Specific Limitations on Manager Sample Clauses
Specific Limitations on Manager. Notwithstanding anything to the contrary contained in this Agreement or the Act, other than as set forth in Section 3.5(a)(iii) hereof, without the prior written approval of the Members in their sole discretion, Manager shall have no right, power, or authority to do any of the following acts (each of which is herein called a “Major Decision”), except to the extent the matter or action is included or authorized by an Approved Annual Plan:
(a) acquire, by purchase or lease, any direct or indirect interest in real property in addition to the Project Land (other than utility and access easements on customary terms serving the Project over property owned by third parties), or construct any significant capital improvements on the Project Land or replace an existing capital improvement following completion of construction thereof;
(b) give or grant any options, rights of first refusal, deeds of trust, mortgages, pledges or security interests or otherwise encumber the Project or any portion thereof, other than the granting of customary easements;
(c) modify the Development Plan;
(d) sell or convey the Project or any portion thereof or any interest therein other than sales of residential land or units in accordance with an Approved Annual Plan or the Development Plan;
(e) cause or permit the Company to extend credit to or to make any loans or become a surety, guarantor, endorser or accommodation endorser for any person, firm or corporation;
(f) confess a judgment against the Company, submit a Company claim to litigation or arbitration, or settle any litigation or arbitration;
(g) distribute any cash or property of the Company to a Member, or establish any reserve, other than as provided in an Approved Annual Plan or the Development Plan;
(h) enter into any lease or other occupancy arrangement not in accordance with leasing guidelines set forth in an Approved Annual Plan or the Development Plan;
(i) admit a new Member to the Company;
(j) enter into, modify, terminate or waive any breach of or default under the Development Management Agreement or any other agreement with any Affiliate of any Member;
(k) select the Company's legal counsel, or change the Company's counsel;
(l) except as provided in an Annual Business Plan or the Development Plan and with respect to trade payables and other borrowings in the ordinary course of the Company’s business, enter into any third party loan or other borrowing, or modify, prepay or extend the term of any third party loan or other...