Certificate of Cancellation. On completion of the winding up of the Company as provided herein and under the Act, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Law.
Appears in 30 contracts
Samples: Limited Liability Company Agreement (CSI Compressco LP), Limited Liability Company Agreement (Andeavor Logistics Lp), Limited Liability Company Agreement (Tesoro Logistics Lp)
Certificate of Cancellation. On completion of the winding up of the Company as provided herein and under the Act, the Members Sole Member (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Lawapplicable law.
Appears in 22 contracts
Samples: Limited Liability Company Agreement (GIC Private LTD), Limited Liability Company Agreement (Enagas U.S.A. LLC), Limited Liability Company Agreement (Tallgrass Energy, LP)
Certificate of Cancellation. On completion of the winding up distribution of the Company assets as provided herein and under the Actherein, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Law.
Appears in 20 contracts
Samples: Limited Liability Company Agreement (Western Midstream Operating, LP), Limited Liability Company Agreement (Western Midstream Partners, LP), Limited Liability Company Agreement (Western Midstream Partners, LP)
Certificate of Cancellation. On Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company as provided herein Company’s affairs and under the Actbusiness, the Members (or such other Person or Persons as Member shall on behalf of the Act may require or permit) shall Company prepare and file a certificate of cancellation with the Delaware Secretary of State of State, as required by the State of Delaware and take Act. When such other actions as may be necessary to terminate the existence of certificate is filed, the Company. Upon the filing of such certificate of cancellation, the ’s existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Lawcease.
Appears in 19 contracts
Samples: Limited Liability Company Agreement (Atlas Barnett, LLC), Limited Liability Company Agreement (Atlas Barnett, LLC), Limited Liability Company Agreement (Atlas Resource Partners, L.P.)
Certificate of Cancellation. On Upon completion of the winding up distribution of the Company assets as provided herein and under the Actherein, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminateterminate (and the Term shall end), except as may be otherwise provided by the Act or by Applicable Law.
Appears in 14 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement (Cheniere Energy Partners LP Holdings, LLC)
Certificate of Cancellation. On completion of the winding up distribution of Company assets as provided herein, the Company as provided herein is terminated, and under the Act, the Members Managers (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Law.
Appears in 12 contracts
Samples: Limited Liability Company Agreement (Grant Prideco Inc), Limited Liability Company Agreement (Grant Prideco Inc), Limited Liability Company Agreement (Grant Prideco Finance LLC)
Certificate of Cancellation. On completion of the winding winding-up of the Company as provided herein and under the Act, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Law.
Appears in 11 contracts
Samples: Contribution Agreement (Southcross Energy Partners, L.P.), Contribution Agreement (American Midstream Partners, LP), Limited Liability Company Agreement (American Midstream Partners, LP)
Certificate of Cancellation. On completion of the winding up distribution of the Company Company’s assets as provided herein and under the Actherein, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to the State of Delaware Act, and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminateterminate (and the Term shall end), except as may be otherwise provided by the Act or by Applicable other applicable Law.
Appears in 9 contracts
Samples: Limited Liability Company Agreement (RGC Resources Inc), Limited Liability Company Agreement (EQT Midstream Partners, LP), Limited Liability Company Agreement (RGC Resources Inc)
Certificate of Cancellation. On Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company as provided herein Company’s affairs and under the Actbusiness, the Members (or such other Person or Persons as Member shall on behalf of the Act may require or permit) shall Company prepare and file a certificate of cancellation with the Secretary Department of State of the State of Delaware and take such other actions Delaware, as may be necessary to terminate the existence required by Section 18-203 of the CompanyAct. Upon the filing of When such certificate of cancellationis filed, the Company’s existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Lawcease.
Appears in 9 contracts
Samples: Limited Liability Company Agreement (Atlas Energy Tennessee, LLC), Limited Liability Company Agreement (Atlas Energy Tennessee, LLC), Limited Liability Company Agreement (Atlas Energy Tennessee, LLC)
Certificate of Cancellation. On completion of the winding up distribution of the Company assets as provided herein and under the Actherein, the Members Board (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware Delaware, cancel any other filings made pursuant to Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing effectiveness of such certificate the Certificate of cancellationCancellation, the existence of the Company shall terminatecease, except as may be otherwise provided by the Act or by Applicable other applicable Law.
Appears in 7 contracts
Samples: Contribution Agreement (Flowco Holdings Inc.), Limited Liability Company Agreement (RoyaltyTraders LLC), Limited Liability Company Agreement (Ecosphere Technologies Inc)
Certificate of Cancellation. On completion of the winding up distribution of the Company Company’s assets as provided herein and under the Actherein, the Members Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware Delaware, cancel any other filings made pursuant to Section 2.07, and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Law.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (St. Louis Pharmaceutical Services, LLC), Limited Liability Company Agreement (St. Louis Pharmaceutical Services, LLC), Limited Liability Company Agreement (St. Louis Pharmaceutical Services, LLC)
Certificate of Cancellation. On completion of the winding up distribution of the Company Company’s assets as provided herein and under the Actherein, the Members Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware Delaware, cancel any other filings made pursuant to Section 2.7, and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Law.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (St. Louis Pharmaceutical Services, LLC), Limited Liability Company Agreement (St. Louis Pharmaceutical Services, LLC), Limited Liability Company Agreement (St. Louis Pharmaceutical Services, LLC)
Certificate of Cancellation. On completion of the winding up of the Company as provided herein and under the Act, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Lawapplicable law.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Delek Logistics Partners, LP), Limited Liability Company Agreement, Limited Liability Company Agreement
Certificate of Cancellation. On completion of the winding up distribution of the Company assets as provided herein and under the Actherein, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by terminate (and the Act or by Applicable LawTerm shall end).
Appears in 5 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (American Midstream Partners, LP), Limited Liability Company Agreement (American Midstream Partners, LP)
Certificate of Cancellation. On completion of the winding up of the Company as provided herein and under the Act, the Members Managing Member (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Law.
Appears in 3 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Empire Petroleum Partners, LP), Limited Liability Company Agreement (Southcross Energy Partners, L.P.)
Certificate of Cancellation. On completion of the winding up of the Company as provided herein and under the Act, the Members Sole Member (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Williams Companies Inc), Merger Agreement (Energy Transfer Equity, L.P.), Merger Agreement
Certificate of Cancellation. On completion of the winding up distribution of the Company assets as provided herein and under the Actherein, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminateterminate (and the Term shall end), except as may be otherwise provided by the Act or by Applicable Law.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Williams Partners L.P.), Limited Liability Company Agreement (Williams Partners L.P.)
Certificate of Cancellation. On Upon the dissolution and the completion of the winding up of the Company as provided herein and under the ActCompany, the Members (or such other Person or Persons as the Act may require or permit) Member shall file promptly execute and cause to be filed a certificate of cancellation in accordance with the Secretary Delaware Act and appropriate instruments under the laws of State of any other states or jurisdictions in which the State of Delaware and take such other actions as may be necessary to terminate the existence of the CompanyCompany has engaged in business. Upon the filing of such certificate of cancellationcancellation becoming effective, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Lawterminated.
Appears in 2 contracts
Samples: Limited Liability Agreement, Limited Liability Company Agreement
Certificate of Cancellation. On the completion of the winding up of the Company as provided herein and under the Actfollowing its dissolution, the Members Company is terminated, and the Managers (or such other Person person or Persons persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Office of the Secretary of State of the State of Delaware Delaware, and take such cancel any other actions as may be necessary filings made pursuant to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable LawSection 2.5.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Internet Capital Group Inc), Limited Liability Company Agreement (Internet Capital Group Inc)
Certificate of Cancellation. On completion of the winding up distribution of the Company assets as provided herein and under the Actherein, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware Delaware, cancel any other filings made pursuant to Section 2.05, and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable other applicable Law.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Lazare Kaplan International Inc), Limited Liability Company Agreement (Lazare Kaplan International Inc)
Certificate of Cancellation. On Upon completion of the winding up of the Company as provided herein in accordance with the Act and under the Actthis Agreement, the Members (or such other Person or Persons as Managing Member shall cause to be executed and filed a Certificate of Cancellation with the Act may require or permit) shall file a certificate office of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to Delaware. The Company shall terminate when (i) all of the existence assets of the Company. Upon , after payment of or due provision for all debts, liabilities and obligations of the filing Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate of such certificate of cancellation, the existence Formation of the Company shall terminate, except as may be otherwise provided have been canceled in the manner required by the Act or by Applicable LawAct.
Appears in 2 contracts
Samples: Merger Agreement (Care Capital Properties, Inc.), Merger Agreement (Sabra Health Care REIT, Inc.)
Certificate of Cancellation. On completion of the winding up of the Company as provided herein and under the Act, the Members Sole Member (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing and effectiveness of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Law.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (TXO Energy Partners, L.P.), Limited Liability Company Agreement (MorningStar Partners, L.P.)
Certificate of Cancellation. On the completion of the winding up of the Company as provided herein and under the Actfollowing its dissolution, the Members Board of Directors shall cancel any filings made pursuant to Section 1.5 and the Board of Directors (or such other Person person or Persons persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Office of the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the CompanyDelaware. Upon the filing of such certificate of cancellation, the existence of the The Company shall terminate, except as may be otherwise provided terminate when the Certificate shall have been canceled in the manner required by the Act or by Applicable LawAct.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Magnachip Semiconductor LLC), Limited Liability Company Operating Agreement (Magnachip Semiconductor LLC)
Certificate of Cancellation. On completion of the winding up of the Company as provided herein and under the Act, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminateterminate (and the term of the Company shall end), except as may be otherwise provided by the Act or by Applicable other applicable Law.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (El Paso Pipeline Partners, L.P.), Limited Liability Company Agreement (El Paso Pipeline Partners, L.P.)
Certificate of Cancellation. On the completion of the winding up of the Company as provided herein and under the Actfollowing its dissolution, the Members Company is terminated, and the Board of Directors (or such other Person person or Persons persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Office of the Secretary of State of the State of Delaware Delaware, and take such cancel any other actions as may be necessary filings made pursuant to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable LawSection 1.5.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (MacDermid Group Inc.), Limited Liability Company Operating Agreement (MagnaChip Semiconductor LTD (United Kingdom))
Certificate of Cancellation. On completion of the winding up distribution of the Company assets as provided herein and under the Actherein, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by terminate (and the Act or by Applicable LawTerm shall end).
SECTION 13.1 General.
Appears in 1 contract
Samples: Limited Liability Company Agreement (American Midstream Partners, LP)
Certificate of Cancellation. On As soon as possible following the dissolution and the completion of the winding up of the Company pursuant to this Article, or as provided herein and otherwise required under the Act, the Members Managing Member (or such other Person or Persons as the Act may require or permitselected in accordance with Section 11.2) shall file will execute a certificate of cancellation and will cause such certificate of cancellation to be filed with the Secretary of State of the State of Delaware and will take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Black Ridge Oil & Gas, Inc.)
Certificate of Cancellation. On the completion of the winding up of the Company as provided herein and under the Actfollowing its dissolution, the Members Company is terminated, and the Managing Member (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Office of the Secretary of State of the State of Delaware and take such cancel any other actions as may be necessary filings made pursuant to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable LawSection 2.5.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Garrison Capital LLC)
Certificate of Cancellation. On completion of the winding up of the Company as provided herein and under the Act, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary Registrar of State Corporations of the State Republic of Delaware the Xxxxxxxx Islands and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ocean Rig Partners LP)
Certificate of Cancellation. On the completion of the winding up of the Company as provided herein and under the Actfollowing its dissolution, the Members Company is terminated, and the Directors (or such other Person person or Persons persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Office of the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable LawDelaware.
Appears in 1 contract
Samples: Limited Liability Company Agreement (MediaAlpha, Inc.)
Certificate of Cancellation. On Upon the completion of the winding up of the Company as provided herein and under the ActCompany, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation of the Company shall be filed with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the legal existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (MSW Energy Hudson LLC)
Certificate of Cancellation. On Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company as provided herein Company’s affairs and under the Actbusiness, the Members (or such other Person or Persons as Member shall on behalf of the Act may require or permit) shall Company prepare and file a certificate of cancellation with the office of the Secretary of State of the State of Delaware and take such other actions Delaware, as may be necessary to terminate required by the existence of the CompanyAct. Upon the filing of When such certificate of cancellationcancellation is filed, the Company’s existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Lawcease.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Certificate of Cancellation. On Upon the dissolution and the completion of the winding up of the Company as provided herein and under the ActCompany, the Members (or such other Person or Persons as the Act may require or permit) Member shall file promptly execute and cause to be filed a certificate of cancellation in accordance with the Secretary Delaware Act and appropriate instruments under the laws of State of any other states or jurisdictions in which the State of Delaware and take such other actions as may be necessary to terminate the existence of the CompanyCompany has engaged in business. Upon the filing of such certificate of cancellationcancellation becoming effective, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Lawterminated.
Appears in 1 contract
Certificate of Cancellation. On Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company as provided herein Company’s affairs and under the Actbusiness, the Members (or such other Person or Persons as Member shall on behalf of the Act may require or permit) shall Company prepare and file a certificate of cancellation with the office of the Secretary of State of the State of Delaware and take Delaware, as required by the DLLCA. When such other actions as may be necessary to terminate the existence of certificate is filed, the Company. Upon the filing of such certificate of cancellation, the ’s existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Lawcease.
Appears in 1 contract
Samples: Limited Liability Company Agreement (U.S. Well Services Holdings, LLC)
Certificate of Cancellation. On completion of the winding up of the Company as provided herein and under the Act, the Members Board (or such other Person or Persons as the Act may require or permit) shall file (or cause to be filed) a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Summit Midstream Partners, LP)
Certificate of Cancellation. On completion of the winding up of the Company as provided herein and under the Actherein, the Members Directors (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware Delaware, cancel any other filings made pursuant to Section 2.09, and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the The existence of the Company as a separate legal entity shall terminate, except continue until cancellation of the Certificate as may be otherwise provided by in the Act or by Applicable LawAct.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Genesis Energy Lp)
Certificate of Cancellation. On Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company as provided herein Company’s affairs and under the Actbusiness, the Members (or such other Person or Persons as Member shall on behalf of the Act may require or permit) shall Company prepare and file a certificate of cancellation with office of the Secretary of State of the State of Delaware and take Delaware, as required by the Act. When such other actions as may be necessary to terminate the existence of certificate is filed, the Company. Upon the filing of such certificate of cancellation, the ’s existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Lawcease.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Professional Teleconcepts, Inc.)