Appointment and Duties of the Manager Sample Clauses
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Appointment and Duties of the Manager. (a) The Company, Operating Company and each of the other Subsidiaries hereby appoint the Manager to manage the assets and the day-to-day operations of the Company, Operating Company and the other Subsidiaries subject to the terms and conditions set forth in this Agreement, and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein, except where a higher standard of care is specified in this Agreement, in which case such higher standard of care shall apply. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, in accordance with the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.
(b) The Manager, in its capacity as manager of the assets and the day-to-day operations of the Company and the Subsidiaries, at all times will be subject to the supervision and direction of the Board of Directors, and the Manager will have only such functions and authority as the Company may delegate to it, including the functions and authority identified herein and delegated to the Manager hereby. Without limiting the power and authority granted to the Manager pursuant to Section 2(c), the Manager will be responsible for the day-to-day operations of the Company and the Subsidiaries and will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company and the Subsidiaries as may be appropriate, including:
(i) serving as the Company’s and the Subsidiaries’ consultant with respect to the periodic review of the investment guidelines and other parameters for the Investments, financing activities and operations, which review shall occur no less often than annually, any modification to which shall be approved by a majority of the Independent Directors (such guidelines as initially approved and attached hereto as Exhibit A, as the same may be modified, supplemented or waived with such approval, the “Investment Guidelines”);
(ii) identifying, investigating, analyzing and selecting possible investment opportunities and acquiring, negotiating, monitoring, financing, retaining, selling, restructuring or disposing of Investments consistent in all material respects with the Investment Guidelines;
(iii) with respect to prospective purchases, sales or exchanges of Investments,...
Appointment and Duties of the Manager. (a) The Company hereby appoints the Manager to manage the day-to-day business and affairs of the Company and its Subsidiaries, subject at all times to the further terms and conditions set forth in this Agreement, to the directions of the Executive Committee and to the supervision of the Board. Except as otherwise provided in this Agreement, the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein, provided that the Company reimburses the Manager for costs and expenses in accordance with
Appointment and Duties of the Manager. (a) On and from the JV Formation Date, Nullagine will be the Manager unless it ceases to be Manager pursuant to clause 12.5.
(b) The Manager will:
(i) manage and conduct all Exploration with the skill, diligence and care normally exercised by qualified persons in the performance of comparable work and in accordance with accepted Exploration methods and practices;
(ii) promptly carry out all instructions and directions of the Management Committee;
(iii) conduct all Operations in a good workmanlike and efficient manner in accordance with sound mining and other applicable industry standards and practices in accordance with the terms and provisions of the leases, licences, permits, contracts and other agreements pertaining to the Joint Venture Property; and
(iv) not be liable to the non-managing Joint Venture Parties for any act or omission resulting in damage or loss to the Joint Venture or the Joint Venture Parties except to the extent caused by, or attributable to, the Manager's wilful misconduct or gross negligence.
Appointment and Duties of the Manager. (a) The REIT and the Operating Partnership hereby appoint the Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager shall use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.
(b) The Manager, in its capacity as manager of the assets of the Company, at all times will be subject to the supervision of the REIT's Board of Directors and will have only such functions and authority as the Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be appropriate, including, without limitation:
(i) serving as the Company's consultant with respect to formulation of investment criteria and preparation of parameters for the Company's investments, borrowings and operations for approval by a majority of the independent members of the Board of Directors (such approved policy guidelines, the "Guidelines") and other policies for approval by the Board of Directors;
(ii) investigation and selection of possible investment opportunities and acquisitions, property and investment analysis, market and economic surveys, on-site physical inspections, review and projection of income and construction, reno-
Appointment and Duties of the Manager. 3 SECTION 3.DEVOTION OF TIME; ADDITIONAL ACTIVITIES. 8 SECTION ▇.▇▇▇▇▇▇. 8 SECTION ▇.▇▇▇▇ ACCOUNTS. 8 SECTION 6.RECORDS; CONFIDENTIALITY. 9
Appointment and Duties of the Manager. The Party holding an Interest of fifty-one percent (51%) or greater shall have the right to act as Manager and shall have the right to continue to act as Manager until its Interest falls below fifty-one percent (51%). The right to act as Manager is optional and nothing contained in this Agreement imposes, a duty on any Party to act as Manager.
Appointment and Duties of the Manager. 9 CONFIDENTIALITY………………………................................................10 RESTRICTIONS ON TRANSFER/RIGHT OF FIRST REFUSAL…............11 SALE PROVISIONS……………………......................................................13 DEFAULT......................................................................................................15 EXPLORATION PROGRAMS……………..................................................15 FEASIBILITY REPORT…………………………………….........................17 PRODUCTION NOTICE…………………………………………………..17 ELECTION TO CONTRIBUTE……………………………………............18 MINE FINANCING……………………………………...………………...19 CONSTRUCTION…………………………………………………………19 OPERATION OF THE MINE.......................................................................20 PAYMENT OF MINE COSTS………………………………….................20 Part 19………...............................................................................................21 DISPOSITION OF PRODUCT AND MARKETING RIGHTS....................21 TERMINATION OR SUSPENSION OF MINING OPERATIONS............23 DELETED INTENTIONALLY….................................................................23 INSURANCE................................................................................................24 FORCE MAJEURE ......................................................................................24 TERMINATION...........................................................................................25
Appointment and Duties of the Manager i. Section 2(f) is hereby amended by deleting clause (2) and replacing it with the following:
Appointment and Duties of the Manager. (a) The Company and the Operating Partnership hereby appoint the Manager to manage the investments and day-to-day operations of the Company and the Subsidiaries, subject at all times to the further terms and conditions set forth in this Agreement and to the supervision of, and such further limitations or parameters as may be imposed from time to time by, the Board of Directors. The Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein, except where a specific standard of care is specified, in which case such specific standard of care shall apply. The appointment of the Manager shall be exclusive to the Manager, except to the extent that the Manager elects, in its sole and absolute discretion, in accordance with the terms of this Agreement, to cause the duties of the Manager as set forth herein to be provided by third parties.
Appointment and Duties of the Manager. (a) The Company hereby appoints the Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.