General Powers and Duties. Subject to section 6.7, in administering and investing the Fund, the Trustee shall be specifically authorized, in respect of the following matters, to:
General Powers and Duties. So long as the Sub-Advisor's appointment under Section 1 hereof remains in effect, the Sub-Advisor shall, subject to the provisions of Section 4.2 hereof, have complete discretion and authority in the investment and reinvestment of the Investment Assets and shall determine what securities or other property shall be acquired, held, or disposed of and, subject to the provisions of Section 4.4 hereof, what portion of the Investment Assets shall be held uninvested. The Sub-Advisor's investment and reinvestment authority shall include, without limitation, authority to purchase, sell, exchange, convert, trade, and generally to deal in the Investment Assets. The Sub-Advisor shall have authority to direct the Custodian with respect to the investment and management of the Investment Assets. The Sub-Advisor's authority shall include the exercise of all voting rights pertaining to the Investment Assets. However, the Sub-Advisor shall have no obligation to exercise any particular voting rights unless the Custodian or the Advisor shall have furnished the pertinent proxies to the Sub-Advisor a reasonable time prior to the deadline before which such proxies are required to be submitted. The Sub-Advisor has the duty to maintain accurate records as to any vote or action taken with respect to any stock or other securities which are part of the Investment Assets and to take such further action as may be necessary for the Fund to participate fully in any transaction undertaken by issuers of Investment Assets.
General Powers and Duties. The Plan Administrator has the following general powers and duties which are in addition to those the Plan otherwise accords to the Plan Administrator:
(a) To determine the rights of eligibility of an Employee to participate in the Plan, all factual questions that arise in the course of administering the Plan, the value of a Participant’s Account Balance (based on the value of the Trust assets, as determined by the Trustee) and the Vested percentage of each Participant’s Account Balance;
(b) To adopt rules of procedure and regulations necessary for the proper and efficient administration of the Plan, provided the rules are not inconsistent with the terms of the Plan, the Code, ERISA or other applicable law;
(c) To construe and enforce the terms of the Plan and the rules and regulations the Plan Administrator adopts, including interpretation of the basic plan document, the Adoption Agreement and any document related to the Plan’s operation;
(d) To direct the Trustee regarding the crediting and distribution of the Trust Fund and to direct the Trustee to conduct interim valuations under Section 10.15;
(e) To review and render decisions regarding a claim for (or denial of a claim for) a benefit under the Plan;
(f) To furnish the Employer with information which the Employer may require for tax or other purposes;
(g) To engage the service of agents whom the Plan Administrator may deem advisable to assist it with the performance of its duties;
(h) To engage the services of an Investment Manager or Managers (as defined in ERISA §3(38)), each of whom will have full power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition or disposition) of any Plan asset under such Manager’s control;
(i) To make any other determinations and undertake any other actions the Plan Administrator believes are necessary or appropriate for the administration of the Plan; and
(j) To establish and maintain a funding standard account and to make credits and charges to the account to the extent required by and in accordance with the provisions of the Code. The Plan Administrator must exercise all of its powers, duties and discretion under the Plan in a uniform and nondiscriminatory manner. The Plan Administrator shall have total and complete discretion to interpret and construe the Plan and to determine all questions arising in the administration, interpretation and application of the Plan. Any determination the Plan Administrator makes under the Pla...
General Powers and Duties. The General Partners shall diligently and faithfully exercise their discretion to the best of their ability and use their best efforts during so much of their time as may be necessary to carry out the purposes and conduct the business of the Partnership in accordance with this Agreement and in the best interests of the Partnership and so as, consistent therewith, to protect the interests of the Limited Partners as a group. The General Partners shall have fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in their immediate possession or control, and they shall not employ, or permit another person to employ such funds or assets in any manner except for the exclusive benefit of the Partnership. In particular, the General Partners, solely, shall be responsible for and shall use their best efforts and exercise discretion to the best of their ability: (i) to cause Properties to be acquired, held, financed and refinanced, and sold, exchanged or otherwise disposed of; (ii) to rent, maintain and operate the Properties so as to comply with the provisions of any mortgage instruments, other indebtedness, and/or regulatory agreements with governmental bodies or agencies relating thereto; (iii) to select and supervise the activities of the real estate management agent(s) for the Partnership including, without limitation, the inspection of the Properties in order to assure their proper maintenance and repair; (iv) to assure the proper application of revenues of the Partnership; (v) to maintain proper books of account for the Partnership and to prepare all reports of operations and tax returns which are to be furnished to the Partners pursuant to this Agreement or which are required by taxing bodies or other governmental agencies; (vi) to maintain adequate insurance with respect to the Properties and any other insurable property of the Partnership pursuant to policies of insurance in form and coverage customary for property similar to the Properties and such other insurable property; and (vii) to assure the doing of all other things which may be necessary or advisable in connection with the supervision of the affairs, business and property of the Partnership.
General Powers and Duties. Subject to Section 6.4 hereof, the powers of the Company shall be exercised by and under the authority of, and the affairs of the Company shall be managed by, and under the joint direction of, the Denihan Member and the PB Member. Each Hotel Lessee will implement management of each Hotel through the hiring of the Hotel Manager pursuant to each applicable Hotel Management Agreement. The Hotel Manager will manage the business and affairs of its respective Hotel in compliance with the then current Budget approved by the respective Hotel Lessees and the terms of the applicable Management Agreement. For avoidance of doubt, the Independent Managers are hereby removed in their capacity as “managers” of the Company.
General Powers and Duties. 8 Section 6.2 Records....................................................................................... 9
General Powers and Duties. Subject to written directions from the Committee regarding the investment of Trust assets, Trustee, on behalf of Trust Beneficiaries, shall have all powers necessary to administer the Trust, including, but not by way of limitation, the following powers in addition to other powers as are set forth herein or conferred by law:
(a) To hold, invest and reinvest the principal or income of the Trust in bonds, common or preferred stock, other securities, or other personal, real or mixed tangible or intangible property (including investment in deposits with Trustee which bear a reasonable interest rate, including without limitation investments in trust savings accounts, certificates of deposit, time certificates or similar investments or deposits maintained by the Trustee);
(b) To hold, invest and reinvest the principal or income of the Trust in the Policies, direct investments under the Policies and take any other action regarding the Policies, as specifically directed by the Committee (including those specified by Sections 3.1(b), 3.3(c) or 4.1(f)) and to enter into split dollar life insurance agreements with Participants pursuant to which each Participant designates the beneficiary to receive the portion of the death benefits described in Section 6.1(c)
(1) of the Plan;
(c) If (i) directed by the Company or Committee to discontinue a Policy or (ii) notified by the Committee or Company that a Participant has terminated employment for a reason other than death, to immediately notify the insurance company that no death benefits are payable to the beneficiaries of the applicable Participant under the Policy (and that neither the Participant nor his beneficiary has any rights under the Policy or the benefits under the Policy) and to file a new beneficiary designation with the Insurance Company naming the Trust as beneficiary, unless directed by the Committee to take such other action as deemed necessary by the Committee in accordance with this Trust;
(d) To pay and provide for the payment of all reasonable and necessary expenses of administering the affairs of the Trust, subject to reimbursement of such expenses within 30 days by the Company in accordance with Section 4.4;
(e) To pay and provide for the payment of all benefits to Trust Beneficiaries in accordance with the provisions of this Trust Agreement;
(f) To retain noninterest bearing deposits or a cash balance with Trustee of so much of the funds as may be determined to be temporarily held awaiting investment ...
General Powers and Duties. Each principal officer has the authority and shall perform the duties set forth in these Bylaws or, to the extent consistent with these Bylaws, the authority and duties prescribed by the Board of Directors or, subject to any limitations that may be imposed by the Board of Directors, by direction of the President. Subordinate officers shall have authority and duties as provided for in accordance with Section 5.3 of these Bylaws.
General Powers and Duties. The powers and duties of the Administrator will include (a) appointing the Plan's attorney, accountant, actuary, or any other party needed to administer the Plan; (b) directing the Trustees with respect to payments from the Trust Fund; (c) deciding if an applicant is entitled to a benefit from the Plan, which will be paid only if the Administrator in its sole discretion decides that the applicant is entitled to it; (d) communicating with Employees regarding their participation and benefits under the Plan, including the administration of all claims procedures; (e) filing any returns and reports with the Internal Revenue Service, Department of Labor, or any other governmental agency; (f) reviewing and approving any financial reports, investment reviews, or other reports prepared by any party under (a) above; (g) establishing a funding policy and investment objectives consistent with the purposes of the Plan and the Employee Retirement Income Security Act of 1974; (h) construing and resolving any question of Plan interpretation; and (i) making any findings of fact the Administrator deems necessary to proper Plan administration.
General Powers and Duties. The Custodian is authorized to and agrees to receive and hold the Custodial Documents. It is the Issuer’s or the Guarantor LP’s responsibility to deliver or cause to be delivered to the Custodian, promptly, and in any event no later than 15 Business Days, in a timely manner all documents, data and any replacement thereof or updates thereto to be delivered to the Custodian, in accordance with terms of the Transaction Documents and the requirements set out in the Guide. The Custodian shall segregate and maintain continuous custody and control of all documents and data deposited with it and shall hold any such physical documents in secure and fireproof facilities, in accordance with customary standards for such storage. The Custodian shall remain responsible for the Custodial Documents until the earlier of:
(a) the termination of this Agreement in accordance with Section 6 and the delivery of the Custodial Documents to a replacement Custodian in accordance with the terms of this Agreement (it being acknowledged that the replacement Custodian shall be responsible for the safe transfer of the Custodial Documents to its premises and systems);
(b) notice from the Guarantor LP, the Issuer and the Bond Trustee that the Programme has been terminated, whereupon the Custodian shall (i) release the Custodial Documents to the Issuer (or, in the case of Custodial Documents related to Eligible Loans or Substitute Assets, to their owner) or as it may direct in writing, or (ii) destroy the Custodial Documents in accordance with procedures satisfactory to the Issuer (or, in the case of data and documents related to Eligible Loans or Substitute Assets, to their owner) all in accordance with its written directions; or
(c) in relation to a particular Eligible Loan or Substitute Asset, its disposition by the Guarantor LP or its maturity (whereupon the Custodian shall either (i) release the particular Custodial Documents related to such Eligible Loan or Substitute Asset to its owner (or as it may direct in writing) or (ii) destroy such Custodial Documents in accordance with procedures satisfactory to its owner, all in accordance with its written directions).
