Common use of No Action for Dissolution Clause in Contracts

No Action for Dissolution. Except as expressly permitted in Section 10.1, a Member shall not take any voluntary action under the Act to cause the Company to dissolve. The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 10.1. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Economic Interests. Accordingly, except where the Board has failed to liquidate the Company as required by this Article 10, each Member hereby waives and renounces its right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (a) it is not reasonably practicable to carry on the business of the Company in conformity with the Certificate or this Agreement, or (b) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member. Damages for breach of this Section shall be monetary damages only (and not specific performance), and the damages may be offset against Distributions by the Company to which such Member would otherwise be entitled.

Appears in 1 contract

Sources: Operating Agreement (Growblox Sciences, Inc.)

No Action for Dissolution. Except as expressly permitted in Section 10.1this Agreement, a Member shall not take any voluntary action under that directly causes a dissolution of the Act to cause the Company to dissolveCompany. The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 10.110.01. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Economic Interestseconomic interests. Accordingly, except where the Board has Managers have failed to liquidate the Company as required by this Article 10, each Member hereby waives and renounces its such Member's right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (ai) it is not reasonably practicable to carry on the business of the Company in conformity with the Certificate articles or this Agreement, or (bii) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member. Damages for breach of this Section 10.08 shall be in monetary damages only (and not specific performance), ) and the damages may be offset against Distributions distributions by the Company to which such Member would otherwise be entitled.

Appears in 1 contract

Sources: Operating Agreement

No Action for Dissolution. Except as expressly permitted in Section 10.1this Agreement, a Member shall not take any voluntary action under the Act to cause the Company to dissolvethat directly causes a Dissolution Event. The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 10.111.1. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Economic Interests. Accordingly, except where the Board has Managers have failed to liquidate the Company as required by this Article 10X, each Member hereby waives and renounces its his or her right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (a) it is not reasonably practicable to carry on the business of the Company in conformity with the Certificate or this Agreement, or (b) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member. Damages for breach of this Section 11.7 shall be monetary damages only (and not specific performance), and the damages may be offset against Distributions distributions by the Company to which such Member would otherwise be entitled.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Akorn Inc)

No Action for Dissolution. Except as expressly permitted in Section 10.1this Agreement, a Member shall not take any voluntary action under the Act to cause the Company to dissolvethat directly causes a Dissolution Event. The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 10.112.1. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Economic Interests. Accordingly, except where the Board has Managers have failed to liquidate the Company as required by this Article 10XII, each Member hereby waives and renounces its the Member's right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (a) it is not reasonably practicable to carry on the business of the Company in conformity with the Certificate Articles or this Agreement, or (b) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member. Damages for breach of this Section 12.9 shall be monetary damages only (and not specific performance), and the damages may be offset against Distributions distributions by the Company to which such Member would otherwise be entitled.

Appears in 1 contract

Sources: Operating Agreement (Neurocrine Biosciences Inc)

No Action for Dissolution. Except as expressly permitted in Section 10.1this Agreement, a Member shall not take any voluntary action under the Act to cause the Company to dissolvethat directly causes a Dissolution Event. The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 10.19.1. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Economic Interests. Accordingly, except where the Board has Managers have failed to liquidate the Company as required by this Article 10IX, each Member hereby waives and renounces its such Member’s right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (a) it is not reasonably practicable to carry on the business of the Company in conformity with the Certificate Articles or this Agreement, or (b) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member. Damages for breach of this Section 9.9 shall be monetary damages only (and not specific performance), and the damages may be offset against Distributions distributions by the Company to which such Member would otherwise be entitled.

Appears in 1 contract

Sources: Operating Agreement (ARAMARK FHC Kansas, Inc.)

No Action for Dissolution. Except as expressly permitted in Section 10.1this Agreement, a Member shall not take any voluntary action under the Act to cause the Company to dissolvethat directly causes a Dissolution Event. The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 10.1. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Economic Interests. Accordingly, except where the Board Manager has failed to liquidate the Company as required by this Article 10, each Member hereby waives and renounces its his or her right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (a) it is not reasonably practicable to carry on the business of the Company in conformity with the Certificate Article or this Agreement, or (b) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member. Damages for breach of this Section 10.8 shall be in monetary damages only (and not specific performance), ) and the damages may be offset against Distributions distributions by the Company to which such Member would otherwise be entitled. 9512900003-629491.7 34.

Appears in 1 contract

Sources: Operating Agreement (Grill Concepts Inc)

No Action for Dissolution. Except as expressly permitted in Section 10.1this Agreement, a Member shall not take any voluntary action under the Act to cause the Company to dissolvethat directly causes a Dissolution Event. The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 10.1. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Economic Interests. Accordingly, except where the Board has Members have failed to liquidate the Company as required by this Article 10X, each Member hereby waives and renounces its right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (a) it is not reasonably practicable to carry on the business Business of the Company in conformity with the Certificate Articles or this Agreement, or (b) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member. Damages for breach of this Section 10.8 shall be monetary damages only (and not specific performance), and the damages may be offset against Distributions distributions by the Company to which such Member would otherwise be entitled.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Borqs Technologies, Inc.)

No Action for Dissolution. Except as expressly permitted in Section 10.1this Agreement, a Member shall not take any voluntary action under the Act to cause the Company to dissolvethat directly causes a Dissolution Event. The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 10.1. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Economic Distributional Interests. Accordingly, except where the Board Manager has failed to liquidate the Company as required by this Article 10, each Member hereby waives and renounces its his or her right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (a) it is not reasonably practicable to carry on the business of the Company in conformity with the Certificate Article or this Agreement, or (b) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member. Damages for breach of this Section 10.8 shall be in monetary damages only (and not specific performance), ) and the damages may be offset against Distributions distributions by the Company to which such Member would otherwise be entitled.

Appears in 1 contract

Sources: Operating Agreement (Grill Concepts Inc)

No Action for Dissolution. Except as expressly permitted in Section 10.1this Agreement, a Member shall not take any voluntary action under that directly causes the Act to cause dissolution of the Company to dissolveCompany. The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 10.112.1. This Agreement has been drawn carefully to provide fair treatment of to all parties and equitable payment in liquidation of the Economic InterestsUnits. Accordingly, except where the Board has Members have failed to liquidate the Company as required by this Article 10XII, each Member hereby waives and renounces its such Member’s right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (a) it is not reasonably practicable to carry on the business of the Company in conformity with the Certificate Articles or this Agreement, or (b) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member. Damages for breach of this Section 12.6 shall be monetary damages only (and not specific performance), and the damages may be offset against Distributions distributions by the Company to which such Member would otherwise be entitled.

Appears in 1 contract

Sources: Operating Agreement

No Action for Dissolution. Except as expressly permitted in Section 10.1this Agreement, a Member shall not take any voluntary action under the Act to cause the Company to dissolvethat directly causes a Dissolution Event. The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 10.1. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Economic Interests. Accordingly, except where the Board has Manager have failed to liquidate the Company as required by this Article 10X, each Member hereby waives and renounces its his right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (a) it is not reasonably practicable to carry on the business of the Company in conformity with the Certificate Articles or this Agreement, or (b) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member. Damages for breach of this Section 10.9 shall be monetary damages only (and not specific performance), and the damages may be offset against Distributions distributions by the Company to which such Member would otherwise be entitled.

Appears in 1 contract

Sources: Operating Agreement (Global Resource CORP)

No Action for Dissolution. Except as expressly permitted in Section 10.1this Agreement, a Member shall not take any voluntary action under the Act to cause the Company to dissolvethat directly causes a Dissolution Event. The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 10.1. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Economic Interests. Accordingly, except where the Board has Manager have failed to liquidate the Company as required by this Article 10X, each Member hereby waives and renounces its his or her right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (a) it is not reasonably practicable to carry on the business of the Company in conformity with the Certificate Article or this Agreement, or (b) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member. Damages for breach of this Section 10.7 shall be in monetary damages only (and not specific performance), ) and the damages may be offset against Distributions distributions by the Company to which such Member would otherwise be entitled.

Appears in 1 contract

Sources: Operating Agreement (Saint Andrews Golf Corp)