DISSOLUTION, WINDING-UP AND TERMINATION    71 Sample Clauses

DISSOLUTION, WINDING-UP AND TERMINATION    71. 12.01 Dissolution 71 12.02 Winding-Up and Termination 71 12.03 Deficit Capital Accounts 73 12.04 Certificate of Cancellation 73 13.01 Offset; Costs and Expenses 73 13.02 Notices 73 13.03 Entire Agreement; Superseding Effect 73 13.04 Effect of Waiver or Consent 74 13.05 Amendment or Restatement 74 13.06 Binding Effect 74 13.07 Governing Law; Severability 74 13.08 Further Assurances 74 13.09 Waiver of Certain Rights 75 13.10 Counterparts; Facsimiles 75 13.11 Fair Market Value Determination. 75 Schedule I – Members; Series Schedules This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF MOUNTAIN VALLEY PIPELINE, LLC, dated as of April 6, 2018 (the “Effective Date”), is adopted and agreed to by Mountain Valley Pipeline, LLC, a Delaware limited liability company (the “Company”), MVP Holdco, LLC, a Delaware limited liability company (“EQT”), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company (“USG”), VED NPI IV, LLC, a Delaware limited liability company (“▇▇▇▇ Carryco”), WGL Midstream, Inc., a Delaware corporation (“WGL”), RGC Midstream, LLC, a Virginia limited liability company (“Roanoke”), and Con Edison Gas Pipeline and Storage, LLC, a New York limited liability company (“Con Edison”), and each Person from time to time admitted to the Company as a Member in accordance with the terms hereof.