Limitation on Management Power Sample Clauses

Limitation on Management Power. A Member shall have no right to act for or bind the Company merely by virtue of being a Member. In accordance with Delaware Code Section 18-407 of the Act, the Members shall, and hereby, delegate their rights to manage the affairs of the Company to a Board of Managers which may also appoint officers of the Company. The Board is hereby granted the right, power and authority to do on behalf of the Company all things which are necessary or appropriate to manage the Company's affairs and fulfill the purposes of the Company, including delegating and re-delegating their management powers to officers, employees, agents or other representatives of the Company. Any and all persons dealing with the Company shall have the right to rely upon the actions of the Board to bind the Company. Each subsidiary of the Company shall have a limited liability company agreement which includes a provision like this Section 6.01. No Member shall seek to have the Company dissolved in the event the Board of Managers is deadlocked. No officer shall take any action on behalf of the Company unless the Manager(s) which had authority to approve such action have approved such action. In the event that an event of default shall occur under the Credit Agreement, no Member (nor any of its affiliates) shall acquire assets of the Company without the prior written consent of all Members.
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Limitation on Management Power. Notwithstanding anything set forth herein or in the Certificate or By-laws and without limiting the authority of the Board to oversee the management of the Company, no officer of the Company shall take any of the following actions without the prior approval of the Board and, in the case of the actions described in Section 1.5, the required vote of the Stockholders: (i) change the line of business or enter into any new line of business; (ii) retain any attorney or accountant to represent or provide services to the Company; (iii) authorize or enter into any agreement or arrangement between the Company and any of its officers, Directors, Stockholders or Affiliates; (iv) the Required Matters; or (v) agree to do any of the foregoing.
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Limitation on Management Power. 19 3.6 Certain Transactions between the Company and its Affiliates......................................................21 3.7 Confidentiality Agreement.......................................22
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Limitation on Management Power. Notwithstanding anything herein or in the Certificate or By-laws and without limiting the authority of the Board to oversee the management of the Company, no officer of the Company shall take any of the following actions without the approval of the Board: (i) sell, lease, encumber, lend, exchange or otherwise transfer the assets of the Company other than in the usual and regular course of business; (ii) incur any Liability by or on behalf of the Company whether actual or contingent in excess of $250,000, including, but not limited to, any loan, guarantee, or other agreement which may result in indebtedness to the Company; provided that such limitation shall not apply to Liability incurred in connection with the purchase of inventory or for catalogue production and catalogue marketing costs, in each case incurred in the ordinary course of the Company's business consistent with past practice. (iii) make any loan or advance to, or otherwise provide funds or credit to or for, any other Person; (iv) enter into any agreement not in the usual and regular course of the Company's business; (v) organize a Subsidiary or acquire an equity or other interest in any other Person, or enter into a joint venture or strategic alliance; (vi) make any investment, by way of capital contribution or otherwise, in or with any Person except (a) investments and direct obligations of, or instruments unconditionally guaranteed by, the United States of America or in certificates of deposit issued by, and time deposits with, a commercial bank having capital and surplus in excess of one (1) billion dollars; (b) investments in any money market account maintained with a financial institution;
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Related to Limitation on Management Power

  • Limitation on Out of-State Litigation - Texas Business and Commerce Code § 272 This is a requirement of the TIPS Contract and is non-negotiable. Texas Business and Commerce Code § 272 prohibits a construction contract, or an agreement collateral to or affecting the construction contract, from containing a provision making the contract or agreement, or any conflict arising under the contract or agreement, subject to another state’s law, litigation in the courts of another state, or arbitration in another state. If included in Texas construction contracts, such provisions are voidable by a party obligated by the contract or agreement to perform the work. By submission of this proposal, Vendor acknowledges this law and if Vendor enters into a construction contract with a Texas TIPS Member under this procurement, Vendor certifies compliance.

  • Limitation on Services Except in cases of Emergency Services or Urgent Care, or as otherwise provided under this Certificate, services are available only from Participating Providers and HMO shall have no liability or obligation whatsoever on account of any service or benefit sought or received by a Member from any Physician, Hospital, Skilled Nursing Facility, home health care agency, or other person, entity, institution or organization unless prior arrangements are made by HMO.

  • Limitation on Use COLLEGE and SCHOOL DISTRICT shall use each student education record that he or she may receive pursuant to this CCAP Agreement solely for a purpose(s) consistent with his or her authority to access that information pursuant to Federal and State law, as may be as applicable. (34 C.F.R. § 99.31, 34 C.F.R. § 99.34, and Education Code § 49076.)

  • LIMITATION ON ACTIVITIES Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code, (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, or (v) violate the Charter or Bylaws. In the event an action that would violate (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.

  • Limitation on Responsibilities of Agent Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor, Lender or other Secured Party of any obligations under the Loan Documents. Agent does not make any express or implied representation, warranty or guarantee to Secured Parties with respect to any Obligations, Collateral, Liens, Loan Documents or Obligor. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents or Borrower Materials; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

  • Limitation on Delegation The Fund acknowledges and agrees that in accepting the delegation hereunder, the Transfer Agent is agreeing to perform only the AML Procedures, as may be amended from time to time, and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by the Fund with the USA PATRIOT Act or for any other matters that have not been delegated hereunder. Additionally, the parties acknowledge and agree that the Transfer Agent shall only be responsible for performing the AML Procedures with respect to the ownership of, and transactions in, Shares in the Fund for which the Transfer Agent maintains the applicable Shareholder information.

  • Cooperation on Safety The Employer and Union will cooperate in continuing and perfecting regulations which will afford adequate protection to employees engaged in hazardous areas.

  • Limitation on Rights (a) This Agreement shall not be deemed to create a contract of employment between the Company and the Executive and shall create no right in the Executive to continue in the Company’s employment for any specific period of time, or to create any other rights in the Executive or obligations on the part of the Company, except as set forth herein. This Agreement shall not restrict the right of the Company to terminate the Executive, or restrict the right of the Executive to terminate employment. (b) Subject to the exception for cash severance payments under the Company’s documented severance policy referenced in Sections 3 and 4 above, this Agreement shall not be construed to exclude the Executive from participation in any other compensation or benefit programs in which the Executive is specifically eligible to participate either prior to or following the execution of this Agreement, or any such programs that generally are available to other executive personnel of the Company, nor shall it affect the kind and amount of other compensation to which the Executive is entitled. (c) The rights of the Executive under this Agreement shall be solely those of an unsecured general creditor of the Company.

  • Limitation on Sales Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares, as of the date of original issuance of this Warrant, have not been registered under the Securities Act of 1933, as amended ("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such Warrant Shares or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. The Warrant Shares issued upon exercise thereof shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

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