written notice to the Depositor, the Seller and the Servicer of any action, proceeding or investigation known to the Owner Trustee that could reasonably be expected to adversely affect the Trust or the Owner Trust Estate.

  • Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.