Common use of Certificate of Cancellation Clause in Contracts

Certificate of Cancellation. On completion of the Distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time), and the Manager shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is shall be terminated (and the Company shall not be terminated prior to such time), and the Manager Members shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 1.5, and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company LLC assets as provided herein, the Company LLC is terminated (and the Company LLC shall not be terminated prior to such time), and the Manager (or such other Person or Persons as the Delaware Act may require or permit) shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the CompanyLLC. The Company LLC shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.049.03.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Member (and or such other Person as the Company Act may require or permit) shall not be terminated prior to such time), and the Manager shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.5 and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes , including filing a certificate of this Agreement until it is terminated pursuant to this Section 14.04cancellation of the Certificate with the Secretary of State of the State of Delaware.

Certificate of Cancellation. On Upon the completion of the Distribution distribution of Company assets cash and property as provided hereinin this Article X in connection with the liquidation of the Company, the Company is terminated (Certificate of Formation and all qualifications of the Company shall not be terminated prior to such time), and the Manager shall file or cause to be filed as a certificate of cancellation with the Secretary of State of foreign limited liability company in jurisdictions other than the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should Delaware shall be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04taken.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company company is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager Managers (or such other Person or Persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Delaware and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager Members or the Majority Member, as applicable, (or such other Person or Persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of DelawareDelaware under the Act, cancel any other filings made pursuant to this Agreement that are or should be canceled Sections 2.01, 2.02 and 2.04, and take such other actions as may be necessary to terminate the existence of the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager Board of Directors (or such other Person or Persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled applicable Requirements of Law, and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Managing Member (and or such other Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04cease.

Certificate of Cancellation. On Upon completion of the Distribution distribution ----------------------------- of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager Managers (or such other person or persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware under the State of DelawareAct, cancel any other filings made pursuant to this Agreement that are or should be canceled Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On Upon the dissolution of the Company and the completion of the Distribution liquidation and winding up of Company assets as provided hereinthe Company’s affairs and business, the Company is terminated (and Member shall on behalf of the Company shall not be terminated prior to such time), prepare and the Manager shall file or cause to be filed a certificate of cancellation with the Delaware Secretary of State of State, as required by the State of DelawareAct. When such certificate is filed, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company ’s existence shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.cease

Certificate of Cancellation. On Upon completion of the Distribution liquidation and distribution of the Company assets as provided herein, the Company is terminated (and if applicable, the Company shall not be terminated prior to such time)deemed terminated, and the Manager Directors or Officers (or such other authorized Person or Persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Agreement, and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time), and the Manager shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time), and the Manager shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.06, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Managing Member (and or such other Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the certificate of cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager Board of Managers (or such other Person or Persons as the Act may require or permit) shall file or cause to be filed a certificate of cancellation with the Delaware Secretary of State of the State of DelawareState, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution liquidation of Company assets as provided herein, the Company is terminated (and the Company Company’s existence shall not be terminated prior to such time)terminated, and the Manager Managers (or such other person or persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Delaware and take such other actions as may be necessary to terminate the existence of the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Managing Member (and or such other Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.05, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Managing Member (and or any Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.06, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager Member (or such other Person or Persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Delaware and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Managing Member or the Board, as applicable (and or any Person or Persons as the Company shall not be terminated prior to such timeAct may require or permit), and the Manager shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.06, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On Upon the dissolution of the Company and the completion of the Distribution liquidation and winding up of Company assets as provided hereinthe Company’s affairs and business, the Company is terminated (and Managing Member or the Designated Person shall on behalf of the Company shall not be terminated prior to such time), prepare and the Manager shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take as required by the Act. When such other actions as may be necessary to terminate certificate is filed, the Company. The Company ’s existence shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04cease.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Managing Member (and or such other Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.6, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided hereinin this Agreement, the Company is shall be terminated (and the Company shall not be terminated prior to such time), and the Manager Members shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 1.5, and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Board (and or such other Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager Managing Member (or such other Person or Persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.06, and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Steering Committee (and or such other Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the certificate of cancellation, the existence of the Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04cease.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Board (and or such other Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.6, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution of Company LLC assets as provided herein, the Company LLC is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager Managers (or such other Person or Persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Delaware and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04LLC.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager Managers (or such other person or persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.05, and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Board (and or such other Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the certificate of cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other Law.

Certificate of Cancellation. On Upon the completion of the Distribution distribution of Company assets as provided hereinin this Article VII, the Company is terminated (and the Company shall not be terminated prior to such time)and cancelled, and the Manager U.S. Manager, shall file or cause a Certificate of Cancellation to be filed a certificate in the office of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and shall take such other actions as may be necessary or appropriate to terminate and wind up the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Managing Member (and or any Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Delaware and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution of Company the Company’s assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to Member (or such time), and other Person or Persons as the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.07. and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On Upon completion of the Distribution distribution of Company the Operating Company’s assets as provided herein, the Company is terminated (and the Operating Company shall not be terminated prior to such time)terminated, and the Manager Managing Member (or such other Person or Persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware under the State of DelawareAct, cancel any other filings made pursuant to this Agreement that are or should be canceled Sections 2.01 and 2.05, and take such other actions as may be necessary to terminate the existence of the Operating Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets Property as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time)thereby terminated, and the Manager shall file or cause to be filed a certificate authorize the filing of cancellation Certificate of Cancellation with the Delaware Secretary of State of the State of DelawareState, cancel any other filings made pursuant to this Agreement that are or should be canceled foreign qualifications, and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Board (and or any Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, terminate and cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided hereinin this Article XIV, the Company is terminated Manager (and or such other Person or Persons as the Company Delaware Act may require or permit) shall not be terminated prior to such time), and the Manager shall (a) file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, (b) cancel any other filings made pursuant to this Agreement that are or should be canceled cancelled and (c) take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Manager (and or such other Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Delaware and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time), and the Manager Managing Member shall file or cause to be filed a certificate of cancellation with the 953834.04-WILSR01A - MSW Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.06, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On Upon the dissolution and the completion and winding up of the Distribution of Company assets as provided hereinCompany, the Company is terminated (and the Company shall not be terminated prior to such time), and the Manager shall file or cause a Certificate of Cancellation to be filed a certificate with the Office of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement the requirements of the Act, canceling the Certificate of Formation; provided that are or should such Certificate of Cancellation shall not be canceled and take such other actions as may be necessary filed prior to terminate January 1 of the third (3rd) calendar year subsequent to the sale of all of the assets of the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time), and the Manager Managing Member shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.06, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.otherwise provided by the Act or other applicable Law. 868227.25C-WILSR01A - MSW

Certificate of Cancellation. On Upon completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager Directors (or such other person or persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware under the State of DelawareAct, cancel any other filings made pursuant to this Agreement that are or should be canceled Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to Members (or such time), and other Person or Persons as the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.5 and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Board (and or any Person as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and Board of Managers shall direct such Person or Persons as the Company shall not be terminated prior Act may require or permit to such time), and the Manager shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Delaware and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution of Company the Company’s assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager Board of Managers (or such other Person or Persons as the LLC Act may required or permit) shall file or cause to be filed a certificate of cancellation with the Delaware Secretary of State of the State of DelawareState, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager (or such other Person or Persons as the Act may require or permit) shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 5, and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On Upon completion of the Distribution distribution of Company the Company’s assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager Board (or such other Person or Persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Delaware under the Act and take such other actions as may be necessary to terminate the existence of the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Board (and or such other Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the certificate of cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution ---------------------------- of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager Member (or such other Person or Persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Delaware and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Board (and or such other Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.otherwise provided by the Act or other applicable Law. ARTICLE 13

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Board (and or any Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.5 and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Managing Member (and or any Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On completion of the Distribution distribution of Company --------------------------- the Company's assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to Member (or such time), and other Person or Persons as the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.07, and take such other actions as may ------------ be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On Upon the completion of the Distribution distribution of Company assets as provided hereinin this Article VII, the Company is terminated (and the Company shall not be terminated prior to such time)and cancelled, and the Manager shall file or cause a Certificate of Cancellation to be filed a certificate in the office of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and shall take such other actions as may be necessary or appropriate to terminate and wind up the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On completion of the Distribution winding-up of the Company pursuant to Section 18-803 of the Act and the distribution of property and assets as provided herein, the Company is shall be terminated (and the Company shall not be terminated prior to such time), and the Manager Board shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.5, and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On Upon the dissolution of the Company and the completion of the Distribution liquidation and winding up of Company assets as provided hereinthe Company’s affairs and business, the Company is terminated (and Members shall on behalf of the Company shall not be terminated prior to such time), prepare and the Manager shall file or cause to be filed a certificate of cancellation with the Secretary Department of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take as required by Section 18-203 of the Act. When such other actions as may be necessary to terminate certificate is filed, the Company. The Company ’s existence shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04cease.

Certificate of Cancellation. On Upon completion of the Distribution distribution of Company assets as provided hereinin accordance with Section 11.2, the Company is terminated (and this Agreement shall terminate upon the Company shall not be terminated prior to such time), and the Manager shall file or cause to be filed filing of a certificate of cancellation with the Secretary of State of the State Company in accordance with Section 18-203 of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the CompanyDelaware Act. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.0411.3.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time)terminated, and the Manager Board of Managers (or such other Person or Persons as the Delaware Act may require or permit) shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.5, and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. On Upon completion of the Distribution winding up of the Company, including the distribution of the assets of the Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such timein Section 14.4(a), each Member shall execute and the Manager shall file or cause to be filed a certificate Certificate of cancellation with the Secretary of State of Cancellation in the State of Delaware, cancel any Delaware and shall cause the cancellation of all qualifications and registrations of the Company as a foreign limited liability company in jurisdictions other filings made pursuant to this Agreement that are or should be canceled than the State of Delaware and shall take such other actions as may be necessary to terminate the Company. The Upon acceptance of the Certificate of Cancellation by the Delaware Secretary of State, the Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04terminated.

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time), and the Manager Managing Member shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.06, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.otherwise provided by the Act or other applicable Law. ARTICLE 13

Certificate of Cancellation. On completion of the Distribution distribution of Company assets as provided herein, the Company is terminated Board (and or any Person or Persons as the Company shall not be terminated prior to such time), and the Manager Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. The Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. On Upon completion of the Distribution distribution of Company assets Assets as provided hereinin this Article 10, the Company is terminated (and the Company shall not be terminated prior to such time), and the Manager Directors (or such other Person or Persons as the Act may require or permit) shall file or cause to be filed a certificate Certificate of cancellation Cancellation with the Delaware Secretary of State of the State of DelawareState, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.0410.4.

Certificate of Cancellation. On completion of the Distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time), and the Manager shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.. SECTION

Certificate of Cancellation. On completion of the Distribution distribution of Company assets property as provided herein, the Company is shall be terminated (and the Company shall not be terminated prior to such time), and the Manager Members shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled Section 1.5, and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.