Limitation on Certain Activities. Notwithstanding any other provisions of this Agreement, the Company, and the Sole Member or Management Committee on behalf of the Company, shall not:
(a) engage in any business or activity other than as set forth in Article II hereof;
(b) without the affirmative vote of the Sole Member and the affirmative vote of all of the Directors, including each Independent Director, initiate any Event of Bankruptcy with respect to the Company or take any company action in furtherance of any such Event of Bankruptcy; provided, however, that the Directors may not vote on, or authorize the taking of, any Event of Bankruptcy, unless there are at least two Independent Directors then serving in such capacity;
(c) without the affirmative vote of all Directors, including each Independent Director and then only to the extent permitted by the Basic Documents, convert, merge or consolidate with any other Person or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other Person;
(d) form, cause to be formed, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other), other than the Trust;
(e) incur any indebtedness (other than the indebtedness incurred under the Basic Documents), assume or guarantee any indebtedness of any other Person or pledge its assets for the benefit of any other Person (other than a pledge of assets contemplated by the Basic Documents);
(f) issue any bonds other than the Bonds contemplated by the Basic Documents;
(g) take any action, file any tax return, or make any election inconsistent with the treatment of the Company, for purposes of federal income taxes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, as a disregarded entity that is not separate from the Sole Member; or
(h) to the fullest extent permitted by law, without the affirmative vote of the Sole Member and the affirmative vote of all Directors, including each Independent Director, execute any dissolution, liquidation, or winding up of the Company. So long as any of the Bonds are Outstanding, the Company and the Sole Member shall give written notice to each applicable Rating Agency of any action described in clauses (b), (c) or (h) of this Section 2.7 which is taken by or on behalf of the Company with the required affirmative vote of the Sole Member and all Directors as therein described.
Limitation on Certain Activities. Notwithstanding any other provisions of this Agreement, the Company, and the Member or Managers on behalf of the Company, shall not:
(a) engage in any business or activity other than as set forth in Article I hereof;
(b) without the affirmative vote of the Member and the affirmative vote of all of the Managers, including each Independent Manager, file a voluntary petition for relief under the Bankruptcy Code or similar law, consent to the institution of insolvency or bankruptcy proceedings against the Company or otherwise institute insolvency or bankruptcy proceedings with respect to the Company or take any company action in furtherance of any such filing or institution of a proceeding;
(c) without the affirmative vote of all Managers, including each Independent Manager, and then only to the extent permitted by the Basic Documents, convert, merge or consolidate with any other Person or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other Person;
(d) take any action, file any tax return, or make any election inconsistent with the treatment of the Company, for purposes of federal income taxes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, as a disregarded entity that is not separate from the Member;
(e) incur any indebtedness or assume or guarantee any indebtedness of any Person (other than the indebtedness incurred under the Basic Documents);
(f) issue any bonds other than the Securitization Bonds contemplated by the Basic Documents; or
(g) to the fullest extent permitted by law, without the affirmative vote of its Member and the affirmative vote of all Managers, including each Independent Manager, execute any dissolution, liquidation, or winding up of the Company. So long as any of the Securitization Bonds are outstanding, the Company and the Member shall give written notice to each applicable Rating Agency of any action described in clause (b), (c) or (g) of this Section 1.08 which is taken by or on behalf of the Company with the required affirmative vote of the Member and all Managers as therein described.
Limitation on Certain Activities. Notwithstanding any other provisions of this Agreement, the Company, and the Sole Member or Management Committee on behalf of the Company, shall not:
(a) engage in any business or activity other than as set forth in Article 2 hereof;
(b) without the affirmative vote of the Sole Member and the affirmative vote of all of the Directors, including the Independent Directors, initiate any Event of Bankruptcy with respect to the Company or take any company action in furtherance of any such Event of Bankruptcy;
(c) merge or consolidate with any other corporation, company, or entity or, except to the extent permitted by each Sale Agreement, sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other corporation, company or entity;
(d) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other);
(e) incur any indebtedness (other than the indebtedness incurred under the Bonds and the Basic Documents), assume or guarantee any indebtedness of any other Person or pledge its assets for the benefit of any other Person (other than the pledge of assets contemplated by the Basic Documents); provided, however, that the Company may issue one or more separate series of Bonds in connection with the acquisition from the Sole Member, as seller, of additional RRB property, separate from the RRB property acquired with the proceeds of any other series of Bonds, provided that the Rating Agency Condition (as defined in the Indenture) shall have been satisfied; or
(f) to the fullest extent permitted by law, without the affirmative vote of the Sole Member and the affirmative vote of all Directors, including the Independent Directors, execute any dissolution, liquidation, or winding up of the Company.
Limitation on Certain Activities. Notwithstanding any other provisions of this LLC Agreement and any provision of law that otherwise so empowers the Company, the Member or any Manager or any other Person, the Company, and the Member or Managers or any other Person on behalf of the Company, shall not:
(a) engage in any business or activity other than as set forth in Article I hereof;
(b) without the prior unanimous affirmative vote or written consent of the Member and all of the Managers, including each Independent Manager, file a voluntary bankruptcy petition for relief with respect to the Company under the Bankruptcy Code or any other state, local, federal, foreign or other law relating to bankruptcy, consent to the institution of insolvency or bankruptcy proceedings against the Company or otherwise institute insolvency or bankruptcy proceedings with respect to the Company or take any limited liability company action in furtherance of any such filing or institution of a proceeding; provided however, that neither the Member nor any Manager may authorize the taking of any of the foregoing actions unless there is at least one Independent Manager then serving in such capacity;
(c) without the prior unanimous affirmative vote or written consent of all Managers, including each Independent Manager, and then only to the extent permitted by the Basic Documents, convert, merge or consolidate with any other Person or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other Person;
(d) take any action, file any tax return, or make any election inconsistent with the treatment of the Company, for purposes of federal income taxes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, as a disregarded entity that is not separate from the Member;
(e) incur any indebtedness or assume or guarantee any indebtedness of any Person (other than the indebtedness incurred under the Basic Documents);
(f) issue any bonds other than the Securitized Utility Tariff Bonds; or
(g) to the fullest extent permitted by law, without the prior unanimous affirmative vote or written consent of its Member and all Managers, including the Independent Manager, execute any dissolution, division, liquidation, or winding up of the Company. So long as any of the Securitized Utility Tariff Bonds are Outstanding, the Company and the Member shall give written notice to each applicable Rating Agency o...
Limitation on Certain Activities. (a) Until the Loan is paid in full, the Company shall remain a Single Purpose Entity.
Limitation on Certain Activities. Except with the prior written consent of the Board, which shall not unreasonably be withheld, while employed by the Company, Executive will not undertake or engage in any other employment, occupation or business enterprise, other than those in which Executive is a passive investor. In no event shall Executive undertake any such activities that would detract from his ability to devote substantially full-time effort as an employee of the Company, consistent with his title and responsibilities. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of his duties hereunder.
Limitation on Certain Activities. 12 Section 2.08. NO STATE LAW PARTNERSHIP........................12 Section 2.09. ADDRESS OF THE SOLE MEMBER......................13 ARTICLE III. TERM...................................................................13 Section 3.01. COMMENCEMENT....................................13 Section 3.02. CONTINUATION....................................13 ARTICLE IV.
Limitation on Certain Activities. (a) So long as any obligation evidenced or secured by any of the Loan Documents remains outstanding and not discharged in full, neither the Trust, the Trustees nor any other Person on behalf of the Trust shall have any authority to do any of the following without Xxxxxx’s prior written consent:
(i) borrow money or incur indebtedness other than normal trade accounts payable and lease obligations in the normal course of business (subject to any limitations that may be contained in the Loan Documents) or grant consensual liens on the Trust’s property other than in connection with the Loan;
(ii) to the fullest extent permitted by law, dissolve, wind up or liquidate except as provided in Section 9.02 and 9.03 of this Trust Agreement;
(iii) sell or lease, or otherwise dispose of, either the Real Estate or all or substantially all of its assets;
(iv) to the fullest extent permitted by law, file, commence, seek or prosecute an action for partition or forced sale of all or any portion of its assets;
(v) to the fullest extent permitted by law, take any action that might cause the Trust to become insolvent, or file a voluntary petition or otherwise initiate proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief of the Trust as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Trust; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Trust or of all or any substantial part of the properties and assets of the Trust, or make any general assignment for the benefit of creditors of the Trust, or admit in writing the inability of the Trust to pay its debts generally as they become due or declare or effect a moratorium on the Trust debt or take any action in furtherance of any such action;
(vi) except as provided in Section 9.02 or 9.03, merge, combine or consolidate with any other entity; or
(vii) to the extent prohibited by the Loan Documents, issue or distribute (in termination of the Trust or otherwise) tenancy in common interests or other partial interests in the Real Estate to any Person.
(b) So long as any obligation evidenced or secured by any of the Loan Documents remains outstanding and not discharged in full, the Trustees sh...
Limitation on Certain Activities. Notwithstanding any other provisions of this Agreement, the Company, and the Sole Member or Management Committee on behalf of the Company, shall not:
(a) engage in any business or activity other than as set forth in Article 2 hereof;
(b) without the affirmative vote of the Sole Member and the affirmative vote of all of the Directors, including the Independent Directors, initiate any event of Bankruptcy with respect to the Company or take any company action in furtherance of any such event of Bankruptcy;
(c) merge or consolidate with any other corporation, company, or entity or, except to the extent permitted by the Basic Documents, sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any entity;
(d) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other);
(e) incur any indebtedness (other than the indebtedness, if any, incurred under the Basic Documents), assume or guarantee any indebtedness of any other Person or pledge its assets for the benefit of any other Person; or
(f) to the fullest extent permitted by law, without the affirmative vote of the Sole Member and the affirmative vote of all Directors, including the Independent Directors, execute any dissolution, liquidation, or winding up of the Company.
Limitation on Certain Activities. (a) Notwithstanding any provisions of this Agreement and any provision of law that otherwise so empowers the Co-Owners, until the Loans shall have been paid in full, (x) neither Co-Owner shall (i) perform any act in contravention of or constituting an event of default under the Financing Documents, or (ii) make any loan or advance to any Person if such loan is not permitted by the Financing Documents, and (y) the Co-Owners shall not (i) own any assets other than their respective Interests in the Property and cash (or cash equivalents), or (ii) obtain any financing secured by or encumbering the Property other than the Loans evidenced by the Financing Documents.
(b) With respect to any Co-Owner that is an entity, such Co-Owner shall at all times maintain the following procedures to avoid or minimize any risk of substantive consolidation of such Co-Owner with the bankruptcy or reorganization of any other Person: (1) maintain bank accounts separate from those of any other Person; (ii) conduct activities with Affiliates on an arm’s length basis; (iii) observe statutory formalities with respect to the administration of such entity and in the conduct of the activities of such Co-Owner; (iv) hold the Co-Owner out to the public as a legal entity, separate and distinct from any of the Co-Owner’s Affiliates; and (v) observe all special purpose entity provisions in the organizational documents or agreements that governs such Co-Owner.
