General Powers and Duties Sample Clauses

General Powers and Duties. So long as the Sub-Advisor's appointment under Section 1 hereof remains in effect, the Sub-Advisor shall, subject to the provisions of Section 4.2 hereof, have complete discretion and authority in the investment and reinvestment of the Investment Assets and shall determine what securities or other property shall be acquired, held, or disposed of and, subject to the provisions of Section 4.4 hereof, what portion of the Investment Assets shall be held uninvested. The Sub-Advisor's investment and reinvestment authority shall include, without limitation, authority to purchase, sell, exchange, convert, trade, and generally to deal in the Investment Assets. The Sub-Advisor shall have authority to direct the Custodian with respect to the investment and management of the Investment Assets. The Sub-Advisor's authority shall include the exercise of all voting rights pertaining to the Investment Assets. However, the Sub-Advisor shall have no obligation to exercise any particular voting rights unless the Custodian or the Advisor shall have furnished the pertinent proxies to the Sub-Advisor a reasonable time prior to the deadline before which such proxies are required to be submitted. The Sub-Advisor has the duty to maintain accurate records as to any vote or action taken with respect to any stock or other securities which are part of the Investment Assets and to take such further action as may be necessary for the Fund to participate fully in any transaction undertaken by issuers of Investment Assets.

General Powers and Duties. The Plan Administrator has the following general powers and duties which are in addition to those the Plan otherwise accords to the Plan Administrator: (a) To determine the rights of eligibility of an Employee to participate in the Plan, all factual questions that arise in the course of administering the Plan, the value of a Participant's Account Balance (based on the value of the Trust assets, as determined by the Trustee) and the Vested percentage of each Participant's Account Balance; (b) To adopt rules of procedure and regulations necessary for the proper and efficient administration of the Plan, provided the rules are not inconsistent with the terms of the Plan, the Code, ERISA or other applicable law; (c) To construe and enforce the terms of the Plan and the rules and regulations the Plan Administrator adopts, including interpretation of the basic plan document, the Adoption Agreement and any document related to the Plan's operation; (d) To direct the Trustee regarding the crediting and distribution of the Trust Fund and to direct the Trustee to conduct interim valuations under Section 10.15; (e) To review and render decisions regarding a claim for (or denial of a claim for) a benefit under the Plan; (f) To furnish the Employer with information which the Employer may require for tax or other purposes; (g) To engage the service of agents whom the Plan Administrator may deem advisable to assist it with the performance of its duties; (h) To engage the services of an Investment Manager or Managers (as defined in ERISA ss.3(38)), each of whom will have full power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition or disposition) of any Plan asset under such Manager's control; (i) To make any other determinations and undertake any other actions the Plan Administrator believes are necessary or appropriate for the administration of the Plan; and (j) To establish and maintain a funding standard account and to make credits and charges to the account to the extent required by and in accordance with the provisions of the Code. The Plan Administrator must exercise all of its powers, duties and discretion under the Plan in a uniform and nondiscriminatory manner. The Plan Administrator shall have total and complete discretion to interpret and construe the Plan and to determine all questions arising in the administration, interpretation and application of the Plan. Any determination the Plan Administrator makes under the P...

General Powers and Duties. The General Partners shall diligently and faithfully exercise their discretion to the best of their ability and use their best efforts during so much of their time as may be necessary to carry out the purposes and conduct the business of the Partnership in accordance with this Agreement and in the best interests of the Partnership and so as, consistent therewith, to protect the interests of the Limited Partners as a group. The General Partners shall have fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in their immediate possession or control, and they shall not employ, or permit another person to employ such funds or assets in any manner except for the exclusive benefit of the Partnership. In particular, the General Partners, solely, shall be responsible for and shall use their best efforts and exercise discretion to the best of their ability: (i) to cause Properties to be acquired, held, financed and refinanced, and sold, exchanged or otherwise disposed of; (ii) to rent, maintain and operate the Properties so as to comply with the provisions of any mortgage instruments, other indebtedness, and/or regulatory agreements with governmental bodies or agencies relating thereto; (iii) to select and supervise the activities of the real estate management agent(s) for the Partnership including, without limitation, the inspection of the Properties in order to assure their proper maintenance and repair; (iv) to assure the proper application of revenues of the Partnership; (v) to maintain proper books of account for the Partnership and to prepare all reports of operations and tax returns which are to be furnished to the Partners pursuant to this Agreement or which are required by taxing bodies or other governmental agencies; (vi) to maintain adequate insurance with respect to the Properties and any other insurable property of the Partnership pursuant to policies of insurance in form and coverage customary for property similar to the Properties and such other insurable property; and (vii) to assure the doing of all other things which may be necessary or advisable in connection with the supervision of the affairs, business and property of the Partnership.

General Powers and Duties. Subject to Section 6.4 hereof, the powers of the Company shall be exercised by and under the authority of, and the affairs of the Company shall be managed by, and under the joint direction of, the Denihan Member and the PB Member. Each Hotel Lessee will implement management of each Hotel through the hiring of the Hotel Manager pursuant to each applicable Hotel Management Agreement. The Hotel Manager will manage the business and affairs of its respective Hotel in compliance with the then current Budget approved by the respective Hotel Lessees and the terms of the applicable Management Agreement. For avoidance of doubt, the Independent Managers are hereby removed in their capacity as “managers” of the Company.

General Powers and Duties. Subject to written directions from the Committee regarding the investment of Trust assets, Trustee, on behalf of Trust Beneficiaries, shall have all powers necessary to administer the Trust, including, but not by way of limitation, the following powers in addition to other powers as are set forth herein or conferred by law: (a) To hold, invest and reinvest the principal or income of the Trust in bonds, common or preferred stock, other securities, or other personal, real or mixed tangible or intangible property (including investment in deposits with Trustee which bear a reasonable interest rate, including without limitation investments in trust savings accounts, certificates of deposit, time certificates or similar investments or deposits maintained by the Trustee); (b) To hold, invest and reinvest the principal or income of the Trust in the Policies, direct investments under the Policies and take any other action regarding the Policies, as specifically directed by the Committee, including those specified by Sections 3.1(b) or 3.2(c) and enter into split-dollar life insurance agreements with Participants pursuant to which each Participant designates the beneficiary to receive a portion of the death benefits. (c) If directed by the Company or Committee to discontinue a Policy; (d) To pay and provide for the payment of all reasonable and necessary expenses of administering the affairs of the Trust, subject to reimbursement of such expenses within 30 days by the Company in accordance with Section 4.4; (e) To pay and provide for the payment of all benefits to Trust Beneficiaries in accordance with the provisions of this Trust Agreement; (f) To retain noninterest bearing deposits or a cash balance with Trustee of so much of the funds as may be determined to be temporarily held awaiting investment or payment of benefits or expenses; (g) To compromise, arbitrate or otherwise adjust claims in favor of or against the Trust and to institute, compromise and defend actions and proceedings; (h) To vote any stock, bonds or other securities of any corporation or other issuer at any time held in the Trust; to otherwise consent to or request any action on the part of any such corporation or other issuer; to give general or special proxies or powers of attorney, with or without power of substitution; to participate in any reorganization, recapitalization, consolidation, merger or similar transaction with respect to such stocks, bonds or other securities and to deposit such s...

General Powers and Duties. 7 Section 6.2 Records.................................................. 8 Section 6.3

General Powers and Duties. The Plan Administrator has the following general powers and duties which are in addition to those the Plan otherwise accords to the Plan Administrator:

General Powers and Duties. The Custodian is authorized to and agrees to perform the following duties with respect to the Portfolio Assets in accordance with NI 81-102 and accepted industry practice in the relevant market:

General Powers and Duties. The powers and duties of the Administrator include (a) appointing the Plan’s attorney, accountant, actuary, or any other party needed to administer the Plan; (b) directing the Trustees with respect to payments from the Trust Fund; (c) deciding if a Participant is entitled to a benefit; (d) communicating with Employees regarding their participation and benefits under the Plan, including the administration of all claims procedures; (e) filing any returns and reports with the Internal Revenue Service, Department of Labor, or any other governmental agency; (f) reviewing and approving any financial reports, investment reviews, or other reports prepared by any party under clause (a) above; (g) establishing a funding policy and investment objectives consistent with the purposes of the Plan and the ERISA; (h) construing and resolving any question of Plan interpretation; and (i) making any findings of fact the Administrator deems necessary to proper Plan administration. Notwithstanding any contrary provision of this Plan, benefits under this Plan will be paid only if the Administrator decides in its discretion that the applicant is entitled to them. The Administrator’s interpretation of Plan provisions, and any findings of fact, including eligibility to participate and eligibility for benefits, are final and will not be subject to “de novo” review unless shown to be arbitrary and capricious.