Restrictions on Authority of the Manager Sample Clauses

Restrictions on Authority of the Manager. No Manager shall have the authority to, and each Manager covenants and agrees that it shall not take or do any of the following acts without the Approval of the Members: (a) Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in this Agreement; (b) Obligate the Company to acquire any interest in any oil and gas properties or any other real estate; (c) Borrow money for the Company from banks, other lending institutions, the Manager, Members, or Affiliates of the Manager or Members or in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums; no debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Act by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; (d) Knowingly do any act in contravention of this Agreement; (e) Without the Approval of the Members, 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; (f) Confess a judgment against the Company in an amount in excess of $2,500.00; (g) Possess property, or assign rights in specific property, for other than a Company purpose; (h) Without the Approval of the Members, knowingly perform any act that would cause the Company to conduct business in a state which has neither enacted legislation which permits limited liability companies to organize in such state nor permits the Company to register to do business in such state as a foreign limited liability company; (i) Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company; (j) Cause the Company to acquire any equity or debt securities of any Member or any of its Affiliates, or otherwise make loans to any Member or any of its Affiliates; (k) Cause the Company to admit any additional Members other than pursuant to the terms of this Agreement; (l) Cause the Company to incur any liabilities in any transaction in excess of $100,000.00; (m) Cause the Company to make any capital expenditure in any single transaction in excess of $100,000.00; or (n) Sell or otherwise dispose of all or substantially all of the Company’s assets other than immaterial assets in the ordinary course of the Company’s business, except for a liquidating s...
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Restrictions on Authority of the Manager. The Manager shall not have the authority or right to do any of the following acts: 5.3.1 To act in contravention of this Agreement. 5.3.2 To act in any manner that would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; 5.3.3 To possess property, or assign rights in specific property, for other than a Company purpose; or 5.3.4 To knowingly perform any act that would cause the Company to conduct business in a state which has neither enacted legislation which permits limited liability companies to organize in such state nor permits the Company to register to do business in such state as a foreign limited liability company.
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Restrictions on Authority of the Manager. Without the consent of the Perlxxxxxx Xxxup, the Manager shall not: (a) do any act in contravention of this Agreement; or (b) change or reorganize the Company into any other legal form or expand the business of the Company beyond the business purpose set forth in Section 3.1 or any other business incidental to and in furtherance of such business; or (c) require any Member to contribute to the capital of the Company except as expressly provided in this Agreement; or (d) enter into any contracts or arrangements, other than those described on SCHEDULE 9.2 hereto, which Glimcher represents shall be on a market rate basis, with any related or affiliated party, unless such party is qualified or the contract or arrangement is on a market rate basis; or (e) enter into any sale or sale-leaseback transaction of any assets or property of the Company unless it is an arm's-length transaction with an Unaffiliated Investor and it is not a part of a transaction also involving a sale of property which is not property of the Company; or (f) if the Company shall have failed to pay any of the amounts guaranteed by Glimcher in Section 4.2, sell or contribute all or substantially all of the Company's assets or property to an Unaffiliated Investor in exchange for an equity interest in such Unaffiliated Investor.
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Restrictions on Authority of the Manager. (a) Notwithstanding the grant of authority to the Manager under Section 5.1 hereof, without the Required Approval, the Manager shall not and shall not permit the Company to: (i) sell or lease all or any portion of the Property or amend any existing or future lease of all or any portion of the Property; (ii) liquidate or dissolve the Company except in the event of a liquidation or dissolution pursuant to the terms hereof; (iii) finance, mortgage or encumber all or any portion of the Property or amend any existing or future financing, mortgage or encumbrance on all or any portion of the Property, except that Required Approval shall be deemed to have been given for (A) the extension of the five-year term of the BRT Senior Mortgage to seven years in accordance with the loan documents executed in connection therewith, (B) a refinancing of the BRT Senior Mortgage prior to the Lockout Date (defined in Section 7.4, below) on material economic terms more favorable to the Company than the BRT Senior Mortgage, and (C) a refinancing of the BRT Senior Mortgage on or after the Lockout Date on economic terms no less favorable to the Company than then-prevailing market terms; provided the amount of any refinancing described in clause (B) or (C) shall be such that, after payment of the BRT Senior Mortgage, the net proceeds of the refinancing shall be sufficient to pay, and shall be used to pay, to the TRB Members in full their Unrecouped TRB Preferred Capital Contributions and their unpaid Preferred Return (regardless of whether or not such amounts are then payable pursuant to Article VIII and notwithstanding the terms of Article VIII to the contrary); (iv) enter into any management agreement(s) for the management of the Property; provided, however, that if RBH Capital is removed as Manager pursuant to Section 5.9, then TRB may enter into a management agreement provided that the fees of the managing agent are paid from the Fees set forth in Section 5.2(b), and shall not exceed the amount of such Fees; (v) enter into a brokerage agreement(s) relating to the sale, lease and/or financing of the Property; (vi) incur any expenditure on behalf of the Company, or make a repair, addition or alteration to the Property, of more than (a) 5% over the budgeted amount for such repair, addition or alteration as set forth in an Approved Budget or (b) with respect to any repairs not included in an Approved Budget (other than repairs described in clause (ii) of Section 3.5), $17,500 in the ...
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Restrictions on Authority of the Manager. The Manager shall not have the authority to: (a) do any act in contravention of this Agreement; or (b) merge or consolidate the Company with or into any other Person; or (c) without the consent of a Majority Interest, sell or otherwise dispose of all or substantially all of the Company’s assets.
Sample 1
Restrictions on Authority of the Manager. (a) The Manager shall not have the authority to, and covenants and agrees that it shall not, do any of the following acts without the prior written consent of a Majority of Members: (i) Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Section 3.1 hereof; (ii) Knowingly do any act in contravention of this Operating Agreement; (iii) Knowingly do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Operating Agreement; (iv) Knowingly perform any act that would cause the Company to conduct business in a state which has neither enacted legislation which permits limited liability companies to organize in such state nor permits the Company to register to do business in such state as a foreign limited liability company; (v) Sell or otherwise dispose of all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business, except for a liquidating sale in connection with the dissolution of the Company.
Sample 1
Restrictions on Authority of the Manager. No Manager shall have the authority to, and every manager attached and agree that it shall not take or do any of the following actions without the Approval of the Members: (a) Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set out in this Agreement; (b) The Company obliges to obtain any interest in any oil and gas properties or any other property; (c) Borrow money for the Company of banks, other lending institutions, the Manager, Members or Affiliates of the Manager or Members or in connection thereto, to hypothesize, incumbent and grant security interests in the assets of the Company to ensure the repayment of the borrowed amounts; no debt will be contracted or liability incurred by or on behalf of the Company, except by the Manager, or to the extent permitted by agents or employees of the Company in terms of the Act, expressly authorised to contract such debt or incur such liability by the Manager; (d) Knowingly do any action in contraction with this Agreement; (e) Without the Approval of the Members, knowingly do any action that would make it impossible to continue the ordinary business of the Company, except as otherwise provided in this Agreement; (f) Confess a ruling against the Company in an amount of more than $2,500.00; (g) own property, or allocate rights in specific property for the purpose of a company; (h) Without the Approval of the Members, knowingly carry out
Sample 1
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Restrictions on Authority of the Manager. Notwithstanding the grant of authority to the Manager under Section 5.1 hereof, without Required Approval, the Manager shall not: (i) sell the Property to an affiliate of Manager.
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Related to Restrictions on Authority of the 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.

  • 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 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.

  • 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.

  • 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:

  • 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.

  • 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.

  • Pertinent Non-Discrimination Authorities During the performance of this contract, the Engineer, for itself, its assignees, and successors in interest agree to comply with the following nondiscrimination statutes and authorities; including but not limited to: A. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. B. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects). C. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibits discrimination on the basis of sex). D. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended, (prohibits discrimination on the basis of disability); and 49

  • Organization; Authorization The Holder is duly organized, validly existing and in good standing under the laws of its state of formation and has the requisite organizational power and authority to enter into and perform its obligations under this Agreement.

  • Due Organization, Authorization Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Collateral Agent a completed perfection certificate signed by an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Borrower represents and warrants that (a) Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on its respective Perfection Certificate and on the signature page of each Loan Document to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the jurisdiction set forth on its respective Perfection Certificate; (c) each Perfection Certificate accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number or accurately states that Borrower or such Subsidiary has none; (d) each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower and each of its Subsidiaries (and each of its respective predecessors) have not, in the past five (5) years, changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificates pertaining to Borrower and each of its Subsidiaries, is accurate and complete (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificates (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement); such updated Perfection Certificates subject to the review and approval of Collateral Agent. If Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

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