Common use of Restrictions on Authority of Managers Clause in Contracts

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 employment by the Company of its own personnel; (x) Approval of any withdrawal or disbursement from the Company Account that is to occur on a date other than a Distribution Date; (xi) Declaring a Loan Series Termination Event, Facility Termination Event or Event of Default under a Servicing Agreement; (xii) Causing the Company to take any action permitted under a Servicing Agreement as a result of a Loan Series Termination Event, Facility Termination Event or Event of Default; (xiii) Removing any Servicer pursuant to a Servicing Agreement or selecting a successor Servicer thereunder; (xiv) Any reimbursement by the Company of any out of pocket or other expenses of any Member, other than as permitted by Section 4.1(a); (xv) The sale or transfer of all or substantially all of the Property of the Company or of any Asset or Asset Series, other than transactions expressly contemplated and permitted by the Credit Agreement; (xvi) Any material action or decision of the Company not in the ordinary course of the Company’s business. (b) The Members shall have the right to direct the Managers to take any action described in Section 5.4(a) on behalf of the Company. Upon failure of the Managers to take such action within thirty (30) days of such direction, any one of the Members shall have the right to remove such Managers pursuant to the terms of Section 5.16.

Restrictions on Authority of Managers. Certain matters described below shall be subject (a) Notwithstanding any provision in this Agreement to the prior approval of Members as more specifically set forth below. In each casecontrary, the Managers shall give to each not have authority to, and they covenant and agree that they shall not, do any of the Members written notice requesting such approval, accompanied by following acts without the consent of a description in reasonable detail supermajority of 66% 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 MembersMembership Voting Interests: (i) Cause or permit the Company to engage in any amendment of this Agreement or activity that is not consistent with the Articles purposes of the Company and any merger or consolidation of the Company with any other entity except as permitted set forth in Section 7.11.3 of this Agreement; (ii) Knowingly engage in any act in contravention of this Agreement or which would make it impossible to carry on the issuance ordinary business of additional Interests the Company, except as otherwise provided in the Company or changes to a Member’s Percentage Interest or Equity Investment Percentagethis Agreement; (iii) any transaction or other dealings between the Possess Company and any MemberProperty, or any Affiliate of any Member (unless all such transactions or other dealings shall be conducted on an arm’s length basis)assign rights in specific Company Property, for other than transactions expressly contemplated by this Agreement, the Credit Agreement or the Servicing Agreementa Company purpose; andor (iv) Cause the Company to voluntarily take 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 action that would cause a loan pursuant to Section 3.2(c)), refinancing, amendment, extension or restatement of or other modification to any indebtedness bankruptcy of the Company;. (ixb) The employment by Managers shall not have authority to, and they covenant and agree that they shall not cause the Company to, without the consent of its own personnel;a majority of the Membership Voting Interests: (xi) Approval of any withdrawal Merge, consolidate, exchange or disbursement from the Company Account that is to occur on a date other than a Distribution Date; (xi) Declaring a Loan Series Termination Event, Facility Termination Event or Event of Default under a Servicing Agreement; (xii) Causing the Company to take any action permitted under a Servicing Agreement as a result of a Loan Series Termination Event, Facility Termination Event or Event of Default; (xiii) Removing any Servicer pursuant to a Servicing Agreement or selecting a successor Servicer thereunder; (xiv) Any reimbursement by the Company of any out of pocket or other expenses of any Member, other than as permitted by Section 4.1(a); (xv) The sale or transfer otherwise dispose of all or substantially all of the Property Property, except for a liquidating sale of the Company or Property in connection with the dissolution of any Asset or Asset Series, other than transactions expressly contemplated and permitted by the Credit AgreementCompany; (xviii) Any material action or decision Issue Units at a purchase price that is less than twenty-five percent (25%) of the Company not purchase price offered to investors in the ordinary course of the Company’s business.initial registered offering of Units filed with the Securities Exchange Commission; (biii) The Members shall have the right to direct the Managers to take any action described in Section 5.4(aIssue an aggregate number of Units that is greater than one hundred twenty-five percent (125%) on behalf of the maximum number of Units to be offered to investors in the Company’s initial registered offering of Units; or (iv) Cause the Company to acquire any equity or debt securities of any Manager or any of its Affiliates, or otherwise make loans to any Manager or any of its Affiliates. Upon failure of The actions specified herein as requiring the Managers to take such action within thirty (30) days of such direction, any one consent of the Members shall have be in addition to any actions by the right to remove Manager that are specified in the Act as requiring the consent or approval of the Members. Unless otherwise required by this Agreement or the Act, any such Managers pursuant to required consent or approval may be given by a vote of a majority of the terms of Section 5.16Membership Voting Interests.

Restrictions on Authority of Managers. Certain matters described The Company will not take any of the acts enumerated below shall be subject or cause or permit the Partnership to the prior approval of Members as more specifically set forth below. In each casetake similar acts, unless proposed by the Managers shall give to each and approved by Emeritus or unless requested by Emeritus and approved by Emeritus and Members holding a majority of the Members written notice requesting such approvaloutstanding Interests, accompanied by a description in reasonable detail with or without the concurrence 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 MembersManagers: (i) any amendment The sale, exchange, or other disposition of this Agreement entity assets having a fair market value of $50,000.00 or the Articles of the Company and any merger or consolidation of the Company with any other entity except as permitted in Section 7.1more; (ii) the issuance The sale, exchange, or other disposition of additional Interests in the Company or changes to a Member’s Percentage Interest or Equity Investment Percentageany real estate assets; (iii) any transaction or other dealings between the Company and any Member, or any Affiliate The incurrence of any Member indebtedness by the entity, whether secured or unsecured, recourse or nonrecourse, in an amount of $100,000.00 or more (unless all such transactions standing authorization may be given for certain accounts receivable financing or other dealings shall be conducted on an arm’s length basisa permanent line of credit for the benefit of the entity), other than transactions expressly contemplated by this Agreement, the Credit Agreement or the Servicing Agreement; and; (iv) any Any decision regarding to expand or broaden the amendment, modification or termination scope 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, entity's business beyond that specifically authorized in the Credit Agreement or the Servicing Agreemententity's organizational documents; (v) The approval Any expenditures for capital improvements or rejection assets in excess 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$50,000.00; (vi) The financing approval of an annual budget for the entity, with the Managers being authorized to expend funds consistent with the annual budget as long as such expenditures do not exceed 5% of the budgeted amounts; (vii) Decisions regarding any claims made by or against the entity, including, but not limited to, decisions regarding the prosecution, settlement, or other disposition of such claims; (viii) The response to any governmental investigation, inquiry, action, or the like affecting the business and affairs of the entity; (ix) Entering into a joint venture, partnership, limited partnership, or other business arrangement with any third party to conduct the entity's business; (x) The admission of any Company business new Member to the entity (except to the extent that such admission is expressly authorized under this Agreement); (xi) Any encumbrance, mortgage, pledge, or pledge granting of a security interest or lien in any Company Property, including any borrowings real or indebtednesspersonal property owned or to be owned by the entity, except pursuant to the Credit Agreement and for transactions expressly contemplated and extent such security interest or lien is granted to secure entity financing permitted by this Agreement and the terms of the Credit Agreement; (viixii) The making execution of any loan guaranty by the Companyentity of another's obligations; (viiixiii) 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 The dissolution and winding up of the Company; (ix) The employment by the Company of its own personnel; (xxiv) Approval of any the withdrawal or disbursement from the Company Account that is to occur on a date other than a Distribution Date; (xi) Declaring a Loan Series Termination Event, Facility Termination Event or Event of Default under a Servicing Agreement; (xii) Causing the Company to take any action permitted under a Servicing Agreement as a result of a Loan Series Termination Event, Facility Termination Event or Event of Default; (xiii) Removing any Servicer pursuant to a Servicing Agreement or selecting a successor Servicer thereunder; (xiv) Any reimbursement by the Company of any out of pocket or other expenses of any Member, other than as permitted by Section 4.1(a)Manager; (xv) The sale or transfer Appointment of all or substantially all of the Property of the Company or of any Asset or Asset Series, other than transactions expressly contemplated and permitted by the Credit Agreementa new Manager; (xvi) Any material action or decision Continuation of the Company not in the ordinary course of the Company’s businessaccordance with Section 16.1(d); . (bxvii) The Members shall have the right to direct the Managers to take acquisition of any action described in Section 5.4(areal property; (xviii) on behalf Developing a Project other than an Alzheimer's facility; (xix) The engagement of the Company. Upon failure of Manager or any Affiliate thereof to enter into a transaction with, or to provide goods, materials, or services to the Managers entity (except to take the extent that such action within thirty (30) days of such direction, any one of the Members shall have the right to remove such Managers pursuant to transaction is expressly permitted by the terms of Section 5.16this Agreement or the written contracts contemplated hereby); and (xx) The issuance of any equity securities by the Company or the Partnership.