Common use of The Operator Clause in Contracts

The Operator. (a) So long as (i) any Controlling Member is a ▇▇▇▇▇▇ ▇▇▇▇▇▇ Member and (ii) the MAO has not been terminated by the Company due to an event of default thereof by the Operator or a resignation of the Operator, the Operator shall be either (1) SLNG or (2) any other Affiliate of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Member, as appointed by the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Member with the approval of the Board by Required Consent, such consent not to be unreasonably withheld. In the event any Affiliate of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Member other than SLNG is appointed as the Operator such new operator must assume all obligations of SLNG under the MAO. If there is no ▇▇▇▇▇▇ ▇▇▇▇▇▇ Member as a Controlling Member or the MAO has been terminated by the Company due to a material breach thereof by the Operator or a resignation by the Operator, then the Board shall designate the replacement Operator by Required Consent, provided, however, any Operator appointed by the Board that is not an Affiliate of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Member shall be required to execute a new operating agreement in such form as the Company and the new operator consider appropriate; provided that the new operating agreement will contain (X) indemnification by the new operator in favor of SLNG for any damages to SLNG’s property and facilities at ▇▇▇▇ Island caused by the new Operator, subject to reasonable time limits, caps or other qualifications or limitations acceptable to the Company and (Y) minimum tangible net worth and credit standards for the new Operator at least as strong as those requirements for the Operator under the MAO. In the event the Operator is to be replaced as provided herein or as set forth in the MAO, the Operator being replaced shall remain the Operator until a replacement Operator is in place or other arrangements can be made to put in place the replacement Operator. (b) The Members hereby acknowledge and agree that, upon the execution and delivery of the MAO by the parties thereto, the Operator is authorized, empowered and directed to take any and all actions on behalf of the Company required or permitted by the terms of such MAO in an emergency situation requiring unexpected expenses that are not in the Annual Budget or immediate actions where usual approval processes to seek consent of the Board are inadequate to avoid or protect against imminent harm to persons or property without the requirement of any additional authorization or approval other than as specified in the MAO. In other circumstances, it is understood by the Members that the Operator’s authority to act is subject to the restrictions contained in Section 4.2 hereof requiring the consent of the Board by Required Consent for certain matters.