Common use of Management Decisions Clause in Contracts

Management Decisions. (a) Subject to, and without limiting, the delegation of authority to SSCI under the Management Agreement, all decisions pertaining to the business, affairs and operations of the Company must be approved by each Member. (b) Except as otherwise expressly contemplated by this Agreement, no action may be taken by either Member, nor may the Property Manager be given the authority to take any action in the name and/or on behalf of the Company, with respect to any matter that is a Major Decision unless the Major Decision is approved by both Members; provided, however, that items (i), (ii) and (iii) of this Section 5.4(b) shall only require the unilateral approval of Chase. The following are "Major Decisions": (i) Approving the Annual Budget; (ii) Entering into any amendment to the Management Agreement or permitting the manager under the Management Agreement to do any act that represents a material departure from the Management Agreement or terminating the Property Manager under the Management Agreement after an event of default thereunder; (iii) Making any amendment to any Annual Budget previously approved by the Members; (iv) Except for insured claims (including those settled within the deductible or self-insured retention), compromising, settling or adjusting claims, liabilities or causes of action of or against the Company or a Property; (v) Purchasing any real property other than as specifically contemplated and identified by the capital budget; (vi) Selling, exchanging or mortgaging a Property or any interest in a Property, or any other assets of a Property, except as specifically set forth in an Annual Budget; (vii) Incurring any indebtedness of the Company, including entering into senior financing agreements (other than the Credit Facility), or causing the Company to become liable as an endorser, guarantor, surety or otherwise for any debt obligation or undertaking of any other Person, except for Company endorsements for deposit or collection of checks, drafts and similar instruments received by the Company in the ordinary course of business; (viii) Causing or permitting the Company to grant any lien, mortgage, pledge or hypothecate Company assets to secure any indebtedness for borrowed money of the Company or prepaying any indebtedness of the Company; (ix) The making of any loan; (x) Merging or consolidating with, or acquisition of any equity interest in, any corporation, limited liability company, partnership, association or other business organization; (xi) Entering into material agreements with an annual value in excess of $50,000 that is not in the ordinary course of business; (xii) Admitting any additional Members to the Company (other than pursuant to a permitted transfer); (xiii) The issuance of any equity securities or causing the Company to invest in or become a member, participant, venturer or shareholder, in any other company, venture, corporation, business, enterprise or the like; (xiv) Taking any action that would have a material adverse impact upon the viability of allocations of Net Profits and Net Losses under Section 704(b) of the Code; (xv) Taking any action that would be an Event of Bankruptcy; (xvi) Filing or revoking any election or otherwise causing the Company to be characterized other than as a Company for federal, state, local or other tax purposes; (xvii) With respect to each Property owned by the Company, causing the Company to perform any services or enter into any lease or other contract that would cause any or all of the gross income received by the Company attributable to such Property to be treated as other than "rents from real property" as defined in Section 856(d) of the Code; (xviii) Performing any act that would adversely affect the qualification of SSCI as a real estate investment trust pursuant to Sections 856-860 of the Code; (xix) Approving the Company's attorneys and certified public accountants. (xx) Any changes or modifications to this Agreement;

Management Decisions. (a) Subject to, and without limiting, Except to the delegation of extent that the Managers agree to delegate the authority with respect to SSCI under the Management Agreementspecified matters, all decisions pertaining to the business, affairs and operations shall be made by a unanimous vote of the Company must be approved by each MemberManagers. (b) Except Any disbursement of funds of the Company will require such signatures as otherwise expressly contemplated by this Agreement, no action may be taken determined by either Member, nor may the Property Manager be given the authority to take any action in the name and/or on behalf of the Company, with respect to any matter that is a Major Decision unless the Major Decision is approved by both MembersManagers; provided, however, that items the Managers shall obtain, with respect to (i)x) any distributions of funds pursuant to Section 4.5, (ii) a confirmation of the calculation of such distributions from a nationally recognized public accounting firm prior to such distribution and (iiiy) any other disbursement of this Section 5.4(bfunds, a confirmation of the calculation of such disbursements from a nationally recognized public accounting firm in connection with the preparation of the Company's annual financial statements. (c) shall only The following actions require the unilateral approval of Chase. The following are "Major Decisions"Members (including Class B Members) representing a majority of the Capital Contributions: (i) Approving any acquisition of tangible or intangible assets other than the Annual BudgetSecurities or other assets described in or consistent with the Investment Proposal Letter; (ii) Entering into any amendment to change in the Management Agreement or permitting business organization of the manager under the Management Agreement to do any act that represents a material departure from the Management Agreement or terminating the Property Manager under the Management Agreement after an event of default thereunderCompany, however effected; (iii) Making the admission of any amendment to any Annual Budget previously approved by the MembersClass A Member; (iv) Except for insured claims (including those settled within the deductible or self-insured retention), compromising, settling or adjusting claims, liabilities or causes any decisions of action of or against the Company or a Propertyto obtain additional funding through borrowing; (v) Purchasing any real property other than as specifically contemplated and identified by selecting members of the capital budgetboard of directors of Danskin; (vi) Selling, exchanging or mortgaging a Property or any interest in a Property, or decision of the Company as to how the Securities are to be voted on any other assets of a Property, except as specifically set forth in an Annual Budget;action to be taken by Danskin permitting the Securities to be voted thereon; and (vii) Incurring any indebtedness of decision as to whether the Company, including entering into senior financing agreements (other Company should accept an offer made to purchase the Securities from the Company at a price equal to or greater than the Credit Facility), or causing the Company to become liable as an endorser, guarantor, surety or otherwise for any debt obligation or undertaking of any other Person, except for Company endorsements for deposit or collection of checks, drafts and similar instruments received by the Company in the ordinary course of business; applicable Target Price (viii) Causing or permitting the Company to grant any lien, mortgage, pledge or hypothecate Company assets to secure any indebtedness for borrowed money of the Company or prepaying any indebtedness of the Company; (ix) The making of any loan; (x) Merging or consolidating with, or acquisition of any equity interest in, any corporation, limited liability company, partnership, association or other business organization; (xi) Entering into material agreements with an annual value in excess of $50,000 that is not in the ordinary course of business; (xii) Admitting any additional Members to the Company (other than pursuant to a permitted transfer); (xiii) The issuance of any equity securities or causing the Company to invest in or become a member, participant, venturer or shareholder, in any other company, venture, corporation, business, enterprise or the like; (xiv) Taking any action that would have a material adverse impact upon the viability of allocations of Net Profits and Net Losses under Section 704(b) of the Code; (xv) Taking any action that would be an Event of Bankruptcy; (xvi) Filing or revoking any election or otherwise causing the Company to be characterized other than as a Company for federal, state, local or other tax purposes; (xvii) With respect to each Property owned by the Company, causing the Company to perform any services or enter into any lease or other contract that would cause any or all of the gross income received by the Company attributable to such Property to be treated as other than "rents from real property" as defined in Section 856(d4.5(b)(i) of the Code; (xviii) Performing any act that would adversely affect the qualification of SSCI as a real estate investment trust pursuant to Sections 856-860 of the Code; (xix) Approving the Company's attorneys and certified public accountantsbelow). (xxd) Any changes or modifications decision as to this Agreement;whether the Company should accept an offer made to purchase the Securities from the Company at a price less than the applicable Target Price (as defined in Section 4.5(b)(i) below) will require the unanimous approval of all Members (including Class B Members).

Management Decisions. (a) Subject to, and without limiting, the delegation of authority to SSCI under the Management Agreement, all decisions pertaining to the business, affairs and operations of the Company must be approved by each Member. (b) Except as otherwise expressly contemplated by this Agreement, no action may be taken by either Member, nor may the Property Manager be given the authority to take any action in the name and/or on behalf of the Company, with respect to any matter that is a Major Decision unless the Major Decision is approved by both Members; provided, however, that items (i), (ii) and (iii) of this Section 5.4(b) shall only require the unilateral approval of Chase. The following are "Major Decisions": (i) Approving the Annual Budget; (ii) Entering into any amendment to the Management Agreement or permitting the manager under the Management Agreement to do any act that represents a material departure from the Management Agreement or terminating the Property Manager under the Management Agreement after an event of default thereunderAgreement; (iii) Making any amendment to any Annual Budget previously approved by the Members; (iv) Except for insured claims (including those settled within the deductible or self-insured retention), compromising, settling or adjusting claims, liabilities or causes of action of or against the Company or a Property; (v) Purchasing any real property other than as specifically contemplated and identified by the capital budget; (vi) Selling, exchanging or mortgaging a Property or any interest in a Property, or any other assets of a Property, except as specifically set forth in an Annual Budget; (vii) Incurring any indebtedness of the Company, including entering into senior financing agreements (other than the Credit Facility), or causing the Company to become liable as an endorser, guarantor, surety or otherwise for any debt obligation or undertaking of any other Person, except for Company endorsements for deposit or collection of checks, drafts and similar instruments received by the Company in the ordinary course of business; (viii) Causing or permitting the Company to grant any lien, mortgage, pledge or hypothecate Company assets to secure any indebtedness for borrowed money of the Company or prepaying any indebtedness of the Company; (ix) The making of any loan; (x) Merging or consolidating with, or acquisition of any equity interest in, any corporation, limited liability company, partnership, association or other business organization; (xi) Entering into material agreements with an annual value in excess of $50,000 that is not in the ordinary course of business; (xii) Admitting any additional Members to the Company (other than pursuant to a permitted transfer); (xiii) The issuance of any equity securities or causing the Company to invest in or become a member, participant, venturer or shareholder, in any other company, venture, corporation, business, enterprise or the like; (xiv) Taking any action that would have a material adverse impact upon the viability of allocations of Net Profits and Net Losses under Section 704(b) of the Code; (xv) Taking any action that would be an Event of Bankruptcy; (xvi) Filing or revoking any election or otherwise causing the Company to be characterized other than as a Company for federal, state, local or other tax purposes; (xvii) With respect to each Property owned by the Company, causing the Company to perform any services or enter into any lease or other contract that would cause any or all of the gross income received by the Company attributable to such Property to be treated as other than "rents from real property" as defined in Section 856(d) of the Code; (xviii) Performing any act that would adversely affect the qualification of SSCI as a real estate investment trust pursuant to Sections 856-860 of the Code; (xix) Approving the Company's attorneys and certified public accountants. (xx) Any changes or modifications to this Agreement;