Winding Up; Liquidation. (a) Upon dissolution of the Partnership, the business and affairs of the Partnership shall be wound up as provided in this Section 13.2. The General Partner shall act as the “Liquidator” (or, in the event there is no remaining General Partner, any Person elected by Limited Partners holding more than 50% of the total number of Partnership Units then issued and outstanding). The Liquidator shall wind up the affairs of the Partnership, shall dispose of such Partnership Assets as it deems necessary or appropriate and shall pay and distribute the assets of the Partnership, including the proceeds of any such disposition, as follows:
Winding Up; Liquidation. 50 13.3 No Obligation to Contribute Deficit.............................. 51 13.4
Winding Up; Liquidation. (a) Except as otherwise provided in this Agreement, upon dissolution of the Partnership, the General Partner shall liquidate the Assets of the Partnership, apply and distribute the proceeds thereof as contemplated by this Agreement and cause the cancellation of the Partnership’s Certificate. As soon as possible after the dissolution of the Partnership, a full account of the assets and liabilities of the Partnership shall be taken, and a statement shall be prepared by the independent accountants then acting for the Partnership setting forth the assets and liabilities of the Partnership. A copy of such statement shall be furnished to each of the Partners within ninety (90) days after such dissolution. Thereafter, the Assets shall be liquidated as promptly as possible and the proceeds thereof shall be applied in the following order:
Winding Up; Liquidation. Upon dissolution, an accounting shall be made by the Company's independent accountants of the accounts of the Company and of the Company's assets, liabilities and operations, from the date of the previous accounting until the date of the Dissolution Event, and the Managing Member shall appoint a liquidator (the "Liquidator") to liquidate and wind up the affairs of the Company. The Liquidator shall sell or otherwise liquidate all of the Company's assets as promptly as practicable and allocate any profit or loss resulting from sales of Company assets to the Members in accordance with this Agreement.
Winding Up; Liquidation and Distribution of Assets of the Company Upon Dissolution of the Company. Upon the dissolution of the Company pursuant to Section 16.1, the Company shall be wound up by winding up each Series in the manner contemplated by Section 16.3. The Company shall continue as a separate legal entity until the cancellation of the Certificate of Formation in accordance with the Act.
Winding Up; Liquidation. The decision to wind up and liquidate the Company shall be taken by the Sole Shareholder or by the Shareholders acting collectively in accordance with the majority provisions of Article 14.1.2 (except in the event of Enforcement of the Pledges of the Share Accounts in which case the decision shall be made according to the majority rules set forth in Article 14.1.3.) The liquidation surplus shall be allocated among the Shareholders in accordance with the provisions of Article 9.2.4.
Winding Up; Liquidation and Distribution of Assets of the Partnership or a Series Upon Dissolution of the Partnership or Termination of Such Series. 81 Section 11.4 Cancellation of Certificate of Limited Partnership. 82 Section 11.5 Return of Capital Contributions. 82 Section 11.6 Waiver of Partition. 82 Section 11.7 Capital Account Restoration. 83 ARTICLE XII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE; MERGER 83 Section 12.1 Amendment. 83 Section 12.2 Amendment Requirements. 83 Section 12.3 Voting Rights. 83 Section 12.4 Meetings. 83 Section 12.5 Place of Meetings. 84 Section 12.6 Notice of Meetings. 84 Section 12.7 Quorum. 84 Section 12.8 Proxies. 85 Section 12.9 Action Without a Meeting. 85 Section 12.10 Waiver of Notice. 85 Section 12.11 Merger, Consolidation and Conversion. 85 ARTICLE XIII GENERAL PROVISIONS 86 Section 13.1 Addresses and Notices; Written Communications. 86 Section 13.2 Further Action. 87 Section 13.3 Binding Effect. 87 Section 13.4 Integration. 87 Section 13.5 Creditors. 87 Section 13.6 Waiver. 87 Section 13.7 Counterparts. 87 Section 13.8 Applicable Law. 87 Section 13.9 Invalidity of Provisions. 87 Section 13.10 Consent of Partners. 88 Section 13.11 Third Party Beneficiaries. 88 EXHIBITS Exhibit A: Initial Partnership Interests Exhibit B: Exclusive Series AC Assets Exhibit C: Exclusive Series EA Assets Exhibit D: Shared Assets FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENBRIDGE ENERGY, LIMITED PARTNERSHIP THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of May 17, 2012, is entered into by and among Enbridge Pipelines (Lakehead) L.L.C., a Delaware limited liability company (“Lakehead GP”), and Enbridge Pipelines (Wisconsin) Inc., a Wisconsin corporation (“Wisconsin GP”), each as a general partner of the Partnership with respect to the applicable Series as set forth opposite its name on Exhibit A and, in the case of Lakehead GP, as a general partner of the Partnership generally, and Enbridge Energy Company, Inc., a Delaware corporation (“EECI”), Enbridge Pipelines (Alberta Clipper) L.L.C., a Delaware limited liability company (“EECI AC Sub”), Enbridge Pipelines (Eastern Access) L.L.C., a Delaware limited liability company (“EECI EA Sub”), and Enbridge Energy Partners, L.P., a Delaware limited partnership (“Enbridge Partners”), each as a limited partner of the Partnership with respect to the applicable Series set forth opposite its name on Exhibit A, together with any other Persons who become Partn...
Winding Up; Liquidation and Distribution of Assets of a Series Upon Termination of Such Series: (a) Upon termination of a Series, an accounting shall be made of the accounts of the Company with respect to such Series and of the assets, liabilities and operations associated with such Series, from the date of the last previous accounting until the date of such termination. The Managers associated with such Series shall immediately proceed to wind up the affairs of such Series. (b) If a Series is terminated and its affairs are to be wound up, the Managers associated with such Series shall: (i) Sell or otherwise liquidate all of the assets of such Series as promptly as practicable (except to the extent such Managers may determine to distribute any assets to the Members in kind); (ii) Allocate any Profits or Losses resulting from such sales to the respective Capital Accounts of the Members associated with such Series in accordance with Article IX hereof; (iii) Satisfy (whether by payment or reasonable provision for payment thereof) all liabilities of the Company with respect to such Series, including liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions (for purposes of determining the Capital Accounts of the Members associated with such Series, the amounts of any Reserves created in connection with the liquidation of such Series shall be deemed to be an expense of the Company with respect to such Series); and (iv) Distribute the remaining assets of such Series to the Members associated with such Series in accordance with their Capital Account balances after giving effect to all contributions, distributions, and allocations for all periods. (c) Notwithstanding anything to the contrary in this Agreement, if upon the termination and liquidation of any Series, any Member associated with such Series has a deficit balance in his, her or its Capital Account associated with such Series (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such termination and liquidation occurs), such Member shall have no obligation to make any Capital Contribution, or otherwise restore the deficit balance in such Members’‘ Capital Account associated with such Series, and such deficit Capital Account balance shall not be considered a debt owed by such Member to the Company with respect to such Series or otherwise, to any...
Winding Up; Liquidation and Distribution of Assets of the Company Upon Dissolution of the Company: Upon the dissolution of the Company pursuant to Section 12.01, the Company shall be wound up by winding up each Series in the manner contemplated by Section 12.03, except that, for purposes of Section 12.03(b)(iv), the separate Capital Accounts of each Member associated with more than one Series shall be combined into a single Capital Account of such Member. Section 12.05 –
Winding Up; Liquidation. After the occurrence of an event requiring winding up occurs, the Partners who have not withdrawn shall wind up the Partnership’s business and shall appoint a person as liquidator who shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expense. The steps to be accomplished by the liquidator are as follows:
