Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.
Appears in 39 contracts
Samples: Limited Liability Company Agreement (Piedmont Natural Gas Co Inc), Limited Liability Company Agreement (Onsite Energy, Inc.), Limited Liability Company Agreement (Composite Technology Corp)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable by Applicable Law.
Appears in 10 contracts
Samples: Limited Liability Company Agreement (Magellan Midstream Partners Lp), Limited Liability Company Agreement (Magellan Midstream Partners Lp), Limited Liability Company Agreement (Magellan Midstream Holdings Lp)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Members (or such other Person or Persons as the Act may require or permit) Managing Member shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.052.06, 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.
Appears in 8 contracts
Samples: Limited Liability Company Agreement (Vistra Corp.), Limited Liability Company Agreement (Nextera Energy Partners, Lp), Build Out Agreement (NextEra Energy Partners, LP)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Members a 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 Delaware, cancel any other filings made pursuant to Section 2.052.10, 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable by Applicable Law.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Penn Virginia GP Holdings, L.P.), Limited Liability Company Agreement (Alliance Holdings GP, L.P.), Limited Liability Company Agreement (Penn Virginia GP Holdings, L.P.)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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 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 (and the Term shall end)terminate, except as may be otherwise provided by the Act or other applicable Law. All costs and expenses in fulfilling the obligations under this Section 9.03 shall be borne by the Company.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.), Limited Liability Company Agreement (Pattern Energy Group Inc.), Limited Liability Company Agreement (Pattern Energy Group Inc.)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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 Section 2.052.5, 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable by Applicable Law.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Regency Energy Partners LP), Limited Liability Company Agreement (Universal Compression Partners, L.P.), Limited Liability Company Agreement (Universal Compression Partners, L.P.)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Members 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 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.
Appears in 3 contracts
Samples: Facility Agreement, Limited Liability Company Agreement, Facility Agreement
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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, 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Applicable Law.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Oxford Resource Partners LP), Limited Liability Company Agreement (Oxford Resource Partners LP), Limited Liability Company Agreement (Oxford Resource Partners LP)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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, cancel any other filings made pursuant to Section 2.052.06, 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (NextEra Energy Partners, LP), Membership Interest Purchase Agreement (NextEra Energy Partners, LP)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Members any Director or officer (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 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable by Applicable Law.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Magellan Midstream Partners Lp), Limited Liability Company Agreement (Magellan Midstream Partners Lp)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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, 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Spectra Energy Partners, LP), Limited Liability Company Agreement (New Jersey Resources Corp)
Certificate of Cancellation. On completion of the distribution winding up of the Company assets as provided herein, the Members any Director or officer (or such other Person or Persons as the Act may require or permit) ), as an authorized person of the Company, shall file a certificate of cancellation of the Certificate with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.052.10, 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable by Applicable Law.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Penn Virginia GP Holdings, L.P.), Limited Liability Company Agreement (Penn Virginia GP Holdings, L.P.)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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 Delaware, cancel any other filings made pursuant to Section 2.05, 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (2420 Lakemont Avenue MM, LLC), Limited Liability Company Agreement (Builders FirstSource of Nashville, Inc.)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Applicable Law.. All costs and expenses in fulfilling the obligations under this Section 12.04 shall be borne by the Company. 91
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Noble Environmental Power LLC), Limited Liability Company Agreement (Noble Environmental Power LLC)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Trust Agreement
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Members Company is terminated, and the 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 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Kaiser Texas Sierra Micromills LLC), Limited Liability Company Agreement (Kaiser Texas Sierra Micromills LLC)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the upon request of the Common 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 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (East Coast Power LLC)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Members (or such other Person or Persons as the Delaware 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 Section 2.052.5, 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 (and the Term shall end)terminate, except as may be otherwise provided by the Delaware Act or other by applicable Lawlaw.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Legacy Reserves L P)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Members Company shall be terminated, and the Board of Advisors (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 Delawarethe State of Delaware under the Act, cancel any other filings made pursuant to Section 2.05Sections 2.01, 2.02 and 2.04, 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Acme Television LLC)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company is terminated, and the Members (or such other Person or Persons as the Act may require or permit) shall file cause to be filed a certificate Certificate of cancellation Cancellation with the Delaware Secretary of State as required by Section 18-203 of Delawarethe Act, cancel any other filings filing made pursuant to Section 2.05Sections 2.3 or 2.6, 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.
Appears in 1 contract
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.. Exhibit No. 10.45
Appears in 1 contract
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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, cancel any other filings made pursuant to Section 2.052.06, 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (NextEra Energy Partners, LP)
Certificate of Cancellation. On Upon completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Members (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 Secretary of State of DelawareDelaware under the Act, cancel any other filings made pursuant to Section 2.05, Sections 1.1 and 1.5 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.
Appears in 1 contract
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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, cancel any other filings made pursuant to Section 2.052.06, 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.. ARTICLE13
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (NextEra Energy Partners, LP)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable by Applicable Law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Magellan Midstream Holdings Lp)
Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, 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 Section 2.052.7, 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 (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Energy Conversion Devices Inc)