Common use of Continuing Authority Clause in Contracts

Continuing Authority. On termination of the Venture under Sections 6.9, 11.1, 11.2 or 11.3, the Participant which was the Manager prior to such termination or withdrawal (or the other Participant in the event of a withdrawal by the Manager) shall have the power and authority to do all things on behalf of both Participants which are reasonably necessary or convenient to: 11.8.1 wind-up Operations; and 11.8.2 complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of both Participants and the Venture, encumber Assets, and take any other reasonable action in any matter with respect to which the former Participants continue to have, or appear or are alleged to have, a common interest or a common liability.

Appears in 2 contracts

Samples: Venture Agreement (New Jersey Mining Co), Mill Venture Agreement (New Jersey Mining Co)

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Continuing Authority. On termination of this Agreement under Section 12.1 or the Venture under deemed withdrawal of a Participant pursuant to Sections 6.9, 11.1, 11.2 or 11.35.2 and 6.4, the Participant which was the Manager prior to such termination or withdrawal (or the other Participant in the event of a withdrawal by the Manager) shall have the power and authority authority, subject to control of the Management Committee, if any, to do all things on behalf of both the Participants which are reasonably necessary or convenient to: 11.8.1 wind-(i) wind up Operations; and 11.8.2 (ii) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of both the Participants and the Venture, encumber mortgage Assets, and take any other reasonable action in any matter with respect to which the former Participants continue to have, or appear appear, or are alleged to have, a common interest or a common liability.

Appears in 2 contracts

Samples: Joint Venture Agreement (Trend Mining Co), Joint Venture Agreement (Aurora Metals Bvi LTD)

Continuing Authority. On termination of this Agreement under Section 12.1, or the Venture under Sections 6.9deemed withdrawal of a Participant pursuant to Section 6.4(b)(ii) or 6.5, 11.1, 11.2 or 11.3the withdrawal of a Participant pursuant to Section 12.2, the Participant which was the Manager prior to such termination or withdrawal (or the other Participant in the event of a withdrawal by the Manager) shall have the power and authority authority, subject to control of the Management Committee, to do all things on behalf of both the Participants which are reasonably necessary or convenient to: 11.8.1 wind-to wind up Operations; and 11.8.2 Operations and complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of both the Participants and the Venture, encumber Assets, mortgage Assets and take any other reasonable action in any matter with respect to which the former Participants continue to have, or appear or are alleged to have, a common interest or a common liability.

Appears in 1 contract

Samples: Mining Venture Agreement (Novagold Resources Inc)

Continuing Authority. On termination of the Venture under Sections 6.9, 11.1, 11.2 or 11.3Joint Venture, the Participant which was the Manager prior to such termination or withdrawal (or the other Participant or, in the event of a withdrawal by the Manager, the other Participant (other than the Manager) having the largest Participating Interest) shall have the power and authority to do all things on behalf of both all Participants which are reasonably necessary or convenient to: 11.8.1 (a) wind-up Operations; and 11.8.2 (b) complete any transaction and satisfy any obligation, unfinished or unsatisfied, unsatisfied at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager ; and shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of both all Participants and the Joint Venture, encumber Assets, and take any other reasonable action in any matter with respect to which the former Participants continue to have, or appear or are alleged to have, a common interest or a common liability.

Appears in 1 contract

Samples: Option and Joint Venture Agreement

Continuing Authority. On termination of the Venture under Sections 6.9, 11.1, 11.2 11.2, 11.3 or 11.311.4, the Participant which was the Manager prior to such termination or withdrawal (or the other Participant in the event of a withdrawal by the Manager) shall have the power and authority to do all things on behalf of both Participants which are reasonably necessary or convenient to: 11.8.1 11.9.1 wind-up Operations; and 11.8.2 11.9.2 complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of both Participants and the Venture, encumber Assets, and take any other reasonable action in any matter with respect to which the former Participants continue to have, or appear or are alleged to have, a common interest or a common liability.

Appears in 1 contract

Samples: Venture Agreement (Miranda Gold Corp)

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Continuing Authority. On termination of this Agreement under Section 12.1 with respect to all Properties or the Venture under Sections 6.9, 11.1, 11.2 or 11.3withdrawal of a Participant pursuant to Section 12.2 with respect to all Properties, the Participant which was the Manager prior to such termination or withdrawal (or the other Participant in the event of a withdrawal by the Manager) shall have the power and authority authority, subject to control of the Management Committee, if any, to do all things on behalf of both the Participants which are reasonably necessary or convenient to: 11.8.1 wind-: (a) wind up Operations; and 11.8.2 Operations and (b) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of both the Participants and the Venture, encumber mortgage Assets, and take any other reasonable action in any matter with respect to which the former Participants continue to have, or appear or are alleged to have, a common interest or a common liability.

Appears in 1 contract

Samples: Operating Agreement (Hecla Mining Co/De/)

Continuing Authority. On termination of the Venture under Sections 6.9, 11.1, 11.2 or 11.3, the deemed withdrawal of a Participant which was from the Venture or the withdrawal of a Participant pursuant to section 13.2 the Manager prior to such termination or withdrawal (or the other Participant in the event of a withdrawal by the Manager) shall have the power and authority authority, subject to control of the Management Committee, to do all things on behalf of both the Participants which are reasonably necessary or convenient to: 11.8.1 wind-; (a) wind up Operations; and 11.8.2 and (b) complete any transaction and satisfy any obligation, unfinished or unsatisfied, unsatisfied at the time of such termination or withdrawal, withdrawal if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of both the Participants and the Venture, encumber Assets, mortgage Assets and take any other reasonable action in any matter with respect to which the former Participants continue to have, have or appear or are alleged to have, a common interest or a common liability.

Appears in 1 contract

Samples: Joint Venture Agreement (Halo Resources LTD)

Continuing Authority. On termination of the Venture under Sections 6.9, 11.1, 11.2 or 11.3, the deemed withdrawal of a Participant which was from the Venture or the withdrawal of a Participant pursuant to section 13.2 the Manager prior to such termination or withdrawal (or the other Participant in the event of a withdrawal by the Manager) shall have the power and authority authority, subject to control of the Management Committee, if any, to do all things on behalf of both the Participants which are reasonably necessary or convenient to: 11.8.1 wind-: (a) wind up Operations; and 11.8.2 and (b) complete any transaction and satisfy any obligation, unfinished or unsatisfied, unsatisfied at the time of such termination or withdrawal, withdrawal if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of both the Participants and the Venture, encumber Assets, mortgage Assets and take any other reasonable action in any matter with respect to which the former Participants continue to have, have or appear or are alleged to have, a common interest or a common liability.

Appears in 1 contract

Samples: Option Agreement (Halo Resources LTD)

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