Common use of Waiver of Right to Partition and Decree of Dissolution Clause in Contracts

Waiver of Right to Partition and Decree of Dissolution. As a material inducement to each Member to execute this Agreement, each Member covenants and represents to each other Member that during the existence of the Company, no Member, nor his/her/its heirs, representatives, successors, transferees or assigns, will attempt to make any partition of any Company assets whether now owned or hereafter acquired, and each Member waives all rights of partition provided by statute or principles of law or equity, including partition in kind or partition by sale. The Members agree that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in a court to dissolve the Company. The Members agree that there are fair and just provisions for payment and liquidation of the interest of any Member, and fair and just provisions to prevent a Member from selling or otherwise alienating his/her/its interest in the Company. Accordingly, each Member hereby waives and renounces his/her/its right to such a court decree of dissolution or to seek the appointment by court of a liquidator or receiver for the Company.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (CBL/Regency I, LLC), Operating Agreement (CBL/Regency I, LLC), Limited Liability Company Agreement (CBL/Regency I, LLC)

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Waiver of Right to Partition and Decree of Dissolution. As a material inducement to each Member to execute this Agreement, each Member covenants and represents to each other Member that that, during the existence of the Company, no Member, nor his/her/its such Member’s heirs, representatives, successors, transferees or assigns, will attempt to make any partition of any Company assets whether now owned or hereafter acquired, and each Member waives all rights of partition provided by statute or principles of law or equity, including partition in kind or partition by sale. The Members agree that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in a court to dissolve the Company. The Members agree that there are fair and just provisions for payment and liquidation of the interest of any Member, and fair and just provisions to prevent a Member from selling or otherwise alienating his/her/its such Member’s interest in the Company. Accordingly, each Member hereby waives and renounces his/her/its such Member’s right to such a court decree of dissolution or to seek the appointment by court of a liquidator or receiver for the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (IMH Financial Corp), Limited Liability Company Agreement (IMH Financial Corp)

Waiver of Right to Partition and Decree of Dissolution. As a material inducement indueemenl to each Member to execute this Agreement, each Member covenants and represents to each other Member that during the existence of the Company, no Member, nor his/her/its heirs, representatives, successors, transferees or assigns, will attempt to make any partition of any Company assets whether now owned or hereafter acquired, and each Member waives all rights of partition provided by statute or principles of law or equity, including partition in kind or partition by sale. The , the Members agree that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in a court to dissolve the Company. The , the Members agree that there are fair and just provisions for payment and liquidation of the interest of any Member, and fair and just provisions to prevent a Member from selling or otherwise alienating his/her/its interest in the Company. Accordingly, Accordingly each Member hereby waives and renounces his/her/its right to such a court decree of dissolution or to seek the appointment by court of a liquidator or receiver for the Company.

Appears in 1 contract

Samples: Operating Agreement (CBL & Associates Limited Partnership)

Waiver of Right to Partition and Decree of Dissolution. As a material inducement to each Member to execute this Agreement, each Member covenants and represents to each other Member that that, during the term of existence of the Company, no Member, nor his/her/its his heirs, representatives, successors, transferees transferee or assigns, will attempt to make any partition of any Company assets whether now owned or hereafter acquired, and each Member waives all rights of partition provided by statute or principles of law or equity, including partition in kind or partition by sale. The Members agree that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in a court to dissolve the Company. The Members also agree that there are fair and just provisions for payment and liquidation of the interest of any Member, and fair and just provisions to prevent a Member from selling or otherwise alienating his/her/its his interest in the Company. Accordingly, each Member hereby waives and renounces his/her/its his right to seek such a court decree of dissolution or to seek the appointment by court of a liquidator or receiver for the Company.

Appears in 1 contract

Samples: Purchase Agreement (Be Aerospace Inc)

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Waiver of Right to Partition and Decree of Dissolution. As a material inducement to each Member to execute this Agreement, each Member covenants and represents rep- resents to each other Member that that, during the existence of the Company, no Member, nor his/her/its such Member’s heirs, representatives, successors, transferees or assigns, will attempt to make any partition of any Company assets whether now owned or hereafter acquired, and each Member waives all rights of partition provided by statute or principles of law or equityeq- uity, including partition in kind or partition by sale. The Members agree that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in a court to dissolve the Company. The Members agree that there are fair and just provisions for payment and liquidation of the interest of any Member, and fair and just provisions to prevent a Member from selling or otherwise alienating his/her/its such Member’s interest in the Company. Accordingly, each Member hereby waives and renounces his/her/its such Member’s right to such a court decree of dissolution or to seek the appointment ap- pointment by court of a liquidator or receiver for the Company.

Appears in 1 contract

Samples: Subscription Agreement

Waiver of Right to Partition and Decree of Dissolution. As a material inducement to each Member to execute this Agreement, each Member covenants and represents to each other Member that that, during the existence of the Company, no Member, nor his/her/its such Member’s heirs, representatives, successors, transferees or assigns, will attempt to make any partition of any Company assets whether now owned or hereafter acquired, and each Member waives all rights of partition provided by statute or principles of law or equity, including partition in kind or partition by sale. The Members agree that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in a court to dissolve the Company. The Members agree that there are fair and just provisions for payment and liquidation of the interest of any Member, and fair and just provisions to prevent a Member from selling or otherwise alienating his/her/its such Member’s interest in the Company. Accordingly, each Member hereby waives and renounces his/her/its such Member’s right to such a court decree of dissolution or to seek the appointment by court of a liquidator or receiver for the Company.. ARTICLE X

Appears in 1 contract

Samples: Limited Liability Company Agreement (IMH Financial Corp)

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