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.
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Sources: Operating Agreement (Everflow Eastern Partners Lp), Operating Agreement (Everflow Eastern Partners Lp)
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 '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.
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