Restrictions on the Authority of the Manager Clause Samples

The "Restrictions on the Authority of the Manager" clause defines specific limitations on what actions a manager is permitted to take on behalf of a company or partnership. Typically, this clause outlines certain decisions or transactions—such as incurring large debts, selling key assets, or entering into contracts above a set value—that require prior approval from the owners, board, or other governing body. By clearly delineating these boundaries, the clause helps prevent unauthorized or risky actions by the manager, ensuring that significant decisions are subject to oversight and protecting the interests of the stakeholders.
Restrictions on the Authority of the Manager. Notwithstanding anything contained in this Agreement to the contrary, provided so long as ▇▇▇▇▇▇▇ Invest is the legal and beneficial owner of all then-outstanding Preferred Units, the Manager may not take (or cause the Company to take) any of the decisions listed below (each, a “Major Decision”) without the prior approval or written consent of the Preferred Members, and such vote or consent is sufficient to authorize any Major Decision. All other decisions regarding the business of the Company may be made by the Manager and/or any duly appointed officer of the Company, unless this Agreement expressly provides otherwise or unless such decision falls outside of the scope of the official duties of such officer, as determined by the Manager in its discretion. (a) Engage in business other than owning and operating the Project or take any act that would prohibit or make it impossible to carry on the ordinary business of the Company; (b) Acquire or own a material asset other than the Project and incidental personal property; (c) Sell the Project and/or otherwise trigger the disposition of the Project or any portion thereof, except as provided for in this Agreement and/or the Senior Loan; (d) ▇▇▇▇▇ ▇ ▇▇▇▇ or encumbrance on any Company assets, including, but not limited to, the Project, except as required by the Senior Loan, the Senior Lender, the Loan Documents and/or such other documents related thereto; (e) Appoint, elect or remove any manager, employee or officer of the Company (other than removal for cause) and/or delegate any authority to such employees outside of their normal scope of authority; (f) Approve each Annual Business Plan, make any modifications thereto that result in a material increase of the original budget in such Annual Business Plan, or expend funds in a manner inconsistent with the approved Annual Business Plan, but excluding expending funds for an emergency action upon (g) Make any material change in the design or strategy of the Project which deviates from the initial plans and specifications, including any proposed change that would result in a material increase in the budget for the development and construction of the Project (the “Project Budget”); (h) Terminate the Project property manager or replace the Project property manager with another Person, except for termination for cause or the property manager’s exercise of any termination rights provided in the property management agreement or similar document governing the relationship b...
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Restrictions on the Authority of the Manager. Subject to the provisions of this Agreement, except as herein provided, the Manager shall not be authorized to do any of the following acts without the prior consent of all of the Members: A) Any act in contravention of this Agreement or the Articles of Organization of the Company; B) Any act which would make it impossible or impractical for the Company to conduct the ordinary business of the Company; C) Confess judgment against the Company; or D) Possess, sell or otherwise dispose of any property of the Company, except in the ordinary course of business.
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Restrictions on the Authority of the Manager. Except with the prior approval of the Owner, the Manager shall not: (a) knowingly incur any fines, expenses or penalties resulting from negligent or willful violation of, or failure of the Manager to comply with, Applicable Laws or any contractual provision except when incurred as a result of compliance with the provisions of this Agreement or on the instructions of the Owner; (b) place or permit any lien, encumbrance, claim, or judgment on or in respect of the Kami Property or the Kami Project or any part thereof or upon any right, title or interest of the Owner therein or thereto other than as may arise in favour of any Person under Applicable Laws in the ordinary course of business; or (c) other than in the case of emergencies, engage in activities or in expenditures not provided for in the Annual Budget and Work Plan.
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Restrictions on the Authority of the Manager. The following decisions shall require the following approvals of Members: (a) A vote in favor of, a sale or exchange of all or substantially all of the assets of, a recapitalization of and/or a tax-free reorganization of the Company or Getty Images (a "Reorganization") if such assets include Class B assets shall require the written consent of a majority of the Class B Members unless the Reorganization has been recommended by the Getty Images (or such successor's) board of directors; (b) Continuation of the Company after its termination date shall require the written consent of a majority of Class A Members and a majority of Class B Members; (c) The dissolution and winding up of the Company shall require the written consent of a Super Majority of Members; or (d) Amendment of this Agreement as provided in Article 12 shall require the written consent of a majority of Class A Members and a majority of Class B Members.
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Restrictions on the Authority of the Manager. The Manager shall have no authority to (i) do any act in contravention of law, (ii) without prior written consent of a majority of the Non-managing Members, do any act in contravention of this Agreement, (iii) admit a Person as a Manager of the Company except as provided for in Sections 7.1 and 4.4, or (iv) dissolve the Company, except as provided in Article 11.
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Related to Restrictions on the Authority of the Manager

  • Restrictions on General Partner’s Authority A. The General Partner may not take any action in contravention of this Agreement, including, without limitation: (i) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement; (iii) admit a Person as a Partner, except as otherwise provided in this Agreement (including with respect to the PLPs, who shall become Partners upon their receipt of Performance Units); (iv) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (v) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), undertake, on behalf of the Partnership, any of the following actions or enter into any transaction which would have the effect of such transactions: (i) except as provided in Section 7.3.D below, amend, modify or terminate this Agreement other than to reflect the admission, substitution, termination or withdrawal of partners pursuant to Article 12; (ii) make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership; (iii) institute any proceeding for bankruptcy on behalf of the Partnership; (iv) confess a judgment against the Partnership; or (v) enter into a merger (including a triangular merger), consolidation or other combination of the Partnership with or into another entity. C. Except in the case of a Liquidating Event pursuant to Section 13.1 (other than Section 13.1.F), the General Partner shall not, without the prior Consent of the Limited Partners, undertake, on behalf of the Partnership, any actions or enter into any transaction which would have the effect of a dissolution of the Partnership, including a sale, exchange, transfer or other disposition of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions. D. Notwithstanding Sections 7.3.B and 7.3.C, but subject to Section 7.3.E, the General Partner shall have the power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.C, 4.3.F and 4.4, or the admission, substitution, termination, reduction in Partnership Units or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (iii) to set forth or amend the designations, rights, powers, duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (iv) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity in, correct or supplement any provision, or make other changes with respect to matters arising under, this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal, state of local agency or contained in Federal, state or local law. (vi) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; and (vii) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3.D is taken. E. Notwithstanding Sections 7.3.B, 7.3.C and 7.3.D, this Agreement shall not be amended, and no action may be taken by the General Partner, including in either case through merger or sale of assets of the Partnership or otherwise, without the Consent of each Common Limited Partner or Preferred Limited Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5, Section 13.2.A(4), Article 18, Article 19, Article 20, Article 21 or Article 22 or the allocations specified in Article 6 (except as permitted pursuant to Section 4.3 and Section 7.3.D), (iv) alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, (v) alter the redemption or exchange rights as set forth in Sections 18.5, 18.8 19.5 and 19.8 hereof, respectively, or (vi) amend this Section 7.3.E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 without the Consent specified in such section. In addition, (a) Section 11.2 of this Agreement shall not be amended, and no action in contravention of Section 11.2 shall be taken, including in either case through merger or sale of assets of the Partnership or otherwise, without the Consent of the Limited Partners and (b) this Agreement shall not be amended, and no action shall be taken, including in either case through merger or sale of assets of the Partnership or otherwise, which would adversely affect the rights of the Persons set forth in Exhibit G to receive Performance Units as described herein. F. Other than incident to a transaction pursuant to Sections 11.2.B or 11.2.C, the General Partner shall not undertake to dispose of any Partnership Property specified in the agreements listed in Exhibit H in a taxable sale or taxable exchange prior to the dates specified in such agreements without the prior consent of each Limited Partner which contributed all or any portion of an interest in such Property to the Partnership, as set forth in such agreements.

  • Restrictions on Activities of the Trust Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall not, and none of the Trustee, the Delaware Trustee, the Company or the Servicer shall knowingly cause the Trust to, do any of the following: (i) engage in any business or activity other than those set forth in Section 2.01; (ii) incur or assume any indebtedness except for such indebtedness that may be incurred by the Trust in connection with the execution or performance of this Agreement or any other agreement contemplated hereby; (iii) guarantee or otherwise assume liability for the debts of any other party; (iv) do any act in contravention of this Agreement or any other agreement contemplated hereby to which the Trust is a party; (v) do any act which would make it impossible to carry on the ordinary business of the Trust; (vi) confess a judgment against the Trust; (vii) possess or assign the assets of the Trust for other than a Trust purpose; (viii) cause the Trust to lend any funds to any entity, except as contemplated by this Agreement; or (ix) change the purposes and powers of the Trust from those set forth in this Agreement.

  • Restrictions on the Fund Neither you nor any beneficiary may sell, transfer, or pledge any interest in your ▇▇▇▇ ▇▇▇ in any manner whatsoever, except as provided by law or this agreement. The assets in your ▇▇▇▇ ▇▇▇ will not be responsible for the debts, contracts, or torts of any person entitled to distributions under this agreement.

  • Restrictions on Owners' Power The Owners shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the other Basic Documents or would be contrary to the purpose of the Issuer as set forth in Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given.

  • Limitations on the Employment of the Adviser The services of the Adviser to the Company are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company, so long as its services to the Company hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Company, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, stockholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, stockholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.