Restrictions on Authority of Managers. (a) Without the prior written consent of the Member, the Managers have no 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) possess Company property, or assign rights in specific Company property, for other than a Company purpose;
(iv) knowingly perform any act that would subject the Member to liability for the obligations of the Company in any jurisdiction;
(v) amend this Agreement or the Certificate;
(vi) dissolve the Company;
(vii) initiate proceedings to have the Company adjudicated insolvent or file a voluntary petition for relief under Title 11, United States Code (11 U.S.C. §§ 101 et seq.); file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the Company’s property, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action;
(viii) require additional capital contributions;
(ix) admit new Members or cause the withdrawal of the Member;
(x) remove or replace a Manager;
(xi) transfer all or substantially all of the Company’s property; provided, however, that the foregoing shall in no way limit the Managers’ ability to pledge or grant a security interest in the Company’s property; or
Restrictions on Authority of Managers. Certain matters described below shall be subject to the prior approval of Members as more specifically set forth below. In each case, the Managers shall give to each of the Members written notice requesting such approval, accompanied by a description in reasonable detail of the matter set forth below. For purposes of Section 5.4(a), when reference is made to transactions expressly contemplated by the Credit Agreement or the Servicing Agreement, the applicable sections of the Credit Agreement and Servicing Agreement shall be deemed to be incorporated into this Agreement by reference and shall survive the termination of the Credit Agreement and Servicing Agreement.
(a) The following matters shall require the approval of a Super-Majority in Interest of the Members:
(i) any amendment of this Agreement or the Articles of the Company and any merger or consolidation of the Company with any other entity except as permitted in Section 7.1;
(ii) the issuance of additional Interests in the Company or changes to a Member’s Percentage Interest or Equity Investment Percentage;
(iii) any transaction or other dealings between the Company and any Member, or any Affiliate of any Member (unless all such transactions or other dealings shall be conducted on an arm’s length basis), other than transactions expressly contemplated by this Agreement, the Credit Agreement or the Servicing Agreement; and
(iv) any decision regarding the amendment, modification or termination of the Servicing Agreement, and any decision regarding approval of any Asset subservicer or any agreements with respect thereto, other than transactions expressly contemplated or permitted by this Agreement, the Credit Agreement or the Servicing Agreement;
(v) The approval or rejection of any proposed acquisition of Assets or Property by the Company, other than transactions expressly contemplated by the Credit Agreement in compliance with an Approved Borrowing Request;
(vi) The financing of any Company business or pledge of any Company Property, including any borrowings or indebtedness, except pursuant to the Credit Agreement and for transactions expressly contemplated and permitted by this Agreement and the Credit Agreement;
(vii) The making of any loan by the Company;
(viii) Any financing (excluding any financing pursuant to the Credit Agreement, but including a loan pursuant to Section 3.2(c)), refinancing, amendment, extension or restatement of or other modification to any indebtedness of the Company;
(ix) The...
Restrictions on Authority of Managers. Without the prior written consent of the Member, the Managers have no authority to:
Restrictions on Authority of Managers. The parties agree that Section 3.1.7 of the Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof, the following:
Restrictions on Authority of Managers. In addition to any other consent requirements contained in the Act, the Articles or this Agreement:
A. Each Manager shall not have the authority to, and covenants and agrees that it shall not, do any of the following acts without the unanimous consent of the Members:
(1) Knowingly do any act in contravention of this Agreement or without the consent of the Members as required by this Agreement;
(2) Knowingly do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement;
(3) Confess a judgment against the Company in an amount in excess of $5,000.00;
(4) Possess Company property, or assign rights in specific Company property, for other than a Company purpose;
(5) Knowingly perform any act that would subject any Member to personal liability in any jurisdiction; or
(6) Cause the Company to voluntarily take any action that would cause a Bankruptcy of the Company.
B. Each Manager shall not have the authority to, and covenants and agrees that it shall not, do any of the following acts without the consent of a Majority of the Managers in addition to any required consent of the Members:
(1) Determining the amount, if any, and timing of any guaranteed payments to Members;
(2) Determining the Net Cash from Operations and the Net Cash from Sales and Refinancings available for and the timing of distributions;
(3) Expelling a Member;
(4) Incurring any debt in any single transaction in excess of $5,000.00;
(5) Causing the Company to make any capital expenditure in any single transaction in excess of $5,000.00; or
(6) Taking or approving any action or transaction which is reserved to the Managers by the Act, the Articles, or this Agreement without any express statement of the extent of Manager action required;
Restrictions on Authority of Managers. Without first obtaining the approval of the holders of a Majority in Interest of all the Members, the Managers shall not cause or permit the Company to take any of the following actions: (i) the authorization or sale of additional Membership Interests in the Company; (ii) the amendment of the Articles of Organization or to this Agreement; (iii) any merger, consolidation, acquisition, affiliation, sale of assets, share or interest exchange, or other transaction authorized by or subject to the provisions of Part Ten of the Act; (iv) authorization of any loans, guarantees or incurrence of debt or the sale, mortgage, or encumbrance of any real or personal property owned by the Company; (v) the commencement of any litigation or other legal proceeding, or the settlement, disposition of termination of any such litigation or other legal proceeding or of any claim or threat of litigation or other legal proceeding not fully covered by insurance; (vi) the adoption of or approval of amendments or changes to the Articles of Organization or this Agreement; or (vii) approval of any contracts to purchase or provide professional or billing and collection services. In addition, without first obtaining the Unanimous Consent of the Members, the Managers shall not cause or permit the Company to take any of the following actions: (i) a voluntary dissolution of the Company, or (ii) the authorization of any transaction, agreement or action on behalf of the Company that is unrelated to its purpose as set forth in this Agreement or the Articles of Organization or that otherwise contravenes this Agreement.
Restrictions on Authority of Managers. In addition to any other matters provided herein, the Managers shall not be authorized to act with respect to the following (each a “Restricted Transaction”):
(a) Engaging in any business or activity other than the ownership, development and operation of the Project; Person;
(b) The approval of a merger or consolidation of the Company with another
(c) Change of the status of the Company from one in which management is vested in the Managers to one in which management is vested in the Members;
(d) Return to a Member, or withdrawal by a Member, of any Capital Account;
(e) Borrowing, or allowing any Affiliate of a Manager to borrow, money from the Company;
(f) Selling property to the Company, or acquiring or allowing an Affiliate of the Manager to acquire any property from the Company;
(g) Lending money to the Company, or allowing an Affiliate of a Manager to lend money to the Company;
(h) Using or possessing Company funds or property, or transferring or assigning the Company’s rights in specific Company property, for other than authorized purposes;
(i) Dissolving, liquidating and/or winding up the Company;
(j) Confessing a judgment against the Company for amounts in excess of $100,000;
(k) Amending this Agreement, except as provided in Section 9.8 hereof; or
(l) Making an assignment for the benefit of creditors, petitioning or applying for the appoint of a custodian, trustee, receiver or liquidator for the Company or commencing any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction. The approval of Members holding a Supermajority in Interest shall be required for any Restricted Transaction, as set forth above.
Restrictions on Authority of Managers. The Company will not take any of the acts enumerated below or cause or permit any of its Subsidiaries to take similar acts, unless proposed by the Managers and approved by Emeritus or unless requested by Emeritus and approved by Emeritus and Members holding a majority of the outstanding 18
Restrictions on Authority of Managers. Without the written consent of the Member, the Managers 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;
(c) confess a judgment against the Company;
(d) admit an additional Member, except as provided in this Agreement;
(e) knowingly perform any act that would subject the Member to liability;
(f) alter the purposes of the Company as set forth in Article IV;
(g) possess any property or assign the rights of the Company in specific property for other than a Company purpose;
(h) employ, or permit to employ, the funds or assets of the Company in any manner except for the exclusive benefit of the Company;
(i) commingle the Company funds with those of any other Person;
(j) amend this Agreement;
(k) merge the Company into or with another limited liability company; or
(l) make any loans of Company funds.
Restrictions on Authority of Managers. The Managers shall not take any of the following actions without first obtaining the written consent or approval of a Super Majority in Interest of Members:
(a) do any act in contravention of this Agreement;
(b) execute or deliver any assignment for the benefit of the creditors of the Company;
(c) confess a judgment against the Company;
(d) merge or consolidate the Company with or into any other corporation, partnership, limited liability company or other entity or enter into any other transaction which involves a change in control or reorganization of the Company;
(e) sell all or substantially all of the assets of the Company, in one transaction or a series of transactions;
(f) dissolve, liquidate and terminate the business of the Company;
(g) amend this Agreement or the Articles of Organization; or
(h) authorize any contract or transaction with any Member on terms less favorable to the Company than would be the case if such contract or transaction involved only third parties not affiliated with any Member.
