Second A&R LLC Agreement definition

Second A&R LLC Agreement has the meaning set forth in the recitals to this Agreement.

Second A&R LLC Agreement has the meaning set forth in the preamble hereof.

Second A&R LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of DOH GP, attached hereto as Exhibit B.

Examples of Second A&R LLC Agreement in a sentence

• In the event of any conflict between the terms, covenants, and conditions of the Purchase Agreement as amended by this First Amendment and the Second A&R LLC Agreement, the Purchase Agreement as amended by this First Amendment shall govern, except as to any Company management procedures, in which case the Second A&R LLC Agreement shall govern.

• This Agreement amends and restates in its entirety and supersedes the Second A&R LLC Agreement, which shall have no further force or effect on and after the Effective Time.

• Seller and Purchaser agree that the put option set forth in Section 8.3 of the A&R LLC Agreement is canceled and deleted in its entirety pursuant to the Second A&R LLC Agreement.

• Without limiting the foregoing, during the Interim Period, without the consent of the Zaki Member, there will be no amendment to the Second A&R LLC Agreement, the Company will not issue any additional Series A Units or other Membership Interests or Membership Interest Equivalents, and the Company will not take any action that would require the approval of a Supermajority-in-Interest or the approval of IFC under the Amended Operating Agreement if the Amended Operating Agreement was in effect.

• The enforceability of this Amendment is contingent upon the execution of the Second A&R LLC Agreement.

• Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Second A&R LLC Agreement, or if not defined therein, the Purchase and Sale Agreement (each as defined below).

• Notwithstanding any other provision of this First Amendment (including without limitation Section 6), Purchase Agreement, or Second A&R LLC Agreement, this First Amendment does not relieve Purchaser of any Adverse Consequences arising out of or resulting from Purchaser activities, including without limitation, any Exploration, Development and Related Work, on or relating to the Properties arising before the execution and delivery of this First Amendment.

• From the date hereof, subject to the terms of the Second A&R LLC Agreement, the Assignee agrees to perform and be bound by all the terms, conditions and covenants of the Assignor and assumes the duties and obligations (but excluding the duties, obligations, responsibilities, claims, demands and other commitments that are part of the Retained Rights and Obligations) of the Assignor with respect to the Assigned Interest (including under the Assigned Agreements).

More Definitions of Second A&R LLC Agreement

Second A&R LLC Agreement has the meaning assigned to such term in the recitals of this Agreement. “Sole Member” has the meaning assigned to such term in the introductory paragraph of this Agreement.

Second A&R LLC Agreement has the meaning set forth in the Recitals hereto. “SLA” shall have the meaning assigned to such term in Section 5.2. “Storage Core Frame Purchase Agreement” means that certain Amended and Restated Storage Core Frame Purchase Agreement entered into as of the Effective Date between AES LLC and Fluence pursuant to which AES Entities may from time to time purchase Battery Energy Storage Solutions from Fluence. “Third A&R LLC Agreement” has the meaning set forth in the Recitals hereto. 1.2

Second A&R LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of April 1, 2015. "Secondary Seller Designee" means CCS-AE2, LLC, a Colorado limited liability company. "Section 4.1(e) Electing Investor" has the meaning set forth in Section 4.1(e)(v). "Seller" has the meaning set forth in Recital A. "Seller Designee" shall mean a Qualified Person designated by the Seller to act as the transferee of the Membership Interests pursuant to Section 3.13. "Seller Desi n~ ee Agreement" has the meaning set forth in Section 3.13(a). "Significant Company Action" has the meaning set forth in Section 11.2. "Site" means that certain property located in Centralia, Washington, on which the Power Plant is located, with the portion of such property licensed pursuant to the Site License Agreement being more particularly described on Exhibit D. "Site License Agreement" means the Production Facility and Coal Yard Site License dated February 10, 2014 among the Company, the Utility and TransAlta Centralia Mining LLC, a Washington limited liability company. "Succeeding Capital Contribution" has the meaning set forth in Section 4.1(fl. "Target Capital Contribution" has the meaning set forth in the Purchase Agreements. "Tax" (and, with correlative meaning, "Taxes" and "Taxable") means: (a) any federal, state, local or foreign net income, gross income, gross receipts, windfall, profit, severance, property, production, sales, use, license, occupation, excise, franchise, net worth, employment, payroll, unemployment insurance, social security, welfare, disability, worker's compensation, withholding, alternative or add-on minimum, ad valorem, transfer, stamp, or environmental tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any Governmental Body; and (b) any liability for the payment of amounts with respect to payment of a type described in clause (a), including as a result of being a member of an affiliated, consolidated, combined or unitary group, as a result of succeeding to such liability as a result of merger, conversion or asset transfer or as a result of any obligation under any tax sharing arrangement or tax indemnity agreement. "Tax Credits" means the credits against federal income Tax available under Section 45 of the Code or any successor provision with respect to sales of Refined Coal to Unrel...

Second A&R LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of the Initial Closing Date, by and among MSI, the Company and MHR in the form attached hereto as Exhibit A, as the same may be subsequently amended, modified, supplemented, replaced or restated from time to time in accordance with its terms.