Common use of Officers and Employees Clause in Contracts

Officers and Employees. (a) The General Partner may, from time to time, designate one or more Persons to be officers of the Partnership. Any officers so designated shall have such authority and perform such duties as the General Partner may, from time to time, delegate to them. The General Partner may assign titles to particular officers. Unless the General Partner decides otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such officer of the authority and duties that normally are associated with that office, subject to (i) any specific delegation of authority and duties made to such officer by the General Partner, (ii) all standards of care and restrictions applicable to the General Partner hereunder, and (iii) the general direction and control of the General Partner. The officers shall hold office until their successors shall be duly designated and shall qualify, until their death, or until they shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same Person. Reasonable salaries shall be paid to officers of the Partnership for their services as officers as determined by the General Partner. (b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the General Partner. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, either with or without cause, by the General Partner whenever in its judgment the best interests of the Partnership will be served thereby; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the Person so removed. Any vacancy occurring in any office of the Partnership may be filled by the General Partner. (c) The General Partner shall be entitled in its sole discretion to hire employees, including officers, as it deems necessary (including any officers, members or managers of the General Partner) and to pay such employees as the General Partner deems fit, in its sole discretion. (d) No officer of the Partnership shall have any liability to the Partnership or the Partners for any losses sustained or liabilities incurred as a result of any act or omission of such officer if (i) the officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the interests of the Partnership and (ii) the conduct of the officer did not constitute actual fraud, gross negligence, or willful misconduct.

Officers and Employees. (a) The General Partner may, from time to time, designate one or more Persons to be principal officers of the Partnership. Any officers so designated Company shall have such authority and perform such duties as the General Partner maybe a chief executive officer ("CEO"), from time to time, delegate to them. The General Partner may assign titles to particular officers. Unless the General Partner decides otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such officer of the authority and duties that normally are associated with that officewho shall, subject to (i) Section 6.9 and any specific delegation of authority and duties made to such officer action taken by the General PartnerMembers, (ii) all standards be responsible for the day-to-day operations of care the Company, a chief financial officer, a controller, a director of operations and restrictions applicable a Secretary, who shall have the duty, among other things, to record the General Partner hereunderproceedings of the meetings of the Members Committee in a book kept for that purpose, and (iii) such other persons as the general direction Members may in their discretion determine. One person may hold the offices and control perform the duties of the General Partner. The officers any two or more of said offices, except that no one person shall hold office until their successors shall be duly designated the offices and shall qualifyperform the duties of CEO and Secretary. It is understood that the Members may at any time act, until their deathas contemplated by Section 6.2, to override any determination or until they shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held decision made by the same Person. Reasonable salaries shall be paid to CEO or other officers of the Partnership for their services as officers as determined by Company at or prior to the General Partnereffectiveness of such determination or decision (or, in the case of any matter other than a transaction with a Third Party entered into in accordance with Section 6.9, at or prior to such time). No officer or employee of the Company (or Representative or Member) shall be or be designated, or be deemed to be or be designated, a manager of the Company within the meaning of the Delaware Act. (b) Except as otherwise provided herein, the principal officers of the Company shall be employees of the Company. Each such officer shall hold office until his successor is appointed, or until his earlier death, resignation or removal. The remuneration of all principal officers shall be fixed by the Members Committee. (c) In addition to the principal officers contemplated by Section 6.8(a), the Company may have such other subordinate officers as the Members Committee may deem necessary. Subject to the supervision and review of the Members Committee, the CEO shall have the authority to appoint any such subordinate officers (and to fix compensation for) and to remove such officers. (d) In addition to the authority granted to the CEO pursuant to Section 6.8(c), any officer may be removed, with or without cause, at any time, by the Members Committee. (e) Any officer may resign as such at any timetime by giving written notice to the Secretary. Such The resignation shall be made in writing and of any officer shall take effect upon receipt of notice thereof or at the such later time as shall be specified in such notice; and unless otherwise specified therein, or if no time be specified, at the time of its receipt by the General Partner. The acceptance of a such resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, either with or without cause, by the General Partner whenever in its judgment the best interests of the Partnership will be served thereby; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the Person so removed. Any vacancy occurring in any office of the Partnership may be filled by the General Partner. (cf) The General Partner shall be entitled in its sole discretion Except as otherwise provided herein and at all times subject to hire employees, including officers, as it deems necessary (including any officers, members or managers the supervision and direction of the General Partner) and Members Committee, each of the principal officers of the Company shall have such powers as would be incident to pay such employees as the General Partner deems fit, in its sole discretion. (d) No comparable officer of the Partnership shall have any liability a Delaware corporation and such other powers and perform such other duties as may from time to the Partnership time be conferred upon or the Partners for any losses sustained or liabilities incurred as a result of any act or omission of assigned to such officer if (i) by or pursuant to authority delegated by the officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the interests of the Partnership and (ii) the conduct of the officer did not constitute actual fraud, gross negligence, or willful misconductMembers Committee.

Officers and Employees. (a) The General Partner maySubject to obtaining Unanimous Member Approval pursuant to Section 5.07(n), from time and in addition to time, designate one or more Persons to be officers of any power and authority delegated by the Partnership. Any officers so designated shall have such authority and perform such duties as the General Partner may, from time to time, delegate to them. The General Partner may assign titles to particular officers. Unless the General Partner decides otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delawareexpress terms hereof, the assignment Board may delegate any of such title shall constitute the delegation its power and authority to such any officer of the authority and duties that normally are associated with that office, subject to Company (i) any specific delegation of authority and duties made to such officer by the General Partner, (ii) all standards of care and restrictions applicable to the General Partner hereunder, and (iii) the general direction and control of the General Partner. The officers shall hold office until their successors shall be duly designated and shall qualify, until their death, or until they shall resign or shall have been removed in the manner hereinafter providedan “Officer”). Any number of two (2) or more offices may be held by the same Person. Reasonable salaries shall be paid to officers person, other than the offices of the Partnership for their services as officers as determined by the General PartnerManager, Finance Manager and Technology Manager. (b) Any officer may resign Except as set forth in this Section 5.02(b), the Board shall nominate and appoint the Officers of the Company. (i) Xxxxxxxx shall nominate and appoint the general manager of the Company (the “General Manager”), provided that such at General Manager (including any time. Such resignation shall be made in writing and shall take effect at the time specified therein, successor or if no time be specified, at the time of its receipt replacement General Manager appointed by the General PartnerXxxxxxxx) is reasonably acceptable to GE. The acceptance of a resignation initial General Manager, who is listed in Annex E, and any replacements or successors thereof, shall not be necessary serve subject to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, either his or her removal (with or without cause) by Xxxxxxxx or the Board, termination (with or without cause) by Xxxxxxxx or the Board, resignation, death, retirement or disability. In the event of any vacancies in the General Manager position, Xxxxxxxx shall nominate and appoint replacements, provided that each such replacement is reasonably acceptable to GE. Subject to Section 5.01, Section 5.07, Section 5.08 and Section 5.10, the General Manager shall have responsibility for managing the Company’s execution of the Initial Business Plan and the Annual Business Plans (which shall include pursuing the achievement of any applicable operational metric targets), shall have such powers [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. and perform such duties as usually pertains to his or her office, shall possess authority on technical, commercial and program issues, shall have shared responsibility with the Finance Manager for the profits and losses of the Company, and shall have such other powers and duties as from time to time may be assigned to him or her by the General Partner whenever in its judgment Board. (ii) GE shall nominate and appoint the best interests finance manager of the Partnership will be served thereby; providedCompany (the “Finance Manager”), however, provided that such Finance Manager (including any successor or replacement Finance Manager appointed by GE) is reasonably acceptable to Xxxxxxxx. The initial Finance Manager, who is listed in Annex E, and any replacements or successors thereof, shall serve subject to his or her removal (with or without cause) by GE or the Board, termination (with or without cause) by GE or the Board, resignation, death, retirement or disability. In the event of any vacancies in the Finance Manager position, GE shall be without prejudice nominate and appoint replacements, provided that each such replacement is reasonably acceptable to Xxxxxxxx. Subject to Section 5.01, Section 5.07, Section 5.08 and Section 5.10, the contract rights, if any, Finance Manager shall assist in the execution of the Person so removed. Any vacancy occurring in any office Initial Business Plan and Annual Business Plans (which shall include pursuing achievement of the Partnership applicable operational metric targets) and shall have such powers and perform such duties as usually pertains to his or her office, including possessing accountability over financial reporting, shall have shared responsibility with the General Manager for the profits and losses of the Company, and shall have such other powers and duties as from time to time may be filled assigned to him or her by the General PartnerBoard (including as set forth in Section 19.01(b)). (iii) GE and Xxxxxxxx shall jointly nominate and appoint the technology manager of the Company (the “Technology Manager”). The initial Technology Manager, who is listed in Annex E, and any replacements or successors thereof, shall serve subject to his or her removal (with or without cause) by GE and Xxxxxxxx, jointly, or the Board, termination (with or without cause) by GE and Xxxxxxxx, jointly, or the Board, resignation, death, retirement or disability. In the event of any vacancies in the Technology Manager position, GE and Xxxxxxxx shall jointly nominate and appoint replacements. Subject to Section 5.01, Section 5.07 and Section 5.08, the Technology Manager shall have responsibility for ensuring technical execution of new product introduction and production support programs and identifying and allocating associated technical resources and shall have such other powers and duties as from time to time may be assigned to him or her by the Board. (c) The General Partner Subject to Section 5.02(b), the Officers shall be entitled in its sole discretion to hire employees, including officers, serve at the pleasure of the Board and the Board may remove (with or without cause) any Person as it an Officer or appoint additional Persons as Officers as the Board deems necessary (including any officersor desirable. Subject to Section 5.02(b), members or managers the Board shall have the sole and exclusive power and authority to determine the compensation of the General Partner) and to pay such employees as Officers payable by the General Partner deems fit, in its sole discretionCompany. (d) No officer The General Manager, in consultation with the Finance Manager and the Technology Manager, shall nominate and appoint then-existing Secondees (other than the General Manager, Finance Manager and Technology Manager) to certain key roles and functions in the Company; such appointments shall consist of approximately an equal number of Secondees from each of GE and Xxxxxxxx. It is contemplated that such roles and functions shall initially include those set forth on Annex G. [***] Confidential treatment has been requested for the Partnership shall have any liability to bracketed portions. The confidential redacted portion has been omitted and filed separately with the Partnership or the Partners for any losses sustained or liabilities incurred as a result of any act or omission of such officer if Securities and Exchange Commission. (ie) the officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the interests of the Partnership and (ii) the conduct of the officer did not constitute actual fraud, gross negligence, or willful misconduct.[***]

Officers and Employees. (a) The General Partner may, from time to time, designate one or more Persons to be officers of the Partnership. Any officers so designated shall have such authority and perform such duties as the General Partner may, from time to time, delegate to them. The General Partner may assign titles to particular officers. Unless the General Partner decides otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such officer of the authority and duties that normally are associated with that office, subject to (i) any specific delegation of authority and duties made to such officer by the General Partner, (ii) all standards of care and restrictions applicable to the General Partner hereunder, and (iii) the general direction and control of the General Partner. The officers shall hold office until their successors shall be duly designated and shall qualify, until their death, or until they shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same Person. Reasonable salaries shall be paid to officers of the Partnership for their services as officers as determined by the General Partner. (b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the General Partner. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, either with or without cause, by the General Partner whenever in its judgment the best interests of the Partnership will be served thereby; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the Person so removed. Any vacancy occurring in any office of the Partnership may be filled by the General Partner. (c) The General Partner shall be entitled in its sole reasonable discretion to hire employees, including officers, as it deems necessary (including any officers, members or managers of the General Partner) and to pay such employees as the General Partner deems fit, in its sole reasonable discretion. (d) No officer of the Partnership shall have any liability to the Partnership or the Partners for any losses sustained or liabilities incurred as a result of any act or omission of such officer if (i) the officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, in the interests of the Partnership and (ii) the conduct of the officer did not constitute actual fraud, gross negligence, or willful misconduct.

Officers and Employees. (a) The General Partner Board of Directors may, from time to time, designate one or more Persons to be officers Officers of the PartnershipCompany. Any officers Officer so designated shall have such authority and perform such duties as the General Partner Board of Directors may, from time to time, delegate to them. The General Partner may assign titles to particular officers. Unless the General Partner decides otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such officer of the authority and duties that normally are associated with that office, subject to (i) any specific delegation of authority and duties made to such officer by the General Partner, (ii) all standards of care and restrictions applicable to the General Partner hereunder, and (iii) the general direction and control of the General Partner. The officers shall hold office until their successors shall be duly designated and shall qualify, until their death, or until they shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same Person. Reasonable salaries shall be paid to officers of the Partnership for their services as officers as determined by the General PartnerOfficer. (b) Any officer may resign as such at any time. Such resignation Subject to the approval rights described herein, the business and affairs of the Company shall be made in writing and shall take effect at managed exclusively under the time specified thereindirection of the Board of Directors, or if no time by or under the direction of one or more Officers pursuant to expressly delegated authority from the Board of Directors of the Company. The power to act for or to bind the Company shall be specifiedvested exclusively in the Board of Directors of the Company, at subject to the time Board of its receipt Directors’ authority to delegate powers and duties to Officers as set forth herein. Subject to the foregoing and to the extent so expressly delegated by the General PartnerBoard of Directors, the Officers shall have the power and authority to execute and deliver contracts, instruments, filings, notices, certificates, and other documents of whatsoever nature on behalf of the Company. The acceptance Officers of a resignation the Company shall not be necessary have power and authority, as expressly delegated to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, either with or without cause, them by the General Partner whenever in its judgment the best interests Board of Directors of the Partnership will be served thereby; providedCompany, howeverto cause the Company to hire employees, that such removal shall be without prejudice to the contract rights, if any, of the Person so removed. Any vacancy occurring in any office of the Partnership may be filled except Officers appointed by the General PartnerBoard of Directors, and to cause the Company to pay such employees in their reasonable discretion. (c) The General Partner shall be entitled in its sole discretion Prior to hire employeesOctober 1 of each year during the term of this Agreement, including officers, as it deems necessary (including any officers, members or managers the Officers of the General PartnerCompany shall prepare and submit to the Board of Directors for approval an annual budget for the following year. Notwithstanding anything to the contrary herein: if (i) and the proposed annual budget as approved by the Board of Directors; or (ii) any proposed supplement to pay such employees as the General Partner deems fitany annual budget or other Company expenditure authorization, requires, in its sole discretioneither case, additional funding or any type of support from the Shareholders, such budget, supplement or expenditure authorization shall require the prior approval of the Shareholders. (d) No officer The Officers to whom such power and authority is expressly delegated by the Board of the Partnership Directors shall have any liability discretion to evaluate potential LNG related business opportunities for the Partnership or the Partners for any losses sustained or liabilities incurred as a result of any act or omission of such officer if Company (“LNG Business Opportunities”), including: (i) the officer acted in good faith chartering and in a manner he or she reasonably believed to be in, or not opposed to, the interests of the Partnership and operating LNG vessels; (ii) obtaining capacity access to regasification terminals and to gas storage facility terminals; (iii) subject to the conduct prior written approval by the Shareholders of a risk management program and agreed monetary or liability limitations, trading and marketing of LNG and natural gas (including the related hedging of LNG and natural gas) in accordance with such program and limitations; and (iv) entering into contracts pertinent to and in furtherance of the officer did not constitute actual fraudforegoing. Upon such Officers’ selection of appropriate LNG Business Opportunities, gross negligencethey shall each time present in writing such LNG Business Opportunities to the Board of Directors for consideration as to whether the Company approves and determines to provide the financing necessary to undertake, or willful misconductperform and complete such LNG Business Opportunities, with such financing and/or capital Contribution decision being determined and unanimously agreed by all Shareholders in accordance with Section 2.3(c). Upon the written decision to finance a proposed LNG Business Opportunities, the Shareholders shall be obligated to provide and, in accordance with Section 2.3(c), continue to provide the financing therefore as so approved . (e) The initial Officers their respective delegated authorities and approved risk levels and spending limits and the initially approved LNG Business Opportunities and related financial and other authorized commitments, if any, are set forth on Exhibit 5.2(e) attached to and included as part of this Agreement.

Officers and Employees. (a) The General Partner maySubject to obtaining Unanimous Member Approval pursuant to Section 5.07(n), from time and in addition to time, designate one or more Persons to be officers of any power and authority delegated by the Partnership. Any officers so designated shall have such authority and perform such duties as the General Partner may, from time to time, delegate to them. The General Partner may assign titles to particular officers. Unless the General Partner decides otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delawareexpress terms hereof, the assignment Board may delegate any of such title shall constitute the delegation its power and authority to such any officer of the authority and duties that normally are associated with that office, subject to Company (i) any specific delegation of authority and duties made to such officer by the General Partner, (ii) all standards of care and restrictions applicable to the General Partner hereunder, and (iii) the general direction and control of the General Partner. The officers shall hold office until their successors shall be duly designated and shall qualify, until their death, or until they shall resign or shall have been removed in the manner hereinafter providedan “Officer”). Any number of two (2) or more offices may be held by the same Person. Reasonable salaries shall be paid to officers person, other than the offices of the Partnership for their services as officers as determined by the General PartnerManager, Finance Manager and Technology Manager. (b) Any officer may resign Except as set forth in this Section 5.02(b), the Board shall nominate and appoint the Officers of the Company. (i) Xxxxxxxx shall nominate and appoint the general manager of the Company (the “General Manager”), provided that such at General Manager (including any time. Such resignation shall be made in writing and shall take effect at the time specified therein, successor or if no time be specified, at the time of its receipt replacement General Manager appointed by the General PartnerXxxxxxxx) is reasonably acceptable to GE. The acceptance of a resignation initial General Manager, who is listed in Annex E, and any replacements or successors thereof, shall not be necessary serve subject to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, either his or her removal (with or without cause) by Xxxxxxxx or the Board, termination (with or without cause) by Xxxxxxxx or the Board, resignation, death, retirement or disability. In the event of any vacancies in the General Manager position, Xxxxxxxx shall nominate and appoint replacements, provided that each such replacement is reasonably acceptable to GE. Subject to Section 5.01, Section 5.07, Section 5.08 and Section 5.10, the General Manager shall have responsibility for managing the Company’s execution of the Initial Business Plan and the Annual Business Plans (which shall include pursuing the achievement of any applicable operational metric targets), shall have such powers [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. and perform such duties as usually pertains to his or her office, shall possess authority on technical, commercial and program issues, shall have shared responsibility with the Finance Manager for the profits and losses of the Company, and shall have such other powers and duties as from time to time may be assigned to him or her by the General Partner whenever in its judgment Board. (ii) GE shall nominate and appoint the best interests finance manager of the Partnership will be served thereby; providedCompany (the “Finance Manager”), however, provided that such Finance Manager (including any successor or replacement Finance Manager appointed by GE) is reasonably acceptable to Xxxxxxxx. The initial Finance Manager, who is listed in Annex E, and any replacements or successors thereof, shall serve subject to his or her removal (with or without cause) by GE or the Board, termination (with or without cause) by GE or the Board, resignation, death, retirement or disability. In the event of any vacancies in the Finance Manager position, GE shall be without prejudice nominate and appoint replacements, provided that each such replacement is reasonably acceptable to Xxxxxxxx. Subject to Section 5.01, Section 5.07, Section 5.08 and Section 5.10, the contract rights, if any, Finance Manager shall assist in the execution of the Person so removed. Any vacancy occurring in any office Initial Business Plan and Annual Business Plans (which shall include pursuing achievement of the Partnership applicable operational metric targets) and shall have such powers and perform such duties as usually pertains to his or her office, including possessing accountability over financial reporting, shall have shared responsibility with the General Manager for the profits and losses of the Company, and shall have such other powers and duties as from time to time may be filled assigned to him or her by the General PartnerBoard (including as set forth in Section 19.01(b)). (iii) GE and Xxxxxxxx shall jointly nominate and appoint the technology manager of the Company (the “Technology Manager”). The initial Technology Manager, who is listed in Annex E, and any replacements or successors thereof, shall serve subject to his or her removal (with or without cause) by GE and Xxxxxxxx, jointly, or the Board, termination (with or without cause) by GE and Xxxxxxxx, jointly, or the Board, resignation, death, retirement or disability. In the event of any vacancies in the Technology Manager position, GE and Xxxxxxxx shall jointly nominate and appoint replacements. Subject to Section 5.01, Section 5.07 and Section 5.08, the Technology Manager shall have responsibility for ensuring technical execution of new product introduction and production support programs and identifying and allocating associated technical resources and shall have such other powers and duties as from time to time may be assigned to him or her by the Board. (c) The General Partner Subject to Section 5.02(b), the Officers shall be entitled in its sole discretion to hire employees, including officers, serve at the pleasure of the Board and the Board may remove (with or without cause) any Person as it an Officer or appoint additional Persons as Officers as the Board deems necessary (including any officersor desirable. Subject to Section 5.02(b), members or managers the Board shall have the sole and exclusive power and authority to determine the compensation of the General Partner) and to pay such employees as Officers payable by the General Partner deems fit, in its sole discretionCompany. (d) No officer The General Manager, in consultation with the Finance Manager and the Technology Manager, shall nominate and appoint then-existing Secondees (other than the General Manager, Finance Manager and Technology Manager) to certain key roles and functions in the Company; such appointments shall consist of approximately an equal number of Secondees from each of GE and Xxxxxxxx. It is contemplated that such roles and functions shall initially include those set forth on Annex H. [***] Confidential treatment has been requested for the Partnership shall have any liability to bracketed portions. The confidential redacted portion has been omitted and filed separately with the Partnership or the Partners for any losses sustained or liabilities incurred as a result of any act or omission of such officer if Securities and Exchange Commission. (ie) the officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the interests of the Partnership and (ii) the conduct of the officer did not constitute actual fraud, gross negligence, or willful misconduct.[***]