Limitations on Operator’s Authority. Operator shall have no authority to do any of the following without Lessee’s prior written approval in each instance, which may be withheld in Lessee’s sole and absolute discretion:
(a) Borrow money, guaranty the debts of any third person, or mortgage, pledge, grant a security interest in or otherwise encumber all or any part of the Hotel;
(b) Enter into any lease for the use of any item of FF&E or other property;
(c) Enter into any agreement, lease, license or concession agreement for office, retail, lobby or other commercial space at the Hotel;
(d) Incur any liabilities or obligations to third parties which are unrelated to the operation, maintenance and security of the Hotel or to the performance of Operator’s responsibilities under this Agreement;
(e) Engage in collective bargaining with the bargaining representative or representatives of Hotel employees, enter into collective bargaining agreements, or modify or renew existing Union Agreements, or approve across-the-board wage increases affecting any class of Hotel Employees;
(f) Enter into any contract or other arrangement (or series of related contracts or arrangements) if (i) the contract or other arrangement would, or are reasonably anticipated to, exceed $10,000 in the aggregate, (ii) the term of such contract or other arrangement is in excess of one year, or (iii) the contract or other arrangement is not terminable by Lessee or Operator without payment or penalty upon not less than thirty (30) days’ notice, or (iv) if the contract is for the employment of any member of the Executive Staff or other Hotel Employee;
(g) Settle any casualty and insurance claims which involve, or which are reasonably estimated to involve, amounts in excess of $10,000, and any condemnation awards regardless of amount;
(h) Institute or defend any Legal Proceedings with respect to the Hotel, other than as required by Section 3.02 (h);
(i) Employ any professional firm for more than $10,000 in the aggregate except as set forth in the Annual Plan, or enter into any arrangement for the employment of any attorney or accountant;
(j) Prosecute or settle any tax claims or appeals;
(k) Purchase goods, supplies and services from itself or any Affiliate of Operator, or enter into any other transaction with an Affiliate of Operator, unless (i) such purchase from or other transaction with Operator or any Affiliate of Operator is disclosed in the Annual Plan or (ii) prior to the consummation of such transaction all of the prices and o...
Limitations on Operator’s Authority. Operator shall have no authority to do any of the following without Lessee’s prior written approval in each instance, which may be withheld in Lessee’s sole and absolute discretion:
(a) Borrow money, guaranty the debts of any third person, or mortgage, pledge, grant a security interest in or otherwise encumber all or any part of the Hotel;
(b) Enter into any lease for the use of any item of Hotel FF&E, vehicles and capital leases;
(c) Enter into any agreement, lease, license or concession agreement for office, retail, lobby or other commercial space at the Hotel;
(d) Incur any liabilities or obligations to third parties which are unrelated to the operation, maintenance and security of the Hotel or to the performance of Operator’s responsibilities under this Agreement;
(e) Enter into any collective bargaining agreement concerning any employees of the Hotel without the prior written approval of Lessee, which may be granted or withheld in its sole discretion. Upon Lessee’s approval of any such agreement, Operator shall be responsible to perform such agreements. To the extent applicable, Operator: (a) represents that it is an equal opportunity employer as described in Section 202 of Executive Order 11246 dated September 24, 1965, as amended, and as such agrees to comply with the provisions of Paragraphs 1 through 7 of Section 202 of said Executive Order during the performance of this Agreement, (b) agrees to comply with the affirmative action requirements of Part 60.741 of Title 41, Code of Federal Regulations, with respect to handicapped workers during the performance of this Agreement, (c) agrees to comply with the affirmative action requirements of Part 60.250 of Title 41, Code of Federal Regulations, with respect to Disabled Veterans and Veterans of the Vietnam Era during the performance of this Agreement, and (d) shall submit to Lessee in the form approved by the Director of the Office of Federal Contract Compliance, U.S. Department of Labor, a certification that Operator does not and will not maintain any facilities that provide for their employees in a segregated manner, or permit their employees to perform their services at any location under its control, where segregated facilities are maintained, and that Operator will obtain a similar certification from its contractors;
(f) Enter into any contract or other arrangement (or series of related contracts or arrangements) in violation of Sections 3.02(d) and (e), as applicable;
(g) Settle any casualty ins...
Limitations on Operator’s Authority. Notwithstanding the general grant of authority given to Operator under Section 2.2 above or any other provision of this Agreement and in addition to the various other provisions of this Agreement that prohibit Operator from taking certain actions, or which allow certain actions only if Lessee’s consent thereto has been obtained, Operator shall not, without the prior written Approval of Lessee, which Approval Lessee may withhold in its sole and absolute discretion (i) take any of the actions listed below unless funds therefor are set aside in the Operating Plan and Budget, or (ii) except as specifically provided below, perform any of the following actions in connection with the Hotel and on behalf of or burdening Lessee:
(a) Institute legal proceedings involving monetary Claims in excess of Twenty Five Thousand Dollars ($25,000) not covered by insurance or as to which an insurer denies coverage or “reserves rights;”
(b) Purchase goods, supplies and services from itself or an Affiliate, unless included in the approved Operating Plan and Budget and subject to the provisions contained elsewhere in this Agreement, including, without limitation, Sections 1.2, 2.2 and 2.8;
(c) Acquire any land or interest therein;
(d) Finance, refinance or mortgage any portion of the Hotel (including any equipment in connection with its operations) or the revenue due to Lessee therefrom;
(e) Sell (other than dispositions of FF&E, fixed asset supplies and operating supplies in the ordinary course of business as provided for in this Agreement), or otherwise transfer, pledge or place any lien on the Hotel or any portion thereof (other than judgment liens in favor of Operator with respect to amounts properly owed to Operator under or in connection with this Agreement);
(f) In the event of a total or partial condemnation, consent to any award or participate in any condemnation proceeding, except as expressly provided for in this Agreement;
(g) Enter into any lease, renew or allow any lease to automatically renew (unless such renewal is not optional on the part of landlord) or modify or terminate any lease;
(h) Enter into any agreement that would cause Lessee to incur pension or other employee retirement obligations after the expiration or termination of this Agreement; or
(i) Enter into any obligation that causes a lien to be placed on the Hotel or Real Property.
Limitations on Operator’s Authority. Notwithstanding Section 2.1, except for actions taken pursuant to Section 2.3, without the prior written consent of Owner, Operator shall have no authority under this Agreement or as Owner’s agent with respect to the following:
Limitations on Operator’s Authority. Notwithstanding anything contained herein to the contrary, Operator may not enter into Fractionation Agreements without the approval of the Owners, except as follows:
(a) Operator may enter into Fractionation Agreements with a term of one (1) year or less, inclusive of options to extend, if such agreements are for the primary purpose of utilizing idle fractionating capacity in spot situations for the mutual benefit of the Owners.
(b) Operator may enter into Fractionation Agreements with a term of more than one (1) year, but not more than three (3) years, without prior approval of the Owners, provided such agreements do not result in a decrease in any Owner's share of revenue per gallon fractionated or an increase in any Owner's share of the Facilities' direct operating cost per gallon fractionated. The provisions of this Paragraph 5.3(b) shall not apply to agreements including financing arrangements entered into (i) as a result of the purchase of an additional 12.5% ownership interest by El Paso or (ii) prior to or on even date of execution of this Agreement as a result of the purchase of Ownership Interests.
(c) Operator may not now or at any time in the future fractionate Raw Make for itself or its Affiliates on more favorable terms than those contained in the Fractionation Agreements between Operator and other Owners.
(d) Notwithstanding any other provisions contained herein to the contrary, Operator shall not enter into any Fractionation Agreements that would reduce the Owner's relative financial position in the Facilities' operations or involve a substantial change in the form of the Fractionation Agreement without the Owners' prior approval.
