Dissolution Winding Up and Termination. Upon the occurrence of a liquidating Event, the General Partner shall have the full power and authority to proceed with the liquidation of the Partnership and to take all steps which they may deem necessary or desirable to wind up the Partnership's affairs, having for such purpose all the powers referred to and provided for in Article VI appropriate to accomplish the same and allowing for a reasonable time in order to minimize losses attendant to the liquidation, so that the Partnership may be terminated in accordance with the Act. In the event that there is no General Partner, the Limited Partner may designate one or more Partners or a non-Partner or both to proceed with the liquidation of the Partnership's assets and the termination of the Partnership. In the event that a liquidator is designated pursuant to the preceding sentence, hereinafter in this Article all references to the General Partner shall be deemed to refer to such liquidator.
Dissolution Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Board shall act 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 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) the liquidator shall:
(A) use its reasonable best efforts to sell all of the Company’s assets (except cash), in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the Members; and
(B) attempt to convert all assets of the Company to cash so long as it can do so consistently with prudent business practice; provided, however, that the Members and their respective designees shall have the right to purchase any of the Company assets to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties; and provided, further, that the gains and losses from the sale of the Company assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, shall be allocated in accordance with Article VIII;
(iii) the liquidator shall use Company funds to discharge 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
(iv) all remaining assets of the Company shall be distributed to the Members as follows:
(A) with respect to all Company assets that have been sold, the fair market value of those assets shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, ...
Dissolution Winding Up and Termination. 9.1 Dissolution 46 9.2 Winding-Up and Termination 47
Dissolution Winding Up and Termination. 11.01 Dissolution 17 11.02 Winding-Up and Termination 18 12.01 Authority 19 12.02 Procedure for Merger or Consolidation 19 12.03 Approval by Members of Merger or Consolidation 20 12.04 Certificate of Merger or Consolidation 20 12.05 Effect of Merger or Consolidation 20 13.01 Notices 21 13.02 Entire Agreement; Supersedure 21 13.03 Effect of Waiver or Consent 21 13.04 Amendment or Restatement 22 13.05 Binding Effect 22 13.06 Governing Law; Severability 22 13.07 [Reserved] 22 13.08 Further Assurances 22 13.09 [Reserved] 22 13.10 Offset 23 13.11 Counterparts 23 THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ENTERPRISE PRODUCTS GP, LLC, a Delaware limited liability company (the “Company”), executed on , 2005 (the “Effective Date”), is adopted, executed and agreed to, by Enterprise GP Holdings L.P., a Delaware limited partnership, as the sole Member of the Company (“EPE”).
Dissolution Winding Up and Termination. 6.1. In General. Each Partner expressly waives any right which it might otherwise have to dissolve the Partnership except as set forth in this Section 6.1. The Partnership shall be dissolved only upon the occurrence of any of the following events:
(i) the withdrawal, removal, bankruptcy, dissolution or liquidation of the General Partner;
(ii) the vote by Partners holding a majority of the Capital Percentages to dissolve the Partnership;
(iii) the occurrence of any other circumstance which, by law, would require the Partnership to be dissolved; or
(iv) as provided in Section 1.3 hereof.
Dissolution Winding Up and Termination. 8.1 Dissolution 23 8.2 Winding-Up and Termination 23 8.3 Certificate of Cancellation 24 8.4 Certain Matters Concerning a Member 24 9.1 Authority 25 9.2 Procedure for Merger or Consolidation 25 9.3 Approval by Members of Merger or Consolidation 26 9.4 Certificate of Merger or Consolidation 26 9.5 Effect of Merger or Consolidation 26
Dissolution Winding Up and Termination. Dissolution 16 9.02 Winding-Up and Termination 16
Dissolution Winding Up and Termination. 76 Article 13 GENERAL PROVISIONS 79
Dissolution Winding Up and Termination. 746278.04-WILSR01A - MSW
Dissolution Winding Up and Termination. CONTINUATION 11
