AGREEMENT AUTHORITY Clause Samples

AGREEMENT AUTHORITY. 5.1 The Parties are authorized to meet together, discuss, reach agreement and take actions necessary to implement or effectuate agreements regarding sharing of vessels, chartering or exchange of space, rationalization and related coordination and cooperative activities pertaining to their operations and services, and related equipment, vessels and facilities in the Trade. It is initially contemplated that the Parties will jointly coordinate the operation and sharing of space on 151 container vessels in the Trade with nominal capacities ranging from 3,000-14,500 TEUs. 5.2 In furtherance of the authorities set forth in Article 5.1, the Parties are authorized to engage in the following activities, to the extent permitted by the applicable law of the relevant jurisdictions within the scope of this Agreement, and subject to any applicable filing requirements: (a) Consult and agree upon the type, capacity, speed, and total number of vessels to be used and contributed by each Party, including changes in the number and size of vessels provided by any Party, and substitution of vessels and the terms, conditions and operational details pertaining thereto, without the need to amend this Agreement, provided that the Parties are authorized to adjust the number of linehaul vessels to be used in connection with this Agreement up to a maximum of 180 with maximum capacity of 21,000 TEUs, with a maximum weekly capacity of 180,000 TEUs, and as few as 80 vessels, with a minimum weekly capacity of 70,000 TEUs. The Parties shall conduct regular reviews of the services to be offered under this Agreement, and where necessary agree to make changes in accordance with Article 6. It is intended that the services operated hereunder will provide sufficient slots to cover the Parties’ respective requirements for the movement of cargo in an expeditious and efficient manner; (b) Consult and agree upon the sailing patterns, ports to be called, port rotation, vessel itineraries, schedules, the number, frequency, and character of sailings at ports, transit times, adjustment of the speed of vessels (including slow steaming of vessels), performance criteria and consequences for a Party failing to adhere to the established schedule and/or to load cargo in accordance with its obligations hereunder, and all other matters related to the scheduling and coordination of vessels and services; (c) Consult and agree upon the exchange or allocation of space, on such terms as they may agree from time to t...

AGREEMENT AUTHORITY. 5.1 The Parties are authorized to charter space for the carriage of vehicles and other Ro/Ro cargo to/from one another in the Trade on an “as needed/as available” basis, up to the full reach of a vessel, on vessels owned or chartered by them on such terms and conditions as the Parties may agree from time to time. To facilitate efficient operations under this Agreement, the Parties may discuss and agree upon space requirements and the availability of space on their vessels; the timing of the provision of space; procedures for booking space, for documentation, for special cargo handling instructions or requirements, and for other administrative matters relating to chartering and transportation provided under this Agreement; and the terms and conditions for the use or interchange of equipment useful in the carriage of cargo in the Trade. Space chartered hereunder may not be sub-chartered to another carrier, except between ▇▇▇▇▇▇ NMCC. The discussion and agreement permitted by this Section 5.1 includes discussion and agreement about the volumes, cargo characteristics, shipping requirements, and other transportation features of service for a specific shipper, when such shipper has given written authorization for such discussion and agreement. 5.2 Compensation for any space chartered pursuant to this Agreement shall be upon such terms and at such hire as the Parties may from time to time agree. If the Parties do not agree on the space charter rate for a particular shipment before the cargo is loaded by the Party carrying the cargo, the applicable rate shall be USD500/cbm. Billing and payment terms and conditions shall also be as agreed between the Parties from time to time. 5.3 The Parties may discuss and agree upon the terminal(s) to be called by the vessels operated hereunder as well as the stevedore(s) that will service such vessels, and/or the volume of cargo to be handled by such terminals or stevedores. In furtherance of the foregoing, the Parties are authorized to discuss, exchange information, and/or coordinate negotiations with marine terminal operators or stevedores relating to operational matters such as port schedules and berthing windows; availability of port facilities, equipment and services; contract duration; adequacy of throughput; and the procedures of the interchange of operational data in a legally compliant matter. Nothing herein, however, shall authorize the parties jointly to operate a marine terminal in the United States nor to jointly n...

AGREEMENT AUTHORITY. 5.1 Under this Agreement, the parties are authorized, but not required, to discuss and agree upon all matters relating to the handling and transportation of hazardous cargoes, including: (a) Positions to be taken in submissions to and proceedings before governmental agencies, departments, legislative bodies, and tribunals, as well as trade associations, international bodies and organizations; Uniform or differential transportation procedures, requirements, standards, conditions, classifications, rules, and practices in the Trade pertaining to the acceptance, refusal, handling, documentation, transfer, loading, unloading, storage, ocean and/or inland transportation, and delivery of hazardous cargoes, whether moving under through bill of lading or otherwise, by direct service or transshipment, and whether moving under tariffs, service contracts or otherwise; and Uniform or differential procedures, requirements, standards, conditions, classifications, rules and practices relating to the purchase, lease, acceptance, refusal, use, handling, documentation, interchange, transfer, loading, unloading, storage and transport of International Vessel Operators Hazardous Material Association Agreement Agreement No. ▇▇▇-▇▇▇▇▇▇-▇▇▇ Edition) intermodal and other equipment, including without limitation, dry containers, tank containers, bolsters, tanks, and chassis. 5.2 The parties may exchange information, statistics, reports, studies and other data pertaining to matters within the scope of Article 5.1. 5.3 Any agreement reached on items subject to tariff filing pursuant to Section of the Shipping Act of 1984, as amended, shall be a matter of voluntary adherence by each party, and nothing in this Agreement shall bind any party hereto to any /- such agreement or prevent any party from departing from such agreement at any time upon written notice to the Agreement; provided, however, that nothing herein shall authorize the parties to agree upon rates to 6e offered to shippers. 5.4 The parties may agree upon any routine administrative matters relating to the operation or implementation of this Agreement. The parties shall allocate incurred hereunder and pay their respective shares thereof in a timely manner. 5.5 For purposes hereof, references to "hazardous cargoes" shall mean cargoes subject to regulation pursuant to the /- U.S. Hazardous Materials Transportation Act (or government regulations promulgated pursuant thereto) or the International Maritime Dangerous Goods Code. In...

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AGREEMENT AUTHORITY. (a) The carrier members shall have authority to discuss and exchange information relating to a broad range of factors and sector specific topics, which includes matters that are within the Purpose of the Council (as specified in Article 2), environmental controls, governmental regulations, technological developments, fuel and energy requirements, monetary and fiscal policies, government-controlled fleets, and governmental programs which affect maritime activities. This Agreement, as well as any subjects or actions that may require separate or supplemental agreement(s), shall be non-binding, voluntary agreements (except with respect to administrative matters). All discussions, information exchanges and other activities conducted under this Agreement shall be subject to and in accordance with all applicable laws of any country having jurisdiction over the applicable trade(s). (b) The Council and carrier members may also consult as appropriate with Governments, inter- Governmental bodies and other groups or organizations, including groups or organizations with shipper members, with respect to the subjects covered by this Agreement. (c) In conducting any activity under this Agreement with respect to each trade covered hereby, the Council and each carrier member shall abide by all legal requirements imposed by each country having jurisdiction over the trade.

AGREEMENT AUTHORITY. The authority of the Parties shall be as follows: 5.1 The Parties shall establish, operate, and maintain a fully integrated liner shipping service operating as an ocean common carrier under such trade name or names as they may determine (the “Joint Service”). The Joint Service will operate in the Trade, as provided hereunder, and other trades worldwide. The Joint Service shall operate as a single carrier which shall incorporate the prior separate vessel operating common carrier containerized liner services in the Trade that were operated separately by each of the Parties. As provided by Article 8 hereof, the Parties agree not to operate competing containerized ocean common carrier services in the Trade following the commencement of the Joint Service hereunder. (a) The Parties are authorized to establish one or more legal entities under such name as the Parties may agree to own or operate the Joint Service (each a “Joint Service Entity” and collectively, the “Joint Service Entities”). The parties are authorized to discuss and agree upon all matters relating to the formation, corporate governance, and operation of the Joint Service Entities as permitted by the laws of the jurisdiction of formation including percentage of ownership of each of them, required representations or warranties by the Parties, initial investments and other capital contribution requirements, management, control, restrictions on disposition of capital stock, shareholder voting rights, board composition, employee compensation, indemnity terms as between the Parties and/or a Joint Service Entity, wind-up and termination provisions, and to memorialize agreements on such matters of corporate governance in a shareholders’ agreement or other similar corporate governance document. (b) Initially, the Parties shall establish the following Joint Service Entities: (i) The Integrated Holding Company (“HoldCo”). The Parties shall make such investment in HoldCo as they may agree and will each become a shareholder of HoldCo at the following levels: “K” Line 31% MOL 31% NYK 38% Initially, each Party shall be entitled to designate two (2) members of the HoldCo Board of Directors for a total of six (6) members. (ii) The Integrated Operating Company (“OpCo”). OpCo shall operate as a vessel operating common carrier offering containerized liner services. The Parties shall make such investment in OpCo as they may agree and will each become a holder of preferred stock in OpCo at the following levels: “K” Lin...

AGREEMENT AUTHORITY. 5.1. The Parties are authorized to meet together, discuss, reach agreement and take all actions deemed necessary or appropriate by the Parties to implement or effectuate any agreement regarding sharing of vessels, chartering or exchange of space, and related coordination and cooperative activities pertaining to their operations and services, and related equipment, vessels and facilities in the Trade. It is initially contemplated that the Parties will deploy a total of three (3) vessels, each with an approximate capacity of 400 TEUs, on two services referred to as the AUSPAC and SOUTHPAC services (collectively, the “Services”). The AUSPAC service begins and ends in Australia with calls in New Caledonia, Vanuatu, Fiji, American Samoa, Samoa, and Tonga. The SOUTHPAC service begins and ends in New Zealand with calls in American Samoa, Samoa, and Tonga. NPL and PFL will operate one (1) vessel each on the AUSPAC service, and PDL NPDL will operate one (1) vessel on the SOUTHAPC service. The Parties may modify their deployment on the Services to between two (2) and six (6) total vessels and the TEU capacities of these vessels by up to fifty percent without amendment to this Agreement. discuss and agree upon cash flow procedures, share net losses and/or divide the net income from the pool among themselves pursuant to formulas and with such frequency as they may agree from time to time.

AGREEMENT AUTHORITY. 5.1 The Parties are authorized to meet, discuss, reach agreement and take actions deemed necessary or appropriate to implement or effectuate agreements regarding sharing of vessels, chartering or exchange of space, rationalization and related coordination and cooperative activities pertaining to their operations and services, and related equipment, vessels and facilities in the Trade. It is initially contemplated that the Parties will jointly coordinate the operation and sharing of space on up to 175 container vessels in the Trade, with nominal capacities ranging from 4,200-18,000 TEUs. The number of vessels operated may be adjusted up or down, provided, however, that without further amendment hereto, the Parties are authorized to operate as few as 130 vessels with a minimum weekly capacity of 130,000 TEUs, and as many as 220 vessels in the Trade, each with a maximum capacity of 21,000 TEUs, with a maximum weekly capacity of 250,000 TEUs. Each Party shall contribute vessel capacity as may be agreed by the Parties. The vessels contributed by the Parties shall be deployed as far as possible under a “Best Vessel for the Service” practice, and assigned to trade lanes and services for which they are best suited in a manner that is expected to maximize operational and cost efficiencies, based on such standards and criteria as the Parties may agree from time to time. The Parties may substitute vessels within the Agreement, subject to such standards and criteria as they may agree from time to time. The Parties shall conduct regular reviews of the services to be offered under this Agreement, and where necessary agree to make changes in accordance with Article 6. It is Original Page No. 2a intended that the services operated hereunder will provide sufficient slots to cover the Parties’ respective requirements for the movement of cargo in an expeditious and efficient manner. 5.2 In furtherance of the authorities set forth in Article 5.1, the Parties are authorized to engage in the following activities, to the extent permitted by the applicable law of the relevant jurisdictions within the scope of this Agreement, and subject to any applicable filing requirements: (a) Consult and agree upon the type, capacity, speed, and total number of vessels to be used, the type, capacity, speed, and number of vessels to be contributed by each Party, including changes in the number of vessels provided by any Party, and substitution of vessels and the terms, conditions and operationa...

AGREEMENT AUTHORITY a) The Parties are authorized to discuss and to agree upon language and terms to be included in the NYSHEX Forward Contract, which shall be used solely by a Party when contracting with a Shipper via NYSHEX. A Party may substitute or add terms to the NYSHEX Forward Contract when contracting with a Shipper via NYSHEX. Terms to which the Parties may discuss and agree include, but are not limited to, service commitments, booking procedures, amendments (scope, types, and process), dispute resolution, termination, use of electronic signatures, and the applicable process for filing of the service contract with the Federal Maritime Commission (“FMC”). Shippers that are participants in NYSHEX may also participate in the discussions and agreements contemplated herein. b) Nothing in this Agreement authorizes any of the Parties to discuss, exchange or agree upon the ocean freight rates, surcharges, or accessorials that will be applicable to ocean transportation provided by a Party pursuant to the NYSHEX Forward Contract. c) Nothing in this Agreement shall prohibit any Party from entering into a service contract outside of NYSHEX.