RESIGNATION OF MEMBERS; TERMINATION OF COMPANY. LIQUIDATION AND DISTRIBUTION OF ASSETS 22 Section 10.1 Resignation of Members. 22 Section 10.2 Dissolution of Company 22 Section 10.3 Distribution in Liquidation. 23 Section 10.4 Final Reports. 24 Section 10.5 Rights of Members. 24 Section 10.6 Deficit Restoration. 24 Section 10.7 Termination. 24 ARTICLE 11. NOTICES AND VOTING 25 Section 11.1 Notices 25 Section 11.2 Voting 25 ARTICLE 12. AMENDMENT OF AGREEMENT 25 Section 12.1 Amendments 25 Section 12.2 Amendment of Certificate 25 Section 12.3 Power of Attorney. 25 ARTICLE 13. MISCELLANEOUS 26 i Section 13.1 Confidentiality 26 Section 13.2 Entire Agreement 26 Section 13.3 Governing Law 26 Section 13.4 Severability 26 Section 13.5 Effect 26 Section 13.6 Captions 26 Section 13.7 Counterparts 27 Section 13.8 Waiver of Partition 27 Section 13.9 Waiver of Trial by Jury. 27 Section 13.10 Waiver of Judicial Dissolution 27 Section 13.11 Binding Arbitration 27 LIMITED LIABILITY COMPANY AGREEMENT OF SH EMPLOYEECO LLC This LIMITED LIABILITY COMPANY AGREEMENT of SH EMPLOYEECO LLC dated as of July 1, 2012, by and among the Members listed on the signature pages hereto and Station Holdco LLC, a Delaware limited liability company (“Holdco”), as Manager. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 2.1.
RESIGNATION OF MEMBERS; TERMINATION OF COMPANY. LIQUIDATION AND DISTRIBUTION OF ASSETS 34 Section 10.1 Resignation of Members 34 Section 10.2 Dissolution of Company 34 Section 10.3 Distribution in Liquidation 35 Section 10.4 Final Reports 36 Section 10.5 Rights of Members 36 Section 10.6 Deficit Restoration 36 Section 10.7 Termination 37 Page
RESIGNATION OF MEMBERS; TERMINATION OF COMPANY. LIQUIDATION AND DISTRIBUTION OF ASSETS 45 Section 10.1 Resignation of Members 45 Section 10.2 Dissolution of Company 46 Section 10.3 Distribution in Liquidation 47 Section 10.4 Final Reports 47 Section 10.5 Rights of Members 48 Section 10.6 Deficit Restoration 48 Section 10.7 Termination 48 ARTICLE 11. NOTICES AND VOTING 48 Section 11.1 Notices 48 ARTICLE 12. AMENDMENT OF AGREEMENT 49 Section 12.1 Amendments 49 Section 12.2 Amendment of Certificate 50 Section 12.3 Power of Attorney 50 ARTICLE 13. Representations, Warranties and Covenants 50 Section 13.1 Authorization; Validity and Enforceability; No Conflicts 50 Section 13.2 Investment Purpose 51 Section 13.3 Independent Inquiry 00 Xxxxxxx 00.0 Xxxxxx Xxxxxx Citizenship 51 Section 13.5 Certain Agreements Concerning Idle Vessels 51 ARTICLE 14. MISCELLANEOUS 52 Section 14.1 Confidentiality 52 Section 14.2 Entire Agreement 52 Section 14.3 GOVERNING LAW 53 Section 14.4 WAIVER OF TRIAL BY JURY 53 Section 14.5 CONSENT TO JURISDICTION; SERVICES OF PROCESS AND VENUE 53 Section 14.6 Severability 54 Section 14.7 Successors and Assigns 54 Section 14.8 Captions 54 Section 14.9 Counterparts 54 Section 14.10 Waiver of Partition 54 Section 14.11 No Third-Party Beneficiaries 54 Section 14.12 Further Assurances 54 Section 14.13 Remedies and Waivers 55 Section 14.14 Specific Performance 55 SCHEDULES Schedule I – Capital Accounts Schedule II – Capitalization Table Schedule III – Vessels to be Reactivated Schedule IV – Affiliate Transactions Schedule V – Board of Managers AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FALCON GLOBAL HOLDINGS LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Falcon Global Holdings LLC, dated as of February 8, 2018, is entered into by and among Falcon Global Holdings LLC, a Delaware limited liability company (the “Company”), and the Members. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 2.1.
RESIGNATION OF MEMBERS; TERMINATION OF COMPANY. LIQUIDATION AND DISTRIBUTION OF ASSETS 47 Section 10.1 Resignation of Members47
