Dissolution Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Board shall act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows:
Dissolution Winding Up and Termination. 11.01 Dissolution 17 11.02 Winding-Up and Termination 18 ARTICLE 12 MERGER 12.01 Authority 19 12.02 Procedure for Merger or Consolidation 19 12.03 Approval by Members of Merger or Consolidation 20 12.04 Certificate of Merger or Consolidation 20 12.05 Effect of Merger or Consolidation 20 ARTICLE 13 GENERAL PROVISIONS 13.01 Notices 21 13.02 Entire Agreement; Supersedure 21 13.03 Effect of Waiver or Consent 21 13.04 Amendment or Restatement 22 13.05 Binding Effect 22 13.06 Governing Law; Severability 22 13.07 [Reserved] 22 13.08 Further Assurances 22 13.09 [Reserved] 22 13.10 Offset 23 13.11 Counterparts 23 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENTERPRISE PRODUCTS GP, LLC A Delaware Limited Liability Company THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ENTERPRISE PRODUCTS GP, LLC, a Delaware limited liability company (the “Company”), executed on , 2005 (the “Effective Date”), is adopted, executed and agreed to, by Enterprise GP Holdings L.P., a Delaware limited partnership, as the sole Member of the Company (“EPE”).
Dissolution Winding Up and Termination. 9.1 Dissolution 46 9.2 Winding-Up and Termination 47
Dissolution Winding Up and Termination. Upon the occurrence of a liquidating Event, the General Partner shall have the full power and authority to proceed with the liquidation of the Partnership and to take all steps which they may deem necessary or desirable to wind up the Partnership's affairs, having for such purpose all the powers referred to and provided for in Article VI appropriate to accomplish the same and allowing for a reasonable time in order to minimize losses attendant to the liquidation, so that the Partnership may be terminated in accordance with the Act. In the event that there is no General Partner, the Limited Partner may designate one or more Partners or a non-Partner or both to proceed with the liquidation of the Partnership's assets and the termination of the Partnership. In the event that a liquidator is designated pursuant to the preceding sentence, hereinafter in this Article all references to the General Partner shall be deemed to refer to such liquidator.
Dissolution Winding Up and Termination. 6.1. In General. Each Partner expressly waives any right which it might otherwise have to dissolve the Partnership except as set forth in this Section 6.1. The Partnership shall be dissolved only upon the occurrence of any of the following events:
Dissolution Winding Up and Termination. 8.1 Dissolution 23 8.2 Winding-Up and Termination 23 8.3 Certificate of Cancellation 24 8.4 Certain Matters Concerning a Member 24 Article 9 Merger 9.1 Authority 25 9.2 Procedure for Merger or Consolidation 25 9.3 Approval by Members of Merger or Consolidation 26 9.4 Certificate of Merger or Consolidation 26 9.5 Effect of Merger or Consolidation 26
Dissolution Winding Up and Termination. 9.01 Dissolution 16 9.02 Winding-Up and Termination 16
Dissolution Winding Up and Termination. 11.1 Dissolution. 30 11.2 Winding-Up and Termination 30 11.3 Deficit Capital Accounts 31 11.4 Certificate of Cancellation 31 ARTICLE 12 GENERAL PROVISIONS 12.1 Books 32 12.2 Offset 32 12.3 Notices 32 12.4 Entire Agreement; Supersedure 32 12.5 Effect of Waiver or Consent 32 12.6 Amendment or Restatement 33 12.7 Binding Effect 33 12.8 Governing Law; Venue 33 12.9 Dispute Resolution 33 12.10 Severability 34 12.11 Further Assurances 34 12.12 Waiver of Certain Rights 34 12.13 Directly or Indirectly 34 12.14 Fees and Expenses 34
Dissolution Winding Up and Termination. 12.1 Dissolution 30 12.2 Winding-Up and Termination 31 12.3 Certificate of Cancellation 32 ARTICLE 13 GENERAL PROVISIONS 13.1 Notices 32 13.2 Entire Agreement; Supersedure 33 13.3 Effect of Waiver or Consent 33 13.4 Amendment or Restatement; Power of Attorney 33 13.5 Binding Effect; Third Party Beneficiaries 34 13.6 Governing Law; Forum Selection; Severability; Limitation of Liability 35 13.7 Further Assurances 36 13.8 Counterparts 36 13.9 No Presumption 37 EXHIBITS A Defined Terms B Form of Equity Grant Agreement C Form of Addendum Agreement SCHEDULES: I Holders of Series A Units II Holders of Series B Units III Initial Officers LIMITED LIABILITY COMPANY AGREEMENT OF ANTERO IDR HOLDINGS LLC a Delaware limited liability company This LIMITED LIABILITY COMPANY AGREEMENT of ANTERO IDR HOLDINGS LLC, a Delaware limited liability company (the “Company”), dated as of December 31, 2016 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Members and the Company.
Dissolution Winding Up and Termination. 11.1 Events Causing Dissolution Subject to Federal EB-5 rules and regulations and the terms of this Agreement, the Company will be dissolved and its affairs will be wound up upon the happening of the first to occur of the following:
