DISSOLUTION AND WINDING. Up of the Partnership; Withdrawal and Removal of Partners ----------------------------------
DISSOLUTION AND WINDING. UP OF THIS FUTURESACCESS FUND SECTION 9.01. EVENTS OF DISSOLUTION 19 SECTION 9.02. DISSOLUTION 19 ARTICLE X MISCELLANEOUS PROVISIONS SECTION 10.01. INVESTORS NOT TO CONTROL. 20 SECTION 10.02. POWER OF ATTORNEY 20 SECTION 10.03. AMENDMENTS; CONSENTS. 20 SECTION 10.04. NOTICES. 21 SECTION 10.05. LEGAL EFFECT; MANNER OF EXECUTION. 21 SECTION 10.06. GOVERNING LAW. 21 SECTION 10.07. CONSENT TO JURISDICTION 21 SECTION 10.08. “TAX MATTERS PARTNER”; TAX ELECTIONS. 21 SECTION 10.09. DETERMINATION OF MATTERS NOT PROVIDED FOR IN THIS AGREEMENT. 21 SECTION 10.10. NO PUBLICITY 22 SECTION 10.11. SURVIVAL 22 SECTION 10.12. WAIVERS 22 SECTION 10.13. VOTING RIGHTS 22 SECTION 10.14. ISSUANCE OF DIFFERENT CLASSES. 22 SECTION 10.15. COMPLIANCE WITH THE INVESTMENT ADVISERS ACT OF 1940; SECURITIES LAWS. 22 SECTION 10.16. AMENDMENT AND RESTATEMENT 22 __________________ TESTIMONIUM SIGNATURES ML BLUETREND FUTURESACCESS LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT as of November 30, 2012 THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (“Agreement”) dated as of November 30, 2012 of ML BlueTrend FuturesAccess LLC (this “FuturesAccess Fund”) by and among Xxxxxxx Xxxxx Alternative Investments LLC, a Delaware limited liability company (the “Sponsor”), an indirect wholly-owned subsidiary of Bank of America Corporation, and those persons who shall invest in the units of limited liability company interest (“Units”) created pursuant to this Agreement — Class A, Class C, Class D, Class I, Class M, Class DS, Class DT and such other classes as may be established in the future — and shall therefore be admitted as members (such members being hereinafter sometimes referred to collectively as “Investors”; provided, that for purposes of voting, Units held by the Sponsor shall not be considered to be held by an Investor).
DISSOLUTION AND WINDING. UP 28 10.1 Dissolution 28 10.2 Winding Up 28 10.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts 28 10.4 Deemed Distribution and Recontribution 29 10.5 Rights of Unit Holders 29 10.6 Allocations During Period of Liquidation 29 10.7 Character of Liquidating Distributions 29 10.8 The Liquidator 29 10.9 Forms of Liquidating Distributions 29 ARTICLE XI. MISCELLANEOUS 29 11.1 Notices 29 11.2 Binding Effect 30 11.3 Construction 30 11.4 Headings 30 11.5 Severability 30 11.6 Incorporation By Reference 30 11.7 Variation of Terms 30 11.8 Governing Law 30 11.9 Waiver of Jury Trial 30 11.10 Counterpart Execution 30 11.11 Specific Performance 30 11.12 No Third Party Rights 30 MEMBER CONTROL AGREEMENT OF HIGHWATER ETHANOL, LLC THIS MEMBER CONTROL AGREEMENT (the “Agreement”) is entered into effective as of the 4th of May, 2006, by and among Highwater Ethanol, LLC, a Minnesota limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10. In consideration of the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
DISSOLUTION AND WINDING. UP Section 5.01 Dissolution ........................................................... 66 Section 5.02
DISSOLUTION AND WINDING. Up --------------------------
DISSOLUTION AND WINDING. UP 37 10.1 Dissolution 37 10.2 Winding Up 38 10.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts 38 10.4 Deemed Distribution and Recontribution 39 10.5 Rights of Unit Holders 39 10.6 Allocations During Period of Liquidation 39 10.7 Character of Liquidating Distributions 39 10.8 The Liquidator 39 10.9 Forms of Liquidating Distributions 39 SECTION 11. MISCELLANEOUS 40 11.1 Notices 40 11.2 Binding Effect 40 11.3 Construction 40 11.4 Headings 40 11.5 Severability 40 11.6 Incorporation By Reference 40 11.7 Variation of Terms 40 11.8 Governing Law 40 11.9 Waiver of Jury Trial 41 11.10 Counterpart Execution 41 11.11 Specific Performance 41 OPERATING AGREEMENT OF SOY ENERGY, LLC THIS OPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective as of the 15th day of December, 2005 (the “Effective Date”), by and among SOY ENERGY, LLC, an Iowa limited liability company (the “Company”), each of the Persons who are identified as Members on the attached Exhibit A and who have executed a counterpart of this Agreement and any other Persons as may from time-to-time be subsequently admitted as a Member of the Company in accordance with the terms of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning set forth in Section 1.10.
DISSOLUTION AND WINDING. UP OF THE COMPANY 13 Section 9.01 Dissolution 13 Section 9.02 Winding-Up Procedures 13 ARTICLE X QUALIFIED TRANSFEREES 14 Section 10.01 Qualified Transferees 14 ARTICLE XI MANAGER LIABILITY 17 Section 11.01 Liability of Manager 17 ARTICLE XII MISCELLANEOUS 18 Section 12.01 Waiver of Rights of Partition and Dissolution 18 Section 12.02 Entire Agreement 18 Section 12.03 Governing Law; Jurisdiction 18 Section 12.04 Third Party Beneficiaries 18 Section 12.05 Expenses 19 Section 12.06 Waivers and Amendments 19 Section 12.07 Notices 19 Section 12.08 Counterparts; Facsimile Signatures 21 Section 12.09 Successors and Assigns 21 Section 12.10 Construction 21 Section 12.11 Compliance With Law; Severability 22 Section 12.12 Power of Attorney 23 Section 12.13 Jurisdiction; Venue and Service 23 Section 12.14 Waiver of Jury Trial. 24 INDYMAC VENTURE, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as the same may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”), is made and effective as of March 19, 2009 by and among the Federal Deposit Insurance Corporation as Receiver for IndyMac Federal Bank, FSB (the “Initial Member”) and IndyMac Venture, LLC, a Delaware limited liability company (the “Company”).
DISSOLUTION AND WINDING. UP 31 10.1 Dissolution 31 10.2 Winding Up 32
DISSOLUTION AND WINDING. UP 6 6.1 Dissolution 6
DISSOLUTION AND WINDING. UP 9 7.1 Events of Dissolution. 9 7.2 Winding Up. 9 7.3 Deficits. 10 ARTICLE VIII: INDEMNIFICATION 10 8.1 Indemnification. 10 ARTICLE IX: GENERAL PROVISIONS 11 9.1 Entire Agreement; Amendment. 11
