Specific General Partner Approvals Sample Clauses

Specific General Partner Approvals. In addition to the General Partner’s general authority authorized by the Act, the General Partner is specifically authorized to make the following decisions and the General Partner’s approval will be specifically required with respect to the following, if such matters have not already been provided for in a then current Annual Plan or otherwise delegated to the Intrawest Managers pursuant to the Management Agreements: (a) incurring in any Fiscal Year an aggregate of non-capital expenditures with respect to all of the US Commercial Properties up to One Hundred Thousand Dollars ($100,000) over the aggregate amounts budgeted for all non-capital expenditures with respect to all of the US Commercial Properties in the then current Annual Plans; (b) with respect to the Partnership, any SPE Owner, or the US Commercial Properties, approval of any borrowing from third parties and any subsequent modification; provided such borrowings are in compliance with financing guidelines that have been unanimously approved by the Partners pursuant to Section 5.4(h); (c) removal of the Intrawest Manager at any US Resort where a Management Agreement has been terminated and the selection of the replacement property manager and leasing agent in such event; (d) upon any fraud or willful misconduct by an Intrawest Manager at any US Resort, removal of the Intrawest Manager and the selection of the replacement property manager and leasing agent in such event; (e) commencing or defending litigation with respect to the Partnership, any SPE Owner or the US Commercial Properties that may involve amounts no greater than Five Hundred Thousand Dollars ($500,000), and the engagement of counsel and other professionals in connection therewith; CNL VILLAGE RETAIL PARTNERSHIP, LP 55 (f) as more particularly set forth in Section 4.3(b), making calls for Additional Capital Contributions that are expressly required to be made by the Partners pursuant to Section 4.3(a); (g) voluntary bankruptcy filings or cooperation with any involuntary filing if such filing is reasonably necessary to protect the interest of the Partnership, the SPE Owners and the US Commercial Properties; (h) in any Fiscal Year, conducting any minor alterations and/or renovations of the US Commercial Properties so long as the aggregate cost of all such alterations and/or renovations with respect to all of the US Commercial Properties does not exceed the amounts budgeted for all alterations and renovations at all of the US Commercial...
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Related to Specific General Partner Approvals

  • Approvals and Consent Except as otherwise set out in this Agreement, and subject to any statutory obligations, a Party may give or withhold an approval or consent to be given under this Agreement in that Party’s absolute discretion and subject to any conditions determined by the Party. A Party is not obliged to give its reasons for giving or withholding consent or for giving consent subject to conditions.

  • Certain Approvals 19 Section 5.24

  • Shareholder Approvals (a) Each of Peoples and Limestone shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders and, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Peoples Vote and the Requisite Limestone Vote. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to the shareholders of each party. Each member of the Limestone Board shall have executed and delivered to Peoples a Support Agreement concurrently with the execution of this Agreement. (b) Except in the case of an Acceptance of Superior Proposal permitted by Section 6.06, Limestone shall solicit, and use its reasonable best efforts to obtain, the Requisite Limestone Vote at the Limestone Meeting. Subject to Section 6.06(d), Limestone shall (i) through the Limestone Board, recommend to its shareholders adoption of this Agreement (the “Limestone Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. Limestone hereby acknowledges its obligation to submit this Agreement to its shareholders at the Limestone Meeting as provided in this Section 6.02. If requested by Peoples, Limestone will engage a proxy solicitor, reasonably acceptable to Peoples, to assist in the solicitation of proxies from shareholders relating to the Requisite Limestone Vote. (c) Peoples shall solicit, and use its reasonable best efforts to obtain, the Requisite Peoples Vote at the Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein, as required by this Section 6.01(c) (the “Peoples Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. The Peoples Board shall at all times prior to and during the Peoples Meeting recommend the approval and adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of Limestone or take any other action or make any other public statement inconsistent with such recommendation.

  • Approvals and Consents Subject to any express provision in this Agreement to the contrary, a Party may conditionally or unconditionally give or withhold any consent to be given under this Agreement.

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and Seller to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to Purchaser, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement and the Operative Agreements shall have occurred.

  • Required Approvals and Consents (a) All action required by law and otherwise to be taken by the directors and stockholders of the Parent to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will have been duly and validly taken. (b) All Consents of or from all Authorities required hereunder to consummate the transactions contemplated herein, will have been delivered, made or obtained, and the Company will have received copies thereof.

  • Member Approval The “vote” or “approval” of the Members shall mean approval by a majority percentage of Membership Interest. Members shall vote or approve by their percentage interest as shown on Exhibit A of this Agreement. No annual or regular meetings of the Members are required. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Prior Approvals This Contract shall not be binding unless and until all requisite prior approvals have been obtained in accordance with current State law, bulletins, and interpretations.

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