Common use of Limitations on Powers Clause in Contracts

Limitations on Powers. Notwithstanding any other provision of this Agreement and any provision of law, the Company shall not do any of the following: (a) engage in any business or activity other than as set forth in this Agreement; (b) without the unanimous affirmative vote of the Members, (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent for reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a substantial part of its property, (v) make any assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due; (vii) institute or join in any institution of any bankruptcy, insolvency, liquidation, reorganization or arrangement proceedings or other proceedings under any federal or state law, against any entity in which the Company holds an ownership interest; or (viii) take any limited liability company action in furtherance of the actions set forth in clauses (i) through (vii) above; (c) without the unanimous affirmative vote of the Members, take or cause to be taken any of the actions referred to in clauses (i) through (vii) of subparagraph (b) above with respect to any entity of which the Company is a partner or member. (d) without the unanimous affirmative vote of the Members, merge or consolidate with any other corporation, company or entity 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 corporation, company or entity.

Limitations on Powers. Notwithstanding any other provision of this Agreement and any provision of law, the Company shall not do any of the following: (a) engage in any business or activity other than as set forth in this Agreement; (b) without the unanimous affirmative vote of the Members, (i) merge or consolidate with or into any other Person, (ii) act other than in the Company's own name, (iii) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (iiiv) consent to the institution of bankruptcy or insolvency proceedings against it, (iiiv) file a petition seeking or consent for reorganization or relief under any applicable federal or state law relating to bankruptcy, (ivvi) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or all or a substantial part of its property, (vvii) make any assignment for the benefit of creditors, (viviii) admit in writing its inability to pay its debts generally as they become due; (viiix) institute or join in any institution of of, any bankruptcy, insolvency, liquidation, reorganization or arrangement proceedings or other proceedings under any federal or state bankruptcy or similar law, against any entity in which the Company holds an ownership interest; or (viiix) take any limited liability company action in furtherance of the actions set forth in clauses (i) through (viiix) above; (c) without the unanimous affirmative vote of the Members, take or cause to be taken any of the actions referred to in clauses (i) through (vii) of subparagraph (b) above with respect to any entity of which the Company is a partner or member.member or any entity of which such partner or member is, in turn, a partner or member (each such entity being referred to as a "Downstream Entity"); (d) without the unanimous affirmative vote of the Members, merge or consolidate with any other corporation, company or entity 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 corporation, company or entity; or (e) without the unanimous affirmative vote of the Members, (i) amend, modify or terminate or cause to be amended, modified or terminated, the organizational documents of any Downstream Entity, (ii) cause any Downstream Entity to hold property other than in such entity's own name, (iii) take any action or cause to be taken any action with respect to the dissolution or winding up of any Downstream Entity, except as permitted in such Downstream Entity's organizational documents, or elect not to continue such Downstream Entity's business; or (f) take or cause to be taken any action not otherwise permitted under the organizational documents of any Downstream Entity.

Limitations on Powers. Notwithstanding any other provision of this Agreement and any provision of law, the Company shall not do any of the following: (a) engage in any business or activity other than as set forth in or contemplated by this Agreement; (b) without the unanimous affirmative vote of the Members, and subject to the provisions of Section 6.01, (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent for consenting to reorganization or relief under any applicable federal or state law relating to 5 11 bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a substantial part of its property, (v) make any a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due; , (vii) institute or join in any institution of any bankruptcy, insolvency, liquidation, reorganization or arrangement proceedings or other similar proceedings under any federal or state law, against any entity in which the Company holds an ownership interest; or (viii) take any limited liability company action in furtherance of the actions set forth in clauses (i) through (vii) above; (c) without the unanimous affirmative vote of the Members, take or cause to be taken any of the actions referred to in clauses (i) through (vii) of subparagraph (bSection 3.03(b) above with respect to any entity of which the Company is a partner or member.; (d) without the unanimous affirmative vote of the Members, merge or consolidate with any other corporation, company or entity 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 corporation, company or entity; or (e) cause any entity of which the Company is a partner or member to take any action which is inconsistent with such entity's organizational documents.

Limitations on Powers. Notwithstanding any other provision of this Agreement and any provision of law, the Company shall not do any of the following: (a) engage in any business or activity other than as set forth in or contemplated by this Agreement; (b) without the unanimous affirmative vote of the Members, and subject to the provisions of Section 6.01, (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent for consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a substantial part of its property, (v) make any a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due; , (vii) institute or join in any institution of any bankruptcy, insolvency, liquidation, reorganization or arrangement proceedings or other similar proceedings under any federal or state law, against any entity in which the Company holds an ownership interest; or (viii) take any limited liability company action in furtherance of the actions set forth in clauses (i) through (vii) above; (c) without the unanimous affirmative vote of the Members, take or cause to be taken any of the actions referred to in clauses (i) through (vii) of subparagraph (bSection 3.03(b) above with respect to any entity of which the Company is a partner or member.; (d) without the unanimous affirmative vote of the Members, merge or consolidate with any other corporation, company or entity 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 corporation, company or entity; or (e) cause any entity of which the Company is a partner or member to take any action which is inconsistent with such entity's organizational documents.

Limitations on Powers. Notwithstanding any other provision of this Agreement and any provision of law, the Company shall not do any of the following: (a) engage in any business or activity other than as set forth in this Agreement; (b) without the unanimous affirmative vote of the Members, (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent for reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company with respect to itself or a substantial part of its property, (v) make any a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due; (vii) institute or join in any institution of any bankruptcy, insolvency, liquidation, reorganization or arrangement proceedings or other similar proceedings under any federal or state law, against any entity in which the Company holds an ownership interest; or (viii) take any limited liability company action in furtherance of the actions set forth in clauses (i) through (vii) above; (c) without the unanimous affirmative vote of the Members, take merge or cause to be taken consolidate with any other corporation, company or entity or sell all or substantially all of its assets or acquire all or substantially all of the actions referred to in clauses (i) through (vii) assets or capital stock or other ownership interest of subparagraph (b) above with respect to any entity of which the Company is a partner other corporation, company or member.entity; (d) without the unanimous affirmative vote of the Members, merge or consolidate with any other corporation, company or entity 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 corporation, company or entity; or (e) cause any entity of which the Company is a partner or member to take any action which is inconsistent with such entity's organizational documents.

Limitations on Powers. Notwithstanding any other provision of this Agreement and any provision of law, the Company shall not do any of the following: (a) engage in any business or activity other than as set forth in this Agreement; (b) without the unanimous affirmative vote of the Members, (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent for reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a substantial part of its property, (v) make any assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due; (vii) institute or join in any institution of of, any bankruptcy, insolvency, liquidation, reorganization or arrangement proceedings or other proceedings under any federal or state bankruptcy or similar law, against any entity in which the Company holds an ownership interest; or (viii) take any limited liability company action in furtherance of the actions set forth in clauses (i) through (vii) above; (c) without the unanimous affirmative vote of the Members, take or cause to be taken any of the actions referred to in clauses (i) through (vii) of subparagraph (b) above with respect to any entity of which the Company is a partner or member.; or (d) without the unanimous affirmative vote of the Members, merge or consolidate with any other corporation, company or entity 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 corporation, company or entity.