Common use of Limitations on Power of Manager Clause in Contracts

Limitations on Power of Manager. Notwithstanding any other provisions of this Agreement, however, the Manager shall have no power or authority to approve or cause the Company to engage in any of the following, without first obtaining the unanimous vote or written consent of all Members: (a) the sale, exchange or other disposition of all, or substantially all, of the Company’s assets occurring as part of a single transaction or plan, or in a series of transactions, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution; (b) the merger of the Company with another limited liability company or a corporation, general partnership, limited partnership or other entity; (c) the admission of another Person as a Member of the Company; (d) any Company borrowing of money which, after giving effect to the borrowing, causes the Company to have more than Five Hundred Thousand Dollars ($500,000.00) in principal amount of Company borrowings outstanding; (e) any loan in excess of Five Hundred Thousand Dollars ($500,000.00) by the Company to any Person, any guaranty by the Company of any other Person’s obligations in excess of Five Hundred Thousand Dollars ($500,000.00) or any investment of more than Five Hundred Thousand Dollars ($500,000.00) by the Company in the business of any other Person; (f) any alteration of the primary purpose of the Company as set forth in Section 2.4; (g) any act which would make it impossible to carry on the ordinary business of the Company; (h) any decision to place the Company into Bankruptcy; or (i) any amendment to the Certificate of Formation or this Agreement.