Accounting Certain Tax Matters. 44 Section 9.1. Books of Account 44 Section 9.2. Tax Elections 44 Section 9.3. Tax Returns; Information 45 Section 9.4. Company Representative 45 Section 9.5. Withholding Tax Payments and Obligations 45 ARTICLE X DISSOLUTION AND TERMINATION 47 Section 10.1. Liquidating Events 47 Section 10.2. Procedure 48 Section 10.3. Rights of Members 49 Section 10.4. Notices of Dissolution 49 Section 10.5. Reasonable Time for Winding Up 49 Section 10.6. No Deficit Restoration 49 ARTICLE XI GENERAL 49 Section 11.1. Amendments; Waivers 49 Section 11.2. Further Assurances 50 Section 11.3. Successors and Assigns 50 Section 11.4. Certain Representations by Members 51 Section 11.5. Entire Agreement 51 Section 11.6. Rights of Members Independent 51 Section 11.7. Governing Law 51 Section 11.8. Jurisdiction and Venue 51 Section 11.9. Headings 52 Section 11.10. Counterparts 52 Section 11.11. Notices 52 Section 11.12. Representation By Counsel; Interpretation 53 Section 11.13. Severability 53 Section 11.14. Expenses 53 Section 11.15. Waiver of Jury Trial 53 Section 11.16. No Third Party Beneficiaries 53 Exhibit A Members Unit Ownership Table A-1 Schedule 7.4 Restricted Business Sch.-1 SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE XXXXXXX GROUP, LLC This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of December 18, 2023, by and among The Xxxxxxx Group, LLC, a Delaware limited liability company (the “Company”), Xxxxxxx, Inc., a Delaware corporation (“PubCo”), Xxxxxxx Holding Corp., a Delaware corporation (“HHC”), Xxxxxx Group Inc. (f/k/a Xxxxxx Corporation), a Virginia corporation (“Xxxxxx”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
Accounting Certain Tax Matters
