Limitations on Authority of the Manager Sample Clauses

Limitations on Authority of the Manager. (a) It is expressly understood that the Manager shall not do or perform any of the following acts on behalf of the Company without first obtaining the approval of the Members holding at least a Majority of the Membership Interests:
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Limitations on Authority of the Manager. Notwithstanding anything to the contrary in this Agreement (including, but not limited to, Section 5.3 hereof), without the prior written consent of Rhove, the Manager shall not have the right, power or authority to, and covenants and agrees that he, she or it, on behalf of the Company or any subsidiary of the Company, shall not: 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065
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Limitations on Authority of the Manager. Without first obtaining the approval of the Class A Members, the Manager will not have the authority to:
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Limitations on Authority of the Manager. Notwithstanding anything to the contrary in this Agreement (including, but not limited to, Section 5.3 hereof), without the prior written consent of all the Members, the Manager shall not have the right, power or authority to, and covenants and agrees that he, she or it, on behalf of the Company or any subsidiary of the Company, shall not:
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Limitations on Authority of the Manager. (A) Notwithstanding the provisions of this Agreement (including Section 4.1) or any provision of the LLC Act, without the consent of the Investor, the Manager will not do any of the following (each, a “Major Decision”):
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Limitations on Authority of the Manager. Without first obtaining the unanimous consent and approval of the Member holding at least a Supermajority of the Voting Percentage, the Manager(s) will not have the authority to do any of the following:
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Limitations on Authority of the Manager. The actions of the Managers taken in such capacity and in accordance with this Agreement shall bind the Company. If more than one Manager has been appointed by the Members and is serving, no individual Manager shall have the authority, alone, to bind the Company without the approval and authorization of all of the Managers. The Managers may authorize, in a resolution or other writing, one or more Persons, or one or more officers or employees of the Company, in the name and on behalf of the Company and in lieu of or in addition to the Managers, to contract debts or incur liabilities and sign contracts or agreements (including instruments and documents providing for the acquisition, mortgage or disposition of property of the Company).
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Limitations on Authority of the Manager. If there is more than one Manager appointed by the Member, no individual Manager shall have the authority, alone, to bind the Company without the approval and authorization of a majority of the Managers. The Manager may authorize, in a resolution or other writing, one or more Persons, or one or more officers or employees of the Company, in the name and on behalf of the Company and in lieu of or in addition to the Manager, contract debts or incur liabilities and sign contracts or agreements (including, without limitation, instruments and documents providing for the acquisition, mortgage or disposition of property of the Company).
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Limitations on Authority of the Manager. Without first obtaining the approval of the Class A Members, the Manager will not have the authority to: Enter into any sale or other disposition of the Company (but not the Property); Convert the Company to another type of entity; Merge the Company with another entity; Do any act in contravention of this Agreement; Amend this Agreement or the Company's Certificate of Formation, except as specifically provided for in this Agreement; or After it is entered into, amend the lease referred to in Section 4.1.7, if such amendment would materially and adversely change the economic terms of the lease to the Company.
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Related to Limitations on Authority of the Manager

  • Limitations on Authority (a) The authority of the Member over the conduct of the business affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

  • 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 any 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:

  • Limitation on Authority A. The authority granted to Performing Agency by the System Agency is limited to the terms of the Contract.

  • Limits on Authority Distributor shall act as an independent contractor and nothing herein contained shall constitute Distributor or its agents, officers or employees as agents, officers or employees of Insurer solely by virtue of their activities in connection with the distribution and sale of the Contracts hereunder. Distributor and its Representatives shall not have authority, on behalf of Insurer to make, alter or discharge any Contract or other insurance policy or annuity entered into pursuant to a Contract; to waive any Contract forfeiture provision; to extend the time of paying any Premium; or to receive any monies or Premiums (except for the sole purpose of forwarding monies or Premiums to Insurer). Distributor shall not expend, nor contract for the expenditure of, the funds of Insurer. Distributor shall not possess or exercise any authority on behalf of Insurer other than that expressly conferred on Distributor by this Agreement.

  • Reliance on Authority of Person Signing Agreement In the event that a Member is not a natural person, neither the Company nor any Member will (a) be required to determine the authority of the individual signing this Agreement to make any commitment or undertaking on behalf of such Person or to determine any fact or circumstance bearing upon the existence of the authority of such individual, or (b) be required to see to the application or distribution of proceeds paid or credited to individuals signing this Agreement on behalf of such Entity.

  • Organization; Authority; Qualification Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, is a Certificated Air Carrier, is a Citizen of the United States, has the corporate power and authority to own its properties or hold them under lease and to enter into and perform its obligations under the Operative Documents to which it is a party and is duly qualified to do business as a foreign corporation in good standing in each other jurisdiction in which the failure to so qualify would have a material adverse effect on the consolidated financial condition of Company and its subsidiaries, considered as a whole, and its jurisdiction of organization (as such term is used in Article 9 of the Uniform Commercial Code as in effect in the State of Delaware) is Delaware.

  • Organization; Authority Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

  • Corporation Authorization The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.

  • Incorporation; Authorization; Etc Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has full corporate power to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Parent’s and Merger Sub’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other proceedings on the part of Parent and Merger Sub, their respective Boards of Directors and their respective stockholders or members. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (a) violate any provision of the charter or by-laws or similar organizational instrument of Parent, Merger Sub or any of their respective Subsidiaries, or (b) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien upon any of Parent’s, Merger Sub’s or any of their respective Subsidiaries’ assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Parent, Merger Sub or any of their respective Subsidiaries is a party or by which Parent, Merger Sub or any of their respective Subsidiaries is bound. This Agreement has been duly executed and delivered by Parent and Merger Sub, and, assuming the due execution hereof by the Company, this Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity).

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