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:
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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:
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Restrictions on Authority of Managing Member. Without the prior approval of the Majority in Interest, the Managing Member shall not:
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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. 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 
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Related to Restrictions on Authority of Managing Member

  • Restrictions on Authority (a) Notwithstanding any other Section of this Agreement, the General Partner shall have no authority to perform any act in violation of any applicable law, Agency or other government regulations, the requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Regulations or requirements of any Lender, the terms of such Regulations or the requirements of such Lender, as the case may be, shall govern. Subject to the provisions of Section 6.2(b), the General Partner, acting in its capacity as General Partner, shall not have the authority, without the Consent of the Special Limited Partner:

  • Limitations on Authority (a) The authority of the Member 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 this Agreement, including, without limitation:

  • Reliance on Authority of Person Signing Agreement In the event that a Member is not a natural person, neither the Company nor any Member will (a) be required to determine the authority of the individual signing this Agreement to make any commitment or undertaking on behalf of such Person or to determine any fact or circumstance bearing upon the existence of the authority of such individual, or (b) be required to see to the application or distribution of proceeds paid or credited to individuals signing this Agreement on behalf of such Entity.

  • Restrictions on chartering, appointment of managers etc No Borrower shall, in relation to the Ship owned by it:

  • Organization; Authority; Qualification Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, is a Certificated Air Carrier, is a Citizen of the United States, has the corporate power and authority to own its properties or hold them under lease and to enter into and perform its obligations under the Operative Documents to which it is a party and is duly qualified to do business as a foreign corporation in good standing in each other jurisdiction in which the failure to so qualify would have a material adverse effect on the consolidated financial condition of Company and its subsidiaries, considered as a whole, and its jurisdiction of organization (as such term is used in Article 9 of the Uniform Commercial Code as in effect in the State of Delaware) is Delaware.

  • 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:

  • 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.

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