Restrictions on Manager. The Manager shall refrain from any action which would (i) adversely affect the status of the Company or, if applicable, any subsidiary of the Company, as a REIT; (ii) violate any material law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any such subsidiary; or (iii) not be permitted by the Governing Instruments.
Restrictions on Manager. During the continuance of this Agreement the Manager shall:
Restrictions on Manager. Nothing contained in this Agreement shall prevent the Manager or any Affiliate of the Manager from acting as manager for any other person, firm or corporation and, except as required by applicable law, shall not in any way bind or restrict the Manager or any Affiliate from acquiring, owning, leasing, financing, managing or disposing of any real estate investments.
Restrictions on Manager. Notwithstanding any other provision hereof, unless and until there shall have occurred a Buy-Sell Event, the Manager shall not have the authority to cause the Company to do or commit to do any of the following acts, without the prior unanimous written consent of the specific act by the Members; however, upon the occurrence of a Buy-Sell Event, the Manager shall have the authority to cause the Company to do or commit to do such acts upon the Majority Vote of the Members:
(a) Borrow money in excess of the amounts set forth in the Business Plan;
(b) Sell any assets of the Company (or assets, in related transactions) having a fair market value over $500,000;
(c) Enter into any contract involving an anticipated total expenditure of over $100,000;
(d) Do any act which would make it impossible to carry on the ordinary business of the Company;
(e) Compromise any claim over $50,000;
(f) Admit a Person as a Member;
(g) Knowingly perform any act that would subject a Member to personal liability;
(h) Amend the Articles of Organization;
(i) Approve any Business Plan of the Company;
(j) Increase the compensation of Monika or any other officer of the Company above the amount set forth in the Business Plan; or
(k) Enter the Company into new business ventures, alliances or teaming agreements.
Restrictions on Manager. Manager shall not sell, convey, assign, transfer, hypothecate, pledge, or otherwise dispose of (or agree to do any of the foregoing) all or any part of its interest, if any, in this Agreement, or any contractual rights or obligations related hereto (including any rights to receive payments) (“Transfer”), without the prior written consent of Owner, which consent may be granted or withheld in Owner’s sole judgment. Any assignment by Manager without Owner’s consent shall be of no force or effect. A sale or conveyance of more than 51% of the interests in the profit and losses of Manager shall be considered a Transfer under this Article.
Restrictions on Manager. No Manager shall, without the written consent or written ratification of the specific act by all Members:
(a) Do any act to make it impossible to carry on the ordinary business of the Company.
(b) Confess a judgment against the Company.
(c) Possess Company property in the name of the Manager or assign rights of the Manager in specific Company property for other than a Company purpose.
(d) Admit a person as a Member except as otherwise provided in this Agreement.
(e) Continue the business with Company property after its bankruptcy, dissolution, cancellation or other cessation to exist.
(f) Incur indebtedness other than normal accounts payable indebtedness in the ordinary course of business.
(g) Sell, exchange, lease, mortgage, pledge, transfer, or otherwise encumber or dispose of any portion of the assets of the Company, except in the ordinary course of business.
(h) Enter into any transaction with, make payments to, or receive payments from, directly or indirectly, any Manager, Member, or other affiliate of the Company.
Restrictions on Manager. 6 6.5 Number, Term and Qualifications; Removal ............ 7 6.6
Restrictions on Manager. Notwithstanding any other provision hereof, no Manager shall except with the unanimous vote of the Members:
(a) borrow money in excess of $10,000.00;
(b) sell any Company Property (or assets, in related transactions) having a fair market value over $10,000.00;
(c) enter into any contract which is not terminable at will involving an anticipated total expenditure of over $10,000.00;
(d) do any act which would make it impossible to carry on the ordinary business of the Company;
(e) compromise any claim over $10,000.00;
(f) admit a Person as a Member, except as provided in this Agreement; or
(g) knowingly perform any act that would subject a Member to personal liability.
Restrictions on Manager. Manager shall have no power or authority to subject EACO to any liability or expenses related to the Restaurant or otherwise. Manager shall not institute any legal or equitable action or proceeding on behalf of EACO without the express prior written consent of EACO. The managers, assistant managers, employees and agents of the Restaurant shall be employees of Manager or an affiliate of Manager and not EACO for all purposes under this Agreement.
Restrictions on Manager. There shall be no restrictions on the authority of the Manager to act on behalf of the Company.
