Duties of Management Committee. During the term of its appointment, the Management Committee, at the expense of and on behalf of the Parties pursuant to Joint Venture, shall implement or cause to be implemented all Major Decisions and ordinary decisions of the Management Committee, and shall conduct the ordinary and usual business and affairs of the Joint Venture in accordance with and limited by this Agreement. The Parties agree that the Management Committee shall be responsible for executing and/or overseeing all tasks related to the operations of the Joint including, without limitation, the following:
Duties of Management Committee. The Management Committee shall conduct, direct and exercise full control over all activities of the Enterprise and the Project. Except as otherwise expressly provided herein, all management powers over the business and affairs of the Project and Enterprise shall be exclusively vested in the Management Committee. The Management Committee shall have full power and authority to do all things necessary or desirable by it to further the development of the Project and formation of the Enterprise.
Duties of Management Committee. The Management Committee shall manage and control the Company, its business and affairs under the same duty of care as is applicable to a board of directors of a corporation organized under the Pennsylvania Business Corporation Law except to the extent (if any) otherwise provided in this Agreement. The Management Committee shall devote only such time as it deems necessary for the proper conduct of the Company’s business and affairs. Members of the Management Committee may engage in, or possess interests in, other business ventures of any nature and description, independently or with others, and neither the Company nor the Members shall have any rights in or to any such other ventures or the income or profits derived therefrom. In discharging their duties, and in determining what is in the best interests of the Company and its members, the Management Committee shall not be required to regard any interest, or the interests of any particular group affected such action, as a dominant or controlling interest or factor. The Management Committee shall give due consideration to the following factors, including, but not limited to, the long-term prospects and interests of the Company and its members, and the social, economic, legal, or other effects of any action on the current and retired employees, the suppliers and customers of the company or its subsidiaries, and the communities and society in which the Company or it subsidiaries operate (collectively with the members, the Stakeholders), together with the short-term, as well as long-term, interests of its members and the effect of the Company’s operations (including subsidiaries)on the environment and the economy of the state, the region and the nation. Nothing in this article, express or implied, is intended to create or shall create or grant any right in or for any person or any cause of action by or for any person. Notwithstanding the foregoing, the Management Committee is entitled to rely upon the definition of “best interests” as set forth above in enforcing his or her rights hereunder and under state law, and such reliance shall not, absent another breach, be construed as a breach of the Management Committee’s fiduciary duty of care, even in the context of a context of a Change in Control Event where as a result of weighting other Stakeholders interests, the Management Committee determines to accept an offer, between two competing offers, with a lower price per unit.
Duties of Management Committee. (a) The Management Committee will review all new proposals, new work, new contracts and proposed new client relationships for the Company and any Affiliates. The Management Committee shall have the sole authority to accept new work and make all decisions regarding staffing. Additionally, no new client relationships will be initiated without approval of the Management Committee and the assignment of a client director.
