Second A&R LLC Agreement definition

Second A&R LLC Agreement has the meaning set forth in the recitals to this Agreement.
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Second A&R LLC Agreement has the meaning set forth in the preamble hereof.
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Second A&R LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of DOH GP, attached hereto as Exhibit B.
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Examples of Second A&R LLC Agreement in a sentence

  • This Agreement amends and restates the Second A&R LLC Agreement in its entirety and shall constitute the “limited liability company agreement” (as that term is used in the Delaware Act) of the Company effective as of the date set forth above.

  • For the avoidance of doubt, the Second A&R LLC Agreement is superseded by this Agreement as of the Effective Time and shall be of no further force and effect thereafter.

  • The Second A&R LLC Agreement shall govern the rights and obligations of the Company and the other parties to this Agreement in their capacity as Members prior to the Effective Time.

  • For the avoidance of doubt, the Second A&R LLC Agreement is superseded in its entirety by this Agreement as of the Effective Time and shall be of no further force and effect thereafter.

  • For the avoidance of doubt, each of SL and Temasek shall have the same rights with respect to reviewing and commenting on any tax returns or reports prepared pursuant to Section 3.03(d) of the Second A&R LLC Agreement for taxable periods prior to the date hereof, notwithstanding whether SL or Temasek, as applicable, is a then-current Member.

  • The Second A&R LLC Agreement shall govern the rights and obligations of the Company and the other parties to this Agreement in their capacity as Unitholders prior to the Effective Time.

  • The Members hereby execute this Agreement for the purpose of amending, restating and superseding the Second A&R LLC Agreement in its entirety and otherwise establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act.

  • Each certificate representing Units (including each Escrow Unit Certificate) shall be in substantially the form attached hereto as Exhibit A; provided, however, that each Escrow Unit Certificate issued prior to the date hereof shall continue to be a valid certificate representing the Escrow Units indicated thereon notwithstanding that such Escrow Unit Certificate was issued in the form attached as Exhibit A to the Second A&R LLC Agreement rather than in the form attached as Exhibit A hereto.

  • All outstanding Common Units, and the membership interests represented thereby, will have been duly authorized, fully paid (to the extent required under the Second A&R LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act).

  • 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).


More Definitions of Second A&R LLC Agreement

Second A&R LLC Agreement has the meaning ascribed to such term in the Recitals to this Agreement.
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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.
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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
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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...
Sample 1
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.
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Related to Second A&R LLC Agreement

  • Original LLC Agreement has the meaning set forth in the Recitals.

  • Existing LLC Agreement is defined in the recitals to this Agreement.

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Company LLC Agreement means the Limited Liability Company Agreement of the Company, dated as of October 23, 2006, as amended or restated from time to time.

  • LLC Agreement means the Limited Liability Company Agreement of the Company, as amended from time to time pursuant to its terms.

  • Original Partnership Agreement has the meaning set forth in the recitals to this Agreement.

  • Operating Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as it may be amended, supplemented or restated from time to time.

  • Partnership Agreement means that certain First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of the date hereof, as amended from time to time.

  • Borrower LLC Agreement means the limited liability company agreement of the Borrower, dated on or about the Closing Date, as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.

  • Limited Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 9, 2004, as amended from time to time.

  • Partnership Agreements means, collectively, all of the Partnership Agreements.

  • LLC Agreements means the Initial Holdings LLC Agreement, the Holdings LLC Agreement, the Initial Investors LLC Agreement and the Investors LLC Agreement.

  • Holdings LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended from time to time.

  • JV Agreement each partnership or limited liability company agreement (or similar agreement) between a North American Group Member or one of its Subsidiaries and the relevant JV Partner as the same may be amended, restated, supplemented or otherwise modified from time to time, in accordance with the terms hereof.

  • Operating Agreement means this Operating Agreement as originally executed and as amended from time to time.

  • Dealership Agreement means an oral or written agreement, either express or implied, between a supplier and a dealer which provides that the dealer is granted the right to sell, distribute, or service the supplier’s equipment, regardless of whether the equipment carries a trade name, trademark, service mark, logotype, advertisement, or other commercial symbol, and which provides evidence of a continuing commercial relationship between the supplier and the dealer.

  • Sponsorship Agreement means a document that estab- lishes an advanced licensee as a sponsor for a basic licensee.

  • Traineeship Agreement means an agreement made subject to the terms of this award between an employer and the trainee for a traineeship and which is registered with the appropriate state training authority, NETTFORCE, or under the provisions of the appropriate state legislation. A traineeship agreement shall be made in accordance with the relevant approved traineeship scheme and shall not operate unless this condition is met.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Membership Agreement means an agreement in the form of the Gas Supply Hub Membership Agreement in schedule 1.

  • Omnibus Agreement means that certain Omnibus Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Company and certain other parties thereto, as such may be amended, supplemented or restated from time to time.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.

  • Second Amendment Agreement means that certain Second Amendment Agreement dated as of October 4, 2011, among Xxxxx 0, xxx Xxxxxxxx, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and the Tranche B II Term Lenders party thereto, providing for, among other things, the amendment and restatement of the 2009 Credit Agreement.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Secondment Agreement is defined in Section 2.2.