Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated: (a) The written agreement of the Board or all Members; (b) The Transfer of all or substantially all of the Company Assets and the receipt of all consideration therefor, except that if non-monetary consideration is received upon such disposition the Company shall not be dissolved pursuant to this clause until such consideration is converted into money or money equivalent; (c) Judicial dissolution; or (d) At any time that there are no Members, unless the business of the Company is continued in accordance with the Act. To the fullest extent permitted by law, any dissolution of the Company other than as provided in this Section 8.2 shall be a dissolution in contravention of this Agreement.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (American Healthcare REIT, Inc.), Limited Liability Company Agreement (Griffin-American Healthcare REIT III, Inc.)
Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated:
(a) The Subject to compliance with Section 5.2.1 hereof, the written agreement consent of the Board or all MembersManaging Member;
(b) The Transfer of all or substantially all of the Company Assets and the receipt of all consideration therefor, except that if non-monetary consideration is received upon such disposition the Company shall not be dissolved pursuant to this clause until such consideration is converted into money United States dollars or a money equivalent;
(c) Judicial dissolution; or
(d) At any time that there are no Members, unless the business of the Company is continued in accordance with the Act. To the fullest extent permitted by law, any dissolution of the Company other than as provided in this Section 8.2 7.2 shall be a dissolution in contravention of this Agreement.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Sentio Healthcare Properties Inc), Limited Liability Company Agreement (Sentio Healthcare Properties Inc)