Limitation on Manager’s Authority. Manager's authority is expressly limited to the provisions provided herein or as may be amended in writing from time to time by Owner and mutually agreed to and accepted by Manager in writing.
Limitation on Manager’s Authority. The Managers, in their capacity as such, or in their capacity as a direct or indirect manager or general partner of any subsidiary of the REIT that may hold title to any REIT Asset, shall not do, or cause the REIT or any such subsidiary to do, any act that would not be permitted under the Fund Agreement to be done by the Fund General Partner if title to such REIT Asset were held directly by the Fund, and shall, in general, act and cause the REIT to act, in such capacity in the same manner as if title to such REIT Asset were held directly by the Fund.
Limitation on Manager’s Authority. Section 6.2 Expenditure of Monies by Manager
Limitation on Manager’s Authority. Subject to Section 4.7 and notwithstanding any other provision of this Agreement, the Manager shall not cause or permit the Company to take any of the following actions without first obtaining the affirmative vote or written consent of the Board:
Limitation on Manager’s Authority. Notwithstanding anything to the contrary contained in section 2.1 above, without the Owner's prior written consent the Manager shall not be authorized on behalf of the Owner to:
Limitation on Manager’s Authority. In addition to any other limitations on Manager's authority set forth in this Agreement, Manager shall not, without Licensee's written approval, take any of the following actions with respect to the Restaurant:
Limitation on Manager’s Authority. Manager shall not take or permit to be taken any of the actions set forth in Exhibit C (each, a "SIGNIFICANT ACTION") without the prior written consent of Client (and Client shall have the exclusive right, power and authority to take all such Significant Actions). In addition to the foregoing, if an emergency exists with respect to which expenditures are in Manager's professional and reasonable determination necessary for the preservation or the safety of any of the Hotels, for the safety of the occupants of any of the Hotels, or to avoid the suspension of any necessary service to any of the Hotels or if the failure to take any such action would (in Manager's professional and reasonable determination) result in a material default pursuant to any material contract or agreement to which Client is a party or would (in Manager's professional and reasonable determination) have a material adverse effect upon the value of any Hotel, such expenditures will be made by Manager without the prior approval of Client only to the extent necessary to remedy such emergency, material default or material adverse effect. Manager shall give Client prompt written notice of any such action taken pursuant to the foregoing authorization. Client acknowledges that Manager's determination as to whether such expenditures are necessary to remedy an emergency, material default or material adverse effect will, of necessity, be a matter of judgment, which judgment shall be respected unless it was manifestly unreasonable under the circumstances. Whenever this Agreement provides that consent or approval is required of or acts shall be performed by or at the discretion of Client, all such consents, approvals and acts are to be made, given, or performed only upon the prior written consent of the Board of Managers of Client, or any person designated in writing by the Board of Managers who shall be vested with the authority of Client, until such time, as any, as Manager shall receive written notice from Client designating one or more new authorized representatives of Client.
Limitation on Manager’s Authority. The Manager shall not have authority to:
Limitation on Manager’s Authority. During the term of this Agreement, Manager shall have no authority to take any of the following actions without the prior written consent of Developer, which consent may be withheld in Developer's sole discretion:
Limitation on Manager’s Authority. Notwithstanding anything herein to the contrary, Manager shall have no authority on behalf of the ICG Subs (a) to negotiate in respect of any possible amendments, modifications and/or waivers under the Interim Credit Agreement, (b) to respond to any assertion of an event of default under the Interim Credit Agreement, (c) to engage in any transactions outside of the ordinary course without the consent of the appropriate senior officer of the ICG Subs or the Boards except as expressly set forth in Section 4 hereof, (d) to take any action vested in the Boards pursuant to applicable corporate law or the organizational documents of the Company, (e) to terminate any executive officer of the ICG Subs without the consent of the Boards, provided, however, that Manager may utilize its own employees at its own expense to perform some or all of the duties of existing senior officers, subject to the right of the ICG Subs to retain its senior officers in place for the purpose of monitoring under Section 4(i) of this Agreement, (f) to terminate or decline to pay in accordance with the Budget any legal counsel, accountant, financial advisor, turnaround manager or other person rendering professional services to the Company, (g) to take any action that would impair ICG's or the ICG Subs' ability to comply with any applicable law or regulation (including, without limitation, all applicable securities law); or (h) modify or refrain from complying with the KERP or terminate professionals retained by the ICG Subs as of the date hereof.
