Common use of Continuation of the Business of the Company After Dissolution Clause in Contracts

Continuation of the Business of the Company After Dissolution. Upon (a) dissolution of the Company following an Event of Withdrawal caused by the withdrawal or removal of the Managing Member as provided in Section 11.1(a)(i) or (iii) and the failure of the Members to select a successor to such Departing Managing Member pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Company upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Company on the same terms and conditions set forth in this Agreement by appointing as a successor Managing Member a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Company shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the Company shall continue without dissolution unless earlier dissolved in accordance with this Article XII; (ii) if the successor Managing Member is not the former Managing Member, then the interest of the former Managing Member shall be treated in the manner provided in Section 11.3; and (iii) the successor Managing Member shall be admitted to the Company as Managing Member, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, that the right of the holders of a Unit Majority to approve a successor Managing Member and to continue the business of the Company shall not exist and may not be exercised unless the Company has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Non-Managing Member under the Delaware Act and (y) neither the Company nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of the right to continue (to the extent not already so treated or taxed).

Continuation of the Business of the Company After Dissolution. Upon (a) dissolution of the Company following an Event of Withdrawal caused by the withdrawal or removal of the Managing Member as provided in Section 11.1(a)(i) or (iii) and the failure of the Members to select a successor to such Departing Managing Member pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, then within 90 days thereafter, or (b) dissolution of the Company upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Company on the same terms and conditions set forth in this Agreement by appointing as a successor Managing Member a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Company shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the Company shall continue without dissolution unless earlier dissolved in accordance with this Article XII; (ii) if the successor Managing Member is not the former Managing Member, then the interest of the former Managing Member shall be treated in the manner provided in Section 11.3; and (iii) the successor Managing Member shall be admitted to the Company as Managing Member, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, that the right of the holders of a Unit Majority to approve a successor Managing Member and to continue the business of the Company shall not exist and may not be exercised unless the Company has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability under the Delaware Act of any Non-Managing Member under the Delaware Act and (y) neither the Company nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of the right to continue (to the extent not already so treated or taxed)Member.

Continuation of the Business of the Company After Dissolution. Upon (a) dissolution of the Company following an Event of Withdrawal caused by the withdrawal or removal of the Managing Member as provided in Section 11.1(a)(i) or (iii) and the failure of the Members to select a successor to such Departing Managing Member pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, then within 90 days thereafter, or (b) dissolution of the Company upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) ), or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Company on the same terms and conditions set forth in this Agreement by appointing as a successor Managing Member a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Company shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the Company shall continue without dissolution unless earlier dissolved in accordance with this Article XII; (ii) if the successor Managing Member is not the former Managing Member, then the interest of the former Managing Member shall be treated in the manner provided in Section 11.3; and (iii) the successor Managing Member shall be admitted to the Company as Managing Member, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, that the right of the holders of a Unit Majority to approve a successor Managing Member and to continue the business of the Company shall not exist and may not be exercised unless the Company has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability under the Delaware Act of any Non-Managing Member under the Delaware Act and (y) neither the Company nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of the right to continue (to the extent not already so treated or taxed)Member.

Continuation of the Business of the Company After Dissolution. Upon (a) dissolution of the Company following an Event of Withdrawal caused by the withdrawal or removal of the Managing Member Manager as provided in Section 11.1(a)(i) or (iii) Sections 11.1 and 11.2, respectively and the failure of the Common Interest Members to select a successor to such Departing Managing Member Manager pursuant to Section 11.1 or Section 11.211.1(c), then, to the maximum extent permitted by law, then within 90 days thereafter, or (b) dissolution of the Company upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi)) of the MLP Agreement, then, to the maximum extent permitted by law, within 180 days thereafter, Members owning a Majority of the holders of a Unit Majority Voting Interests may elect to continue the business of reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by appointing forming a new limited liability company on terms identical to those set forth in this Agreement and having as a successor Managing Member Manager a Person approved by the holders Common Interest Members. In addition, upon dissolution of a Unit Majoritythe Company pursuant to Section 12.1(f), if the MLP is reconstituted pursuant to Section 12.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, acting alone, regardless of whether there are any other Members, elect to reconstitute the Company in accordance with the immediately preceding sentence. Upon any such election by the Common Interest Members or the MLP, as the case may be, all Members shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Company shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (ia) the reconstituted Company shall continue without dissolution unless earlier dissolved in accordance with this Article XII; (ii) if the successor Managing Member is not the former Managing Member, then the interest of the former Managing Member shall be treated in the manner provided in Section 11.3; and (iiib) all necessary steps shall be taken to cancel this Agreement and the Certificate of Formation and to enter into and, as necessary, to file, a new operating agreement and certificate of formation, and the successor Managing Member shall be admitted Manager may for this purpose exercise the power of attorney granted the Manager pursuant to the Company as Managing Member, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this AgreementSection 2.6; provided, however, that the right of the holders of a Unit Majority MLP to approve a successor Managing Member reconstitute and to continue the business of the Company shall not exist and may not be exercised unless the Company has received an Opinion of Counsel that (xi) the exercise of the right would not result in the loss of limited liability of any Non-Managing Member under the Delaware Act and (yii) neither the Company nor any Group Member the reconstituted limited liability company nor the MLP would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of the such right to continue (to the extent not already so treated or taxed)continue.

Continuation of the Business of the Company After Dissolution. Upon (a) dissolution of the Company following an Event of Withdrawal caused by the withdrawal or removal of the Managing Member General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Members Shareholders to select a successor to such Departing Managing Member General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Company upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Share Majority may elect to continue the business of the Company on the same terms and conditions set forth in this Agreement by appointing as a successor Managing Member General Partner a Person approved by the holders of a Unit Share Majority. Unless such an election is made within the applicable time period as set forth above, the Company shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the Company shall continue without dissolution unless earlier dissolved in accordance with this Article XII; (ii) if the successor Managing Member General Partner is not the former Managing MemberDeparting General Partner, then the interest of the former Managing Member Departing General Partner shall be treated in the manner provided in Section 11.3; and (iii) the successor Managing Member General Partner shall be admitted to the Company as Managing MemberGeneral Partner, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, however, that the right of the holders of a Unit Share Majority to approve a successor Managing Member General Partner and to continue the business of the Company shall not exist and may not be exercised unless the Company has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Non-Managing Member Limited Partner under the Delaware Act and (y) neither the Company nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of the right to continue (to the extent not already so treated or taxed)Act.

Continuation of the Business of the Company After Dissolution. Upon (a) dissolution of the Company following an Event of Withdrawal caused by the withdrawal or removal of the Managing Member Manager as provided in Section Sections 11.1(a)(i) or (iii11.1(a)(iii) and the failure of the Members to select a successor to such Departing Managing Member Manager pursuant to Section Sections 11.1 or Section 11.2, then, to the maximum extent permitted by law, then within 90 days thereafter, or (b) dissolution of the Company upon an event constituting an Event of Withdrawal as defined in Section Sections 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Company on the same terms and conditions set forth in this Agreement by appointing as a the successor Managing Member Manager a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Company shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the Company shall continue without dissolution unless earlier dissolved in accordance with this Article XII; (ii) if the successor Managing Member Manager is not the former Managing MemberManager, then the interest of the former Managing Member Manager shall be treated in the manner provided in Section 11.3; and (iii) the successor Managing Member Manager shall be admitted to the Company as Managing MemberManager, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, that the right of the holders of a Unit Majority to approve a successor Managing Member Manager and to continue the business of the Company shall not exist and may not be exercised unless the Company has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of the limited liability of any Non-Managing Member under the Delaware Act of any Member and (y) neither the Company nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for U.S. federal income tax purposes upon the exercise of the such right to continue (to the extent not already so treated or taxed).

Continuation of the Business of the Company After Dissolution. Upon Upon (a) dissolution of the Company following an Event of Withdrawal caused by the withdrawal or removal of the Managing Seadrill Member as provided in Section Sections 11.1(a)(i) or (iii11.1(a)(iii) and the failure of the Members to select a successor to such Departing Managing Seadrill Member pursuant to Section Sections 11.1 or Section 11.2, then, to the maximum extent permitted by law, then within 90 days thereafter, or (b) dissolution of the Company upon an event constituting an Event of Withdrawal as defined in Section Sections 11.1(a)(iv), (v11.1(a)(v) or (vi11.1(a)(vi), then, to the maximum extent permitted by lawthe Xxxxxxxx Islands Act, within 180 days thereafter, the holders of a Unit Majority may elect in writing to continue the business of the Company on the same terms and conditions set forth in this Agreement by appointing appointing, effective as of the date of the Event of Withdrawal, as a successor Managing Seadrill Member a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Company shall dissolve and conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the Company shall continue without dissolution unless earlier dissolved in accordance with this Article XII; (ii) if the successor Managing Seadrill Member is not the former Managing Seadrill Member, then the interest of the former Managing Seadrill Member shall be treated in the manner provided in Section 11.3; and (iii) the successor Managing Seadrill Member shall be admitted to the Company as Managing Seadrill Member, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, that the right of the holders of a Unit Majority to approve a successor Managing Member and to continue the business of the Company shall not exist and may not be exercised unless the Company has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Non-Managing Member under the Delaware Act and (y) neither the Company nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of the right to continue (to the extent not already so treated or taxed).

Continuation of the Business of the Company After Dissolution. Upon (a) dissolution of the Company following an Event of Withdrawal caused by the withdrawal or removal of the Managing Member as provided in Section ‎Section 11.1(a)(i) or (iii‎(iii) and the failure of the Members to select a successor to such Departing Managing Member pursuant to Section ‎Section 11.1 or Section ‎Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Company upon an event constituting an Event of Withdrawal as defined in Section ‎Section 11.1(a)(iv), (v‎(v) or (vi‎(vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Company on the same terms and conditions set forth in this Agreement by appointing as a successor Managing Member a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Company shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the Company shall continue without dissolution unless earlier dissolved in accordance with this Article ‎Article XII; (ii) if the successor Managing Member is not the former Managing Member, then the interest of the former Managing Member shall be treated in the manner provided in Section ‎Section 11.3; and (iii) the successor Managing Member shall be admitted to the Company as Managing Member, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, that the right of the holders of a Unit Majority to approve a successor Managing Member and to continue the business of the Company shall not exist and may not be exercised unless the Company has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Non-Managing Member under the Delaware Act and (y) neither the Company nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of the right to continue (to the extent not already so treated or taxed).

Continuation of the Business of the Company After Dissolution. Upon (a) dissolution of the Company following an Event of Withdrawal caused by the withdrawal or removal of the Managing Transocean Member as provided in Section Sections 11.1(a)(i) or (iii11.1(a)(iii) and the failure of the Members to select a successor to such Departing Managing Transocean Member pursuant to Section Sections 11.1 or Section 11.2, then, to the maximum extent permitted by law, then within 90 days thereafter, or (b) dissolution of the Company upon an event constituting an Event of Withdrawal as defined in Section Sections 11.1(a)(iv), (v11.1(a)(v) or (vi11.1(a)(vi), then, to the maximum extent permitted by lawthe Xxxxxxxx Islands Act, within 180 days thereafter, the holders of a Unit Majority may elect in writing to continue the business of the Company on the same terms and conditions set forth in this Agreement by appointing appointing, effective as of the date of the Event of Withdrawal, as a successor Managing Transocean Member a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Company shall dissolve and conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the Company shall continue without dissolution unless earlier dissolved in accordance with this Article XII; (ii) if the successor Managing Transocean Member is not the former Managing Transocean Member, then the interest of the former Managing Transocean Member shall be treated in the manner provided in Section 11.3; and (iii) the successor Managing Transocean Member shall be admitted to the Company as Managing Transocean Member, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, that the right of the holders of a Unit Majority to approve a successor Managing Member and to continue the business of the Company shall not exist and may not be exercised unless the Company has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Non-Managing Member under the Delaware Act and (y) neither the Company nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of the right to continue (to the extent not already so treated or taxed).

Continuation of the Business of the Company After Dissolution. Upon (a) dissolution of the Company following an Event of Withdrawal caused by the withdrawal or removal of the Managing Seadrill Member as provided in Section Sections 11.1(a)(i) or (iii11.1(a)(iii) and the failure of the Members to select a successor to such Departing Managing Seadrill Member pursuant to Section Sections 11.1 or Section 11.2, then, to the maximum extent permitted by law, then within 90 days thereafter, or (b) dissolution of the Company upon an event constituting an Event of Withdrawal as defined in Section Sections 11.1(a)(iv), (v11.1(a)(v) or (vi11.1(a)(vi), then, to the maximum extent permitted by lawthe Xxxxxxxx Islands Act, within 180 days thereafter, the holders of a Unit Majority may elect in writing to continue the business of the Company on the same terms and conditions set forth in this Agreement by appointing appointing, effective as of the date of the Event of Withdrawal, as a successor Managing Seadrill Member a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Company shall dissolve and conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the Company shall continue without dissolution unless earlier dissolved in accordance with this Article XII; (ii) if the successor Managing Seadrill Member is not the former Managing Seadrill Member, then the interest of the former Managing Seadrill Member shall be treated in the manner provided in Section 11.3; and (iii) the successor Managing Seadrill Member shall be admitted to the Company as Managing Seadrill Member, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, that the right of the holders of a Unit Majority to approve a successor Managing Member and to continue the business of the Company shall not exist and may not be exercised unless the Company has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Non-Managing Member under the Delaware Act and (y) neither the Company nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of the right to continue (to the extent not already so treated or taxed).