Common use of Members Shall Not Have Power to Bind Company Clause in Contracts

Members Shall Not Have Power to Bind Company. No Member shall transact business for the Company nor shall any Member have the power or authority to sign, act for or bind the Company, all of such powers being vested solely and exclusively in the Manager and the Management Committee, provided that (i) each of Whitehall and WCPT, acting alone, shall have the authority to sell or cause the sale of Properties, Subsidiaries of the Company and/or the Company itself as set forth in Section 8.2, (ii) Whitehall, acting alone, shall have the authority to sell or cause the sale of Properties, Subsidiaries of the Company and/or the Company itself as set forth in Sections 8.2 and 9.1, and (iii) Whitehall shall have the right to appoint a new Manager as provided in Section 9.1.

Appears in 3 contracts

Samples: Operating Agreement (Whwel Real Estate Lp), Operating Agreement (Wellsford Real Properties Inc), Operating Agreement (Wellsford Real Properties Inc)

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Members Shall Not Have Power to Bind Company. No Member shall transact business for the Company nor shall any Member have the power or authority to sign, act for or bind the Company, all of such powers being vested solely and exclusively in the Manager and the Management Committee, provided that (i) each Member of the Whitehall Group, acting alone, and WCPT, acting alone, shall have the authority to sell or cause the sale of Properties, Subsidiaries of the Company and/or the Company itself as set forth in Section 8.2, (ii) Whitehall, acting alone, the Members of the Whitehall Group shall have the authority to sell or cause the sale of Properties, Subsidiaries of the Company and/or the Company itself as set forth in Sections 8.2 and 9.1, and (iii) either WHWEL or Whitehall XI shall have the right to appoint a new Manager as provided in Section 9.1.

Appears in 1 contract

Samples: Operating Agreement (Whwel Real Estate Lp)

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Members Shall Not Have Power to Bind Company. No Member shall transact business for the Company nor shall any Member have the power or authority to sign, act for or bind the Company, all of such powers being vested solely and exclusively in the Manager and the Management Committee, provided PROVIDED that (i) each Member of the Whitehall Group, acting alone, and WCPT, acting alone, shall have the authority to sell or cause the sale of Properties, Subsidiaries of the Company and/or the Company itself as set forth in Section 8.2, (ii) Whitehall, acting alone, the Members of the Whitehall Group shall have the authority to sell or cause the sale of Properties, Subsidiaries of the Company and/or the Company itself Exhibit 10.50 Page 48 as set forth in Sections 8.2 and 9.1, and (iii) either WHWEL or Whitehall XI shall have the right to appoint a new Manager as provided in Section 9.1.

Appears in 1 contract

Samples: Operating Agreement (Wellsford Real Properties Inc)

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