Atlantic Oklahoma Wind, LLC Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this December 13, 2004, by Teton East Coast Generation, LLC, a Delaware limited liability company (the Member).

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ATLANTIC IDAHO WIND C, LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Delaware

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members; and

FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LAKE COGEN, LTD. A FLORIDA LIMITED PARTNERSHIP NCP Lake Power Incorporated, as General Partner Lake Investment, L.P., as Limited Partner Dated as of July 24, 1992
Limited Partnership Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Florida

THIS FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) of Lake Cogen, Ltd., a Florida limited partnership (the “Partnership”), is made and entered into as of the 24th day of July, 1992, by and among NCP Lake Power Incorporated, a Delaware corporation, as the general partner (“NCP Lake” or the “General Partner”), and Lake Investment, L.P., a Delaware limited partnership, as a limited partner (“LIL”), and any other limited partner admitted to the Partnership in accordance with the terms of this Agreement.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AURBURNDALE LP, LLC
Limited Liability Company Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Delaware

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members;

SEVENTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF PASCO COGEN, LTD.
Seventh Amendment • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services

This Seventh Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd. (the “Partnership”), dated as of December 24, 2007, by and among NCP Dade Power LLC, a Delaware limited liability company (“NDP”), and Pasco Project Investment Partnership, Ltd., a Florida limited partnership (“PPIP”), as the General Partners, Dade Investment, L.P., a Delaware limited partnership (“DIL”), DCC Project Finance Ten, Inc., a Delaware corporation (“DCCP”), and PPIP as all the Limited Partners.

THIRD AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF PASCO COGEN, LTD.
Atlantic Oklahoma Wind, LLC • May 18th, 2012 • Electric, gas & sanitary services

This Third Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd. (this “Third Amendment”) is made and entered into as of the 15th day of July, 1993, by and among PAS POWER CO., a Florida corporation, with its principal office located at 220 East Madison Street, Tampa, Florida 33602 (“PAS”) and NCP DADE POWER INCORPORATED, a Delaware corporation, with its principal office located at 1551 North Tustin Avenue, Suite 900, Santa Ana, CA 92701 (“NDP”) as the General Partners, and DADE INVESTMENT, L.P., a Delaware limited partnership (“DIL”) and PAS as the Limited Partners. The parties hereto are sometimes referred to herein individually as “Partner” and collectively as “Partners”).

AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF TETON OPERATING SERVICES, LLC
Limited Liability Company Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services

Teton Power Funding, LLC, as the sole Member of Teton Operating Services, LLC (the Company), hereby amends the Limited Liability Company Agreement of Teton Operating Services, LLC dated the 27th day of January, 2004 (the LLC Agreement) as follows:

ATLANTIC OKLAHOMA WIND, LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Delaware

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members; and

LIMITED LIABILITY COMPANY AGREEMENT OF EPSILON POWER FUNDING, LLC
Limited Liability Company Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this 17th day of August, 2004, by Epsilon Power Holdings, LLC, a Delaware limited liability company (the Member), which hereby forms a limited liability company “Epsilon Power Funding, LLC” (EPF) pursuant to the Delaware Limited Liability Company Act upon the following terms and conditions:

ATLANTIC RENEWABLES HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Delaware

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members; and

FIFTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF PASCO COGEN, LTD.
Services Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services

This Fifth Amendment (“Fifth Amendment”) to Agreement of Limited Partnership of Pasco Cogen, Ltd. (the “Partnership”), dated as of June 10, 1997, by and among NCP Dade Power Incorporated, a Delaware corporation (“NDP”), and Pasco Project Investment Partnership, Ltd., a Florida limited partnership (“PPIP”), as the General Partners, and Dade Investment, L.P., a Delaware limited partnership (“DIL”), Pas Power Co., a Florida corporation (“PAS”), and DCC Project Finance Ten, Inc., a Delaware corporation (“DCCP”), as amended from time to time to reflect the addition of new Limited Partners, as a majority in interest of the Limited Partners.

SECOND AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LAKE COGEN, LTD.
Limited Partnership Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services

This SECOND AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LAKE COGEN, LTD. (the “Second Amendment”), dated as of January 1, 1995, by and among NCP Lake Power Incorporated, a Delaware corporation (“NCP Lake”), Lake Investment, L.P., a Delaware limited partnership (“LIL”), and Lake Interest Holdings Inc., a Delaware corporation (“LIHI”).

AGREEMENT OF LIMITED PARTNERSHIP OF PASCO COGEN, LTD.
Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services

This Limited Partnership Agreement (this “Agreement”) is made and entered into as of the day of , 1991, by and among PAS POWER CO., a Florida corporation, with its principal office located at 220 East Madison Street, Tampa, Florida 33602 (“PAS”) and NCP DADE POWER INCORPORATED, a Delaware corporation, with its principal office located at 1100 Town and Country Road, Suite 800, Orange, California 92668 (“NDP”) as the General Partners and DADE INVESTMENT, L.P., a Delaware limited partnership (“DIL”) and PAS and the other persons whose names are set forth on Exhibit A attached hereto, as amended from time to time to reflect the addition of new Limited Partners, as the Limited Partners. The parties hereto are sometimes referred to as “Partners” collectively and as a “Partner” individually.

SIXTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF PASCO COGEN, LTD.
Atlantic Oklahoma Wind, LLC • May 18th, 2012 • Electric, gas & sanitary services

This Sixth Amendment (“Sixth Amendment”) to Agreement of Limited Partnership of Pasco Cogen, Ltd., a Florida limited partnership (the “Partnership”), dated as of September 17, 1998, by and among NCP Dade Power Incorporated, a Delaware corporation (“NDP”), and Pasco Project Investment Partnership, Ltd., a Florida limited partnership (“PPIP”), as the General Partners, Dade Investment, L.P., a Delaware limited partnership (“DIL”), DCC Project Finance Ten, Inc., a Delaware corporation (“DCCP”), and PPIP as a majority in interest of the Limited Partners, and Pas Power Co., a Florida corporation (“PAS”), and Pasco Interest Holdings, Inc., a Delaware corporation as withdrawing Limited Partners.

LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this 27” day of January, 2004, by TETON POWER FUNDING LLC (the Member), a Delaware limited company, which hereby forms a limited liability company “Teton Operating Services, LLC’ (TOS) pursuant to the Delaware Limited Liability Company Act upon the following terms and conditions:

AGREEMENT OF LIMITED PARTNERSHIP OF DADE INVESTMENT, L.P.
Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Delaware

This Agreement of Limited Partnership (“Agreement”) is made as of the 28th day of August, 1991, by and among NCP Dade Power Incorporated, a Delaware corporation, (the “General Partner”) and NCP Pasco Incorporated, a Delaware corporation (the “Limited Partner”) (the General Partner and the Limited Partner are hereinafter collectively referred to as the “Partners” or the “Parties”).

FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LAKE COGEN, LTD.
Limited Partnership Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Florida

This Fifth Amendment dated as of June 15, 2004 (the “Fifth Amendment”), to First Amended and Restated Limited Partnership Agreement of Lake Cogen, Ltd. (the “Partnership”), dated as of July 24, 1992, as amended by that certain First Amendment, dated as of June 13, 1994, that certain Second Amendment, dated as of January 1, 1995, that certain Third Amendment dated as of December 29, 1995, and that certain Fourth Amendment, dated as of June 4, 1997, (said limited partnership agreement, as amended, the “Partnership Agreement”) (Terms used herein and not otherwise defined herein have the meanings set forth in the Partnership Agreement.)

FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LAKE COGEN, LTD.
Fourth • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Florida

This FOURTH AMENDMENT dated as of June 4 , 1997 (the “Fourth Amendment”), to First Amended and Restated Limited Partnership Agreement of Lake Cogen, Ltd. (the “Partnership”), dated as of July 24, 1992, as amended by that certain First Amendment, dated as of June 13, 1994, that certain Second Amendment, dated as of January l, 1995 and that certain Third Amendment, dated as of December 29, 1995 (said limited partnership agreement, as so amended, the “Partnership Agreement”) (Terms used herein and not otherwise defined herein have the meanings set forth in the Partnership Agreement.)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HARBOR CAPITAL HOLDINGS, LLC
Limited Liability Company Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Delaware

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members;

SECOND AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF DADE INVESTMENT, L.P.
The Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services

This Second Amendment to the Agreement of Limited Partnership of Dade Investment, L.P. dated as of the 28th day of August, 1991 (the “LP Agreement”), as amended effective as of March 12, 2004, by and among NCP Dade Power, LLC, a Delaware limited liability company, (the “General Partner”), and NCP Pasco LLC, a Delaware limited liability company, (the “Limited Partner”) (together, the “Partners”) is effective as of November 5, 2011.

THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LAKE COGEN, LTD.
Limited Partnership Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services

This THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LAKE COGEN, LTD. (the “Third Amendment”), dated as of December 29, 1995, by and among NCP Lake Power Incorporated, a Delaware corporation (“NCP Lake”), Lake Investment, L.P., a Delaware limited partnership (“LIL”), and Lake Interest Holdings Inc., a Delaware corporation (“LIHI”).

AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF EPCOR POWER (US) GP Dated as of July 20, 2007 between EPCOR POWER EQUITY LTD. and EPLP POWER INC.
Partnership Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Delaware

THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this “Agreement”) of EPCOR Power (US) GP, a Delaware partnership (the “Partnership”), is made and entered into effective as of July 20, 2007 (the “Effective Date”) by and between EPCOR POWER EQUITY LTD., an Alberta corporation (“EPEL”), and EPLP POWER INC., an Alberta corporation (“EPLPPI”, and together with EPEL, sometimes hereinafter collectively referred to as the “Partners”), amending and restating, in its entirety, the Partnership Agreement dated as of June 1, 2007 between EPEL and EPCOR POWER (WILLIAMS LAKE) LTD., a British Columbia corporation (“EPWLL”) (the “Initial Agreement”), with reference to the following facts:

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FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BADGER POWER ASSOCIATES, L.P.
Limited Partnership Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services

This First Amendment to the Amended and Restated Limited Partnership Agreement of Badger Power Associates, L.P. (the “Partnership”) dated as of the 31st day of January, 2001 (the “LP Agreement”), by and among Beardsley Power Corporation, a Minnesota corporation (“Beardsley”), and Badger Power Generation I Inc., a Delaware corporation (“Badger I”), as General Partners, and Badger Power Generation II Inc., a Delaware corporation (“Badger II”), and ElF Badger Power LLC, a Delaware limited liability company (“EIF”), as limited partners.

ATLANTIC POWER SERVICES, LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Delaware

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members; and

FIRST AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF DADE INVESTMENT, L.P.
Atlantic Oklahoma Wind, LLC • May 18th, 2012 • Electric, gas & sanitary services

This First Amendment to the Agreement of Limited Partnership of Dade Investment, L.P. dated as of the 28th day of August, 1991 (the “LP Agreement”), by and among NCP Dade Power, LLC, a Delaware limited liability company, (the “General Partner”), and NCP Pasco LLC, a Delaware limited liability company, (the “Limited Partner”)(together, the “Partners”) is effective as of March 12, 2004.

LIMITED LIABILITY COMPANY AGREEMENT of CURTIS PALMER LLC Dated as of September 28, 2007
Limited Liability Company Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Delaware
FOURTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF PASCO COGEN, LTD.
Fourth Amendment • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services

This Fourth Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd. (“Fourth Amendment”) , dated as of June 13, 1994 (the “Amendment Date”), by and among PAS POWER CO., a Florida corporation (“PAS”), NCP DADE POWER INCORPORATED, a Delaware corporation (“NDP”) , DADE INVESTMENT, L.P., a Delaware limited partnership (“DIL”) and PASCO INTEREST HOLDINGS INC., a Delaware corporation (“PIHI”) .

ATLANTIC POWER SERVICES CANADA LP FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services

THIS AGREEMENT made as of the 2nd day of November, 2011, between Atlantic Power Services Canada GP Inc., a corporation incorporated under the laws of the Province of British Columbia (the “General Partner”) and Atlantic Power Corporation, a corporation continued under the laws of the Province of British Columbia (the “Limited Partner”, and together with the General Partner, the Partners”).

FIRST AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF LAKE INVESTMENT, L.P.
Atlantic Oklahoma Wind, LLC • May 18th, 2012 • Electric, gas & sanitary services

This First Amendment to the Agreement of Limited Partnership of Lake Investment, L.P., a Delaware limited partnership, dated as of the 23rd day of July, 1992 (the “LP Agreement”), by and among NCP Lake Power, LLC, a Delaware limited liability company, (the “General Partner”), and NCP Gem LLC, a Delaware limited liability company, (the “Limited Partner”)(together, the “Partners”) is effective as of March, 2004.

FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LAKE COGEN, LTD.
Limited Partnership Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Florida

This Agreement (the “Amendment Agreement”), dated as of June, 13, 1994 (the “Amendment Date”), by and among NCP Lake Power Incorporated, a Delaware corporation (“NCP Lake”), Lake Investment, L.P., a Delaware limited partnership (“LIL”), and Lake Interest Holdings Inc., a Delaware corporation (“LIHI”).

SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF PASCO COGEN, LTD.
Atlantic Oklahoma Wind, LLC • May 18th, 2012 • Electric, gas & sanitary services

This Second Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd. (this “Second Amendment”) is made and entered into as of the 15th day of October, 1992, by and among PAS POWER CO., a Florida corporation, with its principal office located at 220 East Madison Street, Tampa, Florida 33602 (“PAS”) and NCP DADE POWER INCORPORATED, a Delaware corporation, with its principal office located at 1100 Town & Country Road, Suite 800, Orange, CA 92668 (“NDP”) as the General Partners, and DADE INVESTMENT, L.P., a Delaware limited partnership (“DIL”) and PAS as the Limited Partners. The parties hereto are sometimes referred to herein individually as “Partner” and collectively as “Partners”).

FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF PASCO COGEN, LTD.
Atlantic Oklahoma Wind, LLC • May 18th, 2012 • Electric, gas & sanitary services

This First Amendment to Agreement of Limited Partnership of Pasco Cogen Ltd. (this “Amendment”) is made and entered into as of the 15th day of January, 1992, by and among PAS POWER CO., a Florida corporation, with its principal office located at 220 East Madison Street, Tampa, Florida 33602 (“PAS”) and NCP DADE POWER INCORPORATED, a Delaware corporation, with its principal office located at 1100 Town and Country Road, Suite 800, Orange, California 92668 (“NDP”) as the General Partners, and DADE INVESTMENT L.P., a Delaware limited partnership, (“DIL”) and PAS as the Limited Partners. The parties hereto are sometimes referred to as “Partners” collectively and as a “Partner” individually.

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BADGER POWER ASSOCIATES, L.P.
Limited Partnership Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Delaware
ATLANTIC AUBURNDALE, LLC (A Delaware Limited Liability Company) LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made effective as of November 21, 2008, by the party listed on the signature page hereof (the “Member”).

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT AMONG CPI INCOME SERVICES LTD. AND EACH PERSON WHO IS ADMITTED TO THE PARTNERSHIP AS A LIMITED PARTNER IN ACCORDANCE WITH THE TERMS HEREOF
Limited Partnership Agreement • May 18th, 2012 • Atlantic Oklahoma Wind, LLC • Electric, gas & sanitary services • Ontario

THIS LIMITED PARTNERSHIP AGREEMENT made as of March 27, 1997 among CPI Income Services Ltd. as General Partner, the Initial Limited Partner and each Person who is admitted to the Partnership as a Limited Partner in accordance with the terms hereof, as amended and restated June 6, 1997 and as amended September 29, 1998, March 26, 2004, April 29, 2004 and August 31, 2005 and as amended and restated July 1, 2009, October 1, 2009, November 4, 2009 and November 5, 2011.

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