Administrative Member Sample Clauses

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): (i) implement all approved Major Decisions and Permanent Major Decisions; (ii) make decisions, take actions and make expenditures to the extent that the Administrative Member is expressly authorized to make such decisions, actions or expenditures in the Approved Long Term Business Plan or the then effective Approved Business Plan and Budget; (iii) oversee the collection of all revenues, rents, additional rents, percentage rents, escalations, pass-throughs, overages, fees and income from each Property; (iv) oversee and supervise all contractors working at any Property; (v) arrange for each Property’s compliance with all present and future laws, ordinances, orders, rules and regulations of all federal, state and local governmental and quasi-governmental bodies, boards, commissions and agencies having jurisdiction over each Property; (vi) review any and all insurance of any kind or nature including, but not limited to, property damage (including fire, acts of terrorism and all other risks), theft, public liability, loss of rents and business interruption and workmen’s compensation insurance obtained and paid for by the Venture or any Subsidiary in connection with each Property: (vii) arrange for the Venture’s compliance with all of the provisions of the Loan Documents; (viii) causing Distributions, if any, (a) through the applicable Subsidiaries to the Venture and (b) by the Venture to the Members at such times as are required under the Agreement; (ix) establishing and providing necessary services for the Venture and each Subsidiary, including executive, administrative, accounting, secretarial, record keeping, word processing, copying, telephone, mailing and distribution facilities; (x) maintaining proper books and records of the Venture’s and each Subsidiary’s business and affairs; (xi) perform or observe all of th...

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. (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 initially designate DP 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 2.17(b), is removed pursuant to Section 2.17(c) or ceases to be a member of the Company. The Administrative Member hereby agrees to carry out the business and affairs of the Company in accordance with the Management Standard and to devote such time to the Company as is necessary for the efficient operation of the business and affairs of the Company. The term "Management Standard" means the care exercised by a reasonably prudent commercial real estate developer and manager in Southern California for industrial projects similar in size, nature and location to the Project under the circumstances then prevailing with respect to the entire Project, in full compliance with all applicable laws and legal requirements (subject to the provision of required capital by the Company) and in accordance with the exercise of sound and prudent business practices. Subject to the terms of this Agreement (including Sections 2.04, 2.11, 2.12, 2.13 and 2.14 and Article XI, 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 prior to the completion of the Improvements, and (vi) performing such other services that are 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, and (B) the marketing and leasing management services delegated to the Administrative Member under Section

Administrative Member. The term "

Administrative Member. 68 14.11 Affiliate ................................................................................................................ 68 14.12

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) The administrative member of the Company (the “Administrative Member”) shall be Sponsor, unless and until Sponsor is removed as Administrative Member pursuant to the terms of this Section 7.03(a), in which event the Administrative Member shall be such other Member of the Company as may be designated by the Executive Committee. The Administrative Member shall, subject to the availability of Company funds from Revenues, Capital Contributions or other sources, (i) conduct the business of the Company on a day-to-day basis, and use diligent efforts to cause such operations to be conducted in accordance with the Budget and the Operating Plan and such other guidelines as shall be adopted by the Executive Committee (provided that the foregoing covenant does not constitute a guaranty by the Administrative Member that (A) the Project will be completed without cost overruns or within any schedule set out in the Budget or the Operating Plan or (B) the Company Property will perform in accordance with the Budget and Operating Plan or such guidelines), (ii) retain Sponsor, or another person or entity approved by the Executive Committee, to perform the Company Management Services for the Company, (iii) perform the duties assigned to it hereunder, and (iv) carry out all decisions and resolutions of the Executive Committee; provided, however, that notwithstanding anything contained in this Agreement to the contrary, the Administrative Member shall only be obligated to perform those services which are (A) required of it pursuant to the express terms of this Agreement or (B) reasonably requested of it by the Executive Committee, and reasonably agreed to by the Administrative Member, to the extent the same are consistent with other services customarily provided by administrative members or managers in comparable circumstances; provided, however, Administrative Member shall not be entitled to any additional compensation for services required by this

Administrative Member. The Administrative Member initially means Prime and thereafter any successor manager as may be appointed by 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 that both Members shall have approved in writing, 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.