Limitation on Manager’s Authority Sample Clauses
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Limitation on Manager’s Authority. The Managers, in their capacity as such, or in their capacity as a direct or indirect manager or general partner of any subsidiary of the REIT that may hold title to any REIT Asset, shall not do, or cause the REIT or any such subsidiary to do, any act that would not be permitted under the Fund Agreement to be done by the Fund General Partner if title to such REIT Asset were held directly by the Fund, and shall, in general, act and cause the REIT to act, in such capacity in the same manner as if title to such REIT Asset were held directly by the Fund.
Limitation on Manager’s Authority. Manager's authority is expressly limited to the provisions provided herein or as may be amended in writing from time to time by Owner and mutually agreed to and accepted by Manager in writing.
Limitation on Manager’s Authority. Subject to Section 4.7 and notwithstanding any other provision of this Agreement, the Manager shall not cause or permit the Company to take any of the following actions without first obtaining the affirmative vote or written consent of the Board:
(a) Purchase or otherwise acquire (including by lease), or sell, exchange, or otherwise dispose of, any real property or any part thereof or any interest therein;
(b) Mortgage, grant a deed of trust on or a security interest in, pledge or otherwise encumber any real property or other property and assets owned by the Company, or any part thereof or interest therein;
(c) Borrow money from any party (in one or a series of related transactions) in an amount that exceeds $1,000,000, or issue evidences of indebtedness in connection with any borrowing, or amend or otherwise change the terms of, or extend the time for the payment of any indebtedness or other monetary obligation of the Company in excess of such amount;
(d) Make any advance, loan or other extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of, or make any other investment in, any third party, or create, incur, assume or suffer to exist any guarantee or obligation in connection with any third party's debt;
(e) Issue or enter into any agreement providing for the issuance (contingent or otherwise) of any additional Units or other equity securities of the Company, or make any call for additional Capital Contributions;
(f) Enter into any Change of Control Transaction;
(g) Engage in any material transaction not in the ordinary course of business or make any capital expenditure materially in excess of the amounts budgeted by the Company;
(h) Enter into any material transaction with Members or Affiliates of the Members;
(i) Appoint any Company officers and/or determine such officers' respective powers and duties;
(j) Change the Company's form of organization or tax status such that the Company is no longer an entity treated as a partnership for federal income tax purposes unless otherwise requested by the PCA Board Member, in which case the Manager shall present such request to the Board for consent, such consent not to be unreasonably withheld or delayed; or
(k) Take any action as to which the approval of the Board is expressly required by any other provision of this Agreement.
Limitation on Manager’s Authority. In addition to any other limitations on Manager's authority set forth in this Agreement, Manager shall not, without Licensee's written approval, take any of the following actions with respect to the Restaurant:
(a) enter into any contract unrelated to the day to day operation of the Restaurant, or any contract which has a duration of more than one year; or
(b) enter into any lease, license, concession or other occupancy agreement; or
(c) enter into any arrangement for the employment of any professional; or
(d) enter into a contract of insurance; or
(e) settle any litigation or claims against Licensee; or
(f) extend any credit on behalf of the Licensee to a third party; or
(g) borrow money, issue any guarantees or incur any interest or contingent obligation, except ordinary trade debt; or
(h) sell, transfer or otherwise dispose of all or any portion of the assets of the Restaurant, except for the sale of inventory in the ordinary course of business; or
(i) provide complimentary food or drink to any Restaurant patrons other than in the ordinary course of operating the Restaurant; or
(j) acquire any capital assets or interest therein; or
(k) finance, refinance or otherwise encumber the Restaurant or any portion thereof; or
(l) establish cash reserves for capital replacements or improvements; or
(m) make distributions to Licensee’s shareholders; or
(n) take any other action that is prohibited under the terms of this Agreement or requires the approval of Licensee.
Limitation on Manager’s Authority. Expenditure of Monies by Manager
Limitation on Manager’s Authority. Notwithstanding anything to the contrary contained in section 2.1 above, without the Owner's prior written consent the Manager shall not be authorized on behalf of the Owner to:
2.5.1 Borrow money from any party other than Manager, or pledge Owner's assets for any purpose; or
2.5.2 Sell, lease, trade, exchange or otherwise dispose of any capital assets of the Owner; or
2.5.3 Commit Owner to any single obligation in excess of $15,000 that is not in the Operating Budget, or exceed the total expenditures in the Operating Budget by more than 110% of those contemplated in the Operating Budget.
Limitation on Manager’s Authority. The Operating Property Manager and Development Manager shall not have any right, power or authority to take any action on behalf of the Company, Venture Five (or any Subsidiary LLC) or Venture Six in contravention of the restrictions and provisions set forth in this Section 8.3.
Limitation on Manager’s Authority. Manager shall not take or permit to be taken any of the actions set forth in Exhibit C (each, a "SIGNIFICANT ACTION") without the prior written consent of Client (and Client shall have the exclusive right, power and authority to take all such Significant Actions). In addition to the foregoing, if an emergency exists with respect to which expenditures are in Manager's professional and reasonable determination necessary for the preservation or the safety of any of the Hotels, for the safety of the occupants of any of the Hotels, or to avoid the suspension of any necessary service to any of the Hotels or if the failure to take any such action would (in Manager's professional and reasonable determination) result in a material default pursuant to any material contract or agreement to which Client is a party or would (in Manager's professional and reasonable determination) have a material adverse effect upon the value of any Hotel, such expenditures will be made by Manager without the prior approval of Client only to the extent necessary to remedy such emergency, material default or material adverse effect. Manager shall give Client prompt written notice of any such action taken pursuant to the foregoing authorization. Client acknowledges that Manager's determination as to whether such expenditures are necessary to remedy an emergency, material default or material adverse effect will, of necessity, be a matter of judgment, which judgment shall be respected unless it was manifestly unreasonable under the circumstances. Whenever this Agreement provides that consent or approval is required of or acts shall be performed by or at the discretion of Client, all such consents, approvals and acts are to be made, given, or performed only upon the prior written consent of the Board of Managers of Client, or any person designated in writing by the Board of Managers who shall be vested with the authority of Client, until such time, as any, as Manager shall receive written notice from Client designating one or more new authorized representatives of Client.
Limitation on Manager’s Authority. Notwithstanding the provisions of Sections 10.2 and 10.4 or any other provision of this Agreement to the contrary, the Managers shall not take any of the following actions without the written consent of two-thirds in interest of the Members:
10.6.1. Invest the proceeds raised by the Company except for the Convertible Preferred Stock;
10.6.2. Make any material change in the nature of the business of the Company;
10.6.3. Sell any securities of the Company, convertible or otherwise, through a public offering, private placement or otherwise, except for the purpose of raising the $3,045,000 necessary to fund the purchase of the Convertible Preferred Stock and the operations of the Company to administer and monitor such investment;
Limitation on Manager’s Authority. Manager shall not, without the approval of FSG's Board:
(a) Take any action that is not consistent with the Annual FSG Plan or fail to take any action taken is required to be taken as set forth in the Annual FSG Plan; or
(b) Except as set forth in the Annual FSG Plan, borrow any funds in the name of FSG, in the name of Manager (for the benefit of FSG or the FSG Business) or secured by any portion of the assets of FSG (whether such loan is on a secured or unsecured basis).