Common use of Winding Up and Termination Clause in Contracts

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a liquidatorliquidator (which shall be the “liquidating trustee” for purposes of the Act). The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a liquidatorliquidator (which shall be the “liquidating trustee” for purposes of the Act). The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding winding-up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: : (i) as promptly as possible after dissolution and again after final winding winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding winding-up is completed, as applicable; ; (ii) subject to the Act, the liquidator shall discharge satisfy from Company funds all of the debts, liabilities and obligations of the Company (Company, including all expenses incurred in winding up winding-up, or otherwise make adequate provision for payment and discharge satisfaction thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 13.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property property, and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a liquidatorliquidator (who will be the “liquidating trustee” for purposes of the Act). The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge satisfy from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge satisfaction thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a liquidatorliquidating trustee. The liquidator liquidating trustee shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator liquidating trustee are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator liquidating trustee shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator liquidating trustee shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and and, to the fullest extent permitted by law, constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in the winding up up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1.. WESTERN GAS EQUITY HOLDINGS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a liquidatorliquidator (which shall be the “liquidating trustee” for purposes of the Act). The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding winding-up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding winding-up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge satisfy from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding winding-up or otherwise make adequate provision for payment and discharge satisfaction thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property property, and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members Managing Member shall act as, or alternatively appoint, a liquidatorliquidator (who will be the “liquidating trustee” for purposes of the Act). The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge satisfy from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge satisfaction thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) 14.2.1 On the occurrence of a Dissolution Eventan event described in Section 14.1.1, the Members Managers shall act as liquidator or may appoint one or more Members or Managers as liquidator; provided, however, that (i) no Member with respect to whom an event described in Section 14.1.1 has occurred shall serve as (or act with any other Person as, or alternatively appoint, ) a liquidator, either in its capacity as a Member or (if applicable) a Manager, and (ii) if application of the foregoing clause (i) results in there being no liquidator, then the liquidator shall be selected by a Majority Interest (calculated without reference to any Member referred to in such clause (ii)). The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Florida Act. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Managers. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by For the liquidator are as follows: (i) as promptly as possible after dissolution sake of clarity and again after final winding upin an abundance of caution, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, any and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be repaid prior to the Company making any distributions to Members in connection with the winding up process. 14.2.2 Any assets of the Company remaining at the conclusion of the winding up process shall be distributed to among the Members in accordance with Section 6.1. (b) their positive capital accounts. All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination. The distribution of cash or and/or property to a Member in accordance with the provisions of this Section 12.2 14.2.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have each Member has consented within the meaning of the Applicable Law. 14.2.3 On completion of such final distribution, the Managers shall file Articles of Dissolution with the Secretary of State of Florida, cancel any other filings made pursuant to Section 18-502(b) 1.6, and take such other actions as may be necessary to terminate the existence of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members Member shall act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The reasonable costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Member. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debtsindebtedness, liabilities and obligations of the Company (including all expenses incurred in winding up up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured contingent liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Member as follows: (A) the liquidator may sell any or all Company property, including to the Member; (B) Company property (including cash) shall be distributed to the Members in accordance with Section 6.15.2. (b) The distribution of cash or property to a the Member in accordance with the provisions of this Section 12.2 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest membership interest and all the Company’s property and constitutes a compromise to which all Members have the Member has consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members Management Committee shall select one Member to act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured contingent liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.as follows:

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members Sole Member shall act as, or alternatively appoint, a liquidatorliquidator (which shall be the “liquidating trustee” for purposes of the Act). The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds satisfy all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up up), whether by payment or otherwise make the making of adequate provision for payment and discharge satisfaction thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1Sole Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in the winding up up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Eventdissolution, the Members shall act as, or alternatively appoint, a liquidator. The liquidator Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the Member shall continue to operate the Company=s assets with the same power and authority it had prior to the dissolution. The steps to be accomplished by the liquidator Member are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator Member shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s =s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator Member shall discharge from Company the Company=s funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured contingent liabilities in such amount and for such term as the liquidator Member may reasonably determine)); and (iii) all remaining assets (including cash) of the Company shall be distributed to the Members in accordance with Section 6.1Member. (b) The distribution of cash or property other assets to a Member in accordance with the provisions of this Section 12.2 9.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property =s assets and constitutes a compromise to which all Members have the Member has consented pursuant to Section 18-502(b18‑502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a liquidator. The liquidator Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the Managing Member shall continue to operate the Company=s assets with the same power and authority it had prior to the dissolution. The steps to be accomplished by the liquidator Managing Member are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator Managing Member shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s =s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator Managing Member shall discharge from Company the Company=s funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured contingent liabilities in such amount and for such term as the liquidator Managing Member may reasonably determine)); and (iii) all remaining assets of the Company (including cash) shall be distributed to among the Members in accordance with Section 6.15.04. (b) The distribution of cash or property other assets to a Member in accordance with the provisions of this Section 12.2 10.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property =s assets and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b18‑502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Class A Members shall select one or more Persons to act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware LLC Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject the liquidator may sell any or all Company property (except cash), including to Members (to the Act, extent otherwise permitted by law); (iii) the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, contingent conditional and or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iiiiv) all remaining assets of the Company (including cash) shall be distributed to the Members in accordance with Section 6.15.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and its share of all the Company’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Delaware LLC Act. No Member shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. To the extent that a Member returns funds to the Company, such Member shall have it has no claim against any other Member for those funds. (c) On completion of such final distribution, the liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members Board shall select one or more Persons to act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured contingent liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1sole Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Delaware Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. (c) On completion of such final distribution, the liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On Upon any event requiring winding up of the occurrence of a Dissolution EventCompany, the Members Member shall act as, or alternatively appoint, a serve as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the ActTBOC. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company’s assets, with all of the Member’s authority subject to the provisions of this Agreement. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution an event of winding up and again after final completion of the process of winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution event requiring winding up occurs or the final winding up liquidation is completed, as applicable; (iib) subject to the Act, the liquidator shall cause the notice described in Section 11.052 of the TBOC to be sent to each known claimant against the Company to the extent, and in the manner, described in Section 11.052 of the TBOC; (c) the liquidator shall pay, satisfy, or discharge from Company funds all of the debts, liabilities liabilities, and obligations of the Company (including all expenses incurred in winding up up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured contingent liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iiid) all remaining assets of the Company may be sold and, whether or not sold, shall be distributed to the Members in accordance with Section 6.1. (b) Member. The distribution of cash or and/or other property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and 10.2 will constitute a complete distribution to the Member of with respect to its Membership Interest and all the Member’s interest in the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those fundsproperty.

Winding Up and Termination. (a) On the occurrence of a Dissolution EventEvent of the type described in Section 12.01, the Members Board shall select one or more Persons to act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, liabilities and operations through the last day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured contingent liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. as follows: (bA) The distribution the liquidator may sell any or all Company Property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of cash or property to a Member the Members in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.Article V;

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members Managing Member shall act as, or alternatively appoint, a liquidatorliquidator (who will be the “liquidating trustee” for purposes of the Act). The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge satisfy from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge satisfaction thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.16.1 (without regard to Section 6.1(b)). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members Board shall select one or more Persons to act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware LLC Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company Property. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilitiesLiabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject the liquidator may sell any or all Company Property (except cash), including to the Act, Member (to the extent otherwise permitted by law); (iii) the liquidator shall discharge from Company funds all of the debts, liabilities Liabilities and obligations of the Company (including all expenses incurred in winding up up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, contingent conditional and or unmatured liabilities Liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iiiiv) all remaining assets of the Company (including cash) shall be distributed to the Members in accordance with Section 6.1Member. (b) The distribution of cash or property Property to a the Member in accordance with the provisions of this Section 12.2 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member in respect of its Membership Interest and its share of all the Company’s property Property and constitutes a compromise to which all Members members of the Company have consented pursuant to within the meaning of Section 18-502(b) of the Delaware LLC Act. The Member shall not be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 8.2. To the extent that a the Member returns funds to the Company, such Member shall have it has no claim against any other Member member of the Company for those funds. (c) On completion of such final distribution, the liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a liquidatorliquidator (which shall be the “liquidating trustee” for purposes of the Act). The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable;applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members Board shall act as, or alternatively appoint, a liquidatorliquidator (who will be the “liquidating trustee” for purposes of the Act). The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge satisfy from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge satisfaction thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members Board shall appoint a Person to act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 12.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall select one or more Persons to act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware LLC Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject the liquidator may sell any or all Company property (except cash), including to Members (to the Act, extent otherwise permitted by law); (iii) the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, contingent conditional and or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iiiiv) all remaining assets of the Company (including cash) shall be distributed to the Members in the same manner in which non-liquidating distributions are made in accordance with Section 6.15.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and its share of all the Company’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Delaware LLC Act. No Member shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. To the extent that a Member returns funds to the Company, such Member shall have it has no claim against any other Member for those funds. (c) On completion of such final distribution, the liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in the winding up up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have it has no claim against any other Member for those funds.. WESTERN GAS HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members Board of Directors shall select one more Persons to act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after Until final winding updistribution, the liquidator shall cause a proper accounting continue to be made by a recognized firm of certified public accountants of operate the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds properties with all of the debts, liabilities power and obligations authority of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge thereof (including the establishment Board of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1Directors. (b) Any assets of the Company remaining at the conclusion of the winding- up process shall be distributed among the Shareholders in accordance with their respective relative rights and preferences to liquidating distributions specified in Article 4 or in the Designation authorizing the issuance of their respective Company Securities. All distributions in kind to the Shareholders shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for the payment of which the Company has committed prior to the date of termination. The distribution of cash or property to a Member Shareholder in accordance with the provisions of this Section 12.2 10.02(b) constitutes a complete return to the Member Shareholder of its Capital Contributions and a complete distribution to the Member Shareholder of its Membership Interest and share of all the Company’s 's property and constitutes a compromise to which all Members Shareholders have consented pursuant to within the meaning of Section 18-502(b) of the Act. To . (c) On completion of such final distribution, the extent that liquidator shall file a Member returns funds Certificate of Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.05, and take such other actions as may be necessary to terminate the existence of the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall select one or more Persons to act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware LLC Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, contingent conditional and or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); (iii) the liquidator may sell any or all Company property (except cash), including to Members; and (iiiiv) all remaining assets of the Company (including cash) shall be distributed to the Members in the same manner in which non-liquidating distributions are made in accordance with Section 6.15.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and its share of all the Company’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Delaware LLC Act. No Member shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. To the extent that a Member returns funds to the Company, such Member shall have it has no claim Claim against any other Member for those funds. (c) On completion of such final distribution, the liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by Applicable Law.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a liquidatorliquidator (which shall be the “liquidating trustee” for purposes of the Act). The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); andand Western Gas Holdings, LLC Limited Liability Company Agreement (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Common Members shall act as, or alternatively appoint, a liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the Common Members shall continue to operate the Company's assets with the same power and authority they had prior to the Dissolution Event. The steps to be accomplished by the liquidator Common Members are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator Common Members shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator Common Members shall discharge from Company the Company's funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured contingent liabilities in such amount and for such term as the liquidator Common Members may reasonably determine)); (iii) the Common Members may sell any or all the Company's assets, including to any one or more of the Members; and (iiiiv) all remaining the Company's assets of the Company (including cash) shall be distributed to the Members in accordance with Section 6.15.03, above. (b) The distribution of cash or property other assets to a Member in accordance with the provisions of this Section 12.2 9.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property 's assets and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a liquidatorliquidating trustee. The liquidator liquidating trustee shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator liquidating trustee are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator liquidating trustee shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator liquidating trustee shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 11.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and and, to the fullest extent permitted by law, constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Eventdissolution, the Members shall act as, or alternatively appoint, a liquidator. The liquidator Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the Member shall continue to operate the Company’s assets with the same power and authority it had prior to the dissolution. The steps to be accomplished by the liquidator Member are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator Member shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator Member shall discharge from Company the Company’s funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured contingent liabilities in such amount and for such term as the liquidator Member may reasonably determine)); and (iii) all remaining assets (including cash) of the Company shall be distributed to the Members in accordance with Section 6.1Member. (b) The distribution of cash or property other assets to a Member in accordance with the provisions of this Section 12.2 9.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property assets and constitutes a compromise to which all Members have the Member has consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in the winding up up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and (iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1.. WESTERN MIDSTREAM HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have it has no claim against any other Member for those funds.