Functions of the Advisory Committee Sample Clauses

Functions of the Advisory Committee. The Advisory Committee shall be responsible for making decisions relating to (a) conflicts of interest between the General Partner and its Affiliates and the Fund, (b) approval of the terms and conditions of any loan by the General Partner or its Affiliates to the Fund, (c) waiver or modification of the Investment Limitations, (d) waiver or modification of the Indebtedness Limitation, (e) approval of changes to the Valuation Policy (to the extent set forth in the definition of “Valuation Policy”) and (f) approval, consent or waiver as may be required pursuant to applicable law (including, without limitation, as set forth in Section 9.2 with respect to assignments by the General Partner under the Advisers Act and otherwise under the Advisers Act and applicable foreign, U.S. federal and U.S. state affiliated transaction requirements); provided, however, that, to the extent the General Partner determines that a substantial portion of the Advisory Committee has a conflict of interest with respect to a decision, the General Partner may appoint an independent fiduciary, approved by a majority of the members of the Advisory Committee that do not have a conflict of interest with respect to such decision, if any (such approval not to be unreasonably withheld), that shall be responsible for making such decision. If the Advisory Committee reasonably determines that the Affiliate providing services is not qualified to provide the services for which it was engaged, the General Partner shall terminate the agreement with the service provider within thirty days. If the Advisory Committee reasonably demonstrates that the fees paid with respect to any services provided by the Affiliate are not consistent with market rates for a comparable level of quality and service, the fees for such services shall be reduced such that the fees charged for such services are consistent with market rates.
Sample 1
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Functions of the Advisory Committee. The Advisory Committee shall have the following functions in addition to those set forth elsewhere in this Agreement: (A) Except as provided in Section 6.04(B), the Advisory Committee shall promptly review and approve or disapprove in advance any transactions by the Partnership with the General Partner or its Affiliates. (B) The General Partner shall use its best efforts to provide the members of the Advisory Committee at least 10 Business Days prior to any meeting with written reports of all matters to be discussed at such meeting. (C) The General Partner shall deliver to the Advisory Committee at the end of each Fiscal Year a report summarizing all the material services, fees and transactions between Affiliates of the General Partner and the Partnership. (D) The General Partner shall supply the Advisory Committee with all information and data reasonably requested by the Advisory Committee to enable it to be, on a continuing basis, fully informed about the Partnership’s activities, including, on a quarterly basis, a report setting forth the Partnership’s outstanding indebtedness. (E) Except as otherwise provided in this Agreement, the Advisory Committee will promptly review and approve or disapprove any proposal by the General Partner to offer to any Person other than the Partnership a Suitable Investment. (F) The Advisory Committee will resolve issues involving conflicts of interest to the extent not otherwise provided for under this Agreement. (G) The Advisory Committee will promptly review and approve or disapprove any proposal by the General Partner to terminate the Commitment Period in accordance with Section 2.01(S)(a) or (b). (H) The Advisory Committee will determine, at the request of the General Partner, whether any investment that otherwise would be a Suitable Investment shall not be considered a Suitable Investment.
Sample 1
Functions of the Advisory Committee. The Advisory Committee shall have the following functions in addition to those set forth elsewhere in this Agreement: (a) Except as provided in Section 6.04(b), the Advisory Committee shall promptly review and approve or disapprove in advance any transactions by the Fund with the General Partner or its Affiliates. (b) On March 31, 2006 and annually on each March 31st thereafter (the “Adjustment Date”), the Advisory Committee will have the right, by providing written notice to the General Partner no later than 30 days following the Adjustment Date, to suggest amendments to Schedule B to this Agreement in order to revise fees that, in the opinion of the Advisory Committee, represent then-current market rates for the types of services described on Schedule B, taking into account the nature of the relevant properties and the special services required. In any instance in which the General Partner and the Advisory Committee cannot agree on the then-current market rate for any such service, taking into account the nature of the relevant properties and the special services required, such rate shall be determined by Experts in the procedural manner set forth in Section 14.05 hereof and such rate, as so determined, shall then be substituted for the rate set forth on Schedule B and shall be the fee schedule for all existing Property Related Contracts entered into with Affiliates of the General Partner effective as of the Adjustment Date, and for all future Property Related Contracts entered into with Affiliates of the General Partner; provided, however, that this position shall not alter the right of the Advisory Committee, as set forth in the first sentence of this subsection, to suggest amendments to Schedule B following the next annual Adjustment Date. (c) The Advisory Committee shall resolve issues involving conflicts of interest to the extent not otherwise provided for under this Agreement. (i) The General Partner shall submit to the Advisory Committee the name of the initial auditors of the Fund. Within thirty (30) days following June 1 of each year (other than June 1, 2005), the Advisory Committee shall have the right to request that the General Partner provide the Advisory Committee with the names of three (3) audit firms (which may include the Fund’s existing auditors and any former auditors of the Fund). Upon its receipt of the names of three (3) audit firms from the General Partner, the Advisory Committee shall promptly select one (1) of such firms to be t...
Sample 1
Functions of the Advisory Committee 
Sample 1

Related to Functions of the Advisory Committee

  • Advisory Committees The Board may appoint Advisory Committees to review design review applications, or provide input on other issues of concern to the Board or the Commission. These Advisory Committees include, but are not necessarily limited to, the following: 1. Cameron Park Design Review Committee 2. El Dorado Hills Design Review Committee 3. Xxxxxxx Pines Design Review Committee 4. The County’s Economic Development Advisory Committee (“EDAC”)

  • Advisory Committee The Settling State shall designate an Opioid Settlement Remediation Advisory Committee (the “Advisory Committee”) to provide input and recommendations regarding remediation spending from that Settling State’s Abatement Accounts Fund. A Settling State may elect to use an existing advisory committee or similar entity (created outside of a State-Subdivision Agreement or Allocation Statute); provided, however, the Advisory Committee or similar entity shall meet the following requirements: (i) Written guidelines that establish the formation and composition of the Advisory Committee, terms of service for members, contingency for removal or resignation of members, a schedule of meetings, and any other administrative details; (ii) Composition that includes at least an equal number of local representatives as state representatives; (iii) A process for receiving input from Subdivisions and other communities regarding how the opioid crisis is affecting their communities, their abatement needs, and proposals for abatement strategies and responses; and (iv) A process by which Advisory Committee recommendations for expenditures for Opioid Remediation will be made to and considered by the appropriate state agencies.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

  • Oversight Committee The Company and Union shall each appoint three members to be part of an Oversight Committee. The Oversight Committee will attempt to resolve any issues that may arise regarding this Letter of Agreement within forty-five (45) days. Issues that the Oversight Committee cannot resolve will be subject to the party’s grievance procedure Subsection 102.3(a)(2) timelines will be waived for the forty-five (45) day period.

  • Sub-Committees 15.1 The Joint Committee shall establish the membership and terms of reference for any sub-committees or sub-groups which it establishes and may dissolve such sub-committees or sub-groups. Sub-committees to which the Joint Committee delegates functions are bound by the provisions of this Agreement regulating the taking of decisions by the Joint Committee. The Joint Committee may create additional sub-committees from time to time as it sees fit.

  • Management Committee 6.1 There shall be constituted a committee to be called the Management Committee with functions as stated herein below. 6.2 Government shall nominate two (2) members representing Government in the Management Committee, whereas each Company constituting the Contractor shall nominate one (1) member each to represent Company in the Management Committee provided that in case the Contractor constitutes only one Company, that Company shall have two (2) members. The Parties shall nominate the members to the Management Committee within thirty (30) days of the Effective Date. 6.3 Each Party may nominate alternate members with full authority to act in the absence and on behalf of the members nominated under Article 6.2 and may, at any time, nominate another member or alternate member to replace any member nominated earlier by notice to other members of the Management Committee. 6.4 One representative of the Government shall be designated as the Chairman of the Management Committee and the second representative of the Government shall be designated as the Deputy Chairman. The member of the Operator, or the member designated by the Operator where Operator has two (2) members in the Management Committee shall be designated as the Secretary of the Committee. 6.5 Operator on behalf of the Contractor with the approval of Operating Committee, if constituted under the Article 7.4, or in case of a single Party constituting the Contractor, then that Party shall submit following matters to the Management Committee for review and it shall have advisory functions: (a) the annual Work Programmes and Budgets in respect of Exploration Operations and any revisions or modifications thereto; (b) annual work progress and costs incurred thereon; (c) proposals for surrender or relinquishment of any part of the Contract Area by the Contractor; (d) proposals for an Appraisal Programme or revisions or additions thereto and the declaration of a Discovery as a Commercial Discovery; (e) any other matter required by the terms of this Contract to be submitted to it for review or advice; and (f) any other matter which the Contractor decides to submit for review or advice including matters concerning inter-Party relationships. 6.6 The following matters shall be submitted by Operator on behalf of the Contractor with the approval of Operating Committee, if constituted under the Article 7.4, or in case of single Party constituting the Contractor, then by that Party to the Management Committee for approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)

  • Investment Committee The board of directors of the insurance company shall appoint an investment committee of the investment manager as the investment committee of the insurance company. The investment committee shall meet at least once each quarter to review the investments and loans of the insurance company.

  • Subcommittees Unless otherwise provided in the Certificate of Incorporation, these bylaws or the resolutions of the Board designating the committee, a committee may create one (1) or more subcommittees, each subcommittee to consist of one (1) or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

  • Purpose of the Committee In order to xxxxxx better relations between the parties, the purpose of the Committee shall be to discuss matters of mutual concern including matters pertaining to the improvement of quality health care and safe nursing practice. The Committee shall have the power to make recommendations to the Union and to the Employer.

  • Function of Committee The Committee shall concern itself with the following general matters: a) Considering constructive criticisms of all activities so that better relations shall exist between the Employer and the employees. b) Improving and extending services to the public. c) Promoting safety and sanitary practices. d) Reviewing suggestions from employees, questions of working conditions and service (but not grievances). e) Correcting conditions which might cause grievances and misunderstandings.

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