Restrictions on Authority Sample Clauses
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Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners shall have no authority to perform any act in violation of applicable law, Agency or other government regulations, requirements of the Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Agency or other government regulations or requirements of the Lender, the terms of such regulations or requirements shall govern. Neither shall the General Partners have any authority to do any of the following acts without the Consent of the Investment Limited Partner and the prior written consent of the Special Limited Partner:
(1) to borrow in excess of $10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated Loans;
(2) to borrow from the Partnership or commingle Partnership funds with funds of any other Person;
(3) following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex which substantially alter the Apartment Complex or its use or which are at a cost in excess of $10,000 in a single Partnership fiscal year, except
(a) replacements and remodeling in the ordinary course of business or under emergency conditions or (b) construction paid for from insurance proceeds;
(4) to acquire any real property in addition to the Apartment Complex;
(5) following Permanent Mortgage Commencement, to increase, decrease (except through the amortization schedules provided for at the Permanent Mortgage Commencement), modify the terms of or refinance the Permanent Mortgages;
(6) to rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test;
(7) to sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership;
(8) to terminate any agreement with any Agency;
(9) to cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any substantial part of the Partnership's business or property, or to cause the Partnership to...
Restrictions on Authority. A. With respect to the Partnership and Partnership Property, the General Partners shall have no authority to perform any act in violation of any applicable laws or regulations thereunder, nor shall the General Partners as such, without the Consent of the Unitholders, have any authority:
(i) to voluntarily dissolve or terminate the Partnership prior to the expiration of its term, except for the acts listed in Section 8.1 hereof,
(ii) to purchase or acquire property other than personal property used in connection with the Properties or undertake construction of any properties other than the Properties (except as provided in the Prospectus);
(iii) except as permitted in this Agreement, to do any act required to be approved by the Unitholders under the Act;
(iv) to reinvest any Net Proceeds of Sale or Refinancing, except in short-term securities pursuant to Section 10.2B;
(v) except with respect to the Interim Investments, to invest in or underwrite securities of any type or kind for any purpose, or make investments other than in the Properties and the operations related and incidental thereto;
(vi) to do any act in contravention of this Agreement;
(vii) to do any act that would make it impossible to carry on the ordinary business of the Partnership;
(viii) to confess a judgment against the Partnership;
(ix) to offer Interests or Units in exchange for property;
(x) to possess the Properties or any Partnership Property related thereto, or assign the Partnership's rights in same, for other than the exclusive use of the Partnership;
(xi) to operate in such a manner as to be classified as an "investment company" under the meaning of the Investment Company Act of 1940;
(xii) to purchase or lease any property from or sell or lease property to the General Partners or their Affiliates;
(xiii) to admit a Person as a General Partner, except as provided in this Agreement;
(xiv) to admit a Person as a Unitholder or Limited Partner, except as provided in this Agreement;
(xv) to sell all or substantially all of the Properties;
(xvi) to create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any portion of the Properties if the sum of the principal amount of such debt and the principal amount of all other debts of the Partnership which are secured by all or part of the Partnership Property, would exceed 60% of the fair market value of all of the Partnership Property, as determined by an independent appraisal; provided, how...
Restrictions on Authority. For all purposes under this Agreement, the Distributor is an independent contractor and shall not be deemed to be an employee, agent, partner or legal representative of the Company. This Agreement does not grant, and the Distributor shall not have, any authority, express or implied, to create or assume any obligation, enter into any agreement, make any representation or warranty, file any document with any governmental body or serve or accept legal process on behalf of the Company, to settle any claim by or against the Company, or to bind or otherwise render the Company liable in any way in the Territory or anywhere else in the world, without the prior express written consent of the Company. The Distributor shall purchase the Products for its own account from the Company and shall re-sell the Products for its own account in the Territory.
Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partner shall have no authority to perform any act in violation of the Act, any other applicable law, Agency or other government regulations, the requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Regulations or requirements of any Lender, the terms of such Regulations or the requirements of such Lender, as the case may be, shall govern. Subject to the provisions of Section 6.2(b), the General Partner, acting in its capacity as General Partner, shall not have the authority, without the Consent of the Special Limited Partner:
(i) to have unsecured borrowings in excess of ten thousand dollars ($10,000.00) in the aggregate at any one time outstanding, except borrowings constituting Subordinated Loans or Credit Recovery Loans;
(ii) to borrow from the Partnership or commingle Partnership funds with the funds of any other Person;
(iii) following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex which substantially alter the character or use of the Apartment Complex or which cost in excess of ten thousand dollars ($10,000.00) in a single Fiscal Year, except (x) replacements and remodeling in the ordinary course of business or under emergency conditions or (y) construction paid for from insurance proceeds;
(iv) to acquire any real property in addition to the Apartment Complex;
(v) to increase, decrease or modify the terms of or refinance any Mortgage Loan;
(vi) to rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test;
(vii) to sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership;
(viii) to terminate any Material Agreement;
(ix) to cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any other substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment ...
Restrictions on Authority. The Provider will not commit or otherwise bind BC Housing to any agreements in any manner whatsoever, except to the extent specifically provided in this Agreement and in particular, without limiting the generality of the foregoing, the Provider will not take any action, expend any sum, make any decision, give any consent, approval or authorization or incur any obligation with respect to any lease or any other arrangement involving the rental, use or occupancy of all or part of the Development other than a Residency Agreement in accordance with this Agreement, except with the prior written approval of BC Housing, in its sole discretion.
Restrictions on Authority. Without the unanimous consent of the Partners, no Partner or officer of the Partnership shall have authority to do, or to cause the Partnership to do, any of the following:
(i) any act in contravention of this Agreement;
(ii) amend this Agreement, except as expressly provided otherwise herein;
(iii) possess any property or assign, transfer or pledge the rights of the Partnership in specific property other than for the benefit of the Partnership;
(iv) employ, or permit to be employed, the funds or assets of the Partnership in any manner except for the benefit of the Partnership;
(v) admit any Person as a Partner of the Partnership; or
(vi) cause the Partnership to issue any Interest in the Partnership to any Person other than the initial issuance of Units pursuant to Article II above.
Restrictions on Authority. Notwithstanding subsection 6.1 of this Article, only the Member may take the following actions or may direct the Manager to take the following actions:
6.3.1 the admission of an additional member other than the Member; and,
6.3.2 the initiation or proceeding under which the Company would become a Debtor under the United States Bankruptcy Code; and,
6.3.3 a change in the Purpose of the Company; and,
6.3.4 the approval of a merger, conversion, or elective application of a statute to the Company; and,
6.3.5 the taking of any action that would make it impossible to fulfill the purpose of the Company; and,
6.3.6 the amendment of this Agreement; and,
6.3.7 the sale, exchange or other Disposition of all, or substantially all of the Company’s Property other than in the ordinary course of the Company’s Business.
Restrictions on Authority. With respect to the Company and its property, the Manager shall have no authority to perform any act in violation of the Ohio Act or any other applicable laws or regulations thereunder, nor shall the Manager have any authority, except as expressly provided in this Agreement, to:
(a) withdraw as the general partner of Everflow;
(b) take any action which could result in the dissolution of Everflow;
(c) do any act in contravention of limited partnership agreement of Everflow;
(d) do any act in contravention of this Agreement;
(e) do any act which would make it impossible to carry on the ordinary business of the Company;
(f) possess Company property or assign the right of the Company in specific Company property for other than a Company purpose;
(g) guarantee in the name or on behalf of the Company the payment of money or the performance of any contract or other obligation of any person; and
(h) without having received the prior written consent of a Majority-in-Interest of the Members, assign Company property in trust for creditors or on the assignee’s promise to pay the debts of the Company, consent to a judgment against the Company or submit a Company claim or liability to arbitration.
Restrictions on Authority. The Administrator agrees that:
A. It shall not underwrite risks and/or determine appropriate premium for insurance policies other than as prescribed in Schedule A and the Underwriting Guidelines in Schedule G, unless the Administrator requests and receives prior written approval from Palomar for such risks. Any approval granted by Palomar is limited to the specific risks for which approval has been sought unless expressly noted otherwise by Palomar;
B. the Administrator shall not waive any condition or make any change to the Company’s insurance policies, endorsements or applications without Palomar’s prior written consent;
C. the Administrator shall not, without Palomar’s prior written consent, (i) appoint insurance agents or producers, or sub-insurance agents or producers, to bind Palomar Specialty Insurance Company insurance coverage or countersign policies on behalf of Palomar, or (ii) make any other agreement rendering Palomar liable for the payment or repayment of expenses, commissions or other sums;
D. the Administrator shall not negotiate, solicit, quote, bind, arrange for countersignature of or deliver on behalf of Palomar policies, endorsements, certificates or binders in any jurisdiction or territory except those listed in Schedule E to this Agreement, unless otherwise authorized in writing to do so by Palomar;
E. the Administrator shall not affect any flat cancellations of policies issued pursuant to this Agreement, unless the flat cancellation is within the first forty-five (45) days after the effective date of the policy and is in compliance with applicable law;
F. the Administrator shall not bind coverage after the effective date of the policy without prior written approval of Palomar, except during the fifteen (15) day period after the coverage effective date if the insured has warranted in writing that it is not aware of any losses;
G. the Administrator shall not negotiate or bind ceded or assumed reinsurance or retrocessions on behalf of Palomar or commit Palomar to participate in insurance or reinsurance syndicates, pools, agency reinsurance arrangements or joint ventures of any nature. This sub-paragraph shall not preclude the Administrator from consulting with Palomar regarding reinsurance for coverage issued pursuant to this Agreement;
H. the Administrator shall not charge any broker fees, policy fees, or service fees without express written authorization from Palomar.
Restrictions on Authority. Without the consent of holders of a majority of the outstanding Partnership Units held by the Special Limited Partners, the General Partner may not consent to the Partnership participating in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets.