Limitations on Manager’s Authority. Manager shall not, without Owner’s prior written approval, enter into any FF&E Lease if (i) the fair market value of the FF&E subject to such FF&E Lease at the time of entering into such FF&E Lease exceeds Ten Thousand Dollars ($10,000); (ii) the fair market value of the FF&E subject to all FF&E Leases at the time of entering into such FF&E Lease exceeds Twenty-five Thousand Dollars ($25,000) in the aggregate; (iii) the FF&E subject to such FF&E Lease is FF&E that is not, consistent with Prudent Industry Practices, customarily leased; (iv) such FF&E Lease is with an Affiliate of Manager or is on payment terms (including the amounts and schedule of payments) that would be materially more favorable to the lessor thereof than payment terms customary under Prudent Industry Practices for leases of similar FF&E; or (v) such FF&E Lease is not terminable by Owner upon thirty (30) days’ notice.
Limitations on Manager’s Authority. Notwithstanding the above, without the prior written approval of the Management Committee, the Manager shall not take any actions with respect to:
(i) the borrowing of money or other financings;
(ii) the making of loans or advances or granting of financial or operating guarantees;
(iii) the sale or lease of any asset or group of assets (other than in the ordinary course of business);
(iv) the acquisition of any asset or group of assets (other than in the ordinary course of business);
(v) the negotiation of, entering into, termination of, or material amendment or modification of any labor contracts or any other agreement pertaining to the business, finances or operations of the Partnership;
(vi) changes in or adoption of accounting practices;
(vii) changes in or adoption of any material tax position or policy;
(viii) acquiring any insurance coverage or any material change therein;
(ix) distributions to the Members of cash or other assets;
(x) approval of any capital improvements budget, any capital maintenance budget or any operating budget;
(xi) any commitment or expenditure more than 10% in excess of any annual budgeted amounts set forth in the Budget, or any expenditure in excess of other budgeted amounts under any capital maintenance budget or any capital improvements budget previously approved by the Management Committee;
(xii) material contracts or transactions with either Member or an Affiliate of either Member;
(xiii) renewal or termination of any agreement between the Company and a Member or an Affiliate of a Member, or the modification or amendment of any material term of any agreement between the Company and a Member or an Affiliate of a Member;
(xiv) employment of attorneys in connection with any legal claim or settlement of any action relating to a legal claim which could have a material effect on the Company or either Member;
(xv) the entering into of any new line of business;
(xvi) the making, execution or delivery of any assignment of judgment, chattel mortgage, deed, guarantee, indemnity bond, surety bond or contract to sell all or substantially all of the property of the Company; or
(xvii) any merger, consolidation, reorganization, creation of subsidiaries or entering into any joint ventures. The Manager shall have only the specific duties delegated herein and by the Management Committee and authority to perform those duties; shall have no right to make contributions to, or to share in the profits and losses of, and distributions from, the...
Limitations on Manager’s Authority. Unless otherwise permitted in this Agreement, the Manager shall only have the power or authority to cause the Company to take any of the following actions with written approval of a Majority Interest:
(a) Cause the Company to be a party to a merger, or an exchange or acquisition of the type described in §00-00-000 of the Georgia Act;
(b) Cause the Company to engage in any business activities or lines of business other than pursuant to its purpose described in Section 3.01 hereof;
(c) Cause the Company to enter into any payment or compensation transaction with a Member or its Affiliate;
(d) Take any action under Article XIII hereof; or
(e) The undertaking, generally, to do any act which is in contravention of this Operating Agreement.
Limitations on Manager’s Authority. Notwithstanding anything to the contrary set forth in this Agreement, other than as specifically contemplated in the Approved Annual Plan and Operating Budget (as amended, from time to time pursuant to Section 8.3(c)), including, without limitation, Manager’s right to incur costs and expenses as the result of a Permitted Variance, Promotional Variance and/or Emergency Expenditures, Manager shall not, without Owner’s prior written approval (which approval may be granted or withheld in Owner’s sole and absolute discretion):
(a) except as otherwise permitted under Section 2.4(g), enter into, amend, extend, renew, cancel or terminate any contract or other agreement which provides for (i) payments or potential liability that are, in the aggregate, in excess of the Approval Amount (including any extensions thereof); and (ii) a term exceeding one (1) year, unless the same is terminable at will (without penalty) on no more than sixty (60) days’ notice or less; provided that, notwithstanding the foregoing, Manager may, without Owner’s approval, cause Station Casinos LLC to enter into (and may amend, extend, renew, cancel or terminate) contracts or agreements that relate to the Managed Properties, but which may also relate to one or more of the Manager LV Properties, which contracts or agreement may provide for (A) payments or potential liabilities that are in excess of the Approval Amount, and/or (B) a term exceeding one (1) year; provided, however, that the costs of such contracts or agreements allocated to any individual Managed Property shall not exceed the Approval Amount for any individual Managed Property;
(b) enter into any agreement creating a voluntary lien or encumbrance of any kind affecting the real property upon which the Managed Properties are situated;
(c) purchase items from Affiliates other than purchases in accordance with Section 4.2 below and/or enter into, amend, renew, cancel or terminate any contract or other agreement with an Affiliate; provided, however, that Manager shall have the right, without Owner’s prior approval, to purchase in cash personal property from, or sell for cash personal property to, any of the Combined Properties for the benefit of any of the other Combined Properties at the fair market value of such personal property as of the date of such purchase or sale;
(d) dispose of assets, whether individually or in the aggregate, worth in excess of the Approval Amount in any Fiscal Year other than the disposition of Furniture, Fi...
Limitations on Manager’s Authority. The Manager has no authority to:
3.2.1. Do any act in contravention of this Agreement;
3.2.2. Do any act which would make it impossible to carry on the ordinary business of the Company;
3.2.3. Confess a judgment against the Company;
3.2.4. Possess Company property or assign the rights of the Company in property for other than a Company purpose;
3.2.5. Admit a person as a Manager without the prior affirmative vote or consent of a Majority, or any higher vote as may be required by applicable law;
Limitations on Manager’s Authority. The following actions ("Major Decisions") shall require the approval of at least a majority of the outstanding Units (unless otherwise provided in this Agreement):
(1) any amendment to this Agreement, which would (i) adversely affect the limited liability of the Members under the Act or under applicable law, or (ii) cause the Company to cease to be treated as a partnership for federal or state income tax purposes;
(2) the merger or consolidation of the Company with any other entity (other than a wholly-owned direct or indirect subsidiary of the Company) or sale of all or substantially all of the assets of the Company;
(3) any act in material contravention of this Agreement; and
(4) any act which would make it impossible to carry on the ordinary business of the Company, except as provided in Section 7.1 hereof.
Limitations on Manager’s Authority. Except as may be authorized in this Agreement (or in a separate written agreement between Owner and Manager), Manager shall have no authority to make oral or written warranties or representations on behalf of Parent or Owner and shall advise all prospective sellers of a Qualified Property to conduct their own independent investigation.
Limitations on Manager’s Authority. Unless provided for in the approved Annual Operating Projection, Manager shall not, without Owner’s prior written approval, enter into any FF&E Lease if (i) the fair market value of the FF&E subject to such FF&E Lease at the time of entering into such FF&E Lease exceeds Thirty-Five Thousand Dollars ($35,000); (ii) the fair market value of the FF&E subject to all FF&E Leases at the time of entering into such FF&E Lease exceeds Sixty Thousand Dollars ($60,000) in the aggregate; (iii) the FF&E subject to such FF&E Lease is FF&E that is not, consistent with Prudent Industry Practices, customarily leased; (iv) such FF&E Lease is with an Affiliate of Manager or is on payment terms (including the amounts and schedule of payments) that would be materially more favorable to the lessor thereof than payment terms customary under Prudent Industry Practices for leases of similar FF&E; or (v) such FF&E Lease is not terminable by Owner upon thirty (30) days’ notice if such FF&E Lease is more than one (1) year in duration.
Limitations on Manager’s Authority. Notwithstanding the foregoing, ---------------------------------- the Manager shall not, without the written consent of all of the Members, which consent shall not be unreasonably delayed or withheld:
(a) do any act in contravention of this Agreement in its present form or as amended;
(b) confess a judgment against the Company;
(c) cause the Company to enter into any arrangement with itself or any of its affiliates or other related entities as principal on terms less favorable to the Company as would be obtained from an unaffiliated third party;
(d) dissolve the Company except in accordance with Article 9 hereof;
(e) change the nature of the business of the Company (provided, -------- however, that to the extent agreed to by a Super Majority Interest the Company ------- may determine to undertake additional businesses at the Card Club Site or other property leased or acquired by the Company pursuant to the DDA in addition to the Card Club and the Hotel).
Limitations on Manager’s Authority. Manager shall not commit any act of fraud, malfeasance or misfeasance in the management of the Company, and shall at all times use its best efforts to comply with all applicable laws, rules and regulations. Manager shall use its best efforts to cause the Company to comply with all applicable laws, rules and regulations, including, without limitation, all applicable securities laws, rules and regulations (specifically including, without limitation, all securities reporting rules and all shareholder voting and proxy rules). Notwithstanding anything contained in this Agreement to the contrary, this Agreement, and the rights granted in this Agreement to Manager, are expressly subject to all applicable SEC and securities, laws, rules, regulations and reporting and disclosure requirements, including, but not limited to, shareholder voting and proxy solicitation rules.
