Restrictions on Authority of Manager Sample Clauses

Restrictions on Authority of Manager. In addition to other acts expressly prohibited or restricted by this Agreement or by law, the Manager shall have no authority to act on behalf of the Company and is expressly prohibited from the following: a. Doing any act in contravention of this Agreement; b. Doing any act which would make it impossible to carry on the ordinary business of the Company, other than as permitted in this Agreement; c. Seizing Company property or assigning the rights of the Company and specific Company property for other than a Company purpose; d. Admitting a person as a Member except as provided in this Agreement; e. Performing any act (other than an act required by this Agreement or an act taken in good faith or in reliance upon counsel's opinion) which would, at the time such act occurred, subject any Member to liability as a general partner in any jurisdiction; f. Without the unanimous approval of the Board, engaging any broker, property manager or property management firm to lease, manage, develop or otherwise supervise the day-to-day operations of the Project.
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Restrictions on Authority of Manager. Without the consent of a Majority in Interest, the Manager has no authority to: (a) do any act in contravention of this Agreement; (b) do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (c) possess Company assets, including the Property, or assign rights in specific Company assets, for other than a Company purpose; (d) knowingly perform any act that would subject any Member to liability for the obligations of the Company in any jurisdiction; (e) amend this Agreement or the Certificate; or (f) dissolve the Company.
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Restrictions on Authority of Manager. The Manager shall not have the authority to do any of the following acts with respect to any Accounts in which Members have an interest as described in Section 1.6 and schedules to this Agreement without the unanimous approval of all of the Members having an interest in that Account: (i) approve the merger, exchange or consolidation of the Company with any Entity; or (ii) (A) sell or otherwise transfer any Lease, or (B) terminate any Lease which would cause the Company to be responsible for damages; (iii) cause the Dissolution of the Company; (iv) require additional Capital Contributions from the Members; (v) incur any indebtedness; (vi) amend this Operating Agreement or any of the Company’s other organizational documents; (vii) perform any act in contravention of this Operating Agreement; (viii) cause the Company to admit any additional Members or Managers other than as expressly authorized under this Operating Agreement. (ix) settle a claim against the Company on any basis that requires the Company to pay an amount in excess of $10,000.00; (x) acquire, possess, transfer or encumber property in the name of the Company for other than a Company purpose; (xi) cause the Company to take voluntarily any action that would necessarily result in the Company’s becoming a debtor in a proceeding under any chapter of the federal Bankruptcy Code, as amended from time to time. (xii) cause a change in the nature of the Company’s business; (xiii) cause the Company to make any capital expenditure in excess of $10,000.00 in any single transaction or series of related transactions; (xiv) write any checks or make any withdrawals in excess of $10,000 from any bank account of the Company, except to pay obligations under Leases incurred in the ordinary course of the Company’s business; (xv) make liquidating distributions in kind on any basis other than as provided in this Agreement; or (xvi) cause the Company to take any action which would violate the Company’s obligations under the Agreement Regarding Assets.
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Restrictions on Authority of Manager. Without the Consent of the Members, the Manager shall not have the authority to: (a) do any act in contravention of this Agreement; (b) do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (c) knowingly perform any act that would subject any Member to liability in any jurisdiction.
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Restrictions on Authority of Manager. Without the approval of the Members owning at least fifty-one percent (51%) of the Units of the Company, the Manager shall not have the authority to: (a) do any act in contravention of this Agreement which affects the rights or obligations of the Members; (b) do any act which would make it impossible to carry on the ordinary business of the Company; (c) possess Company property for other than a Company purpose; (d) cause the Company to voluntarily take any action that would cause a Bankruptcy of the Company; or (e) dissolve the Company, otherwise than as provided in this Agreement. 8. BOOKS AND RECORDS, ACCOUNTING,
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Restrictions on Authority of Manager. Without the written consent of all of the Members, the Manager shall not have the authority to: (a) borrow money in excess of amounts set forth in the Business Plan; (b) sell any asset of the Company (or assets, in related transactions) having a fair market value in excess of Five Hundred Thousand Dollars ($500,000.00); (c) enter into any contract involving an anticipated total commitment or expenditure of over One Hundred Thousand Dollars ($100,000.00); (d) do any act which would make it impossible to carry on the ordinary business of the Company; (e) compromise any claim against the Company over Fifty Thousand Dollars ($50,000.00); (f) admit a person as a Member; (g) knowingly perform any act that would subject a Member to personal liability; (h) amend the Articles of Organization; (i) approve any Business Plan for the Company; (j) increase the compensation of Monika (as defined in the Member Agreement) or any other officer above the level set forth in the Business Plan; or (k) enter the Company into new business ventures, alliances or teaming agreements.
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Restrictions on Authority of Manager. Without the consent of all the Members, the Manager shall not have the authority to: (a) do any act in contravention of this Agreement; (b) confess a judgment against the Company; (c) knowingly perform any act that would subject any Unit Holder to any personal liability; (d) alter the primary purpose of the Company as set forth in Section 2.3; (e) receive from the Company a rebate or commission, or participate in any reciprocal business arrangement which would enable the Manager or any Affiliate of the Manager to do so; (f) possess any Property, or assign the rights of the Company in Property, for other than a Company purpose; (g) employ or permit the employ of the funds or assets of the Company in any manner except for the exclusive benefit of the Company; (h) commingle Company funds with those of any other Person; or (i) take any action or file any election which would cause the Company to be treated as an association taxable as a corporation under the Code. The Manager shall not (i) sell, exchange, or otherwise dispose of all or substantially all of the assets of the Company, (ii) vote to merge the Company into or with any other entity, or (iii) permit the Property to be used by anyone other than the Members and their spouses without the consent or approval of a majority of the Class A Common Members; the Manager, if also a Class A Common Member, being allowed to vote and the Units of such Manager being counted in the total outstanding Units for purposes of determining a majority; provided, however, that the Manager may lease all or substantially all of the Property upon such terms and conditions as the Manager deems in the best interests of the Company.
Sample 1
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Restrictions on Authority of Manager. (a) Without the consent of the Managing Member, the Manager(s) shall not have the authority to: (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (iii) cause the Company to possess Property for other than a Company purpose; or (iv) knowingly perform any act that would subject any Member to liability in any jurisdiction. (b) Without the consent of the Managing Member, the Manager(s) shall not have the authority to sell or otherwise dispose of all or substantially all of the property, except for a liquidating sale of Property in connection with the dissolution of the Company.
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Restrictions on Authority of Manager 
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Related to Restrictions on Authority of Manager

  • Limitations on Authority The authority of the Board over the conduct of the business affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

  • Restrictions on General Partner’s Authority A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

  • Reliance upon Authority Prior to the Closing Date, the Borrowers shall deliver to the Agent, a notice setting forth the account of the Borrowers (“Designated Account”) to which the Agent is authorized to transfer the proceeds of the Revolving Loans requested hereunder. The Borrowers may designate a replacement account from time to time by written notice. All such Designated Accounts must be reasonably satisfactory to the Agent. The Agent is entitled to rely conclusively on any person’s request for Revolving Loans on behalf of the Borrowers, so long as the proceeds thereof are to be transferred to the Designated Account. The Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by the Borrowers to make such requests on its behalf.

  • Limitation on Authority A. Grantee shall not have any authority to act for or on behalf of the System Agency or the State of Texas except as expressly provided for in the Grant Agreement; no other authority, power, or use is granted or implied. Grantee may not incur any debt, obligation, expense, or liability of any kind on behalf of System Agency or the State of Texas. B. Grantee may not rely upon implied authority and is not granted authority under the Grant Agreement to: i. Make public policy on behalf of the System Agency; ii. Promulgate, amend, or disregard administrative regulations or program policy decisions made by State and federal agencies responsible for administration of a System Agency program; or iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas Legislature on behalf of the System Agency regarding System Agency programs or the Grant Agreement. However, upon System Agency request and with reasonable notice from System Agency to the Grantee, the Grantee shall assist the System Agency in communications and negotiations regarding the Work under the Grant Agreement with state and federal governments.

  • Restrictions on chartering, appointment of managers etc The Borrower shall procure that no Owner shall: (a) let the Ship owned by it on demise charter for any period; (b) other than the relevant Initial Charterparty or Future Charterparty, enter into any time or consecutive voyage charter in respect of the Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 11 months; (c) change the terms on which the Ship owned by it is employed or the identity of the person by whom that Ship is employed; (d) enter into any charter in relation to the Ship owned by it under which more than 2 months’ hire (or the equivalent) is payable in advance; (e) charter the Ship owned by it otherwise than on bona fide arm’s length terms at the time when the Ship is fixed; (f) appoint a manager of the Ship owned by it other than an Approved Manager or agree to any alteration to the terms of an Approved Manager’s appointment; (g) de-activate or lay up the Ship owned by it; or (h) put the Ship owned by it into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed $250,000 (or the equivalent in any other currency) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on the Ship or her Earnings for the cost of such work or otherwise.

  • Corporation Authorization The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.

  • Restrictions on Nature of Business The Borrower will not engage in any line of business materially different from that presently engaged in by the Borrower and will not purchase, lease or otherwise acquire assets not related to its business.

  • Organization; Authority Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

  • Information Authorization Your enrollment in the applicable Service may not be fulfilled if we cannot verify your identity or other necessary information. Through your enrollment in or use of each Service, you agree that we reserve the right to request a review of your credit rating at our own expense through an authorized bureau. In addition, and in accordance with our Privacy Policy, you agree that we reserve the right to obtain personal information about you, including without limitation, financial information and transaction history regarding your Eligible Transaction Account. You further understand and agree that we reserve the right to use personal information about you for our and our Service Providers’ everyday business purposes, such as to maintain your ability to access the Service, to authenticate you when you log in, to send you information about the Service, to perform fraud screening, to verify your identity, to determine your transaction limits, to perform collections, to comply with laws, regulations, court orders and lawful instructions from government agencies, to protect the personal safety of subscribers or the public, to defend claims, to resolve disputes, to troubleshoot problems, to enforce this Agreement, to protect our rights and property, and to customize, measure, and improve the Service and the content and layout of the Site. Additionally, we and our Service Providers may use your information for risk management purposes and may use, store and disclose your information acquired in connection with this Agreement as permitted by law, including (without limitation) any use to effect, administer or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability. We and our Service Providers shall have the right to retain such data even after termination or expiration of this Agreement for risk management, regulatory compliance, or audit reasons, and as permitted by applicable law for everyday business purposes. In addition, we and our Service Providers may use, store and disclose such information acquired in connection with the Service in statistical form for pattern recognition, modeling, enhancement and improvement, system analysis and to analyze the performance of the Service. The following provisions in this Section apply to certain Services:

  • Representation on Authority of Parties/Signatories Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms.

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