Administrative Member. The term "
Administrative Member. The Members hereby initially designate Majestic as the "Administrative Member" of the Company. The Administrative Member shall serve as the Administrative Member, unless and until it resigns as provided in Section 2.16(b), is removed pursuant to Section 2.16(c) or ceases to be a member of the Company. The Administrative Member hereby agrees to use its commercially reasonable efforts to carry out the business and affairs of the Company and to devote such time to the Company as is necessary, in the reasonable discretion of the Administrative Member, for the efficient operation of the business and affairs of the Company. Subject to the terms of this Agreement (including Sections 2.04, 2.11, 2.12, 2.13 and 2.14, which assign certain obligations or decision-making authority to Tejon or the Executive Committee), the Administrative Member shall be responsible for (i) preparing and implementing each Approved Business Plan (including, without limitation, each Development Plan, Development Budget, Operating Budget and Marketing Plan contained therein), (ii) implementing the decisions of the Executive Committee, (iii) reporting to the Executive Committee as to the status of the business and affairs of the Company, (iv) managing, supervising, and conducting the day-to-day business and affairs of the Company, (v) managing the accounting and the contract and lease administration for the Project including, without limitation, enforcing the Company's rights and benefits, and causing the Company to perform its duties and obligations, under each lease for space in the Project, and (vi) performing such other services delegated to the Administrative Member under this Agreement including, without limitation, (A) the development and construction management services delegated to the Administrative Member under Section 2.11, (B) the marketing and leasing management services delegated to the Administrative Member under Section 2.13, (C) the property management services delegated to the Administrative Member under Section 2.14, and (D) the reporting and accounting functions delegated to the Administrative Member under Article XI. The Administrative Member may not assign or delegate its duties or obligations under this Agreement without the prior written consent of the Executive Committee. 2.04 Approval of Major Decisions Notwithstanding any other provision contained in this Agreement, neither the Administrative Member nor the other Member may cause the Company to undertake, and the...
Administrative Member. The Members shall appoint, and from time to time may remove and replace, a Member to be the Administrative Member. The duties of the Administrative Member shall be (a) to manage the cash and bank accounts of the Company, (b) to receive and pass on to the other Members notices, reports and other communications from the Manager, (c) to liaise with the Owners Representative under the O&M Agreement (including setting monthly production levels, so long as such levels, on a quarterly basis, are within the Quarterly Maximum Production and Quarterly Minimum Production levels), (d) to negotiate contracts for the purchase of coal and sale of synfuel within parameters set by the Members from time to time, (e) to carry out the administrative duties of the Administrative Member set forth in this Agreement, (f) to execute contracts, agreements and other documents on behalf of the Company, and (g) such other duties as the Members shall require from time to time; provided that the exercise of the foregoing duties shall in all instances be subject to the provisions of Section 8.3. The initial Administrative Member is MHSI.
Administrative Member. (a) Subject to the terms and conditions of this Agreement, the Administrative Member shall have the duty and obligation to conduct (or cause to be conducted) with Due Care the day-to-day business and affairs of the Venture and the Subsidiaries in a manner consistent with the Approved Business Plan and Budget. In furtherance of the foregoing, and subject to the restrictions on the Administrative Member’s authority contained in the preceding sentence and otherwise in this Agreement, the Administrative Member shall have the duty and obligation to (solely to the extent of the Venture’s or any Subsidiary’s ability to take any of the following actions):
Administrative Member. (a) The Members shall select one of the Members to act as Administrative Member and the Members shall have the right from time to time to remove the Administrative Member and/or replace the then Administrative Member (with or without cause) with another Member selected by the Members, provided that the Member so selected agrees to serve as Administrative Member (it being agreed, for avoidance of doubt, that the Administrative Member and any Affiliate of the Administrative Member shall not be a Voting Member with respect to any Vote to remove an Administrative Member but shall be a Voting Member with respect to any Vote to select a replacement Administrative Member). Any Administrative Member so replaced shall cooperate with the new Administrative Member and the other Members to assure a smooth transition of responsibilities to the new Administrative Member. The Administrative Member shall have only the rights and responsibilities set forth in this Agreement and those reasonably necessary to carry out such responsibilities. The Members hereby appoint Five Point Member as the Administrative Member. The Administrative Member may execute and deliver, and bind the Company to, any contract, agreement, mortgage, loan, lease, note, document, instrument or transaction of any kind or nature whatsoever that has been approved by the Members pursuant to this Agreement. Except as provided in this Agreement, the Administrative Member shall have no independent authority in its capacity as such to act on behalf of the Company and shall be authorized to take only such actions on behalf of the Company as are expressly authorized in this Agreement or by the Members. The Administrative Member shall act as the representative of the Company in its capacity as the sole member of Mezzanine Subsidiary and the indirect owner of Owner, and the Administrative Member is authorized and directed to vote, approve, consent or otherwise take any action on behalf of the Company in the Company’s capacity as the sole member of Owner provided that to the extent any such vote, approval, consent or other action relates to an action that requires approval of the Members under this Agreement, that action has been approved by the Requisite Vote. Notwithstanding anything to the contrary contained in this Agreement, if the Development Management Agreement terminates for any reason at a time when the Administrative Member is an Affiliate of the Development Manager (or an Affiliate of any member, shareh...
Administrative Member. The Members hereby agree that the Administrative Member shall have Primary Responsibility for the day-to-day management and operation of the Company and day-to-day oversight of its Investments. As such, the Administrative Member shall have the responsibility and authority to carry out and take actions as and to extent the same are expressly set forth in the then current Annual Budget.
Administrative Member. The Administrative Member initially means UST and thereafter any successor manager as may be appointed by the unanimous vote of the Members. Subject to the express limitations set forth in this Agreement and the Property Management and Leasing Agreement, the Administrative Member shall have (a) the full, complete and exclusive authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company, (b) all the rights and powers of a Administrative Member under the Act, and (c) all authority, rights and powers in the management of the Company business to do any and all acts and things necessary, proper, appropriate, advisable, incidental or convenient to effectuate the purposes of this Agreement. Any action taken by the Administrative Member on behalf of the Company, other than a Major Decision as provided in Section 7.3, which shall require the written approval of both Members (except expressly provided in Section 7.3), shall constitute the act of and shall serve to bind the Company. In dealing with the Administrative Member acting on behalf of the Company, no Person shall be required to inquire into the authority of the Administrative Member to bind the Company, and such Persons dealing with the Company shall be entitled to rely conclusively on the power and authority of the Administrative Member.
Administrative Member. 5 2.04 Approval of Major Decisions ................................................................................. 6 2.05
Administrative Member. 68 14.11 Affiliate ................................................................................................................ 68 14.12
Administrative Member. (a) Subject to the restrictions on the Administrative Member’s authority contained in this Agreement, the Administrative Member shall have the duty and obligation (and non-exclusive authority) to (i) conduct (or cause to be conducted) the day to day business and affairs of the Venture and the Subsidiaries, subject to and in accordance with the provisions of this Agreement, including the implementation of all approved Major Decisions and Permanent Major Decisions, (ii) implement, in accordance with all applicable terms and conditions hereof, the Approved Long Term Business Plan and the then effective Approved Business Plan and Budget (which shall include, without limitation, making decisions, taking necessary actions and making necessary expenditures to the extent that such expenditure is on behalf of the Venture and its Subsidiaries on account of and in respect of their day-to-day business affairs and operations which are in furtherance of and in compliance with the Approved Business Plan and Budget and otherwise in accordance with all applicable terms and conditions hereof), (iii) perform or observe all of the specific obligations and rights to be performed by the Administrative Member hereunder, and (iv) execute and deliver on behalf of the Venture any and all documents, contracts, certificates, agreements and instruments, in furtherance of, and consistent with, the foregoing (including leases and contracts and the procurement of insurance in accordance with the terms and conditions hereof to the extent not otherwise constituting Major Decisions (unless approved as Major Decisions in accordance with the terms and conditions hereof)). For the avoidance of doubt and without limiting the foregoing, the Administrative Member shall not take or permit, or bind the Venture or any Subsidiary to take or permit (A) any Major Decision, (B) any Permanent Major Decision or (C) any other decision, election, expenditure or other action by or on behalf of the Venture or any Subsidiary that would exceed or violate the authority granted to the Administrative Member pursuant to clauses (i)-(iv) of this Section 7.04(a) or elsewhere in this Agreement, in each case without the NorthStar Member’s prior written consent. The Administrative Member shall not receive compensation for serving as Administrative Member of the Venture.
