Amended and Restated Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of amending, restating and superseding the Original LLC Agreement in its entirety and otherwise establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act. The Members hereby agree that during the term of the Company set forth in Section 2.06 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. No provision of this Agreement shall be in violation of the Delaware Act and to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement. Neither any Member nor the Manager nor any other Person shall have appraisal rights with respect to any Units.
Amended and Restated Limited Liability Company Agreement. The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.
Amended and Restated Limited Liability Company Agreement. The Company, the Manager and the Members hereby execute this Agreement for the purpose of continuing the affairs of the Company and the conduct of its business in accordance with the provisions of the Act. The Company, the Manager and the Members hereby agree that during the term of the Company set forth in Section 2.8, the rights and obligations of the Members and the Manager with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Act. On any matter on which this Agreement is silent, the Act shall control. No provision of this Agreement shall be in violation of the Act and, to the extent any provision of this Agreement is in violation of the Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement. Where the Act provides that a provision of the Act shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect, the provisions of this Agreement shall in each instance control. It is expressly agreed that this Agreement does not provide for contractual appraisal rights pursuant Section 18-210 of the Act.
Amended and Restated Limited Liability Company Agreement. The Amended and Restated Limited Liability Company Agreement, duly executed and delivered by the Majority in Interest;
Amended and Restated Limited Liability Company Agreement. The Company was formed with the intention that it would have only one member, such that at all times the Company would be disregarded as an entity separate from its owner for federal tax purposes under section 301.7701-3(b)(1)(ii) of the Treasury Regulations. Accordingly, any action described in Section 4.1 or 4.2 (relating to the admission of new members to the Company) that would cause the Company to have more than one member shall be made in. conjunction with the execution by the Company, and all of those persons who are to become members of the Company, of an amended and restated limited liability company agreement setting forth, at a minimum, the relative rights, obligations and duties of such members in respect of the Company, the manner in which the Company shall be operated, and the manner in which the Company shall be characterized for federal tax purposes (i.e., as a partnership or an association taxable as a corporation).
Amended and Restated Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act upon the terms, provisions and conditions set forth in this Agreement. The Members hereby agree that during the term of the Company set forth in Section 2.6 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. No provision of this Agreement shall be in violation of the Delaware Act and to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, that where the Delaware Act provides that a provision of the Delaware Act shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect, the provisions of this Agreement shall in each instance control. Notwithstanding any provisions of this Agreement to the contrary, the Orion Members shall be entitled to the benefits of Section 18-210 of the Delaware Act, which provisions shall apply to the Company and shall be incorporated into this Agreement; provided, that, the fair market value of a Unit shall not exceed the fair market value of the Class A Common Stock.
Amended and Restated Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of continuing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act. The Members hereby agree that during the term of the Company set forth in Section 2.06 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. On any matter upon which this Agreement is silent, the Delaware Act shall control. Notwithstanding the foregoing, Section 18-210 of the Delaware Act shall not apply or be incorporated into this Agreement.
Amended and Restated Limited Liability Company Agreement. This Amended and Restated Limited Liability Company Agreement (together with all Attachments, Schedules and Exhibits, and any amendments to it that may be entered into from time to time, this “Agreement”) is between United States Renewable Energy Group Wind Partners I, LLC, a Delaware limited liability company (“USREG Wind”), and Shenyang Power Group Company Limited, a Chinese limited liability company (“Shenyang”), dated as of December 16, 2009 (the “Effective Date”).
Amended and Restated Limited Liability Company Agreement. 12 Section 2.4. Name 12 Section 2.5. Registered Office; Registered Agent 12 Section 2.6. Principal Place of Business 12 Section 2.7. Purpose; Powers 12 Section 2.8. Term 12 Section 2.9. Tax Treatment 12
Amended and Restated Limited Liability Company Agreement. An amended and restated limited liability company agreement for KH LLC (the "LLC Agreement") shall have been executed and delivered to the Purchasers in form and substance satisfactory to the Purchasers.
