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Contract analysis / certificate-of-formation-hp-jv-de.docx
certificate-of-formation-hp-jv-de.docx
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ARTICLE I — NAME
ARTICLE I — NAME The name of the limited liability company formed hereby is: Harbor Point Development JV, LLC The name of the limited liability company complies with the requirements of Section 18-102 of the Act. The name contains the designation "LLC," which is one of the designations permitted under Section 18-102(1) of the Act for a Delaware limited liability company. The name distinguishes the limited liability c
ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT
ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the limited liability company in the State of Delaware is: 1209 Orange Street Wilmington, Delaware 19801 County of New Castle The name of the registered agent of the limited liability company at such address is: Incorporators & Associates, Inc. The registered agent is a corporation duly organized and existing under the laws of
ARTICLE III — AUTHORIZED PERSON
ARTICLE III — AUTHORIZED PERSON The name and address of the authorized person executing this Certificate of Formation are as follows: Name: Douglas Fairchild Address: Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202 Douglas Fairchild is hereby designated as an authorized person within the meaning of the Act, acting on behalf of the members in formation of the limited liability company
ARTICLE IV — EFFECTIVE DATE
ARTICLE IV — EFFECTIVE DATE This Certificate of Formation shall be effective upon its filing with the Office of the Secretary of State of the State of Delaware. This Certificate of Formation is being submitted for filing in connection with the anticipated execution of the LLC Agreement and the related Joint Venture Agreement for Harbor Point Development JV, LLC on or about January 12, 2026. The undersigned authorized
ARTICLE V — PURPOSE
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⚑ Commercial term
ARTICLE V — PURPOSE The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act. Without limiting the generality of the foregoing, the specific business purposes of the limited liability company shall include, without limitation, the development, construction, ownership, management, leasing, operation, financing, and disp
ARTICLE VI — DURATION
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⚑ Commercial term
ARTICLE VI — DURATION The limited liability company shall have perpetual existence and shall continue in full force and effect until dissolved and its affairs wound up in accordance with the provisions of the Act and the LLC Agreement. The limited liability company shall not be dissolved by the admission of additional members or the withdrawal, expulsion, bankruptcy, dissolution, or death of any member, except as may
1. Filing Fee. Enclosed herewith is a filing fee in the amount of Ninety Dollars ($90.00)
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⚑ Commercial term
1. Filing Fee. Enclosed herewith is a filing fee in the amount of Ninety Dollars ($90.00) payable to the Delaware Secretary of State, representing the standard filing fee for a Certificate of Formation of a limited liability company pursuant to 6 Del. C. § 18-1105.
2. Employer Identification Number. An application for an Employer Identification Number (
2. Employer Identification Number. An application for an Employer Identification Number (EIN) has been submitted to the Internal Revenue Service for Harbor Point Development JV, LLC. The anticipated EIN is 84-6213950. This information is provided for reference purposes only and does not form part of the Certificate of Formation.
3. Return of File-Stamped Copy. Please return one (1) file-stamped copy of the Certificat
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⚑ Commercial term
3. Return of File-Stamped Copy. Please return one (1) file-stamped copy of the Certificate of Formation, together with a receipt for the filing fee, to: Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202 Attention: Cynthia Ho, Esq. / Grace Nakamura, Esq. Telephone: (410) 555-7200 Email: cho@calderwoodharkness.com / gnakamura@calderwoodharkness.com CALDERWOOD & HARKNESS LLP Attorneys at
1. One (1) original Certificate of Formation of Harbor Point Development JV, LLC, duly ex
1. One (1) original Certificate of Formation of Harbor Point Development JV, LLC, duly executed by the authorized person;
2. One (1) copy of the Certificate of Formation for file-stamping and return; and
2. One (1) copy of the Certificate of Formation for file-stamping and return; and
3. A check in the amount of Ninety Dollars ($90.00) made payable to the "Delaware Secreta
Standard
⚑ Commercial term
3. A check in the amount of Ninety Dollars ($90.00) made payable to the "Delaware Secretary of State" representing payment of the statutory filing fee for a Certificate of Formation of a limited liability company. Alternatively, if this filing is submitted electronically, payment of the filing fee will be made via the electronic payment system associated with the Delaware Division of Corporations' online filing porta