Responsibilities of the Manager. The Manager shall:
7.5.1 Have a fiduciary responsibility for the safekeeping and use of all the funds and assets of the Company;
7.5.2 Devote such of its time and business efforts to the business of the Company as they shall in its discretion, exercised in good faith, determine to be necessary to conduct the business of the Company for the benefit of the Company and the Members;
7.5.3 File and publish all certificates, statements, or other instruments required by law for formation, qualification and operation of the Company and for the conduct of its business in all appropriate jurisdictions;
7.5.4 Cause the Company to be protected by public liability, property damage and other insurance determined by the Manager in its discretion to be appropriate to the business of the Company;
7.5.5 At all times use its best efforts to meet applicable requirements for the Company to be taxed as a Company and not as an association taxable as a corporation; and
7.5.6 Amend this Agreement to reflect the admission of Members not later than 90 days after the date of admission or substitution.
Responsibilities of the Manager. The Manager shall:
7.5.1 Have the responsibility for the safekeeping and use of all the funds and assets of the Company;
7.5.2 Devote such of its time and business efforts to the business of the Company as it shall in its discretion, exercised in good faith, determine to be necessary to conduct the business of the Company;
7.5.3 File and publish all certificates, statements, or other instruments required by law for formation, qualification and operation of the Company and for the conduct of its business in all appropriate jurisdictions;
7.5.4 Cause the Company to be protected by public liability, property damage and other insurance determined by the Manager in its discretion to be appropriate to the business of the Company;
7.5.5 At all times use its best efforts to meet applicable requirements for the Company to be taxed as a partnership and not as an association taxable as a corporation; and
7.5.6 Amend this Agreement to reflect the admission of the Members not later than 90 days after the date of admission or substitution.
Responsibilities of the Manager. The Manager shall assist the Company with the following items, whether or not related to any of the Vessels:
(i) compliance with all Applicable Laws, including all relevant securities laws and the rules and regulations of the SEC, the New York Stock Exchange and any other securities exchange upon which the Company’s securities are listed;
(ii) arranging for the provision of advisory services to the Company with respect to the Company’s obligations under applicable securities laws in the United States and disclosure and reporting obligations under applicable securities laws, including the preparation for review, approval and filing by the Company of reports and other documents with the SEC and all other applicable regulatory authorities;
(iii) maintaining the Company’s corporate existence and good standing in all necessary jurisdictions and assisting in all other corporate and regulatory compliance matters;
(iv) conducting investor relations functions on behalf of the Company; and
(v) adjusting and negotiating settlements, with or on behalf of claimants or underwriters, of any claim, damages for which are recoverable under insurance policies.
Responsibilities of the Manager. The Manager shall devote such time to administering the business of the Company as the Manager reasonably deems necessary to perform the Manager’s duties as such as set forth in this Agreement. Nothing in this Agreement shall preclude the employment by the Company of any agent or third party to provide services in respect of the business of the Company; provided, however, that the Manager shall continue to have ultimate responsibility for the Company’s business, property and affairs under this Agreement. The Manager shall cause to be filed such certificates or filings as may be required for the continuation and operation of the Company as a limited liability company in any state in which the Company elects to do business.
Responsibilities of the Manager. (a) In rendering such services, the Manager shall:
(i) have a fiduciary responsibility for the safekeeping and use of all the funds and assets of the Company;
(ii) devote such of its time and business efforts to the business of the Company as it shall in its discretion, exercised in good faith, determine to be necessary to conduct the business of the Company;
(iii) file and publish all certificates, statements, or other instruments required by law for formation, qualification and operation of the Company and for the conduct of its business in all appropriate jurisdictions;
(iv) cause the Company to be protected by public liability, property damage and other insurance determined by the Manager in its discretion to be appropriate to the business of the Company;
(v) at all times use its best efforts to meet applicable requirements for the Company to be taxed as a REIT for federal income tax purposes; and
(vi) observe the covenants applicable to the Manager under the Amended and Restated Limited Liability Company Agreement of the Parent, dated January 1, 2016 (as amended, the "Parent Operating Agreement").
(b) During the term of this Agreement and so long as the provisions of this Agreement for compensation and reimbursement of expenses of the Manager are observed, the Manager shall have the responsibility of providing continuing administrative and executive support, advice, consultation, analysis and supervision with respect to the functions of the Company, including decisions regarding the sale or refinancing or other disposition of the Assets, and compliance with federal, state and local regulatory requirements and procedures. In this regard, the Manager may retain the services of such affiliates or unaffiliated parties as the Manager may deem appropriate to provide management and financial consultation and advice, and may enter into agreements for the management and operation of Company Assets.
Responsibilities of the Manager. The Manager must:
(a) ensure performance of the management services and compliance with this Agreement. The Manager will not be relieved of this responsibility because of any:
(i) payment made to the Manager on account of the management services; or
(ii) subcontracting of the management services.
(b) liaise with and comply with any reasonable requests made by the Grower.
Responsibilities of the Manager. The Manager shall:
(a) Have a fiduciary responsibility for the safekeeping and use of all the funds and assets of the Company;
(b) Devote such of its time and efforts to the business of the Company as the Manager shall, in its discretion, exercised in good faith, determine to be necessary to conduct the business of the Company;
(c) File and publish all certificates, statements, or other instruments required by law for formation, qualification and operation of the Company and for the conduct of its business in all appropriate jurisdictions;
(d) Cause the Company to be protected by public liability, property damage and other insurance to the extent the Manager determines, in its discretion, such coverage to be appropriate and cost-effective in light of the business of the Company.
Responsibilities of the Manager. The Manager shall have full responsibility in the management and control of the business and affairs of the Company for the purposes herein stated, shall make all day-to-day decisions affecting the Company's affairs and business, and shall take any and all action that the Company is authorized to take (subject, however, in all cases to the express requirements of this Agreement regarding directions by and required approvals of and Notice to the Members). The Manager's obligations are subject to the availability of Company funds in sufficient amounts and on a timely basis to discharge its obligations to supervise the operations of the Company. The Manager shall provide or arrange for such personnel as may be necessary to accomplish the performance of the Company's obligations under the Development Agreement, the ownership, construction, development, entitlement, operation, maintenance and disposition of the Property and the operations and management of the Company in accordance with this Agreement, as limited to the extent such personnel costs are set forth in the Budget. The Manager shall act at all times in good faith and in such manner as may be required to promote the best interests of the Company and subject to the Major Decisions, the Manager shall, and shall cause the Company to, comply with this Agreement, the Budget, the Business Plan (subject to the Permitted Variance) and all other agreements to which the Company and its Subsidiaries are a party.
Responsibilities of the Manager. The Manager will be responsible for the following:
a) Managing the Terminal and conducting transshipment details obligation business in a manner that is consistent with best international practices and under observation of all performance standards defined in the Tender Document and Contract, and in accordance with the Applicable Law;
b) Taking over the existing Equipment as is;
c) Purchasing/Providing all needed additional equipment as necessary;
d) Paying for all the expenses of operating the Terminal;
e) Providing GEPB timely information for billing and collecting fees for the Container Handling Services provided by the Manager;
f) Providing TOS and ensuring it interfaces with the information system of the GEPB, Customs, shipping agents, Freight Forwarders, Harbormaster, and the other entities providing services at the Terminal (including Port Community System development and integration);
g) Maintain and repair facilities and Equipment in a manner consistent with good maintenance practices and approved by GEPB, keeping all components in optimum and efficient performance conditions;
h) Maintain and keep records on Container activity, productivity, operations, revenue and financial activity and providing Monthly reports in hard copy and soft copy to the GEPB, according to a mutually agreed format and essence;
i) Provide quality reports to the GEPB in hard copy and soft copy to summarize activities according to an agreed upon format. The structure and format of these reports will be defined by GEPB during the Transition Period;
j) Handle the security at the Gates of the Terminal and inside the Terminal as may be required and agreed upon by the GEPB or any additional facility handled by the Manager (ISPS compliance);
k) Training of Lebanese personnel on operational and maintenance techniques of the Terminal;
l) Proactive and good cooperation with the GEPB and the Government entities in relation to POB;
m) Agree on the operating and commercial terms with the four (4) existing subcontractors of BCTC, and in case no agreement is reached within thirty (30) days from Contract signature, take over the employees of the subcontractors in accordance with the terms of Section 3.11;
n) Take over the employees of BCTC in accordance with the terms of Section 3.13;
o) Purchase from BCTC the Equipment spare parts at book value. The Manager has to meet pre-specified performance standards regarding productivity and service, which are specified in the Contract.
Responsibilities of the Manager. The management responsibilities of the Manager hereunder shall include the general administration of UTC’s business and affairs in accordance with the policies and directions established from time to time by the Board and, in particular but subject to Section 7 hereof, shall include, at the Manager’s expense:
(a) using commercially reasonable efforts to arrange for, and complete, for and on behalf of UTC, through industry-standard tenders or through direct negotiations in off-market transactions, the purchase and sale of U3O8 and UF6 or EUP as applicable at the best prices available to it over a prudent period of time as requested and approved by the Board from time to time;
(b) providing to the Board, delivery and payment particulars in respect of each purchase and sale of U3O8 and UF6 or EUP as applicable;
(c) pursuant to Section 3, arranging with Facilities (as defined below) for the storage of U3O8 and UF6, or EUP as applicable, owned by UTC including arrangements regarding indemnities or insurance for the loss of such U3O8 and UF6 or EUP as applicable in accordance with industry practices;
(d) providing the services of two separate individuals as nominees each to serve separately, one as Chief Executive Officer (“CEO Nominee”) and one as Chief Financial Officer (“CFO Nominee”) together with nominees for such other executive positions as may be required by UTC (collectively the “Nominees”). Subject to final approval by the Manager, the Board shall decide on the appointment of the Nominees or other duly qualified individuals to serve as Chief Executive Officer and Chief Financial Officer and such other positions as required; and
(e) managing generally the business of UTC. Notwithstanding the foregoing, the Manager agrees to consult the Board on all material issues prior to reaching or implementing a final decision on any matters contemplated by this Agreement which are material in nature. Any officers or employees of the Manager who are also officers of UTC shall be paid by the Manager for serving in such capacities and shall not receive any remuneration directly from UTC therefor.
