Common use of Withdrawal of the Manager Clause in Contracts

Withdrawal of the Manager. (a) The Manager shall be deemed to have withdrawn from the Company upon the occurrence of any one of the following events (each such event herein referred to as an “Event of Withdrawal”); (i) The Manager voluntarily withdraws from the Company by giving written notice to the other Members; (ii) The Manager transfers all of its Managing Member Interest pursuant to Section 4.6; (iii) The Manager is removed pursuant to Section 11.2; (iv) The Manager (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for relief under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Manager in a proceeding of the type described in clauses (A) through (C) of this Section 11.1(a)(iv); or (E) seeks, consents to or acquiesces in the appointment of a trustee (but not a debtor-in-possession), receiver or liquidator of the Manager or of all or any substantial part of its properties; (v) A final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy Code is entered by a court with appropriate jurisdiction pursuant to a voluntary or involuntary petition by or against the Manager; or (vi) (A) in the event the Manager is a corporation, a certificate of dissolution or its equivalent is filed for the Manager, or 90 days expire after the date of notice to the Manager of revocation of its charter without a reinstatement of its charter, under the laws of its state of incorporation; (B) in the event the Manager is a limited liability company or a partnership, the dissolution and commencement of winding up of the Manager; (C) in the event the Manager is acting in such capacity by virtue of being a trustee of a trust, the termination of the trust; (D) in the event the Manager is a natural person, his death or adjudication of incompetency; and (E) otherwise in the event of the termination of the Manager. If an Event of Withdrawal specified in Section 11.1(a)(iv), (v) or (vi)(A), (B), (C) or (E) occurs, the withdrawing Manager shall give notice to the Non-Managing Members within 30 days after such occurrence. The Members hereby agree that only the Events of Withdrawal described in this Section 11.1 shall result in the withdrawal of the Manager from the Company. (b) Withdrawal of the Manager from the Company upon the occurrence of an Event of Withdrawal shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Closing Date and ending at 11:59 pm, prevailing Mountain Time, on March 31, 2020, the Manager voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Non-Managing Members; provided, that prior to the effective date of such withdrawal, the withdrawal is approved by Unitholders holding at least a majority of the Outstanding Common Units (excluding Common Units held by the Manager and its Affiliates) and the Manager delivers to the Company an Opinion of Counsel (“Withdrawal Opinion of Counsel”) that such withdrawal (following the selection of the successor Manager) would not result in the loss of the limited liability under the Delaware Act of any Non-Managing Member or cause any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed); (ii) at any time after 11:59 pm, prevailing Mountain Time, on March 31, 2020, the Manager voluntarily withdraws by giving at least 90 days’ advance notice to the Unitholders, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the Manager ceases to be the Manager pursuant to Section 11.1(a)(ii) or is removed pursuant to Section 11.2; or (iv) notwithstanding clause (i) of this sentence, at any time that the Manager voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Non-Managing Members, such withdrawal to take effect on the date specified in the notice, if at the time such notice is given one Person and its Affiliates (other than the Manager and its Affiliates) own beneficially or of record or control at least 50% of the Outstanding Units. The withdrawal of the Manager from the Company upon the occurrence of an Event of Withdrawal shall also constitute the withdrawal of the Manager as managing member or general partner, if any, to the extent applicable, of the other Group Members. If the Manager gives a notice of withdrawal pursuant to Section 11.1(a)(i), the holders of a Unit Majority, may, prior to the effective date of such withdrawal, elect a successor Manager. The Person so elected as successor Manager shall automatically become the successor managing member or general partner, to the extent applicable, of the other Group Members of which the Manager is a managing member or a general partner. If, prior to the effective date of the Manager’s withdrawal, a successor is not selected by the Unitholders as provided herein or the Company does not receive a Withdrawal Opinion of Counsel, the Company shall be dissolved in accordance with Section 12.1 unless the business of the Company is continued pursuant to Section 12.2. Any successor Manager elected in accordance with the terms of this Section 11.1 shall be subject to the provisions of Section 10.2.

Withdrawal of the Manager. (a) The Manager shall be deemed to have withdrawn from the Company upon the occurrence of any one of the following events (each such event herein referred to as an “"Event of Withdrawal”"); (i) The Manager voluntarily withdraws from the Company by giving written notice to the other Members; (ii) The Manager transfers all of its Managing Member Interest pursuant to Section 4.6; (iii) The Manager is removed pursuant to Section 11.2; (iii) The Manager withdraws from, or is removed as the General Partner of, the MLP; (iv) The Manager (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for relief under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Manager in a proceeding of the type described in clauses (A) through (CA)-(C) of this Section 11.1(a)(iv); or (E) seeks, consents to or acquiesces in the appointment of a trustee (but not a debtor-in-debtor in possession), receiver or liquidator of the Manager or of all or any substantial part of its properties; (v) A final and non-appealable nonappealable order of relief under Chapter 7 of the United States Bankruptcy Code is entered by a court with appropriate jurisdiction pursuant to a voluntary or involuntary petition by or against the Manager; or (vi) (A) in the event the Manager is a corporation, a certificate of dissolution or its equivalent is filed for the Manager, or 90 days expire after the date of notice to the Manager of revocation of its charter without a reinstatement of its charter, under the laws of its state of incorporation; (B) in the event the Manager is a partnership or limited liability company or a partnershipcompany, the dissolution and commencement of winding up of the Manager; (C) in the event the Manager is acting in such capacity by virtue of being a trustee of a trust, the termination of the trust; (D) in the event the Manager is a natural person, his death or adjudication of incompetency; and (E) otherwise in the event of the termination of the Manager. . (b) If an Event of Withdrawal specified in Section 11.1(a)(iv11.1(a)(iii), (iv), (v) or (vi)(A), (B), (C) or (Evi) occurs, the withdrawing Manager shall give notice to the Non-Managing Members within 30 days after such occurrence. The Members hereby agree that only the Events of Withdrawal described in this Section 11.1 shall result in the withdrawal of the Manager from the Company. (b) Withdrawal of the Manager from the Company upon the occurrence of an Event of Withdrawal shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Closing Date and ending at 11:59 pm, prevailing Mountain Time, on March 31, 2020, the Manager voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Non-Managing Members; provided, that prior to the effective date of such withdrawal, the withdrawal is approved by Unitholders holding at least a majority of the Outstanding Common Units (excluding Common Units held by the Manager and its Affiliates) and the Manager delivers to the Company an Opinion of Counsel (“Withdrawal Opinion of Counsel”) that such withdrawal (following the selection of the successor Manager) would not result in the loss of the limited liability under the Delaware Act of any Non-Managing Member or cause any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed); (ii) at any time after 11:59 pm, prevailing Mountain Time, on March 31, 2020, the Manager voluntarily withdraws by giving at least 90 days’ advance notice to the Unitholders, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the Manager ceases to be the Manager pursuant to Section 11.1(a)(ii) or is removed pursuant to Section 11.2; or (iv) notwithstanding clause (i) of this sentence, at any time that the Manager voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Non-Managing Members, such withdrawal to take effect on the date specified in the notice, if at the time such notice is given one Person and its Affiliates (other than the Manager and its Affiliates) own beneficially or of record or control at least 50% of the Outstanding Units. The withdrawal of the Manager from the Company upon the occurrence of an Event of Withdrawal shall also constitute the withdrawal of the Manager as managing member or general partner, if any, to the extent applicable, of the other Group Members. If the Manager gives a notice of withdrawal pursuant to Section 11.1(a)(i), the holders of a Unit Majority, may, prior to the effective date of such withdrawal, elect a successor Manager. The Person so elected as successor Manager shall automatically become the successor managing member or general partner, to the extent applicable, of the other Group Members of which the Manager is a managing member or a general partner. If, prior to the effective date of the Manager’s withdrawal, a successor is not selected by the Unitholders as provided herein or the Company does not receive a Withdrawal Opinion of Counsel, the Company shall be dissolved in accordance with Section 12.1 unless the business of the Company is continued pursuant to Section 12.2. Any successor Manager elected in accordance with the terms of this Section 11.1 shall be subject to the provisions of Section 10.2.

Withdrawal of the Manager. (a) The Manager shall be deemed to have withdrawn from the Company upon the occurrence of any one of the following events (each such event herein referred to as an “"Event of Withdrawal”"); (i) The Manager voluntarily withdraws from the Company by giving written notice to the other Members; (ii) The Manager transfers all of its Managing Member Interest rights as Manager pursuant to Section 4.64.2; (iii) The Manager is removed pursuant to Section 11.2; (iv) The Manager withdraws from, or is removed as the General Partner of, the MLP; (v) The Manager (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for relief under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Manager in a proceeding of the type described in clauses (A) through (CA)-(C) of this Section 11.1(a)(iv11.1(a)(v); or (E) seeks, consents to or acquiesces in the appointment of a trustee (but not a debtor-in-debtor in possession), receiver or liquidator of the Manager or of all or any substantial part of its properties; (vvi) A final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy Code is entered by a court with appropriate jurisdiction pursuant to a voluntary or involuntary petition by or against the Manager; or (vivii) (A) in the event the Manager is a corporation, a certificate of dissolution or its equivalent is filed for the Manager, or 90 days expire after the date of notice to the Manager of revocation of its charter without a reinstatement of its charter, under the laws of its state of incorporation; (B) in the event the Manager is a partnership or limited liability company or a partnershipcompany, the dissolution and commencement of winding up of the Manager; (C) in the event the Manager is acting in such capacity by virtue of being a trustee of a trust, the termination of the trust; (D) in the event the Manager is a natural person, his death or adjudication of incompetency; and (E) otherwise in the event of the termination of the Manager. If an Event of Withdrawal specified in Section 11.1(a)(iv11.1(a)(iv)(with respect to withdrawal), (v), (vi) or (vi)(Avii)(A), (B), (C) or (E) occurs, the withdrawing Manager shall give notice to the Non-Managing other Members within 30 days after such occurrence. The Members hereby agree that only the Events of Withdrawal described in this Section 11.1 shall result in the withdrawal of the Manager from the Company. (b) Withdrawal of the Manager from the Company upon the occurrence of an Event of Withdrawal shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Closing Date and ending at 11:59 pm12:00 midnight, prevailing Mountain Eastern Standard Time, on March December 31, 20202007, the Manager voluntarily withdraws by giving at least 90 days’ ' advance notice of its intention to withdraw to the Non-Managing other Members; provided, provided that prior to the effective date of such withdrawal, the withdrawal is approved by Unitholders holding at least a majority of the Outstanding Common Units (excluding Common Units held by the Manager and its Affiliates) MLP and the Manager delivers to the Company an Opinion of Counsel (“"Withdrawal Opinion of Counsel”") that such withdrawal (following the selection of the successor ManagerGeneral Partner) would not result in the loss of the limited liability under the Delaware Act of any Non-Managing Member or of the limited partners of the MLP or cause any Group Member the Company or the MLP to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so previously treated or taxedas such); (ii) at any time after 11:59 pm12:00 midnight, prevailing Mountain Eastern Standard Time, on March December 31, 20202007, the Manager voluntarily withdraws by giving at least 90 days’ ' advance notice to the UnitholdersMLP, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the Manager ceases to be the Manager pursuant to Section 11.1(a)(ii), (iii) or is removed pursuant to Section 11.2; or (iv) notwithstanding clause (i) of this sentence, at any time that the Manager voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Non-Managing Members, such withdrawal to take effect on the date specified in the notice, if at the time such notice is given one Person and its Affiliates (other than the Manager and its Affiliates) own beneficially or of record or control at least 50% of the Outstanding Units. The withdrawal of the Manager from the Company upon the occurrence of an Event of Withdrawal shall also constitute the withdrawal of the Manager as managing member or general partner, if any, to the extent applicable, of the other Group Members). If the Manager gives a notice of withdrawal pursuant to Section 11.1(a)(i)) hereof or Section 11.1(a)(i) of the MLP Agreement, the holders of a Unit Majority, MLP may, prior to the effective date of such withdrawal, elect a successor Manager. The Person so ; provided, however, that such successor shall be the same person, if any, that is elected by the limited partners of the MLP pursuant to Section 11.1 of the MLP Agreement as successor Manager shall automatically become the successor managing member or general partner, to the extent applicable, general partner of the other Group Members of which the Manager is a managing member or a general partnerMLP. If, prior to the effective date of the Manager’s 's withdrawal, a successor is not selected by the Unitholders limited partners of the MLP as provided herein or the Company does not receive a Withdrawal Opinion of Counsel, the Company shall be dissolved in accordance with Section 12.1 unless the business of the Company is continued pursuant to Section 12.212.1. Any successor Manager elected in accordance with the terms of this Section 11.1 shall be subject to the provisions of Section 10.210.3.

Withdrawal of the Manager. (a) The Manager shall be deemed to have withdrawn from the Company upon the occurrence of any one of the following events (each such event herein referred to as an “"Event of Withdrawal”"); (i) The Manager voluntarily withdraws from the Company by giving written notice to the other Members; (ii) The Manager transfers all of its Managing Member Interest rights as Manager pursuant to Section 4.64.2; (iii) The Manager is removed pursuant to Section 11.2; (iv) The Manager withdraws from, or is removed as the General Partner of, the MLP; (v) The Manager (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for relief under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Manager in a proceeding of the type described in clauses (A) through (CA)-(C) of this Section 11.1(a)(iv11.1(a)(v); or (E) seeks, consents to or acquiesces in the appointment of a trustee (but not a debtor-in-debtor in possession), receiver or liquidator of the Manager or of all or any substantial part of its properties; (vvi) A final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy Code is entered by a court with appropriate jurisdiction pursuant to a voluntary or involuntary petition by or against the Manager; or (vivii) (A) in the event the Manager is a corporation, a certificate of dissolution or its equivalent is filed for the Manager, or 90 days expire after the date of notice to the Manager of revocation of its charter without a reinstatement of its charter, under the laws of its state of incorporation; (B) in the event the Manager is a partnership or limited liability company or a partnershipcompany, the dissolution and commencement of winding up of the Manager; (C) in the event the Manager is acting in such capacity by virtue of being a trustee of a trust, the termination of the trust; (D) in the event the Manager is a natural person, his death or adjudication of incompetency; and (E) otherwise in the event of the termination of the Manager. If an Event of Withdrawal specified in Section 11.1(a)(iv11.1(a)(iv)(with respect to withdrawal), (v), (vi) or (vi)(Avii)(A), (B), (C) or (E) occurs, the withdrawing Manager shall give notice to the Non-Managing other Members within 30 days after such occurrence. The Members hereby agree that only the Events of Withdrawal described in this Section 11.1 shall result in the withdrawal of the Manager from the Company. (b) Withdrawal of the Manager from the Company upon the occurrence of an Event of Withdrawal shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Closing Date and ending at 11:59 pm12:00 midnight, prevailing Mountain Eastern Standard Time, on March December 31, 20202007, the Manager voluntarily withdraws by giving at least 90 days’ ' advance notice of its intention to withdraw to the Non-Managing other Members; provided, provided that prior to the effective date of such withdrawal, the withdrawal is approved by Unitholders holding at least a majority of the Outstanding Common Units (excluding Common Units held by the Manager and its Affiliates) other Members and the Manager delivers to the Company an Opinion of Counsel (“"Withdrawal Opinion of Counsel”") that such withdrawal (following the selection of the successor ManagerGeneral Partner) would not result in the loss of the limited liability under the Delaware Act of any Non-Managing Member or of the limited partners of the MLP or cause any Group Member the Company or the MLP to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so previously treated or taxedas such); (ii) at any time after 11:59 pm12:00 midnight, prevailing Mountain Eastern Standard Time, on March December 31, 20202007, the Manager voluntarily withdraws by giving at least 90 days’ ' advance notice to the Unitholdersother Members, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the Manager ceases to be the Manager pursuant to Section 11.1(a)(ii), (iii) or is removed pursuant to Section 11.2; or (iv) notwithstanding clause (i) of this sentence, at any time that the Manager voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Non-Managing Members, such withdrawal to take effect on the date specified in the notice, if at the time such notice is given one Person and its Affiliates (other than the Manager and its Affiliates) own beneficially or of record or control at least 50% of the Outstanding Units. The withdrawal of the Manager from the Company upon the occurrence of an Event of Withdrawal shall also constitute the withdrawal of the Manager as managing member or general partner, if any, to the extent applicable, of the other Group Members). If the Manager gives a notice of withdrawal pursuant to Section 11.1(a)(i)) hereof or Section 11.1(a)(i) of the MLP Agreement, the holders of a Unit Majorityother Members or the MLP, as the case may be, may, prior to the effective date of such withdrawal, elect a successor Manager. The Person so ; provided, however, that such successor shall be the same person, if any, that is elected by the limited partners of the MLP pursuant to Section 11.1 of the MLP Agreement as successor Manager shall automatically become the successor managing member or general partner, to the extent applicable, general partner of the other Group Members of which the Manager is a managing member or a general partnerMLP. If, prior to the effective date of the Manager’s 's withdrawal, a successor is not selected by the Unitholders other Members or the limited partners of the MLP, as the case may be, as provided herein or the Company does not receive a Withdrawal Opinion of Counsel, the Company shall be dissolved in accordance with Section 12.1 unless the business of the Company is continued pursuant to Section 12.212.1. Any successor Manager elected in accordance with the terms of this Section 11.1 shall be subject to the provisions of Section 10.210.3.