DISSOLUTION AND WINDING. UP 6 6.1 Dissolution 6
6.2 Continuation Following Certain Dissolution Event 6
DISSOLUTION AND WINDING. UP 30 ARTICLE XI. MISCELLANEOUS 31
DISSOLUTION AND WINDING. Up of the Partnership; Withdrawal and Removal of Partners ----------------------------------
DISSOLUTION AND WINDING. UP 37 SECTION 11. MISCELLANEOUS 40
DISSOLUTION AND WINDING. UP OF THIS FUTURESACCESS FUND ARTICLE X MISCELLANEOUS PROVISIONS
DISSOLUTION AND WINDING. UP Section 5.01 Dissolution ........................................................... 66 Section 5.02
DISSOLUTION AND WINDING. Up --------------------------
DISSOLUTION AND WINDING. UP OF THE COMPANY 13 Section 9.01 Dissolution 13 Section 9.02 Winding-Up Procedures 13 ARTICLE X QUALIFIED TRANSFEREES 14 Section 10.01 Qualified Transferees 14 ARTICLE XI MANAGER LIABILITY 17 Section 11.01 Liability of Manager 17 ARTICLE XII MISCELLANEOUS 18 Section 12.01 Waiver of Rights of Partition and Dissolution 18 Section 12.02 Entire Agreement 18 Section 12.03 Governing Law; Jurisdiction 18 Section 12.04 Third Party Beneficiaries 18 Section 12.05 Expenses 19 Section 12.06 Waivers and Amendments 19 Section 12.07 Notices 19 Section 12.08 Counterparts; Facsimile Signatures 21 Section 12.09 Successors and Assigns 21 Section 12.10 Construction 21 Section 12.11 Compliance With Law; Severability 22 Section 12.12 Power of Attorney 23 Section 12.13 Jurisdiction; Venue and Service 23 Section 12.14 Waiver of Jury Trial. 24 THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as the same may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”), is made and effective as of March 19, 2009 by and among the Federal Deposit Insurance Corporation as Receiver for IndyMac Federal Bank, FSB (the “Initial Member”) and IndyMac Venture, LLC, a Delaware limited liability company (the “Company”).
DISSOLUTION AND WINDING. UP 12.1 Dissolution....................................................................................14 12.2
DISSOLUTION AND WINDING. UP 31 9.1 Events of Dissolution 31 9.2 Procedure for Winding Up 31 9.3 Accounting 31 9.4 Certificate of cancellation 31 9.5 Recourse for Claims 32 ARTICLE 10 CONFIDENTIALITY 32 10.1 Confidentiality 32 ARTICLE 11 INDEMNIFICATION; EXCULPATION; FIDUCIARY DUTIES 33 11.1 Indemnification 33 11.2 Exculpation 33 11.3 Competitive Activities 34 11.4 Indemnification of Employees and Agents 34 11.5 Appearance as a Witness 34 11.6 Nonexclusivity of Rights 34 11.7 Insurance 34 11.8 Savings Clause 35 ARTICLE 12 ATTORNEY-IN-FACT AND AGENT 35 12.1 Performance of Duties; No Liability of Members, Managers and Officers 35 ARTICLE 13 GENERAL PROVISIONS 35 13.1 Notice 35 13.2 Amendment and Waiver 36 13.3 Effect of Waiver and Consent 36 13.4 Entire Agreement 36 13.5 Counterparts 36 13.6 Governing Law 36 13.7 Remedies. 37 13.8 Public Announcements 37 13.9 Further Assurances 37 13.10 severability 37 13.11 No Agency 37 13.12 Headings 37 13.13 Time of the Essence 37 13.14 No Third Party Beneficiaries 34 13.15 Acknowledgement 34 13.16 No Interest in Specific Property 35 13.17 Attorneys’ Fees and Expenses 35 ARTICLE 14 DEFINITIONS 35 14.1 Defined Terms 35 14.2 Construction 45 This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Aemetis Biogas LLC, a Delaware limited liability company (the “Company”), is entered into effective as of December 19, 2018 (the “Effective Date”), by and among the Company, Aemetis, Inc., a Nevada corporation (“Aemetis”), and Protair-X Americas, Inc., a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Article 14.
