Common use of No Action for Dissolution Clause in Contracts

No Action for Dissolution. Except as expressly permitted in this Agreement, a Member will not take any voluntary action that 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 Members have failed to liquidate the Company as required by this Article 10, each Member by this Agreement 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 10.9 will 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 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Provision Holding, Inc.)

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No Action for Dissolution. Except as expressly permitted in this Agreement, a Member will shall not take any voluntary action that 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 Members Managers have failed to liquidate the Company as required by this Article 10X, each Member by this Agreement 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 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 will 10.10 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 2 contracts

Samples: Operating Agreement, Operating Agreement

No Action for Dissolution. Except as expressly permitted in this Agreement, a Member will shall not take any voluntary action that 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 Members Managers have failed to liquidate the Company as required by this Article 10X, each Member by this Agreement 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 will 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 2 contracts

Samples: Operating Agreement (Atwood Minerals & Mining CORP.), Operating Agreement (Atwood Minerals & Mining CORP.)

No Action for Dissolution. Except as expressly permitted in this Agreement, a Member will shall not take any voluntary action that directly causes a Dissolution Event. The Members acknowledge that irreparable damage would be done to the LLC’s goodwill and reputation of the Company if any Member should bring brings an action in court to dissolve the Company it under circumstances where dissolution is not required by Section 10.111.1 above. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Economic Membership Interests. Accordingly, except where the Members have Manager has failed to liquidate the Company LLC as required by this Article 1011, each Member by this Agreement 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 LLC or to seek a decree of judicial dissolution of the Company LLC on the ground that (a) it is not reasonably practicable to carry on the its 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 will 11.9 shall be monetary damages only (and not specific performance), and the damages may be offset against distributions by the Company LLC to which such Member would otherwise be entitled.

Appears in 2 contracts

Samples: Operating Agreement (Molecular Imaging Corp), Operating Agreement (Molecular Imaging Corp)

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No Action for Dissolution. Except as expressly permitted in this AgreementSection 10.1, a Member will shall not take any voluntary action that directly causes a Dissolution Eventunder 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 Members have Board has failed to liquidate the Company as required by this Article 10, each Member by this Agreement 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 10.9 will 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

Samples: Operating Agreement (Growblox Sciences, Inc.)

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