RIGHTS, DUTIES AND STATUS OF OPERATOR Sample Clauses

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative thereto. The Operator shall not act or hold itself out as agent for any of the Parties nor make any commitments on their individual behalf unless specifically permitted by this Agreement or directed in writing by such Party. 7.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 The Operator shall manage and carry out such Mining Operations as the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, if it is not reasonably possible, the Operator shall notify the Management Committee so soon thereafter as is reasonably possible. 7.4 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances other than those, if any, in effect on the date of this Agreement, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) prosecute claims or, where a defence is available, defend litigation arising out of the Mining Operations provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments ...
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RIGHTS, DUTIES AND STATUS OF OPERATOR. 3.01 The Operator in its operations hereunder shall be deemed to be an independent contractor. The Operator shall not act or hold itself out as agent for any of the parties nor make any commitments on behalf of any of the parties unless specifically permitted by this Agreement or directed in writing by a party. 3.02 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Optionee and in accordance with this Agreement. 3.03 The Operator shall manage and carry out Mining Operations substantially in accordance with Programs adopted by the Optionee and in connection therewith shall, in advance if reasonably possible, notify the Optionee of any change in Mining Operations which the Operator considers material and if it is not reasonably possible, the Operator shall notify the Optionee so soon thereafter as is reasonably possible. 3.04 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to incur on behalf of the Optionee the Costs required for that purpose. In so doing the Operator shall: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) maintain books of account in accordance with the normal industry accounting procedure, and the judgment of the Operator as to matters related to the accounting shall govern if the Operator's accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; and (d) perform its duties and obligations hereunder in a sound and workmanlike manner, in accordance with sound mining and engineering practices and other practices customary in the Canadian mining industry, and in substantial compliance with all applicable federal, provincial, Territorial and municipal laws, by-laws, ordinances, rules and regulations. The Operator shall also comply with all rules and regulations of the jurisdiction of Peru.
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RIGHTS, DUTIES AND STATUS OF OPERATOR. 6.1 The Operator in its operations hereunder shall be deemed to be an independent contractor. The Operator shall not act or hold itself out as agent for any of the parties nor make any commitments on behalf of any of the parties unless specifically permitted by this Agreement or directed in writing by a party.
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RIGHTS, DUTIES AND STATUS OF OPERATOR. 3.1 The Operator in its operations hereunder shall be deemed to be an independent contractor and is specifically permitted by this Agreement to hold itself out as agent for Opes for the purposes of the Programs. 3.2 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to incur on behalf of Opes the Costs required for that purpose. In so doing the Operator shall: (a) comply with the provisions of all agreements or instruments of title under which the Property is held; and (b) maintain books of account in accordance with accounting principles generally accepted in the mining industry.
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RIGHTS, DUTIES AND STATUS OF OPERATOR. 5.1 Status of Operator
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RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 Rights and Powers of Operator
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RIGHTS, DUTIES AND STATUS OF OPERATOR 
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  • Duties of Operator Operator shall perform all required testing of Manufacturer’s Bus in accordance with the FTA Regulations and the established testing procedures used at the bus testing facility and provided to Manufacturer which procedures are attached hereto marked Exhibit “A” and incorporated herein by this reference.

  • Rights, Duties and Responsibilities of Escrow Agent It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that: 5.1 The Escrow Agent shall notify the Issuer, on a daily basis, of the Escrow Amounts which have been deposited in the Bank Account and of the amounts, constituting the Fund, which have cleared the banking system and have been collected by the Escrow Agent. 5.2 The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of any agreement between the Issuer and third parties nor shall the Escrow Agent be responsible for the performance by the Issuer of its respective obligations under this Agreement. 5.3 The Escrow Agent shall not be required to accept from the Issuer any Subscription Information pertaining to prospective purchasers unless such Subscription Information is accompanied by checks, cash, or wire transfers meeting the requirements of Section 3.1, nor shall the Escrow Agent be required to keep records of any information with respect to payments deposited except as to the names, addresses and amounts of such payments; however, the Escrow Agent shall notify the Issuer promptly of any discrepancy between the amount set forth in any Subscription Information and the amount delivered to the Escrow Agent therewith. Such amount need not be accepted for deposit in the Escrow Account until such discrepancy has been resolved. 5.4 The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent, within a reasonable time, shall return to the Issuer any check received which is dishonored, together with Subscription Information, if any, which accompanied such check. 5.5 The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents, and assume the genuineness of any notice, instruction, certificate, signature, instrument or other document which is given to the Escrow Agent pursuant to this Agreement without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions or to execute any such certificate, instrument or other document. 5.6 If the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Bank Account, the Escrow Amounts or the Fund which, in its sole determination, are in conflict either with other instructions received by it or with any provision of this Agreement, it shall be entitled to hold the Escrow Amounts, the Fund, or a portion thereof, in the Bank Account pending the resolution of such uncertainty to the Escrow Agent’s sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit the Fund (and any other Escrow Amounts that thereafter become part of the Fund) with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent of the Fund with the Clerk of any such court, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder. 5.7 The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. 5.8 The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Amounts, the Fund or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the Fund or any part thereof.

  • Position, Duties and Responsibilities (a) During the Term, Executive will be employed by the REIT Operator and will serve as the Chief Operating Officer of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

  • Duties and Responsibilities of Executive (a) During the Employment Period, Executive shall devote Executive’s full business time and attention to the business of the Company and its Affiliates, as applicable, and will not hold any outside employment or consulting position. Executive’s duties pursuant to this Agreement will include those normally incidental to the positions identified in Section 1, as well as such additional duties as may be assigned to Executive by the Holdings Board from time to time. (b) Executive represents and covenants that Executive is not the subject of or a party to any employment agreement, non-competition or non-solicitation covenant, non-disclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing Executive’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Company and its Affiliates fiduciary duties, including duties of care, loyalty, fidelity, and allegiance, such that Executive shall act at all times in the best interests of the Company and its Affiliates and shall not appropriate any business opportunity of the Company or its Affiliates for Executive. Executive agrees that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Company and its Affiliates under common law. The Parties acknowledge and agree that Executive may provide services (including as an executive, employee, director, or otherwise) to multiple Affiliates of the Company and, in providing such services, Executive will not be violating Executive’s obligations hereunder so long as Executive abides by the terms of Sections 7, 8, and 9 below in the course of performing such services.

  • Certain Duties and Responsibilities The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.