Examples of Third A&R LLC Agreement in a sentence
Except as set forth on Schedule 4.21 and in the Third A&R LLC Agreement, no member of the Company Group is a party to any contract, agreement or other arrangement pursuant to which such Company Group member is restricted or otherwise prohibited from declaring, setting aside, or paying any dividend or making any other distribution whether in cash or in‑kind.
This Agreement amends and restates the Third 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.
Except for (i) obligations arising under this Agreement or the Third A&R LLC Agreement, (ii) as provided for in the Company Financial Statements, (iii) Liabilities (other than Liabilities reflected in Working Capital) incurred after September 30, 2020 in the ordinary course of business and totaling less than $1,000,000 in the aggregate, or (iv) other Liabilities arising from or relating to the items set forth on Schedule 4.06, the Company Group is not subject to any material Liability.
The Third 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For the avoidance of doubt, the Third A&R LLC Agreement is superseded in its entirety by this Agreement as of the Effective Time and shall be of no further force and effect thereafter.
The Third A&R LLC Agreement requires that the Company contribute cash or shares of its common stock to Rice Energy Operating in exchange for a number of REO Common Units equal to the number of Rice Energy Operating Common Units to be redeemed from the member.
Xxxxxxxxx Title: President [Signature Page to Xxxxxx Management Holding Company LLC Third A&R LLC Agreement] SCHEDULE A Officers Name Position Xxxxx Xxxxxxxxx President Xxxxxx X.
Under the Third A&R LLC Agreement, Rice Energy Operating is required to make cash tax distributions to its members, subsequent to the end of a given calendar year, based upon income allocated to each member and subject to the availability of distributable cash (as defined in the Third A&R LLC Agreement).
Drawdowns From time to time in its discretion, the Company may issue drawdowns on all or any portion of the unitholders' remaining capital commitments in accordance with the terms of the Third A&R LLC Agreement.
The Seller shall not, and shall not permit any of its Affiliates or Associates or such Affiliates’ Associates to, enter into or deliver any Contract, instrument or other document relating to the SW Reorganization, other than the Third A&R LLC Agreement, the Parent LLC Agreement, the IPC Contribution Agreement and the IPC/SW Side Letter.