Acts Requiring Member Approval Clause Samples
Acts Requiring Member Approval. Subject to Sections 2.5(e), 8.3, and 11.2, but notwithstanding any other provision of this Agreement to the contrary, the following matters shall require the approval of all of the Members, which may be withheld in the sole and absolute discretion of each Member:
(a) Incurring any cost, expense, or obligation other than Mandatory Expenses if the Company does not have funds available (from additional Capital Contributions or otherwise) to satisfy such cost, expense, or obligation;
(b) Borrowing or incurring any obligation for borrowed funds in any amount, except as required under the Purchase Agreement at the Acquisition Closing;
(c) The construction of any improvements by or on behalf of the Company to any of the Property;
(d) Admitting a new Member to the Company (other than as specifically authorized under Section 8);
(e) The institution of any legal proceedings in the name of the Company, settlement of any legal proceedings against the Company, confession of any judgment against the Company or any property of the Company, submitting a Company claim to arbitration, or releasing, compromising, assigning, or transferring any claims, rights, or benefits of the Company;
(f) Engaging any Person as an employee of the Company;
(g) Accepting contributions or making distributions in a form other than cash;
(h) Possessing any asset or property of the Company or assigning the rights of the Company in specific assets or property other than exclusively for the benefit of the Company;
(i) Any merger, consolidation, or other similar arrangement of the Company, or the entry by the Company into any joint venture, partnership, limited liability company, or other entity or business combination;
(j) Making, executing, or delivering on behalf of the Company any assignment for the benefit of creditors, or any guarantee, indemnity bond, or surety bond, or obligating the Company as a surety, guarantor, or accommodation party to any obligation of a Person other than the Company;
(k) Making loans of Company funds to any Person;
(l) Acquiring any real property (by lease, purchase, or otherwise) other than the Property acquired in connection with the Purchase Agreement;
(m) Except for the transaction contemplated by the Purchase Agreement, entering into or consummating any transaction or arrangement with Manager and/or any Member or any Affiliate of Manager and/or any Member, or any other transaction involving an actual or potential conflict of interest;
(n) Any amendment to this A...