No Action for Dissolution. The Members acknowledge that irreparable damage would be done to the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 12.1. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Interests of all Members. Accordingly, except where the Company has not been liquidated as required by Section 12.1 and except as specifically provided in Section 18-802 of the Act, each Member hereby waives and renounces its right to initiate legal action to seek dissolution or to seek the appointment of a receiver or trustee to liquidate the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (510152 N B LTD), Limited Liability Company Agreement (Jumpking Inc)
No Action for Dissolution. 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 12.1Company. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Interests interests of all Members. Accordingly, except where the Company has not been liquidated as required by Section 12.1 and except as specifically provided in Section 18-802 of the Act, each Member hereby waives and renounces its right to initiate legal action to seek dissolution or to seek the appointment of a receiver or trustee to liquidate the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Nord Anglia Education, Inc.), Transaction Agreement (Nord Anglia Education, Inc.)
No Action for Dissolution. 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 12.111.2. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Interests of all Members. Accordingly, except where To the Company has not been liquidated as required fullest extent permitted by Section 12.1 and except as specifically provided in Section 18-802 of the Actlaw, each Member hereby waives and renounces its right to initiate legal action to seek dissolution or to seek the appointment of a receiver or trustee to liquidate the Company.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Wayfair Inc.), Limited Liability Company Operating Agreement (Wayfair Inc.)
No Action for Dissolution. The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any either Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 12.111.1. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Membership Interests of all both Members. Accordingly, except where the Company has not been liquidated as liquidation and dissolution are required by Section 12.1 and except as specifically provided in Section 18-802 of the Act11.1, each Member hereby waives and renounces its right to initiate legal action to seek dissolution or to seek the appointment of a receiver or trustee to liquidate the Company.
Appears in 2 contracts
Samples: Operating Agreement (Insight Communications Co Inc), Operating Agreement (Insight Communications Co Inc)
No Action for Dissolution. 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 12.1Company. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Interests of all Members. Accordingly, except where the Managers have failed to liquidate the Company has not been liquidated as required by Section 12.1 14(a) and except as specifically provided in Section 18-802 of the Act14(b), each Member hereby waives and renounces its right to initiate legal action to seek dissolution or to seek the appointment of a receiver or trustee to liquidate the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Enterprise Diversified, Inc.)
No Action for Dissolution. 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 12.110.1. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Membership Interests of all both Members. Accordingly, except where the Company has not been liquidated as liquidation and dissolution are required by Section 12.1 and except as specifically provided in Section 18-802 of the Act10.1, each Member hereby waives and renounces its right to initiate legal action to seek dissolution or to seek the appointment of a receiver or trustee to liquidate the Company or to seek partition of any assets of the Company.
Appears in 1 contract
Samples: Operating Agreement (Insight Communications Co Inc)
No Action for Dissolution. 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 12.111.2. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Interests of all Members. Accordingly, except where the Manager has failed to liquidate the Company has not been liquidated as required by Section 12.1 11.2 and except as specifically provided in Section 18-802 44 of the Act, each Member hereby waives and renounces its right to initiate legal action to seek dissolution or to seek the appointment of a receiver or trustee to liquidate the Company.
Appears in 1 contract
Samples: New England Electric System