LIMITED LIABILITY COMPANY AGREEMENT OF NISKA US GP LLC
EXHIBIT 3.29
LIMITED LIABILITY COMPANY AGREEMENT
OF
XXXXX US GP LLC
This LIMITED LIABILITY COMPANY AGREEMENT OF XXXXX US GP LLC (this “Agreement”), effective as of March 2, 2010, is adopted, executed and agreed to by the Sole Member (as defined below).
1. Formation. Xxxxx US GP LLC (the “Company”) has been formed as a Delaware limited liability company pursuant to the Delaware Limited Liability Company Act (the “Act”).
2. Term. The Company shall have a perpetual existence.
3. Purposes. The purposes of the Company are to carry on any lawful business, purpose or activity for which limited liability companies may be formed under the Act.
4. Sole Member. Xxxxx XX Holdings US, L.P., a Delaware limited partnership, shall be the sole member of the Company (the “Sole Member”).
5. Contributions. Without creating any rights in favor of any third party, the Sole Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.
6. Distributions. The Sole Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company, and (b) to enjoy all other rights, benefits and interests in the Company.
7. Management. The management of the business and affairs of the Company shall be reserved to the Sole Member, which shall have the power to do any and all acts necessary or convenient for the furtherance of the purpose of the Company described in this Agreement, including all powers, statutory or otherwise, possessed by members of a limited liability company under the Act. The Sole Member does hereby appoint each of Xxxxx Xxxx, Xxxxxx Xxxx, X. Xxxxxx Xxxxx, Xxxxxx X. X’Xxxxx and Xxxxxxx X. Xxxx, Xx. as an Authorized Person of the Company for so long as such person is member of the Board of Supervisors of the Sole Member or the Board of Supervisors of Xxxxx XX Holdings I, L.P. (each an “Authorized Persons”). The Authorized Persons shall have the authority to act on behalf of, bind and execute and deliver documents in the name of and on behalf of the Company.
8. Liability of the Sole Member. The Sole Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided for in the Act.
9. Dissolution. The Company shall dissolve and its affairs shall be wound up at such time, if any, as the Sole Member may elect. No other event (including, without limitation, an event described in Section 18-801(a)(4) of the Act) will cause the Company to dissolve.
10. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS CONFLICT-OF-LAWS RULES).
[Signature Pages Follows]
IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the date first written above.
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SOLE MEMBER: | ||
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XXXXX XX HOLDINGS US, L.P. | ||
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By: |
Carlyle/Riverstone Energy Partners III, L.P., its general partner | |
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By: |
C/R Energy GP III, LLC, its general partner | |
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: Xxxxxx Xxxxxx | ||
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Title: Authorized Person | ||
[Signature page to Limited Liability Company Agreement of Xxxxx US GP LLC]
