Member Approval of Certain Acts. The Managers shall have the power and authority, but only upon the unanimous written consent of all Members, on behalf of the Company: 12.5.1 to amend or modify any of the documents executed in connection with the Construction Loan at the Construction Loan Closing or to waive any rights under such documents; 12.5.2 to borrow money or incur any indebtedness (other than the Construction Loan) or to grant any liens on any assets of the Company; 12.5.3 to enter into any agreements with affiliates of the Managers other than the Approved Affiliate Agreements; 12.5.4 to amend or modify the Approved Affiliate Agreements or to waive any rights thereunder; 12.5.5 except for the Management Agreement, to execute any agreement which will impose any obligations on the Company which will survive the Final Closing Date; and 12.5.6 to sell or dispose of any portion of the Project or any other material assets of the Company.
Appears in 5 contracts
Samples: Operating Agreement (Wellsford Residential Property Trust), Operating Agreement (Wellsford Real Properties Inc), Operating Agreement (Equity Residential Properties Trust)