Common use of Limitation on Powers of Managers Clause in Contracts

Limitation on Powers of Managers. (a) Without the approval of a Majority in Interest of the Members, the Managers shall not have the authority to: (i) cause the Company to make any loan to any Member, other than for a purpose which the Managers determine directly benefits the Company, and then only on an arms-length basis at the then-prevailing market rates; (ii) enter into or amend any transaction between the Company and a Member or an Affiliate of a Member or an employee of either except in connection with transactions made on an arms-length basis at the then-prevailing market rates; (iii) grant any guarantee of third party indebtedness for borrowed money, grant any guarantee of third party obligations outside of the ordinary course of business; (iv) undertake or commit to undertake any capital expenditure in excess of $25,000,000 during any two consecutive fiscal years. (b) In addition to any other restrictions on the authority of the Managers described in this Agreement, without the approval of Super Majority in Interest of the Members, the Managers shall not have the authority to: (i) amend the Articles; (ii) sell, exchange, lease, or otherwise dispose of all or substantially all of the Property in a single transaction or series of related transactions; (iii) terminate, dissolve or wind-up the Company; (iv) (1) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of the Company or of all or a substantial part of the assets of the Company, (2) admit in writing the Company’s inability to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) have an order for relief entered against the Company under applicable federal bankruptcy law, or (5) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against the Company in any bankruptcy, reorganization or insolvency proceeding; (v) commingle the Company’s funds with those of any other Person; (vi) permit voluntary additional Capital Contributions by existing Members. (vii) approve a merger or consolidation of the Company with or into another Person or the acquisition by the Company of another business (either by asset, stock or interest purchase) or any equity of another entity; (viii) change the status of the Company from one in which management is vested in the Managers to one in which management is vested in the Members; (ix) authorize any transaction, agreement or action on behalf of the Company that is unrelated to its purpose as set forth in the Articles, that otherwise contravenes this Agreement or that is not within the usual course of the business of the Company; (x) recapitalize the Company; or (xi) subject to Section 8.5 as to additional Members, determine, modify, compromise or release the amount and character of the contributions which a Member shall make, or shall promise to make, as the consideration for the issuance of an Interest.

Limitation on Powers of Managers. (a) Without the approval of a the Requisite Voting Majority in Interest of the Members, the Managers shall not have the authority to: (i) A. cause the Company to make any loan to any Member, other than for a purpose which the Managers determine directly benefits the Company, and then only on an arms-length basis at the then-prevailing market rates; (ii) B. enter into or amend any transaction between the Company and a Member or an Affiliate of a Member or an employee of either except in connection with transactions made on an arms-length basis at the then-prevailing market rates; C. assume, endorse, provide collateral for, incur or guarantee, act as surety for, or become liable for any indebtedness for borrowed money on behalf of the Company in excess of Two Hundred Fifty Thousand Dollars (iii$250,000) in the aggregate outstanding at any one time, grant any guarantee of third party indebtedness for borrowed money, grant any guarantee of third party obligations outside of the ordinary course of business; (iv) undertake business or commit to undertake any capital expenditure in excess of Two Hundred Fifty Thousand Dollars ($25,000,000 during 250,000) in the ordinary course of business, or refinance or materially modify the terms of any two consecutive fiscal years. (b) In addition to any other restrictions on the authority such indebtedness or guarantees of the Managers described in this Agreement, without the approval of Super Majority in Interest of the Members, the Managers shall not have the authority to: (i) amend the ArticlesCompany; (ii) D. sell, exchange, lease, mortgage, pledge or otherwise dispose of all or substantially all of the Property in a single transaction or series of related transactions; (iii) E. terminate, dissolve or wind-up the Company; (iv) F. (1) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of the Company or of all or a substantial part of the assets of the Company, (2) admit in writing the Company’s inability to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) have an order for relief entered against the Company under applicable federal bankruptcy law, or (5) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against the Company in any bankruptcy, reorganization or insolvency proceeding; (v) commingle the Company’s funds with those of any other Person; (vi) permit voluntary additional Capital Contributions by existing Members. (vii) approve a merger or consolidation of the Company with or into another Person or the acquisition by the Company of another business (either by asset, stock or interest purchase) or any equity of another entity; (viii) change the status of the Company from one in which management is vested in the Managers to one in which management is vested in the Members; (ix) authorize any transaction, agreement or action on behalf of the Company that is unrelated to its purpose as set forth in the Articles, that otherwise contravenes this Agreement or that is not within the usual course of the business of the Company; (x) recapitalize the Company; or (xi) subject to Section 8.5 as to additional Members, determine, modify, compromise or release the amount and character of the contributions which a Member shall make, or shall promise to make, as the consideration for the issuance of an Interest.

Limitation on Powers of Managers. (a) Without the approval of a Majority in Interest of the MembersMembers who are entitled to vote hereunder, the Managers shall not have the authority to: (i) cause the Company to make any loan to any Member, other than for a purpose which the Managers determine directly benefits the Company, and then only on an arms-length basis at the then-prevailing market rates; (ii) enter into or amend any transaction between the Company and a Member or an Affiliate of a Member or an employee of either except in connection with transactions made on an arms-length basis at the then-prevailing market rates; (iii) grant any guarantee of third party indebtedness for borrowed money, grant any guarantee of third party obligations outside of the ordinary course of business; (iv) undertake or commit to undertake any capital expenditure in excess of $25,000,000 during any two consecutive fiscal years. (b) In addition to any other restrictions on the authority of the Managers described in this Agreement, without the approval of Super Majority in Interest of the MembersMembers who are entitled to vote hereunder, the Managers shall not have the authority to: (i) amend the Articles; (ii) sell, exchange, lease, or otherwise dispose of all or substantially all of the Property in a single transaction or series of related transactions; (iii) terminate, dissolve or wind-up the Company; (iv) (1) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of the Company or of all or a substantial part of the assets of the Company, (2) admit in writing the Company’s inability to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) have an order for relief entered against the Company under applicable federal bankruptcy law, or (5) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against the Company in any bankruptcy, reorganization or insolvency proceeding; (v) commingle the Company’s funds with those of any other Person; (vi) permit voluntary additional Capital Contributions by existing Members.; (vii) approve a merger or consolidation of the Company with or into another Person or the acquisition by the Company of another business (either by asset, stock or interest purchase) or any equity of another entity; (viii) change the status of the Company from one in which management is vested in the Managers to one in which management is vested in the Members; (ix) authorize any transaction, agreement or action on behalf of the Company that is unrelated to its purpose as set forth in the Articles, that otherwise contravenes this Agreement or that is not within the usual course of the business of the Company; (x) recapitalize the Company; or (xi) subject to Section 8.5 as to additional Members, determine, modify, compromise or release the amount and character of the contributions which a Member shall make, or shall promise to make, as the consideration for the issuance of an Interest.