Common use of Reserved Powers of the Member Clause in Contracts

Reserved Powers of the Member. Notwithstanding the foregoing, the following actions shall require the approval of the Member: 1. Appointment and removal of members of the Board of Governors; 2. Adoption of and amendment to this Agreement; 3. The merger with, acquisition or sale of, the Company to any other corporate entity or person; 4. The sale, lease, encumbrance or other disposition of substantially all of the assets of the Company or any facility or division operated by the Company; 5. A filing for bankruptcy or insolvency, dissolution, conversion or liquidation of the Company; 6. Expansion of the purposes of the Company as currently set forth in this Agreement and the Company’s Certificate of Organization; 7. Commencement or cessation of a business activity that is inconsistent with the purposes of the Company as set forth in the Company’s Certificate of Organization and this Agreement; 8. Approval of and amendments to the annual operating and capital budgets of the Company; 9. Expenditures in excess of the Company’s approved annual operating budget; 10. Incurrence of indebtedness in excess of $100,000, individually, or in the aggregate in any given year; 11. Any single contractual commitment with an annual payment obligation (principal plus interest) in excess of $100,000; 12. Any collective contractual commitments with a single person or entity (including its affiliates) with annual payment obligations in excess of $100,000 in the aggregate; and 13. Transactions imposing personal obligations on the Member.