Common use of Liquidator Clause in Contracts

Liquidator. Upon dissolution of the Company or termination of any Series, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator shall be entitled to receive compensation for its services as Liquidator; (ii) the Liquidator shall agree not to resign at any time without 15 days prior notice to the Managing Member and may be removed at any time by the Managing Member; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days be appointed by the Managing Member. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XI, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 48 contracts

Samples: Limited Liability Company Agreement (RSE Innovation, LLC), Limited Liability Company Agreement (Whimsy Properties LLC), Limited Liability Company Agreement (Whimsy Properties LLC)

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Liquidator. Upon dissolution of the Company or termination of any SeriesPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Managing Member General Partner shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iGeneral Partner) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by a majority of the Limited Partners. The Liquidator (iiif other than the General Partner) the Liquidator shall agree not to resign at any time without 15 days days' prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by a majority in interest of the Managing Member; (iii) upon Limited Partners. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by at least a majority in interest of the Managing MemberLimited Partners. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 24 contracts

Samples: Agreement of Limited Partnership (Plains All American Pipeline Lp), Limited Partnership Agreement (Plains All American Pipeline Lp), Limited Partnership Agreement (Crosstex Energy Lp)

Liquidator. Upon dissolution of the Company or termination of any SeriesPartnership, unless the Partnership is continued pursuant to Section 12.2, the Managing Member General Partner shall select in its sole discretion one or more Persons (which may be the Managing MemberGeneral Partner or any of its Affiliates) to act as Liquidator. In If other than the case of a dissolution of the CompanyGeneral Partner, (i) the Liquidator (1) shall be entitled to receive such compensation for its services as Liquidator; may be approved by Unitholders holding at least a majority of the voting power of the Outstanding Voting Units voting as a single class (iiincluding Voting Units held by the General Partner and its Affiliates), (2) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and (3) may be removed at any time time, with or without cause, by notice of removal approved by Unitholders holding at least a majority of the voting power of the Outstanding Voting Units voting as a single class (including Voting Units held by the Managing Member; (iii) upon General Partner and its Affiliates). Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by holders of at least a majority of the voting power of the Outstanding Voting Units voting as a single class (including Voting Units held by the Managing MemberGeneral Partner and its Affiliates). The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 15 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (Steel Partners Holdings L.P.), Limited Partnership Agreement (Steel Partners Holdings L.P.)

Liquidator. Upon dissolution of the Company or termination of any SeriesCompany, the Managing Member Board of Directors shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case Board of a dissolution of the Company, (iDirectors) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by holders of a Share Majority. The Liquidator (iiif other than the Board of Directors) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon notice of removal approved by holders of a Share Majority. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Memberholders of a Share Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle VIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 13 contracts

Samples: Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC), Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC), Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC)

Liquidator. Upon dissolution of the Company or termination Partnership, unless the business of any Seriesthe Partnership is continued pursuant to Section 12.2, the Managing Member General Partner shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iGeneral Partner) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by holders of a Unit Majority. The Liquidator (iiif other than the General Partner) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon notice of removal approved by holders of a Unit Majority. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Memberholders of a Unit Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 11 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement, Agreement of Limited Partnership (Breitburn Energy Partners LP)

Liquidator. Upon dissolution of the Company or termination of any SeriesCompany, the Managing Member Board of Directors shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case Board of a dissolution of the Company, (iDirectors) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by holders of a Share Majority. The Liquidator (iiif other than the Board of Directors) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon notice of removal approved by holders of a Share Majority. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Memberholders of a Share Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC)

Liquidator. Upon dissolution of the Company or termination of any Series, the Managing Member Administrative Manager shall select one or more Persons (which may be the Managing MemberAdministrative Manager) to act as Liquidator. In the case of a dissolution of the Company, (ia) the Liquidator shall be entitled to receive compensation for its services as Liquidator; (iib) the Liquidator (if other than the Administrative Manager) shall agree not to resign at any time without 15 days prior notice to the Managing Member Administrative Manager and may be removed at any time by the Managing MemberAdministrative Manager; and (iiic) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days be appointed by the Managing MemberAdministrative Manager. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE Article XI, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member Administrative Manager shall act as Liquidator.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (StartEngine Collectibles Fund I LLC), Limited Liability Company Agreement (StartEngine Collectibles Fund II LLC), Limited Liability Company Agreement (StartEngine Collectibles Fund I LLC)

Liquidator. Upon dissolution of the Company or termination Partnership, unless the business of any Seriesthe Partnership is continued pursuant to Section 12.2, the Managing Member General Partner shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iGeneral Partner) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by holders of at least a Unit Majority. The Liquidator (iiif other than the General Partner) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon notice of removal approved by holders of at least a Unit Majority. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Memberholders of at least a Unit Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 8 contracts

Samples: Limited Partnership Agreement (Phillips 66 Partners Lp), Partnership Interests Restructuring Agreement (Phillips 66), Agreement of Limited Partnership (Landmark Infrastructure Partners LP)

Liquidator. Upon dissolution of the Company or termination of any SeriesCompany, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator shall be entitled to receive such compensation for its services as Liquidator; (ii) may be approved by a majority of the Members. The Liquidator shall agree not to resign at any time without 15 days days' prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by a majority of the Managing Member; (iii) upon Members. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by holders of at least a majority of the Managing MemberMembers. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(a)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (Pacific Energy Partners Lp), Limited Liability Company Agreement (Pacific Energy Partners Lp), Limited Liability Company Agreement (Markwest Energy Partners L P)

Liquidator. Upon dissolution of the Company or termination of any SeriesPartnership, the Managing Member General Partner shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iGeneral Partner) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by holders of at least a majority of the Outstanding Common Units. The Liquidator (iiif other than the General Partner) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by holders of at least a majority of the Managing Member; (iii) upon Outstanding Common Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by holders of at least a majority of the Managing MemberOutstanding Common Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 8 contracts

Samples: Contribution Agreement (Southcross Energy Partners, L.P.), Contribution Agreement (American Midstream Partners, LP), Limited Partnership Agreement (American Midstream Partners, LP)

Liquidator. Upon dissolution of the Company or termination of any Series, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (ia) the Liquidator shall be entitled to receive compensation for its services as Liquidator; (iib) the Liquidator shall agree not to resign at any time without 15 days prior notice to the Managing Member and may be removed at any time by the Managing Member; and (iiic) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days be appointed by the Managing Member. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE Article XI, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (Neptune REM, LLC), Limited Liability Company Agreement (Neptune REM, LLC), Limited Liability Company Agreement (Neptune REM, LLC)

Liquidator. Upon dissolution of the Company or termination Partnership, unless the business of any Seriesthe Partnership is continued pursuant to Section 12.2, the Managing Member General Partner shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iGeneral Partner) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by holders of at least a majority of the Outstanding Common Units. The Liquidator (iiif other than the General Partner) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by holders of at least a majority of the Managing Member; (iii) upon Outstanding Common Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by holders of at least a majority of the Managing MemberOutstanding Common Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute US-DOCS\91120841.12 Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 6 contracts

Samples: Sponsor Equity Restructuring Agreement (Western Refining Logistics, LP), Merger Agreement (Andeavor Logistics Lp), Merger Agreement (Western Refining Logistics, LP)

Liquidator. Upon dissolution of the Company or termination of any Series, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator shall be entitled to receive compensation for its services as Liquidator; (ii) the Liquidator shall agree not to resign at any time without 15 fifteen (15) days prior notice to the Managing Member and may be removed at any time by the Managing Member; and (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty (30) days be appointed by the Managing Member. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XI, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Arrived Homes 5, LLC), Limited Liability Company Agreement (Arrived STR, LLC), Limited Liability Company Agreement (Arrived Homes 4, LLC)

Liquidator. Upon dissolution of the Company, unless the business of the Company or termination of any Seriesis continued pursuant to Section 12.2, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iManaging Member) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by holders of a majority of the Outstanding Units. The Liquidator (iiif other than the Managing Member) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by holders of a majority of the Managing Member; (iii) upon Outstanding Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by holders of a majority of the Managing MemberOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.4) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 6 contracts

Samples: Operating Agreement (EnLink Midstream, LLC), Preferred Restructuring Agreement (EnLink Midstream, LLC), Preferred Restructuring Agreement (EnLink Midstream Partners, LP)

Liquidator. Upon dissolution of the Company or termination in accordance with the provisions of any Seriesthis Article XII, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iManaging Member) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by the Managing Member. The Liquidator (iiif other than the Managing Member) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon . Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed selected by the Managing Member. The right to approve select a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved selected in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Viper Energy, Inc.), Limited Liability Company Agreement (Viper Energy, Inc.), Limited Liability Company Agreement (Kimbell Royalty Partners, LP)

Liquidator. Upon dissolution of the Company or termination of any Series, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator shall be entitled to receive compensation for its services as Liquidator; (ii) the Liquidator shall agree not to resign at any time without 15 fifteen (15) days prior notice to the Managing Member and may be removed at any time by the Managing Member; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty (30) days be appointed by the Managing Member. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XI, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Vestible Assets, LLC), Limited Liability Company Agreement (Vestible Assets, LLC), Limited Liability Company Agreement (Fintor Assets, LLC)

Liquidator. Upon dissolution of the Company or termination Partnership in accordance with the provisions of any SeriesArticle XII, the Managing Member General Partner shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iGeneral Partner) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by a Share Majority. The Liquidator (iiif other than the General Partner) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon notice of removal approved by holders of a Share Majority. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Memberholders of a Share Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 5 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (Tallgrass Energy, LP), Limited Partnership Agreement (Kelso GP VIII, LLC)

Liquidator. Upon dissolution of the Company or termination Partnership in accordance with the provisions of any SeriesArticle XII, the Managing Member General Partner shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iGeneral Partner) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by holders of a Unit Majority. The Liquidator (iiif other than the General Partner) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon notice of removal approved by a Unit Majority. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Membera Unit Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 5 contracts

Samples: Agreement of Limited Partnership (Equitrans Midstream Corp), Agreement of Limited Partnership (EQM Midstream Partners, LP), Convertible Preferred Unit Purchase Agreement (EQM Midstream Partners, LP)

Liquidator. Upon dissolution of the Company or termination of any Series, the Managing Member Manager shall select one or more Persons (which may be the Managing MemberManager) to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator shall be entitled to receive compensation for its services as Liquidator, which shall be borne by the Manager; (ii) the Liquidator shall agree not to resign at any time without 15 days prior notice to the Managing Member Manager and may be removed at any time by the Managing MemberManager; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days be appointed by the Managing MemberManager. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XI, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member Manager under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member Manager shall act as Liquidator.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Every Assets I, LLC), Limited Liability Company Agreement (Every Assets I, LLC), Limited Liability Company Agreement (Every Assets I, LLC)

Liquidator. Upon dissolution of the Company or termination of any SeriesCompany, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (ia) the Liquidator shall be entitled to receive compensation for its services as Liquidator; , (iib) the Liquidator shall agree not to resign at any time without 15 days prior notice to the Managing Member and may be removed at any time by the Managing Member; Member and (iiic) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days be appointed by the Managing Member. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle X, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Public Luxury Handbag Portfolio LLC), Limited Liability Company Agreement (Public Shrek Royalties LLC), Limited Liability Company Agreement (Public 1997 Michael Jordan PMG LLC)

Liquidator. Upon dissolution of the Company or termination in accordance with the provisions of any Seriesthis Article X, the Managing Sole Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iSole Member) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by the Sole Member. The Liquidator (iiif other than the Sole Member) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by the Managing Sole Member; (iii) upon . Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Sole Member. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle X, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties heretoSole Member, all of the powers conferred upon the Managing Sole Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 4 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (8point3 Energy Partners LP), Limited Liability Company Agreement (8point3 Energy Partners LP)

Liquidator. Upon dissolution of the Company or termination in accordance with the provisions of any Seriesthis Article XIII, the Managing Member a Majority Interest shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of The Liquidator (if other than a dissolution of the Company, (iMember) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by a Majority Interest. The Liquidator (iiif other than a Member) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon notice of removal approved by a Majority Interest. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Membera Majority Interest. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties Parties hereto, all of the powers conferred upon the Managing Member a Majority Interest under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 4 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Sunpower Corp), Limited Liability Company Agreement (First Solar, Inc.)

Liquidator. (a) Upon dissolution of the Company or termination of any SeriesCompany, the Managing Member Manager shall select one or more Persons to act as Liquidator (which may be the Managing MemberManager). The Liquidator (if other than the Manager) to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by the Manager. The Liquidator (iiif other than the Manager) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by the Managing Member; Manager. (iiib) upon Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed by the Managing MemberManager. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle IX, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member Manager under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 4 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Agreement (Apollo Global Management LLC), Limited Liability Company Agreement (Apollo Global Management LLC)

Liquidator. (a) Upon dissolution of the Company or termination of any SeriesCompany, the Managing Member Board shall select one or more Persons (which may be the Managing Member) to act as Liquidator. . (b) In the case of a dissolution of the Company, : (i) the Liquidator (if other than the Investment Manager) shall be entitled to receive such compensation for its services as Liquidator; may be approved by the Directors; (ii) the Liquidator (if other than the Investment Manager) shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by the Managing Member; Directors; (iii) upon dissolution, death, incapacity, removal removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing MemberDirectors. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle IX, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member Board under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Seriesthe Company, other than in connection with a dissolution of the Company, the Managing Member Investment Manager shall act as Liquidator.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Fundrise Growth Tech Fund, LLC), Limited Liability Company Agreement (Fundrise Income Real Estate Fund, LLC), Limited Liability Company Agreement (Fundrise Income Real Estate Fund, LLC)

Liquidator. Upon dissolution of the Company or termination of any SeriesPartnership, the Managing Member General Partner shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iGeneral Partner) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by holders of at least a Unit Majority. The Liquidator (iiif other than the General Partner) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon notice of removal approved by holders of at least a Unit Majority. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Memberholders of at least a Unit Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIXII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Spectra Energy Partners, LP), Equity Restructuring Agreement (Spectra Energy Partners, LP), Limited Partnership Agreement

Liquidator. Upon dissolution of the Company or termination of any SeriesPartnership, the Managing Member Board of Supervisors shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator shall be entitled to receive such compensation for its services as Liquidator; (ii) may be approved by holders of at least a majority of the Outstanding Common Units. The Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by holders of at least a majority of the Managing Member; (iii) upon Outstanding Common Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by holders of at least a majority of the Managing MemberOutstanding Common Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member Board of Supervisors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.10(a)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Suburban Propane Partners Lp), Limited Partnership Agreement (Suburban Propane Partners Lp)

Liquidator. Upon dissolution of the Company or termination Partnership, unless the business of any Seriesthe Partnership is continued pursuant to Section 12.2, the Managing Member General Partner shall select one or more Persons (which may be the Managing MemberGeneral Partner) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iGeneral Partner) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by the holders of a Unit Majority. The Liquidator (iiif other than the General Partner) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by the Managing Member; (iii) upon holders of a Unit Majority. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Memberholders of a Unit Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.4) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 2 contracts

Samples: Limited Partnership Agreement (American Energy Capital Partners - Energy Recovery Program, Lp), Agreement of Limited Partnership (American Energy Capital Partners, LP)

Liquidator. Upon dissolution of the Company or termination of any SeriesPartnership, the Managing Member Board of Supervisors shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator shall be entitled to receive such compensation for its services as Liquidator; (ii) may be approved by all of the Limited Partners. The Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by the Managing Member; (iii) upon all of Limited Partners. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Memberall of Limited Partners. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member Board of Supervisors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.9(a)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 2 contracts

Samples: Agreement of Limited Partnership (Suburban Propane Partners Lp), Limited Partnership Agreement (Suburban Propane Partners Lp)

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Liquidator. Upon dissolution of the Company or termination of any SeriesCompany, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator shall be entitled to receive such compensation for its services as Liquidator; (ii) may be approved by a majority of the Members. The Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by a majority of the Managing Member; (iii) upon Members. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by holders of at least a majority of the Managing MemberMembers. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(a)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Penn Virginia Resource Partners L P), Limited Liability Company Agreement (Penn Virginia Resource Partners L P)

Liquidator. Upon dissolution of the Company or termination of any SeriesCompany, the Managing Member Company Board shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator shall be entitled to receive such compensation for its services as Liquidator; (ii) may be approved by a majority of the Members. The Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by Members holding a majority-in-interest of the Managing Member; (iii) upon Membership Interests. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by holders of at least a majority of the Managing MemberMembers. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member Company Board under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (U.S. Shipping Partners L.P.), Limited Liability Company Agreement (U.S. Shipping Partners L.P.)

Liquidator. Upon dissolution of the Company or termination Partnership in accordance with the provisions of any SeriesArticle XII, the Managing Member General Partner shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iGeneral Partner) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by holders of a Unit Majority. The Liquidator (iiif other than the General Partner) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon notice of removal approved by a Unit Majority. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Membera Unit Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.4) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 2 contracts

Samples: Agreement of Limited Partnership (Shell Midstream Partners, L.P.), Partnership Interests Restructuring Agreement (Shell Midstream Partners, L.P.)

Liquidator. Upon dissolution of the Company or termination of any Series, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator shall be entitled to receive compensation for its services as Liquidator; (ii) the Liquidator shall agree not to resign at any time without 15 days prior notice to the Managing Member and may be removed at any time by the Managing Member; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days be appointed by the Managing Member. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE Article XI, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Wahed Real Estate Series 1 LLC)

Liquidator. Upon dissolution of the Company or termination of any Series, the Managing Member Manager shall select one or more Persons (which may be the Managing Member) to act as Liquidator, which Liquidator may be the Manager. In the case of a dissolution of the Company, (i) the Liquidator shall be is entitled to receive compensation for its services as Liquidatorservices; (ii) the Liquidator shall agree (if other than the Manager) agrees not to resign at any time without 15 days ten (10) business says' prior notice to the Managing Member and may be removed at any time by the Managing MemberManager; (iii) upon dissolution, death, incapacity, removal removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 fifteen (15) business days be appointed by the Managing MemberManager. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties heretoParties, all of the powers conferred upon the Managing Member Manager under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member Manager shall act as Liquidator.

Appears in 1 contract

Samples: Limited Liability Company Agreement (OneDoor Studios Entertainment Properties LLC)

Liquidator. Upon dissolution of the Company or termination in accordance with the provisions of any Seriesthis Article XII, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iManaging Member) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by the Managing Member. The Liquidator (iiif other than the Managing Member) the Liquidator shall agree not to resign at any time without 15 days days’ prior written notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon . Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed selected by the Managing Member. The right to approve select a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved selected in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Rattler Midstream Lp)

Liquidator. Upon dissolution of the Company or termination of any SeriesCompany, the Managing Member Board of Directors shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case Board of a dissolution of the Company, (iDirectors) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by holders of a Share Majority. The Liquidator (iiif other than the Board of Directors) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon notice of removal approved by holders of a Share Majority. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Memberholders of a Share Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fortis Minerals, LLC)

Liquidator. Upon dissolution of the Company or termination of any Series, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (ia) the Liquidator shall be entitled to receive compensation for its services as Liquidator; (iib) the Liquidator shall agree not to resign at any time without 15 days prior notice to the Managing Member and may be removed at any time by the Managing Member; (iiic) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days be appointed by the Managing Member. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIVIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member on behalf of the Company shall act as Liquidator.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Red Oak Capital Fund Series, LLC)

Liquidator. Upon dissolution of the Company or termination of any SeriesCompany, the Managing Member Company Board shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator shall be entitled to receive such compensation for its services as Liquidator; (ii) may be approved by a majority of the Members. The Liquidator shall agree not to resign at any time without 15 days days' prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by Members holding a majority-in-interest of the Managing Member; (iii) upon Membership Interests. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by holders of at least a majority of the Managing MemberMembers. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member Company Board under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 1 contract

Samples: Limited Liability Company Agreement (U.S. Shipping Partners L.P.)

Liquidator. Upon dissolution of the Company or termination in accordance with the provisions of any Seriesthis Article XII, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iManaging Member) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by the Managing Member. The Liquidator (iiif other than the Managing Member) the Liquidator shall agree not to resign at any time without 15 days days' prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon . Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed selected by the Managing Member. The right to approve select a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved selected in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 1 contract

Samples: Recapitalization Agreement (Kimbell Royalty Partners, LP)

Liquidator. Upon dissolution of the Company or termination of any SeriesCompany, the Managing Member Board shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator shall be entitled to receive such compensation for its services as Liquidator; (ii) may be approved by the Majority of the Common Interest Members. The Liquidator shall agree not to resign at any time without 15 days days' prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by the Managing Member; (iii) upon Majority of the Common Interest Members. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing MemberMajority of the Common Interest Members. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed xxxx xx to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon on the Managing Member Board under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon on the exercise of such powers) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 1 contract

Samples: Operating Agreement (U S Timberlands Klamath Falls LLC)

Liquidator. Upon dissolution of the Company or termination of any SeriesCompany, the Managing Member Board of Directors shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case Board of a dissolution of the Company, (iDirectors) the Liquidator shall be entitled to Table of Contents receive such compensation for its services as Liquidator; may be approved by holders of a Share Majority. The Liquidator (iiif other than the Board of Directors) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon notice of removal approved by holders of a Share Majority. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Memberholders of a Share Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle VIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Och-Ziff Capital Management Group LLC)

Liquidator. Upon dissolution of the Company or termination Partnership, unless the business of any Seriesthe Partnership is continued pursuant to Section 12.2, the Managing Member General Partner shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iGeneral Partner) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by holders of at least a Majority Interest. The Liquidator (iiif other than the General Partner) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon notice of removal approved by holders of at least a Majority Interest. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing Memberholders of at least a Majority Interest. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 1 contract

Samples: Limited Partnership Agreement (DCP Midstream, LP)

Liquidator. Upon dissolution of the Company or termination of any SeriesSPE, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator shall be entitled to receive compensation for its services as Liquidator; (ii) the Liquidator shall agree not to resign at any time without 15 days prior notice to the Managing Member and may be removed at any time by the Managing Member; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days be appointed by the Managing Member. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XI, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a SeriesSPE, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bran Urban Growth Fund LLC)

Liquidator. Upon dissolution of the Company or termination in accordance with the provisions of any Seriesthis ‎Article XII, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In The Liquidator (if other than the case of a dissolution of the Company, (iManaging Member) the Liquidator shall be entitled to receive such compensation for its services as Liquidator; may be approved by the Managing Member. The Liquidator (iiif other than the Managing Member) the Liquidator shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by the Managing Member; (iii) upon . Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed selected by the Managing Member. The right to approve select a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XI‎Article XII, the Liquidator approved selected in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Kimbell Royalty Partners, LP)

Liquidator. Upon dissolution of the Company or termination of any SeriesCompany, the Managing Member Manager shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, , (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as Liquidator; may be separately approved by the Manager; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days days’ prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal separately approved by the Managing MemberManager; and (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed separately approved by the Managing MemberManager. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle VIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Seriesthe Company, other than in connection with a dissolution of the Company, the Managing Member Manager shall act as Liquidator.

Appears in 1 contract

Samples: Operating Agreement (Landa Financing LLC)

Liquidator. Upon dissolution of the Company or termination of any SeriesPartnership, the Managing Member Board of Supervisors shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator shall be entitled to receive such compensation for its services as Liquidator; (ii) may be approved by the Limited Partners. The Liquidator shall agree not to resign at any time without 15 days days' prior notice to the Managing Member and may be removed at any time time, with or without cause, by notice of removal approved by the Managing Member; (iii) upon Limited Partners. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be appointed approved by the Managing MemberLimited Partners. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XIArticle XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member Board of Supervisors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.9(a)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Suburban Propane Partners Lp)

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