Common use of Process for Approval Clause in Contracts

Process for Approval. The Members have approved an initial Business Plan and Budget for the LLC for the 2016 Fiscal Year, which is (or shall prior to the Closing Date be) attached hereto as Exhibit D. For the Fiscal Year of the LLC commencing on January 1, 2017, and for each Fiscal Year thereafter, the Administrative Member shall submit a proposed Budget and Business Plan, in such form as on Exhibit D, (i) no later than November 15, 2016 with respect to the Fiscal Year commencing on January 1, 2017, and (ii) no later than October 1 preceding each Fiscal Year with respect to each Fiscal Year thereafter. The Condor Member shall, after its receipt of such Budget and/or Business Plan, either (a) approve the Budget and/or Business Plan, or (b) advise the Administrative Member in writing of the Condor Member’s detailed objections thereto. If the Condor Member has any objections to the proposed Budget or Business Plan, the Condor Member and Administrative Member shall endeavor to resolve any disagreements with respect thereto prior to January 1 of the following calendar year; provided that if they are unable to agree upon any provision of the proposed Budget or Business Plan, then the Administrative Member shall utilize the final Budget or Business Plan applicable to the immediately preceding Fiscal Year, with up to an additional ten (10%) percent increase above such Budget or Business Plan (excluding from both any Necessary Expenses), except that any Necessary Expenses shall not be subject to objection and may be added to the Budget without giving effect to the referenced Budget Cap. The Budget and Business Plan, once approved or finalized by the Condor Member pursuant to this Section 6.3.3, or modified as provided in this Section 6.3.3, shall be referred to herein as the “Approved Budget” and the “Approved Business Plan”.