Manager Duties. Owner hereby gives Manager the exclusive authority and power, as agent for Owner, to provide the services listed in this Section 3 and elsewhere in this Agreement and Owner agrees to reimburse Manager and its affiliates for all expenses paid or incurred in connection therewith. For the avoidance of doubt, unless otherwise stated in this Agreement that such expenses are to be borne by Manager, all expenses related to the duties performed or caused to be performed by Manager herein with respect to the Premises shall be the responsibility of the Owner and reimbursed to Manager upon billing therefor if initially paid for by Manager. Manager shall be entitled at all times to manage the Premises in accordance with Manager’s standard operating policies and procedures all in accordance with the budget approved by Owner, except to the extent that any specific provisions contained herein are to the contrary, in which case Manager shall manage the Premises consistent with such specific provisions of this Agreement.
Manager Duties. Owner hereby gives Manager the exclusive authority and power, as agent for Owner, to provide the services listed in this Section 3 and elsewhere in this Agreement and Owner agrees to reimburse Manager, and its affiliates for all expenses paid or incurred in connection therewith. For the avoidance of doubt, unless otherwise indicated in this Agreement that such expenses are to be borne by Manager, all expenses related to the duties performed by Manager herein with respect to the Premises shall be the responsibility of the Owner and reimbursed to Manager if initially paid for by Manager. Manager shall be entitled at all times to manage the Premises in accordance with Manager’s standard operating policies and procedures all in accordance with the budget approved by Owner, except to the extent that any 115023.9 specific provisions contained herein are to the contrary, in which case Manager shall manage the Premises consistent with the specific provisions of this Agreement.
Manager Duties. The Manager agrees to provide the following services in connection with the investment of cash collateral received from the securities lending activities of each Fund of the AAdvantage Trust:
(a) assist the securities lending agent (the "Agent") in determining which specific securities are available for loan, (b) monitor the Agent to ensure that securities loans are effected in accordance with its instructions and within the procedures adopted by the Board of Trustees of the AAdvantage Trust, (c) prepare appropriate periodic reports for, and seek appropriate approvals from, the Board of Trustees of the AAdvantage Trust with respect to securities lending activities, (d) respond to Agent inquiries concerning Agent's compliance with applicable guidelines, and (e) perform such other duties as necessary.
Manager Duties. (a) The Manager must at all times act in accordance with:
(i) the Transaction Documents;
(ii) the Policies and Protocols; and
(iii) any policies that are approved by the Owners’ Council pursuant to clause 3.3(a), which policies will be legally binding on the Manager.
(b) The Manager and the CEO will have fiduciary obligations to the Owners. The Manager and the CEO must:
(i) ensure JV Operations are conducted safely at all times;
(ii) act equitably and fairly and give each of the Owners due and equal treatment;
(iii) subject to any obligations in respect of any Existing JV Arrangements, or any other legally binding obligation on an Owner or a Related Corporation of an Owner, manage the Iron Ore Assets for the benefit of the Owners and their respective Related Corporations in a manner that is consistent with the approved Business Plans and Budgets;
(iv) act in accordance with applicable Laws and consistently with any Authorisations held by the Manager or a JV Entity (including in respect of occupational health and safety, carriage of hazardous goods and the environment); and
(v) perform any obligation or provide any service in a good, workmanlike and commercially reasonable manner and in accordance with the most suitable engineering, construction, operating, mining, transportation and processing methods and with a standard of skill, diligence and care normally applied or exercised in respect of comparable mine or infrastructure operations. For the avoidance of doubt, no JV Entity will have fiduciary obligations to the Owners, and the Owners will not have fiduciary obligations to each other, except for the trusts expressly referred to in clause 2.1(c).
(c) The Manager and the CEO must not take or omit to take any action if the result would be to cause any JV Entity to breach any agreement to which it is a party and the relevant terms of which have been disclosed to the Manager (including any Existing JV Arrangement or any other infrastructure arrangement or a State Agreement).
(d) Except to the extent permitted by this Agreement, or with the approval of the Owners’ Council, the Manager must not undertake any business or engage in any other activity not expressly contemplated by this Agreement.
(e) Subject to clauses 3.10(l) and (m), the Manager must implement the Business Plan and the Budget (including the Synergies Capture Plan).
(f) The Manager must comply with any obligation expressly imposed on the Manager in the Implementation Agreement.
Manager Duties. The Company shall be managed by one manager (the “Manager”). The initial Manager shall be GTI. Any increase or decrease in the number of Managers shall be unanimously approved by the Management Committee. Subject to Sections 5.4 and 5.5 and the other provisions of this Agreement, the Manager shall have the following duties:
Manager Duties. The Manager agrees to provide the following services in connection with the investment of cash collateral received from the securities lending activities of each Fund of the
Manager Duties. (a) Except as provided in subsection 7.5(b) and Section 7.6, each Manager shall devote such time to the Company business as may be necessary to adequately and properly manage and supervise the Company business and affairs in an efficient and workmanlike manner and discharge his or her duties as a Manager in good faith, with the care an ordinarily prudent person would exercise in similar circumstances, and in a manner he or she believes to be in the best interest of the Company. Notwithstanding the foregoing, the failure of any Manager appointed by EDC to approve a Contract Proposal pursuant to Section 7.3(g) shall not constitute a breach of any duty imposed upon such Manager under this Agreement or the Act, and MTI and its affiliates are forever barred from bringing, and hereby waive any right to bring, any action or suit against such Manager for failure to approve a Contract Proposal.
(b) Nothing in this Agreement shall be deemed to restrict in any way the rights of a Manager, or of any Affiliate of a Manager, to conduct any other business or activity whatsoever, and no Manager shall be accountable to the Company or to any Member with respect to that business or activity even if the business or activity competes with the Company's business. The organization of the Company shall be without prejudice to their respective rights (or the rights of their respective Affiliates) to maintain, expand, or diversify such other interests and activities and to receive and enjoy profits or compensation therefrom.
(1) Each Manager shall deal in confidence with all matters involving the Company until such time as there has been a general public disclosure. Subject to subsection 7.5(c)(2), no Manager shall disclose or use any Confidential Information, Inventions or Confidential Documents of the Company (as such terms are defined below) except for the direct or indirect benefit of the Company.
(2) In the event a Manager receives a discovery request (including, without limitation, document requests, subpoenas, notices of deposition, orders to produce documents, information or individuals) in a judicial action or an arbitration (referred to hereinafter as "Discovery Requests"), each Manager agrees that: (A) The Manager will notify the Company of the Manager's receipt of the Discovery Request within a reasonable time following such receipt to allow the Company to seek an order preventing or limiting the disclosure by the Manager of the Confidential Information from a tribunal ...
Manager Duties. Subject to the supervision of the Fund's Board of Trustees (the "Board") and the Investment Adviser, the Manager will provide a continuous investment program for the Portfolios and determine the composition of the assets of the Portfolios. The Manager will provide investment research and analysis, which may include computerized investment methodology, and will conduct a continuous program of evaluation, investment, sales, and reinvestment of the Portfolios' assets by determining the securities, cash and other investments, including futures and options contracts, if any, that shall be purchased, entered into, retained, sold, closed, or exchanged for the Portfolios, when these transactions should be executed, and what portion of the assets of the Portfolios should be held in the various securities and other investments in which it may invest, and the Manager is hereby authorized to execute and perform such services on behalf of the Portfolios. To the extent permitted by the written investment policies of the Portfolios, the Manager shall make decisions for the Portfolios as to foreign currency matters and make determinations as to the retention or disposition of foreign currencies or securities or other instruments denominated in foreign currencies, or derivative instruments based upon foreign currencies, including forward foreign currency contracts and options and futures on foreign currencies and shall execute and perform the same on behalf of the Portfolios. The Manager is authorized to and shall exercise tender offers, exchange offers and vote proxies on behalf of each Portfolio, each as the Manager determines is in the best interest of the Portfolio. In performing these duties, the Manager:
(a) Will conform with (1) the 1940 Act and all rules and regulations thereunder, and releases and interpretations related thereto (including any no-action letters and exemptive orders which have been granted by the SEC to the Fund, to the Investment Adviser (each as provided to the Manager by the Investment Adviser), or to the Manager), (2) any applicable written procedures, policies and guidelines adopted by the Board and furnished to the Manager, (3) each Portfolio's objectives, goals, investment policies and strategies and investment restrictions as stated in the Fund's Prospectus and Statement of Additional Information as supplemented or amended from time to time (collectively, the "Prospectus"), as furnished to, and agreed to by, the Manager, (4) Section 851(b)(...
Manager Duties. The Company anticipates having three Manager each with the following duties:
Manager Duties. Owner hereby gives Manager the exclusive authority and power, as agent for Owner, to provide the services listed in this Section 3 or elsewhere in this Agreement, and Owner agrees to reimburse Manager, its affiliates for all expenses paid or incurred in connection therewith. Manager shall be entitled at all times to manage the Premises in accordance with Manager’s standard operating policies and procedures all in accordance with the budget approved by Owner, except to the extent that any specific provisions contained herein are to the contrary, in which case Manager shall manage the Premises consistent with the specific provisions of this Agreement.
