Limitations on Manager Power Sample Clauses

Limitations on Manager Power. Notwithstanding the powers of the Manager set forth in Section 11.1.2, without the express written consent of all of the Members, the Manager shall not have the right or power to do any of the following: perform any act in contravention of this Agreement, or any amendment hereto; perform any act which would make it impossible to carry on the ordinary business of the Company; contract and otherwise deal with or otherwise obligate the Company to entities in which a Manager or officer may have an ownership or other financial interest to the extent the terms of those transactions are less favorable than those the Company could obtain from unrelated third parties; merge, consolidate or otherwise enter into any business combination of the Company with any other Person other than a wholly-owned Affiliate of the Company; borrow money or otherwise commit the credit of the Company, and provide security therefor, voluntary prepayments or extensions of term of debt, or guarantee debts or obligations of any entity; mortgage, pledge, or hypothecate for and on behalf of the Company all or substantially all of the Company's assets, including all or substantially all of its interest and investment in any other entity and all or substantially all of the assets of such other entity; provided, however, Section 11.1.3(e) and Section 11.1.3(f) are not intended and shall not be construed to forbid the Manager from selling short the FMO Securities and Claims or taking any related action necessary to sell short the FMO Securities and Claims; or enter into any transaction involving the payment of compensation or other expenses or incur any liability of any sort or nature between the Company and the Manager or any of the Manager's Affiliates or Chelonian or any of Chelonian's Affiliates.
Sample 1
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Related to Limitations on Manager Power

  • Limitations on Activities Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securities, or (d) not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directors, officers, employees and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers, employees or stockholders, except as provided in Section 5.02 of this Agreement.

  • Limitations on Services (a) The Parties recognize that certain responsibilities and obligations are imposed by federal and state securities laws and by the applicable rules and regulations of stock exchanges, the National Association of Securities Dealers, Inc., in-house "due diligence" or "compliance" departments of Licensed Securities Firms, etc.; accordingly, the Employee agrees that he will not:

  • Restrictions on chartering, appointment of managers etc No Borrower shall, in relation to the Ship owned by it:

  • Limitations on Use No part of the moneys delivered to the Recipient pursuant to Section II hereof is being or will be used to refinance, retire, redeem, or otherwise pay debt service on all or any part of any part of any governmental obligations regardless of whether the interest on such obligations is or was excluded from gross income for federal income tax purposes unless prior approval by the Director is given.

  • Limitations on Suits No Holder of any Security of any series or any Coupons appertaining thereto shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

  • Limitations on the Company’s Activities (i) This Section 9(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.

  • 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:

  • Limitations on Interest It is expressly the intent of Landlord and Tenant at all times to comply with applicable law governing the maximum rate or amount of any interest payable on or in connection with this Lease. If applicable law is ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or received with respect to this Lease, then it is Landlord’s and Tenant’s express intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder.

  • Limitations on Investments The Company will not, and will not permit any of its Subsidiaries to, make any Investment other than (i) a Permitted Investment or (ii) an Investment that is made as a Restricted Payment in compliance with Section 4.7 hereof.

  • Limitations on Actions Any action brought under this Contract, except an action for breach of warranty, shall be brought within the shorter of the statutory limitations period and the period of three years from the date of final payment without any tolling of this statutory limitations period for any reason whatsoever.

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