Limitations on Dissolution Sample Clauses

Limitations on Dissolution. Notwithstanding any other provision of this Agreement, the bankruptcy (as defined in the Act) of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.
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Limitations on Dissolution. Nothing in this Article X is intended to limit the survival of provisions of this Agreement that expressly survive the dissolution and termination of the Partnership. The Partnership may be dissolved, liquidated and terminated, and have its affairs wound up, only pursuant to the provisions of this Article X. Any dissolution of the Partnership other than as provided in this Article X shall be a dissolution in contravention of this Agreement.
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Limitations on Dissolution. Notwithstanding any other provision of this Agreement, the bankruptcy (as defined in the Act) of the Member or a Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. Notwithstanding any provision in this Agreement to the contrary, upon the occurrence of any event that causes the Member to cease to be a member of the Company, (a) the person or entity acting as an Independent Manager pursuant to Section 6.1 shall, without any action of any person or entity and simultaneously with the Member's ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution, and (b) the personal representative of such Member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the Company, appoint a person or entity as a substitute member of the Company (the "Substitute Member"). The Special Member may not resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 6.1; provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a Substitute Member but shall not thereby cease to be an Independent Manager. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, the Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. The Special Member, in its capacity as Special Member, shall have the right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, the person or entity acting as an Independent Manager pursuant to Section 6.1 shall execute a counterpart to this Agreement. Prior to i...
Sample 1

Related to Limitations on Dissolution

  • Limitations on Distribution Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate Section 17-607 of the Act or other applicable Law.

  • Limitations on Distributions Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

  • Limitations on Disposition Grantor will not sell, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Credit Agreement.

  • Limitations on Payments Made in Dissolution Except as otherwise specifically provided in this Agreement, the Member shall only be entitled to look solely to the assets of Company for the return of its positive Capital Account balance and shall have no recourse for its Capital Contribution and/or share of net income (upon dissolution or otherwise) against any Manager.

  • Limitations on Use No part of the moneys delivered to the Recipient pursuant to Section II hereof is being or will be used to refinance, retire, redeem, or otherwise pay debt service on all or any part of any part of any governmental obligations regardless of whether the interest on such obligations is or was excluded from gross income for federal income tax purposes unless prior approval by the Director is given.

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