Common use of Limitations on Manager’s Authority Clause in Contracts

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 Company; and shall have no right to vote on any matter pertaining to the Company.

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 PartnershipCompany; (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 Company; and shall have no right to vote on any matter pertaining to the Company.Management

Limitations on Manager’s Authority. Notwithstanding the above, without the prior written approval of the Management Executive 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) prior to the termination of the SDG&E O&M Contract, 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 PartnershipCompany; (vi) changes in or adoption of accounting practicespractices or the engagement or termination of the Company’s Certified Public Accountants; (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, which are part of the 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 Executive 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 set forth herein or delegated herein and by the Management Executive 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 Company; and shall have no right to vote on any matter pertaining to the Company.

Limitations on Manager’s Authority. Notwithstanding the above, without the prior written approval of the Management CommitteeExecutive 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 PartnershipCompany; (vi) changes in or adoption of accounting practicespractices or the engagement or termination of the Company’s Certified Public Accountants; (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 Member of cash or other assets; (x) approval of any capital improvements budget, any capital maintenance budget or any operating budget, which are part of the 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 Executive Committee; (xii) material contracts or transactions with either the Member or an Affiliate of either the Member; (xiii) renewal or termination of any agreement between the Company and a the Member or an Affiliate of a the Member, or the modification or amendment of any material term of any agreement between the Company and a the Member or an Affiliate of a the 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 the 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 set forth herein or delegated herein and by the Management Executive 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 Company; and shall have no right to vote on any matter pertaining to the Company.

Limitations on Manager’s Authority. Notwithstanding the above, without the prior written approval of the Management Executive 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) prior to the termination of the SCE O&M Contract, 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 PartnershipCompany; (vi) changes in or adoption of accounting practicespractices or the engagement or termination of the Company’s Certified Public Accountants; (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, which are part of the 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 Executive 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 set forth herein or delegated herein and by the Management Executive 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 Company; and shall have no right to vote on any matter pertaining to the Company.

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 PartnershipCompany; (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; (xiiixi) 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; (xivxii) 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; (xvixiii) 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 (xviixiv) 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 Company; and shall have no right to vote on any matter pertaining to the Company.

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 PartnershipCompany; (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 Company; and shall have no right to vote on any matter pertaining to the Company.