Limitations on Authority of Manager. The Manager shall have no authority to:
(a) do any act in contravention of this Agreement;
(b) do any act on behalf of the Company that would make it impossible to carry on the ordinary business of the Company;
(c) confess a judgment against the Company; or
(d) possess Company property, or assign the rights in specific Company property, other than for a Company purpose.
Limitations on Authority of Manager. Notwithstanding any other provision in this Agreement to the contrary, MANAGER shall have no authority to engage or discharge any accountants, auditors or attorneys without the written consent of OWNER. Further, MANAGER shall have no authority to pay to itself the Incentive Bonus until MANAGER and OWNER approve the financial statements for the applicable quarter, in accordance with paragraph 9 below. Unless otherwise authorized by OWNER and except as provided in paragraphs 3 and 4, MANAGER shall have no authority regarding any matter not provided for under this Agreement.
Limitations on Authority of Manager. Manager's authority hereunder shall be ----------------------------------- limited to carrying out the objectives of this Agreement and the plans and budgets approved by Owner and to do all things reasonably necessary to carry out such objectives; provided, however, that Manager shall have no power to lease, sell convey, or encumber the Land or any part thereof or any Improvements, or take any action which is contrary to the specific directions or written instructions given to the Manager by Owner, which directions will be consistent with the objectives of this Agreement. Manager may not remove Improvements from the Land except to obtain repairs or for storage, without the written consent of Owner. For purposes of this Agreement, Owner shall appoint in writing a designated representative for purposes of communicating with Manager. Manager may rely upon the instructions of such representative and disregard the instructions of any other person purporting to speak on behalf of Owner.
Limitations on Authority of Manager. Notwithstanding the grant of authority to the Manager under this Article V, the Manager may not authorize the Company to take any of following actions without the approval of all of the Members:
(i) Causing or permitting the Company to extend credit to or to make any loans or become a surety, guarantor, endorser or accommodation endorser for any Person;
(ii) Distributing any cash or property of the Company, other than as provided in this Agreement, or reinvest the Company’s Net Profits;
(iii) Selling, exchanging, assigning, conveying, leasing and/or transferring all or substantially all of the Company’s assets;
(iv) Executing and/or delivering any promissory notes, loan agreements and other instruments of indebtedness, mortgages, pledges, assignments and other instruments of hypothecation;
(v) Causing the Company to enter into a partnership or other venture, to merge, or to enter into any other form of reorganization, either alone or with another business entity;
(vi) Amending the Certificate of Formation;
(vii) Permitting the Company to redeem or repurchase a Member’s Interest or any portion thereof except as provided in this Agreement;
(viii) Appointing any directors, officers or managers of the Company or any subsidiary;
(ix) Any of: (i) filing of a petition against the Company or any subsidiary for a proceeding under any bankruptcy, insolvency, reorganization, or similar act; (ii) filing of any consent to any such proceeding against the Company or any subsidiary; (iii) any decision to contest or not to contest such proceeding against the Company or any subsidiary; (iv) making a general assignment of Company or subsidiary property for the benefit of creditors; (v) appointing, or acquiescing in the appointment of, a custodian or receiver for the Company or any subsidiary; or (vi) taking any action and/or making any determination with respect to any of the foregoing proceedings other than those which are purely routine and non-substantive;
(x) Converting the Company into another form of business entity;
(xi) Pledging, mortgaging, hypothecating or encumbering any assets of the Company;
(xii) Admitting another Person as a Member (except as provided by this Agreement);
(xiii) Entering into, amending or renewing any contract between the Company or a subsidiary, on the one hand, and any Member or Affiliate of any Member, on the other hand;
(xiv) The execution and delivery of any contract or agreement by or on behalf of the Company or any subsidiary (or the ame...
Limitations on Authority of Manager. (a) Notwithstanding anything to the contrary set forth in this Agreement, without the written consent or ratification of the specific act by Members owning more than fifty percent (50%) of the outstanding Shares, the Manager shall have no authority to:
(i) Change the purpose or investment objective of the Fund;
(ii) Resign or designate a substitute Manager, unless approved by the Sponsoring Member;
(iii) Sell or exchange all, or substantially all of the Fund Assets (except this Section 7.6(a) (iii) shall not be intended to limit the Manager’s authority to sell individual Real Estate Assets as the Manager deems appropriate), other than in connection with the winding up of the Fund approved as provided in Section 12.2 of this Agreement; or
(iv) Do any act, except as set forth in this Agreement, which it is prohibited from doing under the Act without such consent or ratification.
(b) The Fund shall not invest in or divest of any Real Estate Asset unless such investment or divestiture is approved by the Investment Committee.
Limitations on Authority of Manager. Notwithstanding anything contained in this Agreement to the contrary and in addition to the various other provisions of this Agreement, Manager shall not, without the prior written consent of Tenant, perform any of the following actions on behalf of Tenant:
(a) Borrow money or incur any indebtedness pursuant to the Annual Budget on behalf of Tenant, except for trade payables incurred in the ordinary course of business;
(b) Pledge or provide a security interest in any assets of Tenant;
(c) Sell, lease or otherwise dispose of any assets of Tenant or the Facility, except for Fixed Asset Supplies and Inventories in the ordinary course of business;
(d) Adjust or settle any claim under any insurance policy or litigation or other claim applicable to the Tenant or the Facility;
(e) Enter into any contract or other agreement which will obligate Tenant without the prior written consent of Tenant except for contracts containing a 30 day cancellation clause with no fee or penalty; or which contract or other agreement does not exceed Twenty Thousand and NO/100 Dollars ($20,000.00) in any calendar year;
(f) Release, compromise, assign or transfer any claim, right or benefit of Tenant, except in the ordinary course of managing and operating the Facility as provided herein; or
(g) Confess a judgment on behalf of or against Tenant.
Limitations on Authority of Manager. Notwithstanding any other provision hereof, the Manager shall not have the authority to do the following acts without a Majority Vote of the Members:
(1) Act in Contravention of Business. Do any act which would make it impossible to carry on the ordinary business of the Series;
Limitations on Authority of Manager. Notwithstanding anything to the contrary set forth in this Agreement (other than the provisions of Section 4.4), without the written consent or ratification of the specific act by the Member, the Manager shall have no authority to:
(a) do any act in contravention of the provisions of this Agreement, as amended from time to time;
(b) admit any Person as a Member of the Company;
(c) request that the Member make additional Capital Contributions to the Company; or
(d) sell, exchange, or otherwise dispose of any asset of the Company outside the ordinary course of the Company’s business.
Limitations on Authority of Manager. Notwithstanding the provisions of Section 4.01 hereof, the Manager shall not have the power or authority to cause the Company to engage in any of the following transactions without the approval of a Majority in Interest of the Members:
(a) acquisition of real property or any interest therein;
(b) borrowing money for the Company;
(c) hypothecating, encumbering or otherwise granting a security interest in the assets of the Company; or
(d) selling or otherwise disposing of all or substantially all of the assets of the Company. The fact that the Manager or any Member is directly or indirectly affiliated or connected with any Person which may be involved in any of the foregoing transactions shall not prohibit the Company from dealing with such Person.
Limitations on Authority of Manager. Unless having first obtained the consent of the Members, the Manager shall not authorize the substitution of any new Manager or incur any indebtedness on behalf of the Company for which the Members would be personally liable. As used in this Agreement, the consent of the Members means consent of the holders of more than 50% of the units, which consent shall be obtained in writing within 60 days of written notice of the action requiring such consent given to all Members. The Members may take any action by meeting or by written action without meeting.
