Common use of DISSOLUTION AND WINDING Clause in Contracts

DISSOLUTION AND WINDING. UP 30 10.1 Dissolution 30 10.2 Winding Up 30 10.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts 30 10.4 Deemed Distribution and Recontribution 31 10.5 Rights of Unit Holders 31 10.6 Allocations During Period of Liquidation 31 10.7 Character of Liquidating Distributions 31 10.8 The Liquidator 31 10.9 Forms of Liquidating Distributions 31 ARTICLE XI. MISCELLANEOUS 31 11.1 Notices 31 11.2 Binding Effect 32 11.3 Construction 32 11.4 Headings 32 11.5 Severability 32 11.6 Incorporation By Reference 32 11.7 Variation of Terms 32 11.8 Governing Law 32 11.9 Waiver of Jury Trial 32 11.10 Counterpart Execution 32 11.11 Specific Performance 32 11.12 No Third Party Rights 33 OPERATING AGREEMENT OF AKRON RIVERVIEW CORN PROCESSORS, LLC THIS OPERATING AGREEMENT (the “Agreement”) is entered into effective as of the 27th_day of November, 2006, by and among Akron Riverview Corn Processors, LLC, an Iowa limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10. In consideration of the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

DISSOLUTION AND WINDING. UP 30 28 10.1 Dissolution 30 28 10.2 Winding Up 30 28 10.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts 30 28 10.4 Deemed Distribution and Recontribution 31 29 10.5 Rights of Unit Holders 31 29 10.6 Allocations During Period of Liquidation 31 29 10.7 Character of Liquidating Distributions 31 29 10.8 The Liquidator 31 29 10.9 Forms of Liquidating Distributions 31 30 ARTICLE XI. MISCELLANEOUS 31 30 11.1 Notices 31 30 11.2 Binding Effect 32 30 11.3 Construction 32 30 11.4 Headings 32 30 11.5 Severability 32 30 11.6 Incorporation By Reference 32 30 11.7 Variation of Terms 32 30 11.8 Governing Law 32 30 11.9 Waiver of Jury Trial 32 31 11.10 Counterpart Execution 32 31 11.11 Specific Performance 32 31 11.12 No Third Party Rights 33 OPERATING 31 MEMBER CONTROL AGREEMENT OF AKRON RIVERVIEW CORN PROCESSORSGOLD ENERGY, LLC THIS OPERATING MEMBER CONTROL AGREEMENT (the “Agreement”) is entered into effective as of the 27th_day 9th day of November, 20062005, by and among Akron Riverview Corn ProcessorsGold Energy, LLC, an Iowa a North Dakota limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10. In consideration of the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

DISSOLUTION AND WINDING. UP 30 10.1 Dissolution 30 10.2 Winding Up 30 10.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts 30 10.4 Deemed Distribution and Recontribution 31 10.5 Rights of Unit Holders 31 10.6 Allocations During Period of Liquidation 31 10.7 Character of Liquidating Distributions 31 10.8 The Liquidator 31 10.9 Forms of Liquidating Distributions 31 32 ARTICLE XI. MISCELLANEOUS 31 32 11.1 Notices 31 32 11.2 Binding Effect 32 11.3 Construction 32 11.4 Headings 32 11.5 Severability 32 11.6 Incorporation By Reference 32 11.7 Variation of Terms 32 11.8 Governing Law 32 11.9 Waiver of Jury Trial 32 11.10 Counterpart Execution 32 33 11.11 Specific Performance 32 33 11.12 No Third Party Rights 33 AMENDED AND RESTATED OPERATING AGREEMENT OF AKRON RIVERVIEW CORN PROCESSORSBUFFALO RIDGE ENERGY, LLC THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into effective as of the 27th_day 23rd of NovemberJanuary, 20062007, by and among Akron Riverview Corn ProcessorsBuffalo Ridge Energy, LLC, an Iowa a South Dakota limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10. In consideration of the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

DISSOLUTION AND WINDING. UP 30 26 10.1 Dissolution 30 26 10.2 Winding Up 30 26 10.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts 30 27 10.4 Deemed Distribution and Recontribution 31 27 10.5 Rights of Unit Holders 31 27 10.6 Allocations During Period of Liquidation 31 27 10.7 Character of Liquidating Distributions 31 28 10.8 The Liquidator 31 28 10.9 Forms of Liquidating Distributions 31 28 ARTICLE XIXII. MISCELLANEOUS 31 28 11.1 Notices 31 28 11.2 Binding Effect 32 28 11.3 Construction 32 28 11.4 Headings 32 28 11.5 Severability 32 28 11.6 Incorporation By Reference 32 29 11.7 Variation of Terms 32 29 11.8 Governing Law 32 29 11.9 Waiver of Jury Trial 32 29 11.10 Counterpart Execution 32 29 11.11 Specific Performance 32 29 11.12 No Third Party Rights 33 29 SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF AKRON RIVERVIEW CORN PROCESSORSONE EARTH ENERGY, LLC THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into effective as of the 27th_day 13th day of NovemberJune, 20062007, by and among Akron Riverview Corn ProcessorsOne Earth Energy, LLC, an Iowa Illinois limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10. In consideration of the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

DISSOLUTION AND WINDING. UP 30 28 10.1 Dissolution 30 28 10.2 Winding Up 30 28 10.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts 30 28 10.4 Deemed Distribution and Recontribution 31 29 10.5 Rights of Unit Holders 31 29 10.6 Allocations During Period of Liquidation 31 29 10.7 Character of Liquidating Distributions 31 29 10.8 The Liquidator 31 29 10.9 Forms of Liquidating Distributions 31 29 ARTICLE XI. MISCELLANEOUS 31 29 11.1 Notices 31 29 11.2 Binding Effect 32 30 11.3 Construction 32 30 11.4 Headings 32 30 11.5 Severability 32 30 11.6 Incorporation By Reference 32 30 11.7 Variation of Terms 32 30 11.8 Governing Law 32 30 11.9 Waiver of Jury Trial 32 30 11.10 Counterpart Execution 32 30 11.11 Specific Performance 32 30 11.12 No Third Party Rights 33 OPERATING 30 MEMBER CONTROL AGREEMENT OF AKRON RIVERVIEW CORN PROCESSORSHIGHWATER ETHANOL, LLC THIS OPERATING MEMBER CONTROL AGREEMENT (the “Agreement”) is entered into effective as of the 27th_day 4th of NovemberMay, 2006, by and among Akron Riverview Corn ProcessorsHighwater Ethanol, LLC, an Iowa a Minnesota limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10. In consideration of the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: