Limitations on Manager Authority. Notwithstanding anything to the contrary set forth in this Section 2, Manager shall not, without obtaining the prior written consent of Owner, (i) rent storage space in the Property by written lease or agreement for a stated term in excess of one year unless such lease or agreement is terminable by the giving of not more than thirty (30) days written notice, (ii) alter the building or other structures of the Property in violation of loan documents executed by Owner in connection with the Property (“Loan Documents”); (iii) enter on behalf of Owner any other agreements which exceed a term of one year and are not terminable on thirty day's notice at the will of Owner, without penalty, payment or surcharge; (iv) act in violation of any Law, (v) violate any term or condition of the Loan Documents; (vi) fail to correct any misunderstanding of any third party of which Manager becomes aware as to the separateness of Owner and Manager; or (vii) except as explicitly set forth in this Agreement, exercise any authority to act on behalf of, or hold itself out has having authority to act on behalf of, Owner.
Limitations on Manager Authority. Notwithstanding the grant of authority given to Manager in Section 2.1, and without limiting any of the other circumstances under which Landlord’s or Tenant’s approval is specifically required under this Agreement, subject in all events to the Lease, in the event that, at the applicable time, (a) Manager is not a wholly owned subsidiary of CEC and (b) Tenant is not a Controlled Subsidiary of CEC, then at such time Manager shall not take any of the following actions without Tenant’s prior written approval:
2.2.1 Settle any claim (a) regardless of the amount, admitting intentional misconduct or fraud or (b) arising out of the Operation of the Managed Facility which involves an amount in excess of $5,000,000 that is not fully covered (other than deductible amounts) by insurance or as to which the insurance denies coverage or “reserves rights” as to coverage; provided that the dollar amount specified in this Section 2.2.1 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable;
2.2.2 Execute, amend, modify, provide a written waiver of rights under or terminate (a) the Lease, (b) any ground lease with respect to the Leased Property, or (c) any contract, lease, equipment lease or other agreement (or a series of contracts, leases, equipment leases or other agreements relating to the same or similar property, equipment, goods or services, as applicable, in each case with the same or a related party) that (i)(x) is for a term of greater than three (3) years and (y) requires payment by Manager or Tenant in excess of $5,000,000 in the aggregate for the term or (ii) requires aggregate annual payments by Manager or Tenant in excess of $5,000,000, other than contracts, leases or other agreements which are specifically identified in the Annual Budget; provided that the dollar amount specified in this Section 2.2.2 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable;
2.2.3 Except as permitted by Section 5.5.3, borrow any money or incur indebtedness or issue any guaranty in respect of borrowed money, or issue any indemnity or surety obligation outside of the ordinary course of business, in the name and on behalf of Tenant;
2.2.4 Grant or create any lien or security interest on the Managed Facilit...
Limitations on Manager Authority. Notwithstanding anything to the contrary set forth in this Section 2, Manager shall not, without obtaining the prior written consent of Owner, (i) rent storage space in the Property by written lease or agreement for a stated term in excess of one year unless such lease or agreement is terminable by the giving of not more than thirty (30) days written notice, (ii) alter the building or other structures of the Property in violation of the Loan Documents; (iii) make any other agreements which exceed a term of one year and are not terminable on thirty day's notice at the will of Owner, without penalty, payment or surcharge; (iv) act in violation of any Law, or (v) violate any term or condition of the Loan Documents.
Limitations on Manager Authority. If the authorized number of Managers under Section 5.1 (as may be amended from time to time) is ONE (1), then such sole Manager shall hold the office of Chief Executive Officer and President, and no person shall hold the office of Assistant Presiding Manager. Notwithstanding any other term or provision of this Operating Agreement, if the authorized number of Managers under Section 5.1 is more than ONE (1), then, except as otherwise expressly provided in Chapter 86 (excluding Sections 86.301 and 86.311 of Chapter 86), (a) no debt or liability, in any single transaction or series of related transactions having a value equaling or exceeding FIVE MILLION DOLLARS ($5,000,000), may be contracted or incurred by or on behalf of the Company except upon the execution of the documents creating such debt or liability by both the Chief Executive Officer or the President and ONE (1) Assistant Presiding Manager; (b) instruments and documents providing for the acquisition, mortgage or disposition of property of the Company, in any single transaction or series of related transactions having a value equaling or exceeding FIVE MILLION DOLLARS ($5,000,000), shall be valid and binding on the Company only if executed by both the Chief Executive Officer or the President and ONE (1) Assistant Presiding Manager; (c) debt or liability, in any single transaction or series of related transactions having a value of under FIVE MILLION DOLLARS ($5,000,000), may be contracted or incurred by or on behalf of the Company upon the execution of the documents creating such debt or liability solely by the Chief Executive Officer or the President or solely by any Assistant Presiding Manager but in such latter case only as generally authorized under contract with the Company or otherwise as may be necessary and as specifically authorized to carry out the decisions voted on by the Board of Managers and/or the decisions or directions of the Chief Executive Officer or the President; and (d) instruments and documents providing for the acquisition, mortgage or disposition of property of the Company, in any single transaction or series of related transactions having a value of under FIVE MILLION DOLLARS ($5,000,000), shall be valid and binding on the Company if executed solely by the Chief Executive Officer or the President or solely by any Assistant Presiding Manager but in such latter case only as generally authorized under contract with the Company or otherwise as may be necessary and as specificall...
Limitations on Manager Authority. Notwithstanding the grant of authority given to Manager in Section 2.1, and without limiting any of the other circumstances under which Owner’s approval is specifically required under this Agreement, Manager shall not take any of the following actions without Owner’s prior written approval:
2.2.1 Settle any claim (a) regardless of the amount, admitting intentional misconduct or fraud or (b) arising out of the Operations of the Managed Facilities which involves an amount in excess of $500,000 that is not fully covered (other than deductible amounts) by insurance or as to which the insurance denies coverage or “reserves rights” as to coverage; provided, that the dollar amount specified in this Section 2.2.1 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable;
Limitations on Manager Authority. (a) The Manager may not do any of the following acts with respect to the Company without the approval of all Members:
(i) knowingly do any act in contravention of this Agreement or, when acting on behalf of the Company, engage in, or cause or permit the Company to engage in, any activity that is not consistent with the purposes of the Company;
(ii) except as otherwise provided in this Agreement, knowingly do any act that would make it impossible to carry on the Company business; or
(iii) cause the Company to (A) not be taxable as a partnership for federal income tax purposes, or (B) take a position inconsistent with such treatment.
(b) The Manager may not do any of the following acts without the approval of a Majority-in-Interest of each Class:
(i) cause the Company to (A) make a general assignment for the benefit of creditors, (B) file a voluntary bankruptcy petition, or (C) seek an order for relief or declaration of insolvency in a federal or state bankruptcy or insolvency proceeding;
(ii) file a pleading seeking for the Company, or admitting or failing to contest the material allegations of a petition filed by any other person seeking for the Company, a proceeding of the type described by paragraph (i);
(iii) except as provided in Article XIV, seek, consent to, or acquiesce in the appointment of a trustee, receiver, or liquidator of the Company or of all or a substantial part of the Company's properties; cause the Company to issue any Membership Interest or admit any Member other than pursuant to Section 2.8, Section 3.2, or Article XI;
(iv) cause the Company to acquire any Membership Interest;
(v) cause the Company to acquire any equity or debt securities of any Member or any Affiliate of a Member, or otherwise make loans to any Member or any Affiliate of a Member;
(vi) cause the Company to acquire from any person any equity or debt securities or assets of any corporation, limited liability company, partnership, association, business, or business division, whether by stock purchase, asset purchase, contribution, or other business combination (excluding investments in Cardinal and investments and asset acquisitions in the ordinary course of the Company's business);
(vii) cause the Company to participate in any merger, consolidation, transfer, continuance, or conversion of the Company with or into any other person;
(viii) cause the Company to participate in any reorganization in which Membership Interests are exchanged for or converted into cash, securit...
Limitations on Manager Authority. The Manager's performance of its duties under Section 1(b) shall be subject always to the restrictions contained within:
(i) the PPM,
(ii) the Partnership Agreement, and
(iii) such determinations of investment policy for the Partnership as the General Partner may from time to time establish with notice to the Manager.
Limitations on Manager Authority. Notwithstanding anything to the contrary set forth in this Section 1, Manager shall not, without obtaining the prior written consent of Owner:
1.12.1 Rent storage space in the Property by written lease or agreement for a stated term in excess of one year unless such lease or agreement is terminable by the giving of not more than thirty (30) days written notice;
1.12.2 Alter the building or other structures of the Property;
1.12.3 Make any other agreements which exceed a term of one year and are not terminable on thirty day's notice at the will of Owner, without penalty, payment or surcharge;
1.12.4 Act in violation of any Law, or
1.12.5 Violate any term or condition of the Loan Documents if any.
Limitations on Manager Authority. Notwithstanding anything to the contrary set forth in this Section 2, Manager shall not, without obtaining the prior written consent of Owner, (i) rent storage space in the Property by written lease or agreement for a stated term in excess of one year unless such lease or agreement is terminable by the giving of not more than thirty (30) days written notice.
Limitations on Manager Authority. Notwithstanding anything to the contrary herein contained and subject to the provisions of Section 4, without in each instance receiving the prior written consent of a Majority in Interest of the Investing Members, the Company shall not have the authority to:
(1) lend Company funds to any person other than in connection with the Loan or in the ordinary course of business;
(2) perform any act which would make it impossible to carry on the ordinary business of the Company or which would be in contravention of the express terms of this Agreement;
(3) admit a person as an Investing Member other than as provided herein;
(4) perform any act that would subject any Investing Member to liability as a manager in any jurisdiction;
(5) take any action which would result in the Company being classified other than as a partnership for federal income tax purposes.
