Restrictions on Manager’s Authority Sample Clauses
Restrictions on Manager’s Authority. Neither the Manager nor any of its Affiliates shall have authority, without a Majority Vote, to:
7.4.1 Enter into contracts with the Company that would bind the Company after the expulsion, Event of Insolvency, or other cessation to exist of the Manager, or to continue the business of the Company after the occurrence of such event;
7.4.2 Use or permit any other Person to use Company funds or assets in any manner except for the exclusive benefit of the Company;
7.4.3 Alter the primary purpose of the Company;
7.4.4 Receive from the Company a rebate or give-up or participate in any reciprocal business arrangements which would enable the Manager or its Affiliate to do so;
7.4.5 Admit another Person as the Manager, except with the consent of the Members as provided in this Agreement;
7.4.6 Commingle Company funds with those of any other Person, except for (i) the temporary deposit of funds in a bank checking account for the sole purpose of making Distributions immediately thereafter to the Members and the Manager or (ii) funds attributable to the Business and held for use in the management and operations of the Business;
7.4.7 Reinvest Cash From Operations in additional Property;
7.4.8 Cause the Company to loan to the Manager or Affiliates Company assets or employ, or permit employment of, the funds or assets of the Company in any manner except for the exclusive benefit of the Company; or
7.4.9 Directly or indirectly pay or award any finder’s fees, commissions or other compensation to any Person engaged by a potential investor for investment advice as an inducement to such advisor to advise the purchaser regarding the purchase of Units; provided, however, that the Manager shall not be prohibited from paying underwriting or marketing commissions, or finder’s or referral fees to registered broker-dealers or other properly licensed persons for its services in marketing Units as provided for in this Agreement.
Restrictions on Manager’s Authority. Any provision to the contrary in this Agreement notwithstanding, unless such action is within (or on terms more favorable to the Company than) parameters set forth in a budget or business plan approved by the Board of Directors, Manager shall not do, or cause or permit to be done, any of the following for or on behalf of the Company without the prior written consent of the Board of Directors (excluding Vento and Xxxxxxxx):
(i) settle any claim or litigation by or against the Company if the settlement involves a payment of $100,000 or more, or any regulatory proceedings involving the Company, unless such action is consistent with the Company's regulatory strategy as set forth in a budget approved by the Board of Directors;
(ii) lend money or guarantee debts of others on behalf of the Company, or assign, transfer, or pledge any debts due the Company, or release or discharge any debt due or compromise any claim of the Company, other than trade credit and advances to employees in the ordinary course of business;
(iii) invest in or otherwise acquire any debt or equity securities of any other Person, enter into any binding agreement for the acquisition of any interest in any business entity or other Person (whether by purchase of assets, purchase of stock or other securities, merger, loan or otherwise), or enter into any joint venture or partnership with any other Person;
(iv) take any tax reporting position or make any related election on behalf of the Company which is inconsistent with the directions given by the Board of Directors;
(v) formally assert a strategic position with respect to a material matter before the Federal Communications Commission or any Governmental Authority on behalf of the Company with respect to any such matter;
(vi) knowingly take or fail to take any action that violates (A) any Law relating to the Business, (B) any agreement, arrangement or understanding to which the Company is a party, including an Operating Agreement, (C) any License or other governmental authorization granted to the Company in connection with its ownership and operation of the Business, or (D) any judicial or administrative order or decree to which the Company is subject, in each case unless such violation would not be reasonably expected (so far as can be foreseen at the time) to have a material adverse effect on the Company or the Business;
(vii) sell, assign, transfer, or otherwise dispose of, or hypothecate or xxxxx x Xxxx on any assets belonging to the Compan...
Restrictions on Manager’s Authority. (a) The Manager shall have the right to exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its duly authorized representatives or the duly authorized officers of the Company, and the Manager shall not be responsible for the misconduct or negligence on the part of any such officer or representative duly appointed or duly authorized by the Manager in good faith.
(b) Except as provided in Article IX and Article XI, the Manager may not sell, exchange or otherwise dispose of all or substantially all of the Company Group’s assets, taken as a whole, in a single transaction or a series of related transactions without the approval of holders of a majority of the Voting Power of the Company; provided, however, that this provision shall not preclude or limit the Manager’s ability, in its sole discretion, to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Company Group (including for the benefit of Persons other than members of the Company Group, including Affiliates of the Manager) and shall not apply to any forced sale of any or all of the assets of the Company Group pursuant to the foreclosure of, or other realization upon, any such encumbrance.
Restrictions on Manager’s Authority. In performing management services hereunder, Manager shall not without the prior written consent of Owner:
(a) Pay any funds generated from the Project to any person or entity related to or affiliated with Manager (other than Employee Expenses permitted under Section 2.02, above) except for procurement, in good faith and in the ordinary course of business, of services and/or products at prices and on such other terms as are fair, reasonable and no less favorable to LLIDA than the prices and other terms for comparable services and/or products which would be obtained in an arm's length transaction with an unaffiliated person or except as otherwise authorized elsewhere in this Agreement;
(b) Compromise, settle or adjust any condemnation claim against any of the Project or make a claim for any proceeds of any such condemnation;
(c) Commence or discontinue any actions in the nature of legal proceedings in any court, before any governmental authority, or in arbitration;
(d) Retain legal counsel to represent LLIDA;
(e) Make any changes to the layout of the Project or make capital additions or capital alterations thereto (other than repairs or replacements and capital improvements, repairs and replacements permitted under Section 2.11, above);
(f) Terminate the Hilton License Agreement;
(g) Sell or otherwise encumber the Project or any part thereof;
(h) Enter into agreements providing for occupancy by guests or other occupants for more than 14 days;
(i) Rent or lease all or any portion of the Project, or enter into any lease or rental agreement with any guest or occupant of all or any portion of the Project; or
(j) Permit occupancy by any guest or occupant for more than 14 days.
Restrictions on Manager’s Authority. Neither the Manager nor any Affiliates shall have authority to:
(a) Enter into contracts with the Company that would bind the Company after the expulsion, Event of Insolvency, or other cessation of existence of the Manager, or to continue the business of the Company after the occurrence of such event;
(b) Use or permit any other person to use Company funds or assets in any manner except for the exclusive benefit of the Company;
(c) Alter the primary purpose of the Company;
(d) Admit another person or entity as the Manager, except with the consent of the Members as provided in this Agreement;
(e) Reinvest Cash from Operations in any additional Portfolio Investments other than the Portfolio Investments;
(f) Confess a judgment against the Company in connection with any threatened or pending legal action;
(g) Commingle the Company funds with those of any other person or entity, except for (i) the temporary deposit of funds in a bank checking account for the sole purpose of making Distributions immediately thereafter to the Members and the Manager or (ii) funds attributable to the Portfolio Investments and held for use in the management of the operations of the Portfolio Investments;
(h) Directly or indirectly pay or award any finder’s fees, commissions or other compensation to any person engaged by a potential investor for investment advice as an inducement to such advisor to advise the purchaser regarding the purchase of Interests;
(i) Vote, or permit to be voted, any Membership Interest owned by the Manager to remove the Manager in accordance with Section 9.2.
Restrictions on Manager’s Authority. Neither the Manager nor any of its Affiliates shall have authority, without a Majority Vote, to:
7.3.1 Use or permit any other person to use Fund funds or assets in any manner except for the exclusive benefit of the Fund; or
7.3.2 Alter the primary purpose of the Fund.
Restrictions on Manager’s Authority. Except as otherwise stated herein, the Managers shall not directly or indirectly perform any of the following actions without the affirmative vote or written consent of the Members holding at least 66% of the outstanding Membership Interests:
(a) Do any act in contravention of this Agreement, as amended from time to time;
(b) Do any act which would make it impossible to carry on the ordinary business of the Company, provided that actions of the Managers in accordance with the purposes of the Company or rights and powers granted under this Agreement shall not be considered to breach this clause;
(c) Confess a judgment against the Company;
(d) Possess Property, or assign rights in specific Property, for other than a Company purpose;
(e) Knowingly perform any act that would subject any Member to personal liability for the debts and liabilities of the Company in any jurisdiction;
(f) Amend this Agreement or the number of Managers set forth in Section 5.2;
(g) Extend the statute of limitations for assessment of tax deficiencies against the Company and its Members with respect to adjustments to the Company’s federal, state or local tax returns; or
(h) Sell all or substantially all of the Property except as permitted in Section 5.5(c).
Restrictions on Manager’s Authority. Subject to the balance of the terms of this Agreement and the Certificate of Formation, neither the Manager nor any Affiliates shall have authority, without a Majority Vote of the Class A Units, to:
7.4.1 Enter into contracts with the Company that would bind the Company after the expulsion, Event of Insolvency, or other cessation to exist of the Manager, or to continue the business of the Company after the occurrence of such event;
7.4.2 Use or permit any other person to use Company funds or assets in any manner except for the exclusive benefit of the Company;
7.4.3 Alter the primary purpose of the Company;
7.4.4 Receive from the Company a rebate or give-up or participate in any reciprocal business arrangements which would enable it or any Affiliate to do so;
7.4.5 Sell or lease to the Company any real property in which the Manager or any Affiliate has any interest without a Majority Vote of the Class A Units;
7.4.6 Admit another person or entity as the Manager, except with the consent of the Members as provided in this Agreement;
7.4.7 Reinvest Cash from Operations in any additional properties; or
7.4.8 Commingle the Company funds with those of any other person or entity, except for (i) the temporary deposit of funds in a bank checking account for the sole purpose of making Distributions immediately thereafter to the Members and the Manager or (ii) funds attributable to properties and held for use in the management of the operations of properties.
Restrictions on Manager’s Authority a. A Manager shall not have the authority to:
(1) do any act in contravention of law or this Agreement that would make it impossible to carry on the ordinary business of the Company;
(2) possess property of the Company or assign rights in the specific property of the Company, for other than a purpose of the Company;
(3) perform any act that would subject the Members to liability in any jurisdiction.
b. Without Unanimous Consent, the Manager shall not have the authority to:
(1) confess a judgment
(2) incur indebtedness on behalf of the Company, enter a contract or pledge assets of the Company other than in the ordinary course of business, consistent with the Company's limited purposes;
(3) make capital expenditures or expenditures for maintenance, except those requested by ATC LLC (as assumed by MGE Energy, Inc., or Madison Gas and Electric Company pursuant to this Agreement).
Restrictions on Manager’s Authority. Notwithstanding anything to the contrary elsewhere in this Agreement, the Manager shall not take or agree to take any of the following actions without the consent of a majority in interest of all the Members:
(a) Sell, transfer, or otherwise dispose of all or substantially all of the Company’s assets.
(b) Merge the Company into or with another limited liability company.