Powers, Duties and Obligations Clause Samples

Powers, Duties and Obligations. (a) The General Partner has: (i) unlimited liability for the debts, liabilities and obligations of the Partnership; (ii) subject to the terms of this Agreement and the Exchange Agreement and to any applicable limitations set out in the Act, the full and exclusive right, power and authority to manage, control, administer and operate the business and affairs of the Partnership and to make decisions regarding the undertaking and business of the Partnership and to represent the Partnership; and (iii) subject to the terms of this Agreement and the Exchange Agreement and to any applicable limitations set out in the Act, the full and exclusive right, power and authority to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary for or incidental to carrying out the objects, purposes and the Business of the Partnership for and on behalf of and in the name of the Partnership. (b) Subject to the terms and conditions of this Agreement, an action taken by the General Partner on behalf of the Partnership is deemed to be the act of the Partnership and binds the Partnership. (c) Notwithstanding anything to the contrary herein contained, all material transactions or agreements entered into by the Partnership, other than those agreements entered into in connection with the formation of the Partnership must be approved by the board of directors of the General Partner on behalf of the Partnership. (d) The authority and power vested in the General Partner to manage the business and affairs of the Partnership will include all authority necessary or incidental to make all decisions regarding the Partnership, to bind the Partnership in respect of any such decision, to carry out the objects, purposes and Business of the Partnership including the ability to engage agents to assist the General Partner in carrying out, and the ability to delegate all of, its management obligations and administrative functions, provided that the unlimited liability of the General Partner shall not be reduced as a result of such decisions. (e) The General Partner will take all actions necessary to ensure that the Partnership constitutes a "Canadian partnership" at all times for the purposes of the Tax Act and does not constitute a "tax shelter investment" for the purposes of the Tax Act.

Powers, Duties and Obligations. OF WG ----------------------------------------- a) WG shall keep the Assets free and clear of all liens and encumbrances and mechanic's or material men's liens. b) In no event shall WG permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and shall do all other acts reasonably necessary to maintain the Assets. c) WG shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all applicable laws and regulations; (iii) notify promptly MGE of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required by WG. WG shall not be in breach of this provision if a violation has occurred in spite of the WG's good faith efforts to comply, and WG has timely cured or disposed of such violation through performance, or payment

Powers, Duties and Obligations. The Acquisition/Construction ------------------------------ Agent shall have the following powers, duties and obligations: (a) To make all funding requests for Lessor Advances under Section 2.02 of the Investment Agreement in compliance with the terms of the Investment Agreement and use the proceeds of each funding received by it only to pay the actual costs set forth in the Advance Notice, make all elections to terminate or to reduce the Lessor Investment Commitment under Section 2.03 of the Investment Agreement, and to make any request for extension of the Maturity Date under Section 2.09 of the Investment Agreement; (b) To make all payments due under the Lease directly to the Lessor; (c) To perform all acts which the Acquisition/Construction Agent may deem necessary on behalf of the Lessor, as agent for but only in the name of the Lessor, in connection with Completion, including, without limitation, performing or arranging the purchasing, designing, construction, engineering, assembling and installing of the Facility, and execution and delivery to the Lessor of the Completion Certificate in the form attached hereto as Exhibit A upon Completion of the Facility; (d) To perform or cause to be performed all work in connection with Completion to be done in a good and workmanlike manner and in compliance with all Governmental Requirements and Insurance Requirements, and in accordance with that certain Silverdale Industrial Park Tenant Restrictions and Covenants dated October 30, 1997, and recorded in Book 4968, Page 499, in the ▇▇▇▇▇▇▇▇ County, Tennessee records (the "Restrictive Covenants"), and substantially in accordance with the Facility Plan; (i) To take all actions in effecting the Completion in accordance with the requirements set forth on Schedule 1.3 hereto and in operating and managing the Facility as it would take as a reasonably prudent operator in the management and operation of its own Properties consistent with the Restrictive Covenants, and consistent with applicable Governmental Requirements, including, without limitation, fencing or otherwise securing the Site and maintaining with financially sound and reputable insurers, insurance against loss or damage of the kinds and in the amounts customarily insured against by corporations engaged in the ownership and occupancy of Property for the Permitted Use (including without limitation such insurance as may be required pursuant to the Lease), and (ii) to construct, or cause to be constructed by en...

Powers, Duties and Obligations. (a) The General Partner will have: (i) subject to the terms of this Agreement and to any applicable limitations set forth in the Act and similar legislation in Canada, the full and exclusive right, power and authority to manage, control, administer and operate the business and affairs, and to make decisions regarding the undertaking and business of the Partnership; and (ii) the full and exclusive right, power and authority to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary for or incidental to carrying out the business of the Partnership for and on behalf of and in the name of the Partnership. (b) An action taken by the General Partner on behalf of the Partnership will be deemed to be the act of the Partnership and will bind the Partnership. No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership.

Powers, Duties and Obligations. (a) The General Partner will have: (i) unlimited liability for the debts, obligations and liabilities of Willow LP; (ii) subject to the terms of this Agreement and to any applicable limitations set forth in the Act and similar legislation in Canada, the full and exclusive right, power and authority to manage, control, administer and operate the business and affairs, and to make decisions regarding the undertaking and business of Willow LP; and (iii) the full and exclusive right, power and authority to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary for or incidental to carrying out the business of Willow LP for and on behalf of and in the name of Willow LP. (b) An action taken by the General Partner on behalf of ▇▇▇▇▇▇ LP will be deemed to be the act of Willow LP and will bind Willow LP. No Persons dealing with ▇▇▇▇▇▇ LP will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of Willow LP.

Powers, Duties and Obligations. The Acquisition Agent shall have the following powers, duties and obligations with respect to each Schedule: (1) To take the following actions to cause the Acquisition Date to occur with respect to each item of Equipment: (1) To furnish to the Lessor, as soon as available, a detailed list of the Equipment to be acquired on such Acquisition Date, and to acquire such Equipment in the name of the Lessor, and obtain and furnish to the Lessor bills of sale, acceptance certificates (which may be included in the Lease Supplement pertaining thereto) or other evidence of ownership thereof in the Lessor's name, taking good and marketable title thereto, free and clear of all liens and encumbrances of third parties, as of the Acquisition Date therefor; (2) In the name and for the benefit of the Lessor, to negotiate, enter into and perform, and furnish to the Lessor the originals of, all Related Contracts and all other contracts which are necessary or desirable in connection with the manufacture, acquisition, assembly and installation of the Equipment, including contracts with all Vendors and contractors for supplies, equipment, materials and services, including, without limitation, any necessary design work affecting the Equipment and to cause all such Related Contracts and other contracts to be assignable; (3) To obtain and furnish to the Lessor all Permits that are or will become Applicable Permits with respect to such Equipment by the Acquisition Date for such Equipment, except Applicable Permits customarily obtained or which are permitted by Governmental Requirements to be obtained after the acquisition of such Equipment (in which case the Acquisition Agent, having completed all appropriate due diligence in connection therewith pursuant hereto, shall certify to the Lessor that it has no reason to believe that such Permits will not be granted in the usual course of business prior to the date that such Permits are required by Governmental Requirements), which such obtained Permits shall be in proper form, in full force and effect and not subject to any appeal or other unsatisfied contest that may allow modification or revocation thereof; (4) To obtain and furnish to the Lessor evidence of perfection under local law of the Lessor's ownership of the Equipment subject to a lease intended as security and file protective financing statements under applicable local law, in each case properly executed by the Lessee, evidencing a first priority, perfected interest in such E...

Powers, Duties and Obligations. ‌ (a) The Partnership GP has: (i) unlimited liability for the debts, liabilities, losses and obligations of the Partnership; (ii) subject to the terms of this Agreement and to any applicable limitations set forth in the Act and applicable similar legislation, the full and exclusive right, power and authority to manage, control, administer and operate the activities and affairs and to make decisions regarding the undertaking and activities of the Partnership; and (iii) subject to the terms of this Agreement, the full and exclusive right, power and authority to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary for or incidental to carrying out the activities of the Partnership. An action taken by the Partnership GP on behalf of the Partnership is deemed to be the act of the Partnership and binds the Partnership. (b) Notwithstanding any other agreement the Partnership or the Partnership GP may enter into, all material transactions or agreements entered into by the Partnership must be approved by the Board of Directors.

Powers, Duties and Obligations. 28 6.2 SPECIFIC POWERS AND DUTIES OF GENERAL PARTNER................... 28 6.3 BORROWINGS...................................................... 30 6.4

Powers, Duties and Obligations. ICMC shall take whatever action is necessary concerning title promptly and at ICMC's expenses. The obligation and responsibility to use good faith in pursing marketable title shall be the obligation and responsibility of ICMC.