Restrictions on Authority of the Managing Member Sample Clauses

Restrictions on Authority of the Managing Member. Notwithstanding anything to the contrary contained herein, without the written consent of all of the Preferred Members, the Managing Member shall not have the authority to, with respect to the Company: (a) Change the principal business of the Company to something other than investing in multifamily-related debt and equity Investments; (b) Cause the Company to incur indebtedness for borrowed money, other than: (i) indebtedness for trade payables not to exceed $1,000,000 at any time, and (ii) nonrecourse indebtedness (other than nonrecourse carveouts for bad acts), with a maximum of 80% loan to value on a weighted average basis for all Investments, provided, however, that no debt shall be incurred, directly or indirectly, on any of the Investments owned by the Company as of July 1, 2015 in excess of that in place on such Investment as of July 1, 2015; (c) Cause the ratio of (i) the Adjusted Capital Contributions of all the Preferred Members to (ii) the Adjusted Capital Contributions of all Common Members to exceed 25%; (d) Cause the Company to make distributions to Common Members during any fiscal quarter if the cash generated from Investments and collected by the Company during the preceding fiscal quarter does not exceed the product of (i) 1.25 and (ii) the total Preferred Return due to the Preferred Members on the succeeding quarterly due date (a “Cash Coverage Test”). Cash retained by the Company in any one quarter, and not distributed to the Common Members, may be distributed in subsequent quarters provided that the Company meets the Cash Coverage Test for that quarter; (e) Cause the Company to make distributions to Common Members after the occurrence and during the continuance of an event of default under any agreement to which the Company is a party that evidences indebtedness for borrowed money; (f) Settle any litigation, arbitration or administrative proceedings, or confessing judgment, in each case on behalf of the Company and requiring payment in excess of $50,000 (unless any excess above $50,000 is funded by insurance proceeds, subject to applicable deductibles) or instituting any legal action for damages in excess of $50,000; or (g) Cause the Company to file any petition or consent to the filing of any petition that would subject the Company to a bankruptcy. The Managing Member’s ability to amend this Agreement and/or the Certificate is governed by Article X.
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Restrictions on Authority of the Managing Member. In addition to other acts expressly prohibited or restricted by this Agreement or by law, the Managing Member shall have no authority to act on behalf of the Company and is expressly prohibited from the following: a) Doing any act in contravention of this Agreement; b) Doing any act which would make it impossible to carry on the ordinary business of the Company; provided, however, that the sale of all of the Company Project shall be within the ordinary course of the Company business; c) Confessing to judgment against the Company in connection with any threatened or pending legal action; d) Possessing Company property or assigning the rights of the Company in specific Company property for other than a Company purpose; e) Admitting a person as a Member except as provided in this Agreement; f) Acquiring any property other than in connection with the acquisition, ownership, improvement, development, leasing, or sale of the Project.
Sample 1
Restrictions on Authority of the Managing Member. The Managing Member shall not, without the approval by a Supermajority Vote of the Members: 3.11.1 do anything in contravention of this Agreement or cause the Company to engage in any business not authorized by the terms of this Agreement; 3.11.2 do any act which would make it impossible to carry on in the usual course the business of the Company; 3.11.3 change or reorganize the Company into any other legal form; 3.11.4 take any action resulting in the dissolution or liquidation of the Company; 3.11.5 merge, consolidate or engage in any similar business transaction with or into another entity; 3.11.6 make any loan from the Company to any person or entity; 3.11.7 cause the formation of any entity owned or controlled by the Company. 3.11.8 purchase or redeem any Membership Interest (except as otherwise authorized pursuant to this Agreement); 3.11.9 borrow any money on behalf of the Company or grant any mortgage, security agreement, pledge, or other security interest in the Property or Improvements; 3.11.10 pay any salary or compensation to a Member or a related or affiliated person or entity; 3.11.11 enter into a contract with a Member or a related or affiliated person or entity; 3.11.12 purchase assets other than in the ordinary course of business; 3.11.13 sell, transfer, or otherwise dispose of any Property or Improvements; and 3.11.14 enter into any contract or transaction which obligates Company to an amount in excess of Twenty Thousand Dollars ($20,000), other than contracts for the initial construction of the Improvements.
Sample 1
Restrictions on Authority of the Managing Member. The Managing Member shall not without the prior consent of all the Members: (i) Do any act in contravention of this Agreement; (ii) Do any act which would make it impossible to carry on the business of the Company; (iii) sell, exchange, assign, transfer, or otherwise dispose of, or enter into any agreement to sell, exchange, assign, transfer or otherwise dispose of, or grant any options with respect to or rights in, or offer for sale, advertise for sale, solicit offers or otherwise procure or attempt to procure, directly or indirectly, purchasers, assigns or transferees for all or substantially all of the Company Property, except for a liquidating sale of Property in connection with the dissolution of the Company; (iv) Change, merge or reorganize the Company into any other legal form; or (v) Cause the Company to engage in any business not authorized by the terms of this Agreement or extend the scope of the business of the Company by implication or otherwise; and
Sample 1
Restrictions on Authority of the Managing Member. The Managing Member shall not have the authority to: (a) do any act in contravention of this LLC Agreement, or to direct the Vessel Manager to do any act in contravention of the Vessel Management Agreement; (b) do any act which would make it impossible to carry on the ordinary business of the Company, except in connection with the dissolution, winding up and termination of the Company as permitted by Article XII; (c) possess Company Property, or assign the Company’s rights in specific Company Property, for other than a Company purpose; (d) admit a Person as a Member except as provided in this LLC Agreement; or (e) take any action expressly reserved for the Majority Class A Members under Section 7.4 hereof.
Sample 1
Restrictions on Authority of the Managing Member. Except as otherwise provided in this Agreement, without the prior written consent of all of the Members, the Managing Member shall not have the authority to, and the Managing Member hereby covenants and agrees that it shall not: (a) Knowingly, do any act in contravention of this Agreement or, when acting on behalf of the Company, engage in activities inconsistent with the purposes of the Company; (b) Do any act which would, to the Managing Member’s knowledge, make it impossible to carry on the ordinary business of the Company; (c) Possess Property, or assign rights in specific Property, for other than a Company purpose; (d) Perform any act that would, to the Managing Member’s knowledge, subject any Member to liability in any jurisdiction for the debts or obligations of the Company;
Sample 1
Restrictions on Authority of the Managing Member. The Managing Member shall not have the authority to: (a) do any act in contravention of this LLC Agreement or any other Transaction Document; (b) do any act which would make it impossible to carry on the ordinary business of the Company, except in connection with the dissolution, winding up and termination of the Company as permitted by Article XII; (c) possess Company Property, or assign the Company's rights in specific Company Property, for other than a Company purpose; (d) admit a Person as a Member except as provided in this LLC Agreement; (e) take any action expressly reserved for the Class A Noteholder or the Majority Class A Members, as the case may be, under Section 7.4 hereof; or (f) take any action that it has been advised by Deutsche Bank AG would cause Deutsche Bank AG to be in violation of the Bank Holding Company Act of 1956, as amended.
Sample 1
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Related to Restrictions on Authority of the 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.

  • 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.

  • 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 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.

  • 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.

  • 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.

  • 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.

  • 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:

  • 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.

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