Appointment and Duties of the Manager. (a) The Company hereby appoints the Manager to manage the investments and day-to-day operations of the Company and its Subsidiaries, subject at all times to the further terms and conditions set forth in this Agreement and to the supervision of, and such further limitations or parameters as may be imposed from time to time by, the Board of Directors. The Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein, provided that funds are made available by the Company for such purposes as set forth in Section 7 hereof. The appointment of the Manager shall be exclusive to the Manager, except to the extent that the Manager elects, in its sole and absolute discretion, in accordance with the terms of this Agreement, to cause the duties of the Manager as set forth herein to be provided by third parties.
(b) The Manager, in its capacity as manager of the investments and the operations of the Company, at all times will be subject to the supervision and direction of the Board of Directors and will have only such functions and authority as the Board of Directors may delegate to it, including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the investments and operations of the Company as may be appropriate, which may include, without limitation:
(i) forming and maintaining the Investment Committee, which will have the following responsibilities: (A) proposing the Investment Guidelines to the Board of Directors, (B) reviewing the Company’s investment portfolio for compliance with the Investment Guidelines on a monthly basis, (C) reviewing the Investment Guidelines adopted by the Board of Directors on a periodic basis, (D) reviewing the diversification of the Company’s investment portfolio and the Company’s hedging and financing strategies on a monthly basis, and (E) generally be responsible for conducting or overseeing the provision of the services set forth in this Section 2.
(ii) serving as the Company’s consultant with respect to the periodic review of the investments, borrowings and operations of the Company and other policies and recommendations with respect thereto, including, without limitation, the Investment Guidelines, in each case subject to the approval of the Board of Directors;
(iii) servin...
Appointment and Duties of the Manager. (a) The Company hereby appoints the Manager to manage the day-to-day business and affairs of the Company and its Subsidiaries, subject at all times to the further terms and conditions set forth in this Agreement, to the directions of the Executive Committee and to the supervision of the Board. Except as otherwise provided in this Agreement, the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein, provided that the Company reimburses the Manager for costs and expenses in accordance with
Appointment and Duties of the Manager. (a) The Company hereby appoints the Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.
(b) The Manager, in its capacity as manager of the assets and the day-to-day operations of the Company, at all times will be subject to the supervision of the Company’s Board of Directors and will have only such functions and authority as the Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be appropriate, including, without limitation:
(i) serving as the Company’s consultant with respect to the periodic review of the investment criteria and parameters for Investments, borrowings and operations;
(ii) investigation, analysis, valuation and selection of investment opportunities;
(iii) with respect to prospective Investments by the Company and dispositions of Investments, conducting negotiations with brokers, sellers and purchasers and their respective agents and representatives, investment bankers and owners of privately and publicly held companies;
(iv) engaging and supervising, on behalf of the Company and at the Company’s expense, independent contractors that provide services relating to the Investments, including, but not limited to, investment banking, legal advisory, tax advisory, accounting advisory, securities brokerage, real estate advisory and brokerage, and other financial and consulting services as the Manager determines from time to time is advisable;
(v) negotiating on behalf of the Company for the sale, exchange or other disposition of any Investments;
(vi) coordinating and managing operations of any joint venture or co-investment interests held by the Company and conducting all matters with the joint venture or co-investment partners;
(vii) providing executi...
Appointment and Duties of the Manager. (a) On and from the JV Formation Date, Nullagine will be the Manager unless it ceases to be Manager pursuant to clause 12.5.
(b) The Manager will:
(i) manage and conduct all Exploration with the skill, diligence and care normally exercised by qualified persons in the performance of comparable work and in accordance with accepted Exploration methods and practices;
(ii) promptly carry out all instructions and directions of the Management Committee;
(iii) conduct all Operations in a good workmanlike and efficient manner in accordance with sound mining and other applicable industry standards and practices in accordance with the terms and provisions of the leases, licences, permits, contracts and other agreements pertaining to the Joint Venture Property; and
(iv) not be liable to the non-managing Joint Venture Parties for any act or omission resulting in damage or loss to the Joint Venture or the Joint Venture Parties except to the extent caused by, or attributable to, the Manager's wilful misconduct or gross negligence.
Appointment and Duties of the Manager. (a) The Company and the Operating Partnership hereby appoint the Manager to manage the investments and day-to-day operations of the Company and the Subsidiaries, subject at all times to the further terms and conditions set forth in this Agreement and to the supervision of, and such further limitations or parameters as may be imposed from time to time by, the Board of Directors. The Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein, except where a specific standard of care is specified, in which case such specific standard of care shall apply. The appointment of the Manager shall be exclusive to the Manager, except to the extent that the Manager elects, in its sole and absolute discretion, in accordance with the terms of this Agreement, to cause the duties of the Manager as set forth herein to be provided by third parties.
Appointment and Duties of the Manager. (a) The Company hereby appoints the Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.
Appointment and Duties of the Manager. (a) The REIT and the Operating Partnership hereby appoint the Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager shall use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.
(b) The Manager, in its capacity as manager of the assets of the Company, at all times will be subject to the supervision of the REIT's Board of Directors and will have only such functions and authority as the Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be appropriate, including, without limitation:
(i) serving as the Company's consultant with respect to formulation of investment criteria and preparation of parameters for the Company's investments, borrowings and operations for approval by a majority of the independent members of the Board of Directors (such approved policy guidelines, the "Guidelines") and other policies for approval by the Board of Directors;
(ii) investigation and selection of possible investment opportunities and acquisitions, property and investment analysis, market and economic surveys, on-site physical inspections, review and projection of income and construction, reno-
Appointment and Duties of the Manager. 3 SECTION 3.DEVOTION OF TIME; ADDITIONAL ACTIVITIES. 8 SECTION 0.XXXXXX. 8 SECTION 0.XXXX ACCOUNTS. 8 SECTION 6.RECORDS; CONFIDENTIALITY. 9
Appointment and Duties of the Manager. 9 CONFIDENTIALITY………………………................................................10 RESTRICTIONS ON TRANSFER/RIGHT OF FIRST REFUSAL…............11 SALE PROVISIONS……………………......................................................13 DEFAULT......................................................................................................15 EXPLORATION PROGRAMS……………..................................................15 FEASIBILITY REPORT…………………………………….........................17 PRODUCTION NOTICE…………………………………………………..17 ELECTION TO CONTRIBUTE……………………………………............18 MINE FINANCING……………………………………...………………...19 CONSTRUCTION…………………………………………………………19 OPERATION OF THE MINE.......................................................................20 PAYMENT OF MINE COSTS………………………………….................20 Part 19………...............................................................................................21 DISPOSITION OF PRODUCT AND MARKETING RIGHTS....................21 TERMINATION OR SUSPENSION OF MINING OPERATIONS............23 DELETED INTENTIONALLY….................................................................23 INSURANCE................................................................................................24 FORCE MAJEURE ......................................................................................24 TERMINATION...........................................................................................25
Appointment and Duties of the Manager. The Company and each of the Subsidiaries hereby appoints the Manager to manage the assets of the Company and the Subsidiaries subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.
