Common use of Waiver of Partition and Covenant Not to Withdraw Clause in Contracts

Waiver of Partition and Covenant Not to Withdraw. Each Partner hereby covenants and agrees that, except as contemplated by Section 9.1, the Partners have entered into this Agreement based on their mutual expectation that all Partners will continue as Partners and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, each Partner hereby covenants and agrees not to (a) take any action to require partition or to compel any sale with respect to its Venture Interest, (b) take any action to file a certificate of dissolution or its equivalent with respect to itself, (c) take any action that would cause a bankruptcy of such Partner, (d) withdraw or attempt to withdraw from the Venture except as provided in ARTICLE IX, (e) exercise any power under the Partnership Law to dissolve the Venture, (f) Transfer all or any portion of its Interest in the Venture (other than as permitted hereunder), (g) petition for judicial dissolution of the Venture, or (h) demand a return of such Partner’s contributions or profits (or a bond or other security for the return of such contributions or profits) without the unanimous consent of the Partners.

Appears in 2 contracts

Samples: Joint Venture Agreement (NGA Holdco, LLC), Investment Agreement (Shreveport Capital Corp)

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Waiver of Partition and Covenant Not to Withdraw. Each Partner hereby ------------------------------------------------ covenants and agrees that, except as contemplated by Section 9.1, that the Partners have entered into this Agreement based on their mutual expectation that all both Partners will continue as Partners and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, each Partner hereby covenants and agrees not to (a) take any action to require partition or to compel any sale with respect to its Joint Venture Interestinterest, (b) take any action to file a certificate of dissolution or its equivalent with respect to itself, (c) take any action that would cause a bankruptcy of such Partner, (d) withdraw or attempt to withdraw from the Venture except as provided in ARTICLE IXJoint Venture, (e) exercise any power under the Partnership Law Act to dissolve the Joint Venture, (f) Transfer transfer all or any portion of its Interest interest in the Joint Venture (other than as permitted hereunder), (g) petition for judicial dissolution of the Joint Venture, or (h) demand a return of such Partner’s 's contributions or profits (or a bond or other security for the return of such contributions or profits) without the unanimous consent of the Partners.

Appears in 1 contract

Samples: Agreement (Silver Legacy Capital Corp)

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Waiver of Partition and Covenant Not to Withdraw. Each Partner hereby covenants and agrees that, except as contemplated by Section 9.1, that the Partners have entered into this Agreement based on their mutual expectation that all both Partners will continue as Partners and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, each Partner hereby covenants and agrees not to (a) take any action to require partition or to compel any sale with respect to its Joint Venture Interestinterest, (b) take any action to file a certificate of dissolution or its equivalent with respect to itself, (c) take any action that would cause a bankruptcy Bankruptcy of such Partner, (d) withdraw or attempt to withdraw from the Venture except as provided in ARTICLE IXJoint Venture, (e) exercise any power under the Partnership Law Act to dissolve the Joint Venture, (f) Transfer transfer all or any portion of its Interest interest in the Joint Venture (other than as permitted hereunder), (g) petition for judicial dissolution of the Joint Venture, or (h) demand a return of such Partner’s 's contributions or profits (or a bond or other security for the return of such contributions or profits) without the unanimous consent of the Partners.

Appears in 1 contract

Samples: And Eldorado Joint Venture (Eldorado Resorts LLC)

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