Common use of Winding Up; Liquidation Clause in Contracts

Winding Up; Liquidation. and Distribution of Assets of the Partnership or a Series Upon Dissolution of the Partnership or Termination of Such Series. 81 Section 11.4 Cancellation of Certificate of Limited Partnership. 82 Section 11.5 Return of Capital Contributions. 82 Section 11.6 Waiver of Partition. 82 Section 11.7 Capital Account Restoration. 83 ARTICLE XII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE; MERGER 83 Section 12.1 Amendment. 83 Section 12.2 Amendment Requirements. 83 Section 12.3 Voting Rights. 83 Section 12.4 Meetings. 83 Section 12.5 Place of Meetings. 84 Section 12.6 Notice of Meetings. 84 Section 12.7 Quorum. 84 Section 12.8 Proxies. 85 Section 12.9 Action Without a Meeting. 85 Section 12.10 Waiver of Notice. 85 Section 12.11 Merger, Consolidation and Conversion. 85 ARTICLE XIII GENERAL PROVISIONS 86 Section 13.1 Addresses and Notices; Written Communications. 86 Section 13.2 Further Action. 87 Section 13.3 Binding Effect. 87 Section 13.4 Integration. 87 Section 13.5 Creditors. 87 Section 13.6 Waiver. 87 Section 13.7 Counterparts. 87 Section 13.8 Applicable Law. 87 Section 13.9 Invalidity of Provisions. 87 Section 13.10 Consent of Partners. 88 Section 13.11 Third Party Beneficiaries. 88 Exhibit A: Initial Partnership Interests Exhibit B: Exclusive Series AC Assets Exhibit C: Exclusive Series EA Assets Exhibit D: Shared Assets THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of May 17, 2012, is entered into by and among Enbridge Pipelines (Lakehead) L.L.C., a Delaware limited liability company (“Lakehead GP”), and Enbridge Pipelines (Wisconsin) Inc., a Wisconsin corporation (“Wisconsin GP”), each as a general partner of the Partnership with respect to the applicable Series as set forth opposite its name on Exhibit A and, in the case of Lakehead GP, as a general partner of the Partnership generally, and Enbridge Energy Company, Inc., a Delaware corporation (“EECI”), Enbridge Pipelines (Alberta Clipper) L.L.C., a Delaware limited liability company (“EECI AC Sub”), Enbridge Pipelines (Eastern Access) L.L.C., a Delaware limited liability company (“EECI EA Sub”), and Enbridge Energy Partners, L.P., a Delaware limited partnership (“Enbridge Partners”), each as a limited partner of the Partnership with respect to the applicable Series set forth opposite its name on Exhibit A, together with any other Persons who become Partners in the Partnership associated with any Series or the Partnership generally as provided herein.

Winding Up; Liquidation. and Distribution of Assets of the Partnership or a Series Upon Dissolution of the Partnership or Termination of Such Series. 81 88 Section 11.4 Cancellation of Certificate of Limited Partnership. 82 90 Section 11.5 Return of Capital Contributions. 82 90 Section 11.6 Waiver of Partition. 82 90 Section 11.7 Capital Account Restoration. 83 90 ARTICLE XII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE; MERGER 83 90 Section 12.1 Amendment. 83 90 Section 12.2 Amendment Requirements. 83 91 Section 12.3 Voting Rights. 83 91 Section 12.4 Meetings. 83 91 Section 12.5 Place of Meetings. 84 91 Section 12.6 Notice of Meetings. 84 91 Section 12.7 Quorum. 84 92 Section 12.8 Proxies. 85 92 Section 12.9 Action Without a Meeting. 85 92 Section 12.10 Waiver of Notice. 85 92 Section 12.11 Merger, Consolidation and Conversion. 85 93 ARTICLE XIII GENERAL PROVISIONS 86 93 Section 13.1 Addresses and Notices; Written Communications. 86 93 Section 13.2 Further Action. 87 94 Section 13.3 Binding Effect. 87 94 Section 13.4 Integration. 87 94 Section 13.5 Creditors. 87 95 Section 13.6 Waiver. 87 95 Section 13.7 Counterparts. 87 95 Section 13.8 Applicable Law. 87 95 Section 13.9 Invalidity of Provisions. 87 95 Section 13.10 Consent of Partners. 88 95 Section 13.11 Third Party Beneficiaries. 88 95 Exhibit A: Initial Partnership Interests Exhibit B: Exclusive Series AC Assets Exhibit C: Exclusive Series EA Assets Exhibit D: Exclusive Series ME Assets Exhibit E: Shared Assets Exhibit F: Sample Illustration of Purchase Price Mechanics THIS FOURTH SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of May 17January 2, 20122015, is entered into by and among Enbridge Pipelines (Lakehead) L.L.C., a Delaware limited liability company (“Lakehead GP”), and Enbridge Pipelines (Wisconsin) Inc., a Wisconsin corporation (“Wisconsin GP”), each as a general partner of the Partnership with respect to the applicable Series as set forth opposite its name on Exhibit A and, in the case of Lakehead GP, as a general partner of the Partnership generally, and Enbridge Energy Company, Inc., a Delaware corporation (“EECI”), Enbridge Pipelines (Alberta Clipper) L.L.C., a Delaware limited liability company (“EECI AC Sub”), Enbridge Pipelines (Eastern Access) L.L.C., a Delaware limited liability company (“EECI EA Sub”), Enbridge Pipelines (Mainline Expansion) L.L.C., a Delaware limited liability company (“EECI ME Sub”), and Enbridge Energy Partners, L.P., a Delaware limited partnership (“Enbridge Partners”), each as a limited partner of the Partnership with respect to the applicable Series set forth opposite its name on Exhibit A, together with any other Persons who become Partners in the Partnership associated with any Series or the Partnership generally as provided herein.