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:
(i) first, to creditors, including Partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Partnership (whether by payment or by establishment or reserves as determined by the Liquidator in its sole discretion), other than distributions to Partners pursuant to Section 5, and
(ii) second, to the Partners in accordance with their positive Capital Account balances. It is intended that such distributions will result in the Partners receiving aggregate distributions in the order of and equal to the amount of distributions that would have been received if the liquidating distributions were made in accordance with Section 5.1. However, if the balances in the Capital Accounts do not result in such intention being satisfied, items of Profits and Losses will be reallocated among the Partners for the Fiscal Year of the liquidation (and, at the election of the General Partner, if necessary and permissible, prior Fiscal Years) so as to cause the balances in the Capital Accounts to be in the amounts necessary to assure that such result is achieved. Notwithstanding anything herein to the contrary, in the event the Partnership is liquidated within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), liquidation distributions shall be made by the end of the taxable year in which the Partnership liquidates or, if later, within ninety (90) days of the date of such liquidation.
(b) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to this Section 13 may be:
(i) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership Assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligati...
Winding Up; Liquidation. 50 13.3 No Obligation to Contribute Deficit.............................. 51 13.4
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.
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.
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:
(a) As promptly as practicable after an event of withdrawal and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which winding up occurs or the final liquidation is completed, as applicable;
(b) The liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances) or otherwise make adequate provision for them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and
(c) Settle the accounts among the Partners as follows:
(i) The liquidator may sell any or all of the remaining Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners;
(ii) With respect to all remaining Partnership property that has not been sold, the Fair Market Value of that property shall be determined and the capital accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the capital accounts previously would be allocated among the Partners if there were a taxable disposition of that property for the Fair Market Value of that property on the date of termination;
(iii) Remaining Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause (iii)); and
(iv) Any remaining Partnership property shall be distributed in proportion to the Partner’s percentage interest in the Partnership....
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 Exhibit A: Initial Partnership Interests Exhibit B: Exclusive Series AC Assets Exhibit C: Exclusive Series EA Assets Exhibit D: Shared Assets 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 Partners in the Partnership associated with any Series or the Partnership generally as provided herein.
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:
(i) The expenses of liquidation and the debts (including any payment due under a Credit Facility) of the Partnership, other than the debts owing to the Partners, shall be paid by the Partnership. Any reserves shall be established or continued which the General Partner deems reasonably necessary for any liabilities to be satisfied in the future, for any contingent or unforeseen liabilities or obligations of the Partnership or for its liquidation. Such reserves shall be held by the Partnership for the payment of any of the aforementioned contingencies and at the expiration of such period as the General Partner shall reasonably deem advisable, the Partnership shall distribute the balance thereafter remaining;
(ii) Such debts as are owing to the Partners, including in the case of the General Partner unpaid expense accounts or advances made to or for the benefit of the Partnership, shall be paid; Agreement.
(iii) The balance in accordance with Section 7.1.3 of this (iv) provided, that all such distributions in this Section 13.2(a) shall be subject to (A) the right of the General Partner to receive the distributions, if any, to which it is entitled pursuant to Section 7.1.1 of this Agreement and to receive the accrued, but not yet distributed, Special GP Distributions, if any (any such Special GP Distribution shall be applied under this Section 13.2(a)(iv)) and (B) the right of any General Partner Group Limited Partner to receive the accrued, but not yet distributed, Special GP Group LP Distributions, if any (any such Special GP Group LP Distribution shall be applied under this Section 13.2(a)(iv) as set forth in Section 9.2 of this Agr...
Winding Up; Liquidation. Upon the occurrence of a Dissolution Event, the Company will continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its Property, and satisfying the claims of its creditors and Members. No Member will take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. All covenants contained and obligations provided for in this LLC Agreement and the other Operative Agreements will continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 13.6 and the Certificate of Cancellation has been filed in accordance with the Act. The Governance Board will use reasonable efforts to wind up and dissolve the Company within ninety (90) days of the occurrence of the Dissolution Event.
Winding Up; Liquidation dissolution, bankruptcy or restructuring
