Restrictions on Managing Member’s Authority. (a) Notwithstanding any other provision of this Agreement, the Managing Member shall not have authority to do any of the following:
(i) any act in contravention of this Agreement;
(ii) any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement;
(iii) possess Company property, or assign any rights in specific Company property, for other than a Company purpose;
(iv) admit a person as a Member or as a member of Company Sub, except as otherwise provided in this Agreement;
(v) amend this Agreement, except in accordance with Section 15.1;
(vi) except to the extent permitted by this Agreement, Transfer its interest as a Managing Member of the Company;
(vii) knowingly commit any act which would subject any Member to any liabilities of the Company in any jurisdiction in which the Company transacts business;
(viii) elect, permit or cause to dissolve the Company or Company Sub, except as expressly permitted herein;
(ix) amend or modify the Limited Liability Company Agreement of the Company Sub or the Certificate of Formation of the Company Sub; or
(x) cause or permit the Transfer of any equity interest of the Company in the Company Sub, or of all or any portion of the Partnership Interests held by the Company Sub, except to the extent expressly permitted by this Agreement.
(b) Notwithstanding any other provision of this Agreement, the Managing Member shall not have authority to do any of the following without the written approval (which approval may be by resolution) of the GE Representative Member in its sole discretion, provided that the written approval of PAG in its sole discretion shall also be required with respect to Subsections 6.4(b)(i), 6.4(b)(vii) and 6.4(b)(viii)(B):
(i) except for the Company Bonds, cause the Company to (A) incur any indebtedness, including any refinancing of the Company Bonds (other than as contemplated under Section 10.2), (B) grant or permit any Liens with respect to any property of the Company or (C) cause or permit any other obligations or liabilities of the Company, except (x) as contemplated by this Agreement or as the Manager of the Company Sub, (y) usual and customary set off rights associated with bank accounts, securities accounts, and similar accounts, or (z) the payment of its taxes and the expenditure of the monies to maintain its good standing and its insurance and obligations for professional and auditing services;
(ii) change the name of the Com...
Restrictions on Managing Member’s Authority. (a) The Managing Member may not take any action in contravention of an express prohibition or limitation of this Agreement without the written consent of a Majority in Interest of the Members.
(b) The Managing Member shall not, without the written consent of a Majority in Interest of the Members, except as provided in Sections 4.7 and 6.4(c) hereof, amend, modify or terminate this Agreement.
(c) Notwithstanding Section 6.4(b), the Managing Member shall have the exclusive power, without the prior consent of the other Members, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(i) to add to the obligations of the Managing Member or surrender any right or power granted to the Managing Member or any Affiliate of the Managing Member for the benefit of the other Members;
(ii) to reflect the admission, substitution or withdrawal of Members or the termination of the Company in accordance with this Agreement, and to cause the Company to amend its books and records in connection with such admission, substitution or withdrawal;
(iii) to reflect a change that is of an inconsequential nature or does not adversely affect the Members as such 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;
(iv) 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;
(v) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of exchange of the holders of any additional Units issued or established pursuant to this Agreement;
(vi) to reflect such changes as are reasonably necessary for Clipper to maintain or restore its qualification;
(vii) to modify either or both the manner in which items of Profits or Losses are allocated pursuant to Section 5.2 or the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of “Capital Account” or contemplated by the Code or the Treasury Regulations);
(viii) to issue additional Units in accordance with Section 4.7; and
(ix) to reflect any other modificat...
Restrictions on Managing Member’s Authority. The Managing Member may not, without the written Consent of all of the Non-Managing Members, take any action in contravention of this Agreement including, without limitation:
(a) take any action that would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement (provided that this restriction shall not be deemed to restrict the sale, lease, transfer or disposition of all or substantially all of the Company’s assets as may otherwise be provided herein);
(b) possess Company Property, or assign any rights in specific Company property, for other than a Company purpose except as otherwise provided in this Agreement (other than this Section 7.3);
(c) admit a Person as a Member, except as otherwise provided in this Agreement; or
(d) perform any act that would subject a Member to personal liability for the debts, obligations and liabilities of the Company except as provided herein or under the Act.
Restrictions on Managing Member’s Authority. (a) The Managing Member may not, without written approval of the specific act by the Members, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Company; (ii) possessing Company property, or assigning any rights in specific Company property, for other than a Company purpose; (iii) admitting a Person as a Member; or (iv) amending this Agreement in any manner.
(b) Except as provided in Articles XIII and XV, the Managing Member may not sell, exchange or otherwise dispose of all or substantially all of the Company's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Company the sale, exchange or other disposition of all or substantially all of the assets of the Company, without the approval of the Members; provided, however, that this provision shall not preclude or limit the Managing Member's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Company and shall not apply to any forced sale of any or all of the assets of the Company pursuant to the foreclosure of, or other realization upon, any such encumbrance.
Restrictions on Managing Member’s Authority. The Managing Member may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of (i) all Members adversely affected or (ii) such lower percentage of the Interests held by Non-Managing Members as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the Managing Member to take action (either in its discretion or in specified circumstances) so long as the Managing Member acts within the scope of such authority.
Restrictions on Managing Member’s Authority. 5.3.1 Notwithstanding anything in this Agreement to the contrary, the Managing Member may not, without the consent or ratification of the specific act by all the Members, do any of the following:
(i) do any act in contravention of this Agreement or the Fund’s Certificate of Formation;
(ii) do any act which would make it impossible to carry on the ordinary business of the Fund;
(iii) admit a person as a Member of the Fund, except in accordance with Sections 8 and 9; or
(iv) amend this Agreement in violation of Section 11.1.
5.3.2 The foregoing Section 5.3.1 notwithstanding, the Managing Member may without the consent or ratification of Members confess a judgment against the Fund.
Restrictions on Managing Member’s Authority. A. Consent Required. The Managing Member may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of (i) all Members adversely affected or (ii) such lower percentage of the Interests held by Non-Managing Members as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the Managing Member to take action (either in its discretion or in specified circumstances) so long as the Managing Member acts within the scope of such authority.
B. Sale of All Assets of the Company. Except as provided in Article XIII, the Managing Member may not, directly or indirectly, cause the Company to sell, exchange, transfer or otherwise dispose of all or substantially all of the Company’s assets in a single transaction or a series of related transactions (including by way of merger (including a triangular merger), consolidation or other combination with any other Persons) without the Consent of Members holding Interests representing more than fifty percent (50%) of the total number of outstanding Series I Units, provided, however, that the foregoing limitation shall not apply to any leases of all or substantially all of the Company’s assets entered into by the Company in order to satisfy any REIT Requirements.
Restrictions on Managing Member’s Authority. The Managing Member may not, without the written consent of all of the Members, take any action in contravention of this Agreement, including, without limitation:
(a) take any action that would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in Section 7.1(a)(3) or expressly provided elsewhere in this Agreement;
(b) possess Company property, or assign any rights in specific Company property, for other than a Company purpose except as otherwise provided in this Agreement;
(c) admit a Person as a Member, except as otherwise provided in this Agreement;
(d) sell the Hotel except as provided in Section 7.12; or
(e) repay all or any portion of the debt required to be maintained pursuant to and except as provided in Section 7.13.
Restrictions on Managing Member’s Authority. (i) At all times during the Tax Protection Period applicable to the New Member, the Company shall not prepay (i.e., make payments in addition to scheduled interest and principal amortization), and shall not repay at maturity, the Debt set forth on Schedule 2(d) attached hereto (the “Existing Indebtedness”), unless all or a portion of the Existing Indebtedness is replaced or refinanced with other Debt. or other Debt is incurred, satisfying the requirements set forth below (“Replacement Indebtedness”). From and after or concurrent with the date the Company incurs Replacement Indebtedness, this Section 2(d) shall not restrict the Company’s ability to make payments with respect to the Existing Indebtedness, including, without limitation, repayment of all or any portion of the Existing Indebtedness at or prior to the stated maturity date thereof. Any Replacement Indebtedness shall, during the Tax Protection Period:
(A) be comprised of one or more loans in a total principal amount of $9m (the “Guaranteed Loan Amount”);
(B) not require principal repayments during such period that would cause the principal balance of such Replacement Indebtedness to be less than the Guaranteed Loan Amount at any time during the Tax Protection Period applicable to the New Member or, alternatively, the Company shall finance any such shortfall with Replacement Indebtedness;
(C) be full recourse to the Company;
(D) be secured by Real Properties or any Successor Properties with a Loan-to-Value Ratio of not greater than Seventy Percent (70%) determined at the time such Replacement Indebtedness is incurred;
(E) not result in the Equity Coverage of the Company being less than Twenty Million Dollars ($20,000,000.00) (the “Minimum Equity”) determined at the time such Replacement Indebtedness is incurred;
(F) allow the New Member to execute and deliver to the lender thereunder a Bottom Guarantee (as defined below) and require that such lender accept such Bottom Guarantee; and
(G) be either (1) provided by a lender that does not have an interest in the Company and is not related to the Company in any manner (other than as a lender) within the meaning of Section 465(b)(3)(A) of the Code, or (2) of a nature and source such that it would not disqualify the guarantee of such indebtedness from preventing the recapture pursuant to Section 465(e) of the Code of losses claimed by the New Member prior to the Effective Date (with the Company permitted to assume for this purpose that a Bottom Guarantee ...
Restrictions on Managing Member’s Authority. A. The Managing Member may not take any action in contravention of an express prohibition or limitation of this Agreement, including, without limitation:
(1) take any action that would make it impossible to carry on the ordinary business of the Company;
(2) possess Company property, or assign any rights in specific Company property, for other than a Company purpose except as otherwise provided in this Agreement;
(3) admit a Person as a Member, except as otherwise provided in this Agreement; (4) perform any act that would subject a Non- Managing Member to liability as a Managing Member in any jurisdiction or any other liability except as expressly provided in this Agreement or under the Act; or
