Common use of Reconstitution Clause in Contracts

Reconstitution. If it is determined, by a court of competent jurisdiction, that the Company has dissolved prior to the occurrence of a Dissolution Event, then within ninety (90) days after such determination (the “Reconstitution Period”), the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.2. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in Section 12.1(a); and (ii) Unless otherwise agreed to by all of the Members, the Certificate and this Agreement shall automatically constitute the Certificate and Agreement of such new Company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Company. No bond, collateral, assumption or release of any Member’s or the Company’s liabilities shall be required; provided that the right of the Members to select successor Managers and to reconstitute and continue the business of the Company shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitution.

Reconstitution. If it is determined, by a court of competent jurisdiction, that the Company has dissolved prior to the occurrence of a Dissolution Liquidating Event, then within an additional ninety (90) days after such determination (the “Reconstitution Period”), all of the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.2. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall continue until the occurrence of a Dissolution Liquidating Event as provided in Section 12.1(a); and; (ii) Unless otherwise agreed to by all of the Members, the Certificate and this Agreement shall shall, subject to any requirement under the Act to file a new certificate of formation, automatically constitute the Certificate and Agreement of such new Company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed conveyed, and transferred to the new Company. No bond, collateral, assumption assumption, or release of any Member’s or the Company’s liabilities shall be required; provided that the right of the Members to select successor Managers managers and to reconstitute and continue the business of the Company shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.

Reconstitution. If it is determined, determined by a court of competent jurisdiction, jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution Event, then then, within an additional ninety (90) days after such determination (the “Reconstitution Period”"RECONSTITUTION PERIOD"), all of the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Amended Agreement by forming a new limited liability company on terms identical to those set forth in this Amended Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.214.2 hereof. If such an election is made within the Reconstitution Period, then: (i) The the reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in Section 12.1(a)14.1(a) hereof; and (ii) Unless unless otherwise agreed to by all a majority of the Members, the Certificate Certificate, and this Amended Agreement shall automatically constitute the Certificate and Amended Agreement of such new Company. All ; all of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Company. No ; and no bond, collateral, assumption or release of any Member’s 's or the Company’s 's liabilities shall be required; provided that the right of the Members to select successor Managers replacement managers and to reconstitute and continue the business of the Company shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the such right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for U.S. federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.

Reconstitution. If it is determined, by a court of competent jurisdiction, that the Company has dissolved prior to the occurrence of a Dissolution Event, then within an additional ninety (90) days after such determination (the “"Reconstitution Period”"), all of the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.212.2 hereof. If such an election is made within the Reconstitution Period, then: (i1) The reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in Section 12.1(a); and; (ii2) Unless otherwise agreed to by all a majority of the Members, the Certificate and this Agreement shall automatically constitute the Certificate and Agreement of such new Company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Company. No bond, collateral, assumption assumption, or release of any Member’s 's or the Company’s 's liabilities shall be required; provided that the right of the Members to select successor Managers managers and to reconstitute and continue the business of the Company Business shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.

Reconstitution. If it is determined, determined by a court of competent jurisdiction, jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution Liquidation Event, then within an additional ninety (90) days after such determination (the “Reconstitution Period”), all of the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate dissolve and wind up its affairs in accordance with Section 12.213.2. If such an election is made within the Reconstitution Period, then: (i) The the reconstituted limited liability company shall continue until the occurrence of a Dissolution Liquidation Event as provided in Section 12.1(a13.1(a); and (ii) Unless unless otherwise agreed to by all of the Members, the Certificate of Formation and this Agreement shall shall, subject to any requirement under the Act to file a new certificate of formation, automatically constitute the Certificate certificate of formation and Agreement limited liability company agreement of such new reconstituted Company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed conveyed, and transferred to the new reconstituted Company. No bond, collateral, assumption assumption, or release of any Member’s or the Company’s liabilities shall be required; provided provided, however, that the right of the Members to select successor Managers managers and to reconstitute and continue the business of the Company shall not exist and may not be exercised unless the Company Managing Member has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the dissolved Company nor the reconstituted limited liability company Company would cease to be treated as a partnership for U.S. federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.

Reconstitution. If it is determined, by a court of competent jurisdiction, that the Company has dissolved prior to the occurrence of a Dissolution Event, then within ninety (90) days after such determination (the “Reconstitution Period”), the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.2. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in Section 12.1(a); and (ii) Unless otherwise agreed to by all of the Members, the Certificate and this Agreement shall automatically constitute the Certificate and Agreement of such new Company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Company. No bond, collateral, assumption or release of any Member’s or the Company’s liabilities shall be required; provided that the right of the Members to select successor Managers and to reconstitute and continue the business of the Company shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutionreconstirution.

Reconstitution. If it is determined, by a court of competent jurisdiction, that the Company has dissolved prior to the occurrence of a Dissolution Event, then within ninety (90) days after such determination (the “Reconstitution Period”), the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.2. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in Section 12.1(a12.1 (a); and (ii) Unless otherwise agreed to by all of the Members, the Certificate and this Agreement shall automatically constitute the Certificate and Agreement of such new Company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Company. No bond, collateral, assumption or release of any Member’s or the Company’s liabilities shall be required; provided that the right of the Members to select successor Managers and to reconstitute and continue the business of the Company shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitution.

Reconstitution. If it is determined, by a court of competent jurisdiction, that the Company has dissolved prior to the occurrence of a Dissolution Event, then within an additional ninety (90) days after such determination (the “Reconstitution Period”), the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.212.2 hereof. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in Section 12.1(a); and; (ii) Unless otherwise agreed to by all a majority of the Members, the Certificate and this Agreement shall automatically constitute the Certificate and Agreement of such new Companylimited liability company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed conveyed, and transferred to the new Companylimited liability company. No bond, collateral, assumption or release of any Member’s or the Company’s liabilities shall be required; provided that the right of the Members to select successor Managers and to reconstitute and continue the business of the Company Business shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.

Reconstitution. If it is determined, by a court of competent jurisdiction, that the Company has dissolved prior to the occurrence of a Dissolution Event, then within an additional ninety (90) days after such determination (the “"Reconstitution Period”"), all of the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.215.2 hereof. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in this Section 12.1(a15.1(a); and; (ii) Unless otherwise agreed to by all a majority of the Members, the Certificate and this Agreement shall automatically constitute the Certificate and Agreement of such new Company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Company. No bond, collateral, assumption or release of any Member’s 's or the Company’s 's liabilities shall be required; provided that the right of the Members to select successor Managers managers and to reconstitute and continue the business of the Company Business shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.

Reconstitution. If it is determined, by a court of competent jurisdiction, that the Joint Sales Company has dissolved prior to the occurrence of a Dissolution Event, then within an additional ninety (90) days after such determination (the “Reconstitution Period”"RECONSTITUTION PERIOD"), the Members either Member may elect to reconstitute the Joint Sales Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Joint Sales Company shall liquidate and wind up its affairs in accordance with Section 12.212.2 hereof. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in this Section 12.1(a); and; (ii) Unless otherwise agreed to by all a majority in Percentage Interests of the Members, the Certificate and this Agreement shall automatically constitute the Certificate and Agreement of such new Joint Sales Company. All of the assets and liabilities of the dissolved Joint Sales Company shall be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Joint Sales Company. No bond, collateral, assumption or * CONFIDENTIAL TREATMENT REQUESTED release of any Member’s 's or the Joint Sales Company’s 's liabilities shall be required; provided PROVIDED that the right of the Members to select successor Managers Directors and to reconstitute and continue the business of the Company Business shall not exist and may not be exercised unless the Joint Sales Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the Joint Sales Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.

Reconstitution. If it is determined, determined by a court of competent jurisdiction, jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution Event, then then, within an additional ninety (90) days after such determination (the “Reconstitution Period”"RECONSTITUTION PERIOD"), all of the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.213.2 hereof. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in Section 12.1(a13.1(a); and (ii) Unless otherwise agreed to by all a majority of the Members, the Certificate and this Agreement shall automatically constitute the Certificate and Agreement of such new Company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Company. No bond, collateral, assumption or release of any Member’s 's or the Company’s 's liabilities shall be required; provided that the right of the Members to select successor Managers replacement managers and to reconstitute and continue the business of the Company shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the such right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for U.S. federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.

Reconstitution. If it is determined, by a court of competent jurisdiction, that the Company has dissolved prior to the occurrence of a Dissolution Event, then within an additional ninety (90) days after such determination (the “Reconstitution Period”"RECONSTITUTION PERIOD"), Members holding a majority of the Members total issued and outstanding Units may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.212.02 hereof. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in Section 12.1(a12.01(a); and (ii) Unless otherwise agreed to by all of the Members, the The Certificate and this Agreement shall automatically constitute the Certificate and Agreement of such new the reconstituted Company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Company. No bond, collateral, assumption or release of any Member’s 's or the Company’s 's liabilities shall be required; provided PROVIDED that the right of the Members to select successor Managers managers and to reconstitute and continue the business of the Company Business shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.

Reconstitution. If it is determined, determined by a court of competent jurisdiction, jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution Event, then then, within an additional ninety (90) days after such determination (the “Reconstitution Period”), all of the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Amended Agreement by forming a new limited liability company on terms identical to those set forth in this Amended Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.214.2 hereof. If such an election is made within the Reconstitution Period, then: (i) The the reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in Section 12.1(a)14.1(a) hereof; and (ii) Unless unless otherwise agreed to by all a majority of the Members, the Certificate Certificate, and this Amended Agreement shall automatically constitute the Certificate and Amended Agreement of such new Company. All ; all of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Company. No ; and no bond, collateral, assumption or release of any Member’s or the Company’s liabilities shall be required; provided that the right of the Members to select successor Managers replacement managers and to reconstitute and continue the business of the Company shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the such right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for U.S. federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.

Reconstitution. If it is determined, by a court of competent jurisdiction, that the Company has dissolved prior to the occurrence of a Dissolution Event, then then, within ninety (90) days after the effective date of such determination (the “Reconstitution Period”), all of the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.211.2 hereof. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in Section 12.1(a11.1(a); and; (ii) Unless otherwise agreed to by all the Consent of the Members, the Certificate and this Agreement shall automatically constitute the Certificate and Agreement operating agreement of such new Companylimited liability company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed conveyed, and transferred to the new Companycompany. No bond, collateral, assumption assumption, or release of any Member’s or the Company’s liabilities shall be required; provided provided, that the right of the Members to select successor Managers managers and to reconstitute and continue the Company’s business of the Company and affairs shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.

Reconstitution. If it is determinedan arbitral tribunal determines, by a court of competent jurisdictionpursuant to Section 14.7, that the Company has dissolved prior to the occurrence of before a Dissolution EventEvent has occurred, then within ninety (90) an additional 90 calendar days after such that determination (the “Reconstitution Period”), all of the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an that election is made within the Reconstitution Period, the Company shall will liquidate and wind up its affairs in accordance with Section 12.2. If such an that election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall will continue until the occurrence of a Dissolution Event occurs as provided in Section 12.1(a); and (ii) Unless otherwise unanimously agreed to by all of the Members, the Certificate and this Agreement shall will automatically constitute the Certificate and Agreement of such that new Company. All of the assets and liabilities of the dissolved Company shall will be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Company. No bond, collateral, assumption assumption, or release of any Member’s or the Company’s liabilities shall will be required; provided that . However, the right of the Members to select successor Managers managers and to reconstitute and continue the business of the Company shall Business will not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income income-tax purposes upon the exercise of such that right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.

Reconstitution. If it is determined, by a court of competent jurisdiction, that the Company has dissolved prior to the occurrence of a Dissolution Event, then within ninety (90) an additional 90 days after such determination (the “Reconstitution Period”), Members holding a majority of the Members Percentage Interests may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.211.2 hereof. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in Section 12.1(a11.1(a); and (ii) Unless otherwise agreed to by all of the Members, the The Certificate and this Agreement shall automatically constitute the Certificate and Agreement of such new the reconstituted Company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Company. No bond, collateral, assumption or release of any Member’s or the Company’s liabilities shall be required; provided that the right of the Members to select successor Managers managers and to reconstitute and continue the business of the Company Business shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.

Reconstitution. If it is determined, determined by a court of competent jurisdiction, jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution Event, then then, within an additional ninety (90) days after such determination (the “Reconstitution Period”), all of the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Amended Agreement by forming a new limited liability company on terms identical to those set forth in this Amended Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.214.2 hereof. If such an election is made within the Reconstitution Period, then: (i) The the reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in Section 12.1(a)14.1(a) hereof; and (ii) Unless unless otherwise agreed to by all a majority of the Members, the Certificate Certificate, and this Amended Agreement shall automatically constitute the Certificate and Amended Agreement of such new Company. All ; all of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Company. No ; and no bond, collateral, assumption or release of any Member’s or the Company’s liabilities shall be required; provided that the right of the Members to select successor Managers replacement managers and to reconstitute and continue the business of the Company shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the such right would not result in the loss of limited liability of any Member and to the extent such event occurs during the Pre-Corporate Period neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for U.S. federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.

Reconstitution. If it is determined, by a court of competent jurisdiction, that the Company has dissolved prior to the occurrence of a Dissolution Event, then within an additional ninety (90) days after such determination (the “Reconstitution Period”"RECONSTITUTION PERIOD"), all of the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.213.2 hereof. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in this Section 12.1(a13.1(a); and; (ii) Unless otherwise agreed to by all way of an Approval of the Members, the Certificate and this Agreement shall automatically constitute the Certificate and Agreement of such new Company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Company. No bond, collateral, assumption or release of any Member’s 's or the Company’s 's liabilities shall be required; provided PROVIDED that the right of the Members to select successor Managers managers and to reconstitute and continue the business of the Company Business shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitutioncontinue.