Limitations on Authority of the Manager Sample Clauses
The "Limitations on Authority of the Manager" clause defines specific boundaries on what actions a manager is permitted to take on behalf of a company or partnership. Typically, this clause lists certain decisions or transactions—such as incurring large debts, selling major assets, or entering into contracts above a set value—that require approval from the owners, board, or another governing body before proceeding. By clearly outlining these restrictions, the clause helps prevent unauthorized or unilateral decisions by the manager, thereby protecting the interests of the stakeholders and ensuring oversight over significant business matters.
Limitations on Authority of the Manager. (a) It is expressly understood that the Manager shall not do or perform any of the following acts on behalf of the Company without first obtaining the approval of the Members holding at least a Majority of the Membership Interests:
(i) any act in contravention of this Agreement;
(ii) any act that would make it impossible to carry on the ordinary business of the Company, the Company Subsidiary or the Property Owner;
(iii) confess a judgment against the Company;
(iv) possess Company (or Company Subsidiary or Property Owner) property or assign the rights of the Company (or Company Subsidiary or Property Owner) in specific Company (or Company Subsidiary or Property Owner) property for other than Company (or Company Subsidiary or Property Owner) purposes;
(v) admit a Person as a Manager, except as provided in Section 7.2;
(vi) admit a Person as a Member except as otherwise provided herein;
(vii) continue the business of the Company in contravention of Section 12.1 hereof; or
(viii) cause or permit the Company to extend credit to or to make any loans or become surety, guarantor, endorser, or accommodation endorser for any Entity.
(b) It is expressly understood that, without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, and subject to the Basic Documents, the Manager shall not undertake or perform any of the actions set forth in Section 8.6(a) if doing so would cause any dilution of or material adverse economic effect upon the Class A Member’s Membership Interest or its rights under this Agreement or the Company Subsidiary LLC Agreement or the Property Owner LLC Agreement, nor may the Manager undertake or perform any of the following acts on behalf of the Company without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, subject to the Basic Documents:
(i) cause the Company to approve any Major Decision (as defined in Section 7.07 of the Company Subsidiary LLC Agreement, or any successor section thereto);
(ii) cause the Company to approve any amendment to the Company Subsidiary LLC Agreement;
(iii) file or consent to any filing any reorganization, receivership, insolvency, bankruptcy or other similar proceedings as to the Company, the Company Subsidiary or the Property Owner pursuant to any federal or state law affecting debtor and creditor rights;
(iv) to the fullest extent permitted by law, dissolve or liquidate the Compan...
Limitations on Authority of the Manager. Notwithstanding anything to the contrary in this Agreement (including, but not limited to, Section 5.3 hereof), without the prior written consent of Rhove, the Manager shall not have the right, power or authority to, and covenants and agrees that he, she or it, on behalf of the Company or any subsidiary of the Company, shall not: 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065
(a) Sell, transfer, pledge, hypothecate, or grant a mortgage on or security interest in, all or any part of the Property, other than personal property of the Company sold and replaced in the ordinary course of business;
(b) Enter into any lease or other agreement for the use or occupancy of the Property other than residential and commercial leases with arms-length counterparties on market terms, as determined in Manager’s reasonable discretion, each entered into in the ordinary course of business;
(c) Obtain or refinance any loan or other financing or refinancing which is secured by the Property (provided that the Members acknowledge and approve of the existing loan with Greenstate Credit Union);
(d) Borrow any sums on behalf of the Company which, individually or in the aggregate, are in excess of $62,000, except as authorized in the Approved Budget;
(e) Approve of the Business Plan, Proposed Budget, any modifications and deviations from any Business Plan and any modifications and deviations from any Approved Budget (other than, with respect to the Approved Budget, a deviation in an amount which does not exceed the applicable amount set forth in clause (f) below);
(f) A decision to exceed or deviate from the schedule of expenditures in an Approved Budget, other than Emergency Expenditures, expenditures for Non-Discretionary Expenses and expenditures that are Permitted Deviations;
(g) Institute any litigation or pursue any claims or remedies on behalf of the Company, other than with respect to: (i) disputes encountered in the course of the day-to-day operation of the Property where the amount in dispute, in the aggregate, does not exceed $62,000; (ii) claims on or for insurance coverage which, individually or in the aggregate, do not exceed $62,000; or (iii) delivering notices of default, applying security deposits and commencing enforcement proceedings in the ordinary course of business for the Company in connection with the leasing of space at the Property;
(h) Enter into any dispute, settlement, consent decree, stipulated court order or other resolut...
Limitations on Authority of the Manager. Without first obtaining the approval of the Class A Members, the Manager will not have the authority to:
4.2.1 Enter into any sale or other disposition of the Company (but not the Property);
4.2.2 Convert the Company to another type of entity;
4.2.3 Merge the Company with another entity;
4.2.4 Do any act in contravention of this Agreement;
4.2.5 Amend this Agreement or the Company's Certificate of Formation, except as specifically provided for in this Agreement; or
4.2.6 After it is entered into, amend the lease referred to in Section 4.1.6, if such amendment would materially and adversely change the economic terms of the lease to the Company.
Limitations on Authority of the Manager. Without first obtaining the approval of the Class A Members, the Manager will not have the authority to:
4.2.1 Enter into any sale or other disposition of the Company (but may sell or dispose of the assets of the Company without such approval);
4.2.2 Dissolve the Company;
4.2.3 Convert the Company to another type of entity;
4.2.4 Merge the Company with another entity;
4.2.5 Do any act in contravention of this Agreement;
4.2.6 Amend this Agreement or the Company's Articles of Organization, except as specifically provided for in this Agreement; or
4.2.7 Approve or cause the Company to enter into any agreement or transaction with the Manager or an affiliate of the Manager, other than the purchase or transfer of Units and transactions expressly contemplated by this Agreement (including without limitation the transactions described in Sections 4.1.4, 4.1.6, 6.1, and 6.4).
Limitations on Authority of the Manager. (A) Notwithstanding the provisions of this Agreement (including Section 4.1) or any provision of the LLC Act, without the consent of the Investor, the Manager will not do any of the following (each, a “Major Decision”):
(1) take any action (including selection of a broker) in connection with any transfer of all or any portion of the Project or any interest in the Project, except (i) surplus and salvage from construction, (ii) damaged, worn or obsolete property, (iii) easements necessary for development of the Project, (iv) leases of individual residential units in the Project and retail space that does not exceed 1,250 square feet, (v) concessions for laundry facilities and cable television, telephone, security alarm and similar services, (vi) a sale permitted by Section 9.2, (vii) non-material transfers of tangible or intangible personal property in the ordinary course of business and (viii) transfers contemplated by a Business Plan;
(2) encumber the Project, except to secure the Development Financing or another loan approved by the Investor or allowed by Section 4.2(B);
(3) refinance the Development Financing or any Refinancing Loan, except as allowed by Section 4.2(B);
(4) incur indebtedness of the Company, other than (i) trade payables and other similar indebtedness that are either (A) incurred in the ordinary course of operation of the Company’s business or (B) specifically authorized by an Operating Budget, (ii) Refinancing Loans allowed by Section 4.2(B), (iii) indebtedness for Project Costs (but, for items other than Guaranteed Project Costs and Operating Expenses for the period through Completion of Construction, only within the limits set by the Development Budget), (v) the Development Financing and (vi) other indebtedness not to exceed $100,000 in the aggregate outstanding at any one time;
(5) enter into any contract or transaction between the Company, on one hand, and the Manager or an Affiliate of the Manager, on the other hand, except as specifically authorized by this Agreement with respect to the construction contract with the General Contractor, or amend any contract (including the construction contract with the General Contractor) between the Company, on one hand, and the Manager or an Affiliate of the Manager, on the other hand, except to provide for change orders allowed by Section 4.2(D);
(6) make any changes to the Development Budget other than as allowed by Section 4.2(C); or adopt any Business Plan (or related Operating Budget or Le...
Limitations on Authority of the Manager. If there is more than one Manager appointed by the Member, no individual Manager shall have the authority, alone, to bind the Company without the approval and authorization of a majority of the Managers. The Manager may authorize, in a resolution or other writing, one or more Persons, or one or more officers or employees of the Company, in the name and on behalf of the Company and in lieu of or in addition to the Manager, contract debts or incur liabilities and sign contracts or agreements (including, without limitation, instruments and documents providing for the acquisition, mortgage or disposition of property of the Company).
Limitations on Authority of the Manager. Without first obtaining the unanimous consent and approval of the Member holding at least a Supermajority of the Voting Percentage, the Manager(s) will not have the authority to do any of the following:
(a) Enter into any sale or other disposition of the Company assets other than in the ordinary course of the Company’s business.
(b) Borrow money or otherwise incur indebtedness in the name of or on behalf of the Company if such borrowing or indebtedness either is not in the ordinary course of the Company's business or is in excess of $10,000.00 in a single transaction or a series of related transactions, nor to borrow or raise moneys on behalf of the Company in the Company's name or in the name of the Manager(s) for the benefit of the Company, draw, make, accept, endorse, execute or issue promissory notes, drafts, checks, or other negotiable or nonnegotiable instruments and evidences of indebtedness, to secure the payment thereof by mortgage, security agreement, pledge, or conveyance or assignment in trust of the whole or any part of the assets of the Company, including contract rights.
(c) To execute, deliver or perform on behalf of and in the name of the Company any and all agreements or documents binding the Company in any manner including but not limited to any lease, deed, easement, ▇▇▇▇ of sale, mortgage, trust deed, security agreement, contract of sale, or other document conveying, leasing, or granting a security interest in the interest of the Company in any of its assets, or any part thereof, whether held in the Company's name, the name of the Manager, or otherwise. The signature or signatures of all Member will be required to undertake the foregoing actions or to
(i) Dissolve the Company;
(ii) Merge the Company with another entity, or
(iii) Sell all or substantially all of the assets of the Company.
Limitations on Authority of the Manager. Without first obtaining the Approval of the Members, no Manager will have the authority to do any of the following:
(a) amend the Company’s Articles of Organization or this Agreement;
(b) sell or otherwise dispose of any asset owned by the Company other than in the ordinary course of business;
(c) dissolve the Company;
(d) merge the Company with another entity or convert the Company into a different type of entity;
(e) admit a new Manager or Member; or
(f) borrow money or otherwise incur indebtedness in the Company’s name other than in the ordinary course of business.
Limitations on Authority of the Manager. The actions of the Managers taken in such capacity and in accordance with this Agreement shall bind the Company. If more than one Manager has been appointed by the Members and is serving, no individual Manager shall have the authority, alone, to bind the Company without the approval and authorization of all of the Managers. The Managers may authorize, in a resolution or other writing, one or more Persons, or one or more officers or employees of the Company, in the name and on behalf of the Company and in lieu of or in addition to the Managers, to contract debts or incur liabilities and sign contracts or agreements (including instruments and documents providing for the acquisition, mortgage or disposition of property of the Company).
Limitations on Authority of the Manager. Without first obtaining the unanimous consent and approval of the Member holding at least a Supermajority of the Voting Percentage, the Manager(s) will not have the authority to do any of the following:
(a) Enter into any sale or other disposition of the Company assets other than in the ordinary course of the Company’s business.
(b) Borrow money or otherwise incur indebtedness in the name of or on behalf of the Company if such borrowing or indebtedness either is not in the ordinary course of the Company's business or is in excess of $10,000.00 in a single transaction or a series of related transactions, nor to borrow or raise moneys on behalf of the Company in the Company's name or in the name of the Manager(s) for the benefit of the Company, draw, make, accept, endorse, execute or issue promissory notes, drafts, checks, or other negotiable or nonnegotiable instruments and evidences of indebtedness, to secure the payment thereof by mortgage, security agreement, pledge, or conveyance or assignment in trust of the whole or any part of the assets of the Company, including contract rights.
(c) To execute, deliver or perform on behalf of and in the name of the Company any and all agreements or documents binding the Company in any manner including but not limited to any lease, deed, easement, ▇▇▇▇ of sale, mortgage, trust deed, security agreement, contract of sale, or other document conveying, leasing, or granting a security interest in the interest of the Company in any of its assets, or any part thereof, whether held in the Company's name, the name of the Manager, or otherwise. The signature or signatures of all Member will be required to undertake the foregoing actions or to
(i) Dissolve the Company;
(ii) Merge the Company with another entity, or
(iii) Sell all or substantially all of the assets of the Company.