Restrictions on the Power of the Managers. Except as permitted by and in accordance with Section 4.3(c), none of the Managers or Authorized Officers will have the authority to: (a) cause the Company to do any acts in violation of or in breach of any agreement entered into by the Company; (b) take any action in contravention of the Act, the Certificate of Formation or this Agreement; (c) to the fullest extent permitted by Applicable Law, take any action that would make it impossible to carry on the ordinary activities of the Company; (d) knowingly perform any act that would subject the Member to loss of limited liability in any jurisdiction; or (e) take any action to amend or modify the Certificate of Formation or this Agreement.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (GM Financial Automobile Leasing Trust 2022-1), Limited Liability Company Agreement (GM Financial Automobile Leasing Trust 2023-1), Limited Liability Company Agreement (GM Financial Automobile Leasing Trust 2023-2)
Restrictions on the Power of the Managers. Except as permitted by and in accordance with Section 4.3(c), none of the Managers or Authorized Officers will have the authority to:
(a) cause the Company to do any acts in violation of or in breach of any agreement entered into by the Company;
(b) take any action in contravention of the Act, the Certificate of Formation or this Agreement;
(c) to the fullest extent permitted by Applicable Law, take any action that would make it impossible to carry on the ordinary activities of the Company;
(d) knowingly perform any act that would subject the Member to loss of limited liability in any jurisdiction; or
(e) take any action to amend or modify the Certificate of Formation or this Agreement.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (ACAR Leasing Ltd.), Limited Liability Company Agreement (GMF Floorplan Owner Revolving Trust), Limited Liability Company Agreement (ACAR Leasing Ltd.)
Restrictions on the Power of the Managers. Except as permitted by and in accordance with Section 4.3(c), none The Board of the Managers or Authorized Officers will shall not have the authority to:
(a) cause the Company to do any acts in violation of or in breach of any Basic Document or any other agreement entered into by the Company;
(b) take any action in contravention of the Act, the Certificate of Formation or this AgreementAgreement (each as may be amended);
(c) to the fullest extent permitted by Applicable Lawlaw, take any action that would make it impossible to carry on the ordinary activities business of the Company;
(d) admit any Person as a member of the Company;
(e) knowingly perform any act that would subject the Member to loss of limited liability in any jurisdiction; or
(ef) except as permitted under Section 8.2, take any action to amend or modify the Certificate of Formation or this Agreement.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Ford Credit Auto Receivables Two LLC), Limited Liability Company Agreement (Ford Credit Auto Receivables Two LLC), Limited Liability Company Agreement (Ford Credit Auto Receivables Two LLC)
Restrictions on the Power of the Managers. Except as permitted by and in accordance with Section 4.3(c), none None of the Managers or Authorized Officers will have the authority to:
(a) cause the Company to do any acts in violation of or in breach of any agreement entered into by the Company;
(b) take any action in contravention of the Act, the Certificate of Formation or this Agreement;
(c) to the fullest extent permitted by Applicable Law, unless otherwise approved in accordance with Section 4.03(c), take any action that would make it impossible to carry on the ordinary activities of the Company;
(d) knowingly perform any act that would subject the Member or any Holder to loss of limited liability in any jurisdiction; or
(e) except as permitted under Section 7.02, take any action to amend or modify the Certificate of Formation or this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (California Republic Funding LLC)
Restrictions on the Power of the Managers. Except as permitted by and in accordance with Section 4.3(c), none The Board of the Managers or Authorized Officers will does not have the authority to:
(a) cause the Company to do any acts in violation of or in breach of any Basic Document or any other agreement entered into by the Company;
(b) take any action in contravention of the Act, the Restated Certificate of Formation or this AgreementAgreement (each as may be amended);
(c) to the fullest extent permitted by Applicable Lawlaw, take any action that would make it impossible to carry on the ordinary activities business of the Company;
(d) admit any Person as a member of the Company;
(e) knowingly perform any act that would subject the Member to loss of limited liability in any jurisdiction; or
(ef) except as permitted under Section 8.2, take any action to amend or modify the Restated Certificate of Formation or this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ford Credit Floorplan LLC)
Restrictions on the Power of the Managers. Except as permitted by and in accordance with Section 4.3(c), none The Board of the Managers or Authorized Officers will shall not have the authority to:
(a) cause the Company to do any acts in violation of or in breach of any Basic Document or any other agreement entered into by the Company;
(b) take any action in contravention of the Act, the Certificate of Formation Formation, or this AgreementAgreement (each as may be amended);
(c) to the fullest extent permitted by Applicable Lawlaw, take any action that would make it impossible to carry on the ordinary activities business of the Company,
(d) admit any Person as a member of the Company;
(de) knowingly perform any act that would subject the Member to loss of limited liability in any jurisdiction; or
(ef) except as permitted under Section 8.2, take any action to amend or modify the Certificate of Formation or this Agreement.
Appears in 1 contract