Specific Powers and Duties Sample Clauses

Specific Powers and Duties. (a) Without limiting the generality of Section 7.1, Section ‎14.2 and the other terms of this Agreement and Section 3.01 of the Investor Rights Agreements, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the following: (i) negotiate, execute and perform all agreements, conveyances or other instruments which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business (and those agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favourable to the Partnership); (ii) open and manage bank accounts in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this Agreement; (iii) mortgage, charge, assign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later acquired, to secure any present and future borrowings and related expenses of the Partnership and its Subsidiaries and to sell all or any of that property pursuant to a foreclosure or other realization upon the foregoing encumbrances; (iv) manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with other partnerships or other entities, which proposal(s) will be subject to requisite approval by the Partners; (v) incur all costs and expenses in connection with the Partnership; (vi) employ, retain, engage or dismiss from employment, personnel, agents, representatives or professionals or other investment participants with the powers and duties upon the terms and for the compensation as in the discretion of the General Partner may be necessary or advisable in the carrying on of the business of the Partnership; (vii) engage agents, including any Affiliate or Associate of the General Partner, to assist it to carry out its management obligations to the Partnership...

Specific Powers and Duties. Subject to the terms of this Agreement and to any applicable limitation set forth in the Act and similar legislation in Canada, the General Partner is authorized and required to manage, control, administer and operate the business and affairs of the Partnership and to represent the Partnership, and without limiting the generality of the foregoing, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to: (a) execute and carry out all agreements which require execution by or on behalf of the Partnership involving matters or transactions which are within the ordinary course of the Partnership's business, including without limitation a management agreement between the Partnership and the Manager; (b) to borrow funds in the name of the Partnership from time to time, from the General Partner, its Affiliates or Associates, or from financial institutions selected by it, only to pay operating expenses of the Partnership; (c) open and manage bank accounts in the name of the Partnership, and to spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner hereunder; (d) review and supervise from time to time the activities of any Person employed to invest the unused assets of the Partnership and review from time to time the performance of such Person; (e) incur all costs and expenses in connection with the Partnership; (f) employ, retain, engage or dismiss from employment personnel, agents, representatives or professionals or other investment participants with the powers and duties upon the terms and for the compensation as in the discretion of the General Partner may be necessary or advisable in the carrying on of the business of the Partnership; (g) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership; (h) commence or defend any action or proceeding in connection with the Partnership or submit the Partnership to binding arbitration; (i) file returns or other documents required by any governmental or like authority and if in its reasonable judgment, the General Partner deems it advisable to do so, register the Partnership as a tax shelter under the Income Tax Act (Canada) (and effect such amendments hereto as may be required in connection with such registration and which do not adversely af...

Specific Powers and Duties. (a) Without limiting the generality of Section 6.1 but subject to the terms of this Agreement, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the following: (i) to complete the following transactions before entering into the Transaction Agreement: (A) incorporate CanHoldco and subscribe for common shares thereof; and (B) subscribe for five shares of preferred stock of ▇▇▇; (ii) to enter into the Transaction Agreement; (iii) to enter into the Amended and Restated Partnership Agreement which shall be held in escrow until such time that it becomes effective pursuant to the terms of the Transaction Agreement; (iv) to manage, control and develop all of the activities of the Partnership and to take all measures necessary or appropriate for the Partnership’s business or ancillary thereto; (v) to admit any person as a Limited Partner without the consent of the Limited Partners; (vi) to open and to manage, in the name of the Partnership, bank accounts, to name signing officers for these accounts, to borrow funds in the name of the Partnership, to grant security on the assets of the Partnership and to spend the funds of the Partnership in the exercise of any right or power possessed by the General Partner; (vii) to manage, administer, conserve, develop, operate and dispose of any assets of the Partnership, and in general to engage in all aspects of the Partnership’s business; (viii) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership; (ix) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation; (x) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership; (xi) retain legal counsel, experts, advisors or consultants as the General Partner consider appropriate and rely upon the advice of those Persons; (xii) obtain any insurance coverage for the...

Specific Powers and Duties. In the conduct of operations hereunder, the Operator will: (a) manage and direct the operations of the Joint Venture in accordance with the provisions of this agreement and in a prudent and business-like manner, in accordance with good exploration, engineering, mining and environmental practices in the mining industry and in compliance with all applicable Laws;

Specific Powers and Duties. Without limiting the generality of the foregoing, the General Partner has the power and authority to do the following:

Specific Powers and Duties. Without limiting the generality of Section 10.1, but subject to Section 13.16, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to:

Specific Powers and Duties. In addition to its general powers and duties, the Commission has the following powers with respect to the functions described herein: a) To receive complaints or requests made to the Commission, or to act on its own initiative, to examine issues of City or County systemic racial, religious, gender, sexual orientation, disability, age-related and ethnic group tensions and misunderstandings or City or County systemic practices of racial, religious, gender, sexual orientation, disability, age-related or ethnic discrimination. In addition, the Commission may -receive complaints or requests to examine such issues concerning third parties; provided however, such parties must agree to participate in the Commission's proceedings. In connection with its examinations, the Commission may conduct public hearings and hold other public forums. Nothing in this section or Agreement shall be construed to authorize the Commission to investigate and hear individual complaints of discrimination against any person, or against any organization or entity that, is not a party to this agreement without their or its consent. Such complaints shall be referred to the appropriate City, County or state agency. In addition, nothing in this Agreement shall be construed to authorize the Commission to issue subpoenas or to impose any sanctions against any individuals, agencies, or organizations. b) To request the attendance of witnesses, accept written, or oral statements or other documentation of any interested person and to request the production of any supporting materials relating to any matter pertaining to an issue before the Commission. c) To gather additional information and conduct research into issues presented to the Commission or raised by the Commission itself. d) To make a record in writing setting forth the information communicated to the Commission and including the Commission’s recommendation, if any, to the City and the County. To refer matters to the appropriate agency or department of the City or County. e) To enlist the cooperation of the various racial, religious, gender, sexual orientation, disabled, age-related and ethnic groups, community organizations, labor organizations, fraternal and benevolent associations and other groups in a community involvement program that focus on human relations, and that is devoted to teaching the need of eliminating discrimination intolerance and for fostering respect and understanding among all racial, religious, gender, sexual orie...

Specific Powers and Duties. ‌ Without restricting or limiting the foregoing in any way, the General Partner is hereby granted the full and exclusive right, power and authority to do or cause to be done for and on behalf of and in the name of the Limited Partnership, any and all acts deemed by the General Partner to be necessary, appropriate, required or incidental to the business, operations and undertakings of the Limited Partnership, including, without limitation, the exclusive right, power and authority to: (a) acquire and manage the USLP Units and provide over-all management and financial and business planning for and on behalf of the Limited Partnership, and to determine the investment policies, practices and objectives applicable to the Limited Partnership including any restrictions on investments which the General Partner deems advisable, to implement such policies, practices and objectives and to purchase or otherwise acquire any property, assets and undertakings in accordance with such policies, practices and objectives; (b) enter into, perform or assume the obligations under any agreements for the acquisition of the USLP Units, and the management and operation of the business of the Limited Partnership and the USLP and the assets or undertakings of the Limited Partnership, and for the provision of all necessary services for and on behalf of the Limited Partnership; (c) invest in, acquire and hold property, both real and personal, whether by freehold, leasehold or otherwise, and to enter into or renew any lease of any such property; (d) sell, convey, transfer, exchange and otherwise dispose of all or any portion of the properties, assets, undertakings and investments of the Limited Partnership at any time and from time to time; (e) enter into joint ventures, syndicates, partnerships or other forms of co-ownership in respect of any property, asset or undertaking of the Limited Partnership; FOR (f) lend money, whether secured or unsecured, on such terms and conditions deemed by the General Partner; (g) exercise personally or by general or limited power of attorney all voting rights (if any) and all other rights attaching to or appurtenant to any property, assets, undertakings or investments of the Limited Partnership; REVIEW (h) borrow money in such manner and amounts, and from such sources and on such terms and conditions as the General Partner deems appropriate including, without limiting the generality of the foregoing, for the purpose of financing capital expenditures and ...

Specific Powers and Duties. Under the Executive Committee’s supervision, the Director shall: 1. Prepare an annual comprehensive plan and budget of all funds necessary for the programs and services of NCCSP and present such plan and budget to the Executive Committee within the timelines established by this Agreement. This plan shall establish priorities and objectives for the year as well as any modifications of long-range objectives. § 51.42(6m)(e)-(f). 2. After consultation with the Board and the Executive Committee, administer the duties of the NCCSP. § 51.42(6m)(h). 3. In consultation with the Board and the Executive Committee, prepare intermediate-range plans for NCCSP. § 51.42(6m)(m). 4. Prepare an annual report of the operation of NCCSP and other reports as directed by the Department of Health Services and/or the Executive Committee. § 51.42(6m)(m). 5. Comply with state requirements and the terms of this Agreement. § 51.42(6m)(k). 6. Employ and manage staff as he or she deems appropriate to administer the duties of NCCSP consistent with the terms of this Agreement and any directive(s) from the Executive Committee. § 51.42(6m)(j). 7. Develop coordination of local services and continuity of care where indicated. § 51.42(6m)(n). 8. Utilize available resources and develop new resources to carry out the legislative mandate and the mission of the organization. § 51.42(6m)(L). 9. Continually evaluate the needs of the member counties’ communities and the quality of the service delivery of programs provided by NCCSP in accordance with the expressed provisions and intent of this Agreement. § 51.42(6m)(g). 10. Develop a conflict resolution protocol. § 51.42(6m)(j). The parties recognize that some level of intergroup conflict is inherent in this partnership because of the scarcity of resources, the ambiguity of roles and the law as applied to specific cases, and the differences in organizational values and culture. To address these differences at the lowest possible level, preferably through direct communication between colleagues or peers, the Director shall work with the Executive Committee to develop and periodically update protocols for addressing situational intergroup conflict. 11. Establish, subject to Executive Committee approval, personnel policies for all NCCSP employees. § 51.42(6m)(i). 12. Establish subject to Executive Committee approval annual budget and budget modification policies. 13. Determine whether services are to be provided directly by NCCSP or contracted with indivi...