Restrictions on Authority of Managing Member Sample Clauses

Restrictions on Authority of Managing Member. (a) Notwithstanding any other provision of this Agreement, without the consent of all of the Class A Limited Members (and, in the case of clauses (v), (ix), (xiv), (xv), (xvi) and (xvii) below, without the consent of the Independent Director, if any), the Company shall not, and the Managing Member shall not be authorized to, nor shall the Managing Member permit or cause the Company to, nor shall the Company permit or cause any of its Subsidiaries to, take any of the following actions: (i) Any act that would be in contravention of the Agreement or any Transaction Document or, if on behalf of the Company or any of its Subsidiaries, inconsistent with the purposes of the Company or any of its Subsidiaries; (ii) Any act that would, to the Managing Member’s knowledge, make it impossible to carry on the normal business of the Company or any of its Subsidiaries; (iii) Possess or assign rights in the Property for other than a purpose of the Company or any of its Subsidiaries; (iv) Perform any act that would subject any Member to liability for the liabilities or obligations of the Company or any of its Subsidiaries; (v) Cause or permit the Company or any of its Subsidiaries to incur, assume, Guarantee, or otherwise become liable for any Indebtedness (other than Permitted Indebtedness) or create any Liens (other than Permitted Liens) on any Property; (vi) Make any loan or other advance of money to any Person (other than Permitted Loans) or Guarantee obligations of any Person; (vii) Acquire, by purchase or contribution: (A) any assets other than Permitted Assets, (B) any Permitted Asset that is in default at the time of its acquisition, (C) the capital stock issued by any Subsidiary other than a direct or indirect wholly owned Subsidiary, or (D) in the case of any Subsidiary of the Company, Permitted Assets described in clauses (vii) through (xii) and clause (xv) of the definition of “Permitted Assets”; (viii) Make, purchase or acquire by contribution any Permitted Loans unless (A) the borrowing evidenced by such Permitted Loan has been duly authorized by all required corporate action, such action has been duly certified by the secretary or assistant secretary of the borrower, and such certification has been delivered to the Company together with certificates as to incumbency and due authorization of the officers of the borrower authorized to execute and deliver such Permitted Loan, (B) such Permitted Loan is legal, valid, binding and enforceable in accordance with it...
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Restrictions on Authority of Managing Member. Except with the prior written consent of all of the Members, the Managing Member shall not have the authority to: (a) do any act in contravention of this Agreement; (b) knowingly perform any act that would subject any Member to personal liability for debts or obligations of the Company in any jurisdiction; (c) engage in any activity which substantially changes the nature of the Company’s business; (d) sell all or a substantial portion of the Property of the Company; (e) merge or consolidate the Company with or into another entity; (f) convert the Company, by whatever means, into a corporation or another form of business entity; or (g) dissolve or liquidate the Company.
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Restrictions on Authority of Managing Member. Without the prior approval of the Majority in Interest, the Managing Member shall not: (a) Sell, exchange, lease or otherwise dispose of all or a substantial part of the assets of the Company other than in the ordinary course of the Company's business; (b) Incur indebtedness other than the Mortgage Loan in the name of the Company, other than in the ordinary course of the Company's business; (c) Engage in any transaction not expressly contemplated by this Agreement in which the Managing Member has an actual or potential conflict of interest with the Investor Member; (d) Admit a Managing Member, or elect to continue the Company's business after a Managing Member ceases to be a Managing Member (other than by removal) where there is no remaining or surviving Managing Member; (e) Contract away the fiduciary duty owed to the Investor Member at common law; (f) Take any action which would cause the Project to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Project, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Investor Member to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (g) Make any expenditure of funds, or commit to make any such expenditures, other than in response to an emergency, except as provided for in the annual budget approved by the Special Member, as provided in Section 14.3(i) hereof; (h) Cause the merger or other reorganization of the Company; or (i) Dissolve the Company, except as provided in this Agreement.
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Restrictions on Authority of Managing Member. Notwithstanding any power or authority granted the Managing Member under the LLC Act, the Chaparral Certificate of Formation or this Chaparral LLC Agreement, during the period commencing on the Earn-Out Period Commencement Date and ending on the Earn-Out Period Termination Date, (i) the Managing Member shall not have the authority to, and covenants and agrees that it shall not, take any of the following actions without the consent of all of the Members: (x) cause or permit Chaparral or Mesquite to acquire (by purchase, contribution or exchange) any additional assets, (y) cause or permit Chaparral or Mesquite to incur any additional Indebtedness, or (z) cause or permit Chaparral or Mesquite to make any Dispositions other than (1) Dispositions to provide Cash to be Distributed to Chaparral for the purpose of enabling Chaparral to make Distributions under Section 5.1(b) and (2) Dispositions of the type described in clause (B), (C), or (E) of Section 6.3(e), and (ii) the Managing Member, on behalf of Chaparral as sole member of Mesquite, shall cause Mesquite to distribute to Chaparral all Available Cash of Mesquite to the extent permitted to be distributed in accordance with the Mesquite Financing Documents (other than Mesquite Specified Credit Documents) and the Transaction Documents.
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Restrictions on Authority of Managing Member. Without the Consent of the Special Member the Managing Member shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the Company; (c) engage in any transaction not expressly contemplated by this Agreement in which the Managing Member has an actual or potential conflict of interest with the Investor Member or the Special Member; (d) contract away the fiduciary duty owed to the Investor Member and the Special Member at common law; (e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Investor Member to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Member, as provided in Section 14.3(g) hereof; (g) cause the merger or other reorganization of the Company; (h) dissolve the Company; (i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Company; (k) pay any salary, fees or other compensation to a Managing Member or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (l) terminate the services of the Accountant or Management Agent, or terminate, amend or modify the Project Document, or grant any material waiver or consent thereunder; (m) cause the Company to redeem or repurchase all or any portion of the Interest of a Member; (n) cause the Company to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Company to make loans to the Managing Member or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or agai...
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Restrictions on Authority of Managing Member. Notwithstanding any power or authority granted the Managing Member under the LLC Act, the Diamond Certificate of Formation or this Diamond LLC Agreement, during the Extension Period, (i) the Managing Member shall not have the authority to, and covenants and agrees that it shall not, take any of the following actions without the consent of all of the Members: (x) cause or permit Diamond, Diamond Holdings, Aquamarine or Peridot to acquire (by purchase, contribution, exchange or otherwise) any additional assets, (y) cause or permit Diamond, Diamond Holdings, Aquamarine or Peridot to incur any additional Permitted Financial Obligations, or (z) cause or permit Diamond, Diamond Holdings, Aquamarine or Peridot to make any Dispositions other than (1) Dispositions to provide Cash to be Distributed to Diamond for the purpose of enabling Diamond to make Distributions under Section 5.1(b) and (2) Dispositions by Aquamarine of interests in Project Companies of the type described in clause (A), (B), (E) or (F) of Section 6.3(e), (ii) the Managing Member, on behalf of Diamond as sole member of Aquamarine, shall cause Aquamarine to Distribute to Diamond all Available Cash of Aquamarine to the extent permitted to be Distributed in accordance with the Aquamarine Financing Documents (other than Aquamarine Specified Credit Documents) and the Transaction Documents and (iii) the Managing Member, on behalf of Diamond as sole member of Peridot, shall cause Peridot to Distribute to Diamond all Available Cash of Peridot.
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Restrictions on Authority of Managing Member 
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Related to Restrictions on Authority of Managing Member

  • 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.

  • 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.

  • 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.

  • Restrictions on Activities of the Trust Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall not, and none of the Trustee, the Delaware Trustee, the Company or the Servicer shall knowingly cause the Trust to, do any of the following: (i) engage in any business or activity other than those set forth in Section 2.01; (ii) incur or assume any indebtedness except for such indebtedness that may be incurred by the Trust in connection with the execution or performance of this Agreement or any other agreement contemplated hereby; (iii) guarantee or otherwise assume liability for the debts of any other party; (iv) do any act in contravention of this Agreement or any other agreement contemplated hereby to which the Trust is a party; (v) do any act which would make it impossible to carry on the ordinary business of the Trust; (vi) confess a judgment against the Trust; (vii) possess or assign the assets of the Trust for other than a Trust purpose; (viii) cause the Trust to lend any funds to any entity, except as contemplated by this Agreement; or (ix) change the purposes and powers of the Trust from those set forth in this Agreement.

  • 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.

  • Restrictions on Transfer of Limited Partnership Interests (a) Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Units pursuant to this Article 9 or pursuant to an exchange of all of its Partnership Units pursuant to Section 8.4. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner. (c) Subject to 9.2(d), (e) and (f) below, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such Person(s), of which trust such Limited Partner or any such Person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners. (d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code. (f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (g) Any Transfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. (h) Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

  • 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.

  • 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.

  • Restrictions on Owners' Power The Owners shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the other Basic Documents or would be contrary to the purpose of the Issuer as set forth in Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given.

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