Common use of Limitations on Activities Clause in Contracts

Limitations on Activities. Notwithstanding any other provision of this Agreement and any provision of law which otherwise so empowers the Company, the Company shall not, and no Member shall have any right, power or authority to cause the Company, without the unanimous affirmative vote of the Member's board of directors, to perform any act in contravention of any of the following: (a) The Company shall not (i) consolidate or merge with or into any other entity or person or dissolve or liquidate in whole or in part or transfer its properties and assets substantially as an entirety to any entity or (ii) engage in any other action that bears on whether the separate legal identity of the Company and the Member will be respected, including, without limitation (A) holding itself out as being liable for the debts of any other party; (B) forming, or causing to be formed, any subsidiaries or (C) acting other than in its name and through its duly authorized officers or agents; (b) The Company shall not engage in any joint activity or transaction of any kind with or for the benefit of any Related Company, including loans to or from any Related Company and any guarantee of the indebtedness of any Related Company, except for (i) entering into the agreements referenced in or contemplated by Article III, (ii) purchasing management services and leasing office space or equipment, in each case only to the extent necessary for the conduct of the Company's business, and (iii) payment of capital distributions to the Member; (c) The Company shall not create, incur, assume, guarantee or in any manner become liable in respect of any indebtedness, except as stated in Article III, other than trade payables and expense accruals incurred in the ordinary course of business and which are incident to the business purpose of the Company as stated in Article III above; (d) The Company shall not commingle its funds and assets with those of any Related Company; (e) Neither the Member nor the Company shall file or otherwise initiate on behalf of the Company (i) a voluntary petition for relief under any Chapter of the Bankruptcy Code, (ii) a receivership, conservatorship or custodianship, (iii) an assignment for the benefit of creditors or (iv) any other bankruptcy or insolvency related proceeding; (f) The Company shall not dissolve or wind up its affairs upon the dissociation, dissolution or Event of Bankruptcy of any of its Members; (g) The Company shall not dissolve even if it has no remaining Members if a personal representative of the last Member agrees in writing to continue the Company and to act as the Member hereunder until such time as another Member is effectively appointed hereunder or, in the event that no such personal representative shall agree, the Company shall make reasonable commercial efforts to cause the Trustee to act as interim Member until a replacement Member is effectively appointed; and (h) In the event that the Member undergoes an Event of Bankruptcy, the Member shall not reject the Agreement.

Limitations on Activities. Notwithstanding any other provision of this Agreement and any provision of law which otherwise so empowers the Company, the Company shall not, and no Member shall have any right, power or authority to cause the Company, without the unanimous affirmative vote of the Member's board of directors, to perform any act in contravention of any of the following: (a) The Company shall not (i) consolidate or merge with or into any other entity or person or dissolve or liquidate in whole or in part or transfer its properties and assets substantially as an entirety to any entity or (ii) engage in any other action that bears on whether the separate legal identity of the Company and the Member will be respected, including, without limitation (A) holding itself out as being liable for the debts of any other party; (B) forming, or causing to be formed, any subsidiaries or (C) acting other than in its name and through its duly authorized officers or agents; (b) The Company shall not engage in any joint activity or transaction of any kind with or for the benefit of any Related Company, including loans to or from any Related Company and any guarantee of the indebtedness of any Related Company, except for (i) entering into the agreements referenced in or contemplated by Article III, (ii) purchasing management services and leasing office space or equipment, in each case only to the extent necessary for the conduct of the Company's business, and (iii) payment of capital distributions to the Member; (c) The Company shall not create, incur, assume, guarantee or in any manner become liable in respect of any indebtedness, except as stated in Article III, other than trade payables and expense accruals incurred in the ordinary course of business and which are incident to the business purpose of the Company as stated in Article III above; (d) The Company shall not commingle its funds and assets with those of any Related Company; (e) Neither the Member nor the Company shall file or otherwise initiate on behalf of the Company (i) a voluntary petition for relief under any Chapter of the Bankruptcy Code, (ii) a receivership, conservatorship or custodianship, (iii) an assignment for the benefit of creditors or (iv) any other bankruptcy or insolvency related proceeding; (f) The Company shall not dissolve or wind up its affairs upon the dissociation, dissolution or Event of Bankruptcy of any of its Members; (g) The Company company shall not dissolve even if it has no remaining Members if a personal representative of the last Member agrees in writing to continue the Company and to act as the Member hereunder until such time as another Member is effectively appointed hereunder or, in the event that no such personal representative shall agree, the Company shall make reasonable commercial efforts to cause the Trustee to act as interim Member until a replacement Member is effectively appointed; and (h) In the event that the Member undergoes an Event of Bankruptcy, the Member shall not reject the Agreement.

Limitations on Activities. Notwithstanding any other provision of this Agreement and any provision of law which otherwise so empowers the Company, the Company shall not, and no Member shall have any right, power or authority to cause the Company, for so long as the obligations under the Indenture and the Swap Agreements remain outstanding, and thereafter without the unanimous affirmative vote of the Member's board of directors, to perform any act in contravention of any of the following: (a) The Company shall not (i) consolidate or merge with or into any other entity or person or dissolve or liquidate in whole or in part or transfer its properties and assets substantially as an entirety to any entity entity, or (ii) engage in any other action that bears on whether the separate legal identity of the Company and the Member will be respected, including, without limitation (A) holding itself out as being liable for the debts of any other party; (B) forming, or causing to be formed, any subsidiaries of the Company or (C) acting other than in its name and through its duly authorized officers or agents; (b) The Company shall not engage in any joint activity or transaction of any kind with or for the benefit of any Related Company, including loans to or from any Related Company and any guarantee of the indebtedness of any Related Company, except for (i) entering into the agreements referenced in or contemplated by Article III, (ii) purchasing management services and leasing office space or equipment, in each case only to the extent necessary for the conduct of the Company's business, and (iii) payment of capital distributions to the Member; (c) The Company shall not create, incur, assume, guarantee or in any manner become liable in respect of any indebtedness, except as stated in Article III, other than trade payables and expense accruals incurred in the ordinary course of business and which are incident to the business purpose of the Company as stated in Article III above; (d) The Company shall not commingle its funds and or other assets with those of any Related CompanyPerson; (e) Neither the Member nor the Company shall file or otherwise initiate on behalf of the Company (i) a voluntary petition for relief under any Chapter of the Bankruptcy Code, (ii) a receivership, conservatorship or custodianship, (iii) an assignment for the benefit of creditors or (iv) any other bankruptcy or insolvency related proceeding; (f) The Company shall not dissolve or wind up its affairs upon the dissociation, dissolution or Event of Bankruptcy of any of its Members; (g) The Company shall not dissolve even if it has no remaining Members if a personal representative of the last Member agrees in writing to continue the Company and to act as the Member hereunder until such time as another Member is effectively appointed hereunder or, in the event that no such personal representative shall agree, the Company shall make reasonable commercial efforts to cause the Trustee to act as interim Member until a replacement Member is effectively appointed; and (h) In the event that the Member undergoes an Event of Bankruptcy, the Member shall not reject the Agreement.

Limitations on Activities. Notwithstanding any other provision of this Agreement and any provision of law which otherwise so empowers the Company, the Company shall not, and no Member shall have any right, power or authority to cause the Company, without the unanimous affirmative vote of the Member's board of directors, to perform any act in contravention of any of the following: (a) The Company shall not (i) consolidate or merge with or into any other entity or person or dissolve or liquidate in whole or in part or transfer its properties and assets substantially as an entirety to any entity or (ii) engage in any other action that bears on whether the separate legal identity of the Company and the Member will be respected, including, without limitation (A) holding itself out as being liable for the debts of any other party; (B) forming, or causing to be formed, any subsidiaries or (C) acting other than in its name and through its duly authorized officers or agents; (b) The Company shall not engage in any joint activity or transaction of any kind with or for the benefit of any Related Company, including loans to or from any Related Company and any guarantee of the indebtedness of any Related Company, except for (i) entering into the agreements referenced in or contemplated by Article III, (ii) purchasing management services and leasing office space or equipment, in each case only to the extent necessary for the conduct of the Company's business, and (iii) payment of capital distributions to the Member; (c) The Company shall not create, incur, assume, guarantee or in any manner become liable in respect of any indebtedness, except as stated in Article III, other than trade payables and expense accruals incurred in the ordinary course of business and which are incident to the business purpose of the Company as stated in Article III above; (d) The Company shall not commingle its funds and assets with those of any Related Company; (e) Neither the Member nor the Company shall file or otherwise initiate on behalf of the Company (i) a voluntary petition for relief under any Chapter of the Bankruptcy Code, (ii) a receivership, conservatorship or custodianship, (iii) an assignment for the benefit of creditors or (iv) any other bankruptcy or insolvency related proceeding; (f) The Company shall not dissolve or wind up its affairs upon the dissociation, dissolution or Event of Bankruptcy of any of its Members; (g) The Company shall not dissolve dissolve, even if it has no remaining Members Members, if a personal representative of the last Member agrees in writing to continue the Company and to act as the Member hereunder until such time as another Member is effectively appointed hereunder or, in the event that no such personal representative shall agree, the Company shall make reasonable commercial efforts to cause the Trustee to act as interim Member until a replacement Member is effectively appointed; and (h) In the event that the Member undergoes an Event of Bankruptcy, the Member shall not reject the Agreement.

Limitations on Activities. Notwithstanding any other provision of this Agreement and any provision of law which otherwise so empowers the Company, the Company shall not, and no Member shall have any right, power or authority to cause the Company, without the unanimous affirmative vote of the Member's board of directors, to perform any act in contravention of any of the following: (a) The Company shall not (i) consolidate or merge with or into any other entity or person or dissolve or liquidate in whole or in part or transfer its properties and assets substantially as an entirety to any entity or (ii) engage in any other action that bears on whether the separate legal identity of the Company and the Member will be respected, including, without limitation (A) holding itself out as being liable for the debts of any other party; (B) forming, or causing to be formed, any subsidiaries or (C) acting other than in its name and through its duly authorized officers or agents; (b) The Company shall not engage in any joint activity or transaction of any kind with or for the benefit of any Related Company, including loans to or from any Related Company and any guarantee of the indebtedness of any Related Company, except for (i) entering into the agreements referenced in or contemplated by Article III, (ii) purchasing management services and leasing office space or equipment, in each case only to the extent necessary for the conduct of the Company's business, and (iii) payment of capital distributions to the Member; (c) The Company shall not create, incur, assume, guarantee or in any manner become liable in respect of any indebtedness, except as stated in Article III, other than trade payables and expense accruals incurred in the ordinary course of business and which are incident to the business purpose of the Company as stated in Article III above; (d) The Company shall not commingle its funds and assets with those of any Related Company; (e) Neither the Member nor the Company shall file or otherwise initiate on behalf of the Company (i) a voluntary petition for relief under any Chapter of the Bankruptcy Code, (ii) a receivership, conservatorship or custodianship, (iii) an assignment for the benefit of creditors or (iv) any other bankruptcy or insolvency related proceeding; (f) The Company shall not dissolve or wind up its affairs upon the dissociation, dissolution or Bankruptcy Event of Bankruptcy of any of its Members; (g) The Company shall not dissolve even if it its has no remaining Members if a personal representative of the last Member agrees in writing to continue the Company and to act as the Member hereunder until such time as another Member is effectively appointed hereunder or, in the event that no such personal representative shall agree, the Company shall make reasonable commercial efforts to cause the Trustee to act as interim Member until a replacement Member is effectively appointed; and (h) In the event that the Member undergoes an Event of Bankruptcya Bankruptcy Event, the Member shall not reject the Agreement.

Limitations on Activities. Notwithstanding any other provision of this Agreement and any provision of law which otherwise so empowers the Company, the Company shall not, and no Member shall have any right, power or authority to cause the Company, without the unanimous affirmative vote of the Member's board of directors, to perform any act in contravention of any of the following: (a) The Company shall not (i) consolidate or merge with or into any other entity or person or dissolve or liquidate in whole or in part or transfer its properties and assets substantially as an entirety to any entity entity, or (ii) engage in any other action that bears on whether the separate legal identity of the Company and the Member will be respected, including, without limitation (A) holding itself out as being liable for the debts of any other party; (B) forming, or causing to be formed, any subsidiaries or (C) acting other than in its name and through its duly authorized officers or agents; (b) The Company shall not engage in any joint activity or transaction of any kind with or for the benefit of any Related Company, including loans to or from any Related Company and any guarantee of the indebtedness of any Related Company, except for (i) entering into the agreements referenced in or contemplated by Article III, (ii) purchasing management services and leasing office space or equipment, in each case only to the extent necessary for the conduct of the Company's business, and (iii) payment of capital distributions to the Member; (c) The Company shall not create, incur, assume, guarantee or in any manner become liable in respect of any indebtedness, except as stated in Article III, other than trade payables and expense accruals incurred in the ordinary course of business and which are incident to the business purpose of the Company as stated in Article III above; (d) The Company shall not commingle its funds and assets with those of any Related Company; (e) Neither the Member nor the Company shall file or otherwise initiate on behalf of the Company (i) a voluntary petition for relief under any Chapter of the Bankruptcy Code, (ii) a receivership, conservatorship or custodianship, (iii) an assignment for the benefit of creditors or (iv) any other bankruptcy or insolvency related proceeding; (f) The Company shall not dissolve or wind up its affairs upon the dissociation, dissolution or Event of Bankruptcy of any of its Members; (g) The Company shall not dissolve even if it has no remaining Members if a personal representative of the last Member agrees in writing to continue the Company and to act as the Member hereunder until such time as another Member is effectively appointed hereunder or, in the event that no such personal representative shall agree, the Company shall make reasonable commercial efforts to cause the Trustee to act as interim Member until a replacement Member is effectively appointed; and (h) In the event that the Member undergoes an Event of Bankruptcy, the Member shall not reject the Agreement.