Limitations on Manager Clause Samples

Limitations on Manager. The Manager cannot service any Managed Account (as defined on Schedule 1) during the term of this Agreement and for two (2) years after the termination of this Agreement (unless such termination results from Manager’s purchase of Managed Accounts from Company or Manager’s purchase of the Company) other than on behalf of the Company as set forth herein. Except as set forth in the preceding sentence and as Manager may otherwise agree in writing after the date hereof: (i) each of Manager and its affiliates and any of their respective directors, officers, partners, members, managers, employees, consultants or agents (collectively, the “Manager Affiliated Entities”) will have the right to, and will have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as the Company and its subsidiaries and affiliates and (B) do business with any client or customer of the Company or its subsidiaries or any of their affiliates; (ii) no Manager Affiliated Entity will be liable to the Company, its subsidiaries or any of their affiliates for breach of any duty (contractual or otherwise) by reason of any such activities or of such person’s participation therein; and (iii) in the event that any Manager Affiliated Entity acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company, its subsidiaries or any of their affiliates on the one hand, and any Manager Affiliated Entity, on the other hand, or any other person, no Manager Affiliated Entity will have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company, its subsidiaries or any of their affiliates and, notwithstanding any provision of this Agreement to the contrary, will not be liable to the Company, its subsidiaries or any of their affiliates for breach of any duty (contractual or otherwise) by reason of the fact that any Manager Affiliated Entity directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company, its subsidiaries or any of their affiliates.
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Limitations on Manager. During the Term and any renewal thereof, Manager agrees that: (A) Manager shall not permit wagering activities to be conducted at or in connection with the Hotel; (B) Manager shall not own, directly or indirectly (within the meaning of Section 856(d)(5) of the Internal Revenue Code of 1986, as amended (the "Code")), more than 35% of the shares of Equity Inns, Inc.; (C) No more than 35% of the total combined voting power of Manager's outstanding stock (or 35% of the total share of all classes of its outstanding stock) shall be owned, directly or indirectly, by one or more persons owning 35% or more of the outstanding stock of Equity Inns, Inc.; and (D) Manager (or a person who is a "related person" within the meaning of Section 856(d)(9)(F) of the Code (a "Related Person") with respect to the Manager shall be actively engaged in the trade or business of operating "qualified lodging facilities" (defined below) for one or more persons who are not Related Persons with respect to Equity Inns, Inc. or Lessee ("Unrelated Persons"). In order to meet this requirement, Manager agrees that it (or a Related Person with respect to Manager (i) shall derive at least 10% of both its revenue and profit from operating "qualified lodging facilities" for Unrelated Persons and (ii) shall comply with any regulations or other administrative guidance under Section 856(d)(9) of the Code with respect to the amount of hotel management business with Unrelated Persons that is necessary to qualify as an "eligible independent contractor" with the meaning of such Code Section.
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Limitations on Manager. Notwithstanding anything in this Agreement to the contrary, including, without limitation, Sections 2 and 3, Manager shall not have any authority to do any of the following acts on behalf of NEMLICO or the Subsidiaries without the express, prior, written approval of NEMLICO (which approval may be given in connection with NEMLICO's approval of an Operating Plan):
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Limitations on Manager. The Manager shall not, without the prior written consent of all Members not then in default: (a) Issue any new or additional ownership in the Company to any third party or Member; (b) Sell all or substantially all of the assets of the Company; (c) Liquidate or dissolve the Company; (d) Incur any indebtedness of the Company other than as set forth in Section 3.3 above; (e) Merge or consolidate the Company with another entity; (f) Make distributions of Excess Cash; (g) Admit new members to the Company; (h) Do any act in contravention of this Agreement; or (i) Do any act which would make it impossible to carry on in the ordinary course of the business of the Company.
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Related to Limitations on Manager

  • Limitations on Use No part of the moneys delivered to the Recipient pursuant to Section II hereof is being or will be used to refinance, retire, redeem, or otherwise pay debt service on all or any part of any part of any governmental obligations regardless of whether the interest on such obligations is or was excluded from gross income for federal income tax purposes unless prior approval by the Director is given.

  • Limitations on Services (a) Each Service furnished pursuant to this Agreement shall be in all material respects equivalent to and limited to the same type, quality, quantity and timeliness of such service that the Provider provides to its own organization and personnel, and to those of the other members of the Provider's Group. Each party acknowledges that the other may make changes from time to time in the manner of performing the Services if such Provider is making similar changes for itself, any member of its Group, or its respective business. Each party further acknowledges that such Services will be performed by those employees of such Provider who perform similar services for such Provider in the normal course of their employment. Accordingly, except as otherwise agreed upon by the parties, neither party shall be obligated to make available any incremental Services to the extent that doing so would unreasonably interfere with the performance of any employee of such party in connection with his or her responsibilities to the other, require additional staff or otherwise cause an unreasonable burden to the other, any member of the its Group, or their respective business. Each party acknowledges and agrees that duly authorized agents of the other shall have the right to enter their premises to the extent reasonably necessary or convenient to provide the Services. (b) If a Provider ceases to provide any of the Services to its own business units or if the level of such Services is reduced for any reason, such Provider may also cease to provide or reduce the level of such Services provided to the Recipient under this Agreement. Each party agrees to provide the other as promptly as practicable notice of any substantial change in the level of such Services provided under this Agreement, but in no event shall such Provider provide less than ninety (90) days advance notice of such date of any Service discontinuance. (c) Neither party shall be required to provide any Service to the extent the performance of such Service becomes "impracticable" as a result of a cause or causes outside the reasonable control of such party, including unfeasible technological requirements, or to the extent the performance of such Services would require such party to violate any applicable laws, rules or regulations or would result in the breach of any license, lease or other applicable contract.

  • Limitations on Suits No Holder of any Security of any series or any Coupons appertaining thereto shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of such series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee such indemnity as is reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any other series, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

  • Limitations on Activities Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation as a REIT, (b) subject the Corporation to regulation under the Investment Corporation Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares or its Securities, or otherwise not be permitted by the Charter or Bylaws of the Corporation, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, shall not be liable to the Corporation or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 of this Agreement.

  • Limitations on Claims In addition to the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement: (i) To indemnify or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.