Dissolution Liquidation and Termination of the Company. 18 Section 11.1 Dissolution 18 Section 11.2 Liquidation and Termination 18 Section 11.3 Payment of Debts 18 Section 11.4 Debts to Members 19 Section 11.5 Remaining Distribution 19 Section 11.6 Reserve 19 Section 11.7 Final Accounting 19 ARTICLE XII MISCELLANEOUS 20 Section 12.1 Relationship of the Parties 20 Section 12.2 Performance by the Company 20 Section 12.3 Agreement for Further Execution 20 Section 12.4 Notices 20 ANNEX A Definitions ANNEX B Representations and Warranties of the Members ANNEX C Employment and Secondment Matters PP Disclosure Schedule GEOSP Disclosure Schedule EXHIBIT 1 Membership Interests EXHIBIT 2 Allocation and Capital Account Provisions EXHIBIT 3 Strategic Plan and 1999 Operating Plan EXHIBIT 4 GE Company Policies EXHIBIT 5 Form of Contribution Agreement EXHIBIT 6 Form of Promissory Note and Security Agreement EXHIBIT 7 Form of GE Trademark and Tradename Agreement EXHIBIT 8 Form of PP Trademark Agreement EXHIBIT 9 Form of Distributor Agreement AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GE FUEL CELL SYSTEMS, L.L.C. A Delaware Limited Liability Company THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "LLC Agreement") is made and entered into on the 3rd day of February, 1999, by and between GE ON-SITE POWER, INC., a Delaware corporation ("GEOSP"), a wholly owned subsidiary of GENERAL ELECTRIC COMPANY ("GE"), which is controlled by GE's Power Systems business ("GEPS"), having offices at Xxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000, and PLUG POWER, L.L.C., a Delaware limited liability company ("PP"), having offices at 000 Xxxxxx-Xxxxxx Xxxx, Xxxxxx, New York 12110 (GEOSP and PP, collectively the "Members" and each individually, a "Member"), to join together to operate a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions set forth in this LLC Agreement.
Dissolution Liquidation and Termination of the Company. 20 Section 8.1 Dissolution................................................20 Section 8.2
Dissolution Liquidation and Termination of the Company. Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events:
Dissolution Liquidation and Termination of the Company. 45 Section 9.1 Limitations 45 Section 9.2 Exclusive Causes 45 Section 9.3 Effect of Dissolution 45 Section 9.4 No Capital Contribution Upon Dissolution 45 Section 9.5 Liquidation 45
Dissolution Liquidation and Termination of the Company. Section 8.1 Dissolution, Winding Up, and Termination of the Company and GBW Operating Sub.
Dissolution Liquidation and Termination of the Company. EFFECT OF BREACH
Dissolution Liquidation and Termination of the Company. 8.1 EVENTS OF DISSOLUTION The Company shall be dissolved upon the happening of any of the following events:
Dissolution Liquidation and Termination of the Company. 8.1 Upon the occurrence of any of the following events, the Company, with the approval of the shareholders, may be dissolved;
Dissolution Liquidation and Termination of the Company. 8.1 Events of Dissolution, The Company shall only be dissolved at such time as the Member determines to dissolve the Company.
Dissolution Liquidation and Termination of the Company. .... 10 Section 8.1. Dissolution, Liquidation and Termination of the Company ... 10
