Common use of Fundamental Issues Clause in Contracts

Fundamental Issues. No action may be taken or decision made which binds the Company by the General Manager, any Member on behalf of the Company, or the Company, with regard to any of the Fundamental Issues without the vote (or written consent) of the Board of Managers in accordance with Section 5.4.2. Fundamental Issues shall include decisions and actions on the following matters, and such other matters as may be deemed Fundamental Issues, from time to time, by the Board of Managers: (a) calls for Additional Contributions or guarantees hereunder; (b) the issuance of any notes, bonds, debentures or other obligations by the Company, or the incurrence of or assumption of any indebtedness if, after giving effect thereto, the aggregate principal amount of all such indebtedness of the Company, other than indebtedness previously approved by the Board of Managers (including, without limitation, the utilization by the Company of lines of credit previously approved by the Board of Managers for the purpose of financing the business of the Company in the ordinary course), would either (i) exceed the amounts specifically provided therefor and sufficiently identified in the Company’s current annual budgets referred to in Sections 5.5(p) and 8.1, or (ii) result in direct or indirect liability on either or both of the Members for repayment of such indebtedness; (c) any acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of any interest in the Tacoma Facility other than the sublease contemplated by Section 2.9 hereof; in the Kalama Facility other than the sublease contemplated in Section 2.9 hereof; in the Irving Facility other than the lease contemplated in Section 2.9 hereof; or in the Houston Facility other than the lease contemplated in Section 2.9 hereof; (d) the acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of real property having a value greater than a threshold amount to be determined by the Board of Managers; (e) the acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of personal property, other than agricultural commodities traded in the ordinary course of business, with a value greater than a threshold amount to be determined by the Board of Managers; (f) investing in any Person; (g) the establishment of trading position limits for agricultural commodities traded by the Company; (h) the making of loans or provision of guaranties, or the extension or pledge of credit to others, except endorsements and extensions of credit in the ordinary course of business; (i) the sale of any equity interests (or operation, warrant, conversion in similar rights with respect thereto) in the Company; (j) the selection, appointment, remuneration, removal and determination of the terms and conditions of employment agreements of officers, executives and key employees of the Company; (k) the payment of bonuses and perquisites to officers, executives and key employees of the Company; (l) the confession of any judgment against the Company or the creation, assumption, incurrence, or suffering to be created, assumed or incurred or to exist of, any encumbrance upon any of the assets or property of the Company, or the acquisition or holding or agreement to acquire or hold such property or assets subject to any encumbrance other than (i) liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, and (ii) other minor encumbrances incidental to the conduct of the business of the Company or the ownership of its property and assets which are not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company; (m) the compromise or submission to arbitration (other than by contract specifically providing for arbitration) or litigation of any claim due, or any dispute or controversy involving the Company for any claim, dispute or controversy in excess of any amount to be determined by the Board of Managers; (n) the entering into of any contract or commitment (other than those contracts made in the ordinary course of business) involving aggregate expenditures in excess of an amount to be determined by the Board of Managers; (o) the entering into any contract or commitment (other than those commodity, sales and purchase contracts made in the ordinary course of the Company’s grain merchandising business) involving either Member, or any of their Affiliates; (p) the approval of the annual business operating budget, capital expenditure budget and business plan and the amount of Cash for Distribution and adoption of other major financial policies of the Company; (q) the approval of the opening financial statements of the Company as referred to in Section 8.6; (r) the appointment and removal of the independent third party accountants (“Accountants”) for the Company; (s) any material changes in the purposes of the Company beyond that expressly contemplated by this Agreement as provided in Section 2.3; (t) the voluntary dissolution and winding-up of the Company, provided, however, that this provision shall in no way limit the rights of the Members under Article X. (u) any changes in the scope or method of operations or business policies of the Company which is likely to materially increase the working capital or cash requirements of the Company. (v) approval of the credit policy applicable to export sales and any material deviation therefrom.

Fundamental Issues. No action may be taken or decision made which binds the Company Partnership by the General Manager, any Member Partner on behalf of the CompanyPartnership, or the CompanyPartnership, with regard to any of the Fundamental Issues without the vote (or written consent) of the Board of Managers Management Committee in accordance with Section 5.4.25.2(c). Fundamental Issues shall include decisions and actions on the following matters, and such other matters as may be deemed Fundamental Issues, from time to time, by the Board of ManagersManagement Committee: (a) calls for Additional Contributions additional capital or guarantees hereunder; (b) the issuance of any notes, bonds, debentures or other obligations by the CompanyPartnership, or the incurrence of or assumption of any indebtedness if, after giving effect thereto, the aggregate principal amount of all such indebtedness of the CompanyPartnership, other than indebtedness previously approved by the Board of Managers Management Committee (including, without limitation, the utilization by the Company Partnership of lines of credit previously approved by the Board of Managers Management Committee for the purpose of financing the business of the Company Partnership in the ordinary course), would either (i) exceed the amounts specifically provided therefor and sufficiently identified in the Company’s Partnership's current annual budgets referred to in Sections 5.5(p5.3(p) and 8.110.1, or (ii) result in direct or indirect liability on either or both of the Members Partners for repayment of such indebtedness; (c) any acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of any interest in the Tacoma Facility other than the sublease subleases contemplated by Section 2.9 hereof; in the Kalama Facility other than the sublease contemplated in Section 2.9 hereof; in the Irving Facility other than the lease contemplated in Section 2.9 hereof; or in the Houston Facility other than the lease contemplated in Section 2.9 7.2 hereof; (d) the acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of real property having a value greater than a threshold amount to be determined by the Board of ManagersManagement Committee; (e) the acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of personal property, other than agricultural commodities traded in the ordinary course of business, with a value greater than a threshold amount to be determined by the Board of ManagersManagement Committee; (f) investing in any Person; (g) the establishment of trading position limits for agricultural commodities traded by the CompanyPartnership; (h) the making of loans or provision of guaranties, or the extension or pledge of credit to others, except endorsements and extensions of credit in the ordinary course of business; (i) the sale of any equity interests (or operation, warrant, conversion in similar rights with respect thereto) in the CompanyPartnership; (j) the selection, appointment, remuneration, removal and determination of the terms and conditions of employment agreements of officers, executives and key employees of the CompanyPartnership; (k) the payment of bonuses and perquisites to officers, executives and key employees of the CompanyPartnership; (l) the confession of any judgment against the Company Partnership or the creation, assumption, incurrence, or suffering to be created, assumed or incurred or to exist of, any encumbrance upon any of the assets or property of the CompanyPartnership, or the acquisition or holding or agreement to acquire or hold such property or assets subject to any encumbrance other than (i) liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, and (ii) other minor encumbrances incidental to the conduct of the business of the Company Partnership or the ownership of its property and assets which are not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the CompanyPartnership; (m) the compromise or submission to arbitration (other than by contract specifically providing for arbitration) or litigation of any claim due, or any dispute or controversy involving the Company Partnership for any claim, dispute or controversy in excess of any amount to be determined by the Board of ManagersManagement Committee; (n) the entering into of any contract or commitment (other than those contracts made in the ordinary course of business) involving aggregate expenditures in excess of an amount to be determined by the Board of ManagersManagement Committee; (o) the entering into any contract or commitment (other than those commodity, sales and purchase contracts made in the ordinary course of the Company’s Partnership's grain merchandising business) involving either MemberPartner, or any of their Affiliates; (p) the approval of the annual business operating budget, capital expenditure budget and business plan and the amount of Cash cash for Distribution distribution and adoption of other major financial policies of the CompanyPartnership; (q) the approval of the opening financial statements of the Company Partnership as referred to in Section 8.610.7; (r) the appointment and removal of the independent third party accountants (“Accountants”) for the CompanyPartnership; (s) the appointment and removal of the Liquidator of the Partnership pursuant to Section 11.2; (t) any material changes in the purposes of the Company Partnership beyond that expressly contemplated by this Agreement as provided in Section 2.32.5; (tu) the voluntary dissolution and winding-up of the CompanyPartnership, provided, however, that this provision shall in no way limit the rights of the Members Partners under Article X.XI. (uv) any changes in the scope or method of operations or business policies of the Company Partnership which is likely to materially increase the working capital or cash requirements of the CompanyPartnership. (vw) approval of the credit policy applicable to export sales and any material deviation therefrom.

Fundamental Issues. No action may be taken or decision made which binds the Company Partnership by the General Manager, any Member Partner on behalf of the CompanyPartnership, or the CompanyPartnership, with regard to any of the Fundamental Issues without the vote (or written consent) of the Board of Managers Management Committee in accordance with Section 5.4.25.2(c). Fundamental Issues shall include decisions and actions on the following matters, and such other matters as may be deemed Fundamental Issues, from time to time, by the Board of ManagersManagement Committee: (a) calls for Additional Contributions additional capital or guarantees hereunder; (b) the issuance of any notes, bonds, debentures or other obligations by the CompanyPartnership, or the incurrence of or assumption of any indebtedness if, after giving effect thereto, the aggregate principal amount of all such indebtedness of the CompanyPartnership, other than indebtedness previously approved by the Board of Managers Management Committee (including, without limitation, the utilization by the Company Partnership of lines of credit previously approved by the Board of Managers Management Committee for the purpose of financing the business of the Company Partnership in the ordinary course), would either (i) exceed the amounts specifically provided therefor and sufficiently identified in the Company’s Partnership's current annual budgets referred to in Sections 5.5(p5.3(p) and 8.110.1, or (ii) result in direct or indirect liability on either or both of the Members Partners for repayment of such indebtedness; (c) any acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of any interest in the Tacoma Facility other than the sublease contemplated by Section 2.9 hereof; in the Kalama Facility other than the sublease contemplated in Section 2.9 hereof; in the Irving Facility other than the lease contemplated in Section 2.9 hereof; or in the Houston Facility other than the lease contemplated in Section 2.9 7.2 hereof; (d) the acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of real property having a value greater than a threshold amount to be determined by the Board of ManagersManagement Committee; (e) the acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of personal property, other than agricultural commodities traded in the ordinary course of business, with a value greater than a threshold amount to be determined by the Board of ManagersManagement Committee; (f) investing in any Person; (g) the establishment of trading position limits for agricultural commodities traded by the CompanyPartnership; (h) the making of loans or provision of guaranties, or the extension or pledge of credit to others, except endorsements and extensions of credit in the ordinary course of business; (i) the sale of any equity interests (or operation, warrant, conversion in similar rights with respect thereto) in the CompanyPartnership; (j) the selection, appointment, remuneration, removal and determination of the terms and conditions of employment agreements of officers, executives and key employees of the CompanyPartnership; (k) the payment of bonuses and perquisites to officers, executives and key employees of the CompanyPartnership; (l) the confession of any judgment against the Company Partnership or the creation, assumption, incurrence, or suffering to be created, assumed or incurred or to exist of, any encumbrance upon any of the assets or property of the CompanyPartnership, or the acquisition or holding or agreement to acquire or hold such property or assets subject to any encumbrance other than (i) liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, and (ii) other minor encumbrances incidental to the conduct of the business of the Company Partnership or the ownership of its property and assets which are not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the CompanyPartnership; (m) the compromise or submission to arbitration (other than by contract specifically providing for arbitration) or litigation of any claim due, or any dispute or controversy involving the Company Partnership for any claim, dispute or controversy in excess of any amount to be determined by the Board of ManagersManagement Committee; (n) the entering into of any contract or commitment (other than those contracts made in the ordinary course of business) involving aggregate expenditures in excess of an amount to be determined by the Board of ManagersManagement Committee; (o) the entering into any contract or commitment (other than those commodity, sales and purchase contracts made in the ordinary course of the Company’s Partnership's grain merchandising business) involving either MemberPartner, or any of their Affiliatesaffiliates; (p) the approval of the annual business operating budget, capital expenditure budget and business plan and the amount of Cash cash for Distribution distribution and adoption of other major financial policies of the CompanyPartnership; (q) the approval of the opening financial statements of the Company Partnership as referred to in Section 8.610.7; (r) the appointment and removal of the independent third party accountants (“Accountants”) for the CompanyPartnership; (s) the appointment and removal of the Liquidator of the Partnership pursuant to Section 11.2; (t) any material changes in the purposes of the Company Partnership beyond that expressly contemplated by this Agreement as provided in Section 2.32.5; (tu) the voluntary dissolution and winding-up of the CompanyPartnership, provided, however, that this provision shall in no way limit the rights of the Members Partners under Article X.XI. (uv) any changes in the scope or method of operations or business policies of the Company Partnership which is likely to materially increase the working capital or cash requirements of the CompanyPartnership. (vw) approval of the credit policy applicable to export sales and any material deviation therefrom.

Fundamental Issues. No action may be taken or decision made which binds the Company by the General Manager, any Member on behalf of the Company, or the Company, with regard to any of the Fundamental Issues without the vote (or written consent) of the Board of Managers in accordance with Section 5.4.2. Fundamental Issues shall include decisions and actions on the following matters, and such other matters as may be deemed Fundamental Issues, from time to time, by the Board of Managers: (a) calls for Additional Contributions or guarantees hereunder; (b) the issuance of any notes, bonds, debentures or other obligations by the Company, or the incurrence of or assumption of any indebtedness if, after giving effect thereto, the aggregate principal amount of all such indebtedness of the Company, other than indebtedness previously approved by the Board of Managers (including, without limitation, the utilization by the Company of lines of credit previously approved by the Board of Managers for the purpose of financing the business of the Company in the ordinary course), would either (i) exceed the amounts specifically provided therefor and sufficiently identified in the Company’s current annual budgets referred to in Sections 5.5(p) and 8.1, or (ii) result in direct or indirect liability on either or both of the Members for repayment of such indebtedness; (c) any acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of any interest in the Tacoma Facility other than the sublease contemplated by Section 2.9 hereof; in the Kalama Facility other than the sublease contemplated in Section 2.9 hereof; or in the Irving Facility other than the lease contemplated in Section 2.9 hereof; or in the Houston Facility other than the lease contemplated in Section 2.9 hereofhereof ; (d) the acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of real property having a value greater than a threshold amount to be determined by the Board of Managers; (e) the acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of personal property, other than agricultural commodities traded in the ordinary course of business, with a value greater than a threshold amount to be determined by the Board of Managers; (f) investing in any Person; (g) the establishment of trading position limits for agricultural commodities traded by the Company; (h) the making of loans or provision of guaranties, or the extension or pledge of credit to others, except endorsements and extensions of credit in the ordinary course of business; (i) the sale of any equity interests (or operation, warrant, conversion in similar rights with respect thereto) in the Company; (j) the selection, appointment, remuneration, removal and determination of the terms and conditions of employment agreements of officers, executives and key employees of the Company; (k) the payment of bonuses and perquisites to officers, executives and key employees of the Company; (l) the confession of any judgment against the Company or the creation, assumption, incurrence, or suffering to be created, assumed or incurred or to exist of, any encumbrance upon any of the assets or property of the Company, or the acquisition or holding or agreement to acquire or hold such property or assets subject to any encumbrance other than (i) liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, and (ii) other minor encumbrances incidental to the conduct of the business of the Company or the ownership of its property and assets which are not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company; (m) the compromise or submission to arbitration (other than by contract specifically providing for arbitration) or litigation of any claim due, or any dispute or controversy involving the Company for any claim, dispute or controversy in excess of any amount to be determined by the Board of Managers; (n) the entering into of any contract or commitment (other than those contracts made in the ordinary course of business) involving aggregate expenditures in excess of an amount to be determined by the Board of Managers; (o) the entering into any contract or commitment (other than those commodity, sales and purchase contracts made in the ordinary course of the Company’s grain merchandising business) involving either Member, or any of their Affiliates; (p) the approval of the annual business operating budget, capital expenditure budget and business plan and the amount of Cash for Distribution and adoption of other major financial policies of the Company; (q) the approval of the opening financial statements of the Company as referred to in Section 8.6; (r) the appointment and removal of the independent third party accountants (“Accountants”) for the Company; (s) any material changes in the purposes of the Company beyond that expressly contemplated by this Agreement as provided in Section 2.3; (t) the voluntary dissolution and winding-up of the Company, provided, however, that this provision shall in no way limit the rights of the Members under Article X. (u) any changes in the scope or method of operations or business policies of the Company which is likely to materially increase the working capital or cash requirements of the Company. (v) approval of the credit policy applicable to export sales and any material deviation therefrom.