Operator’s Authority. Unless otherwise limited by the Operating Committee the Operator shall have the authority to pursue, prosecute, defend or settle any claim relating to the Joint Operations (other than be- tween the Parties) on behalf of the Parties provided that where the total amount in dispute and/or the total amount of damages together with any costs are estimated to exceed……………. DKK or such other amount as may from time to time be determined by the Operating Commit- tee and where practicable in the case of any claim for specific performance, injunction or anal- ogous proceedings the Operator shall seek the advice of the Operating Committee and shall comply with any directions given by the Operating Committee in respect thereto. In absence of such directions, the Operator shall act as it deems prudent in the interest of the Parties to en- deavour to prevent judgement being given against any Party, or to challenge the jurisdiction of any court, whilst full authority from the Parties is being sought.
Operator’s Authority. Unless otherwise limited by the Operating Committee the Operator shall have the authority to pursue, prosecute, defend or settle any claim relating to the Joint Operations (other than between the Parties) on behalf of the Parties, provided that where the total amount in dispute and/or the total amount of damages inclusive of any costs are estimated to exceed one million Kroner (DKK 1,000,000) or such amount as may from time to time be unanimously decided by the Operating Committee, the Operator shall seek the advice of the Operating Committee and shall comply with any directions given by the Operating Committee in respect thereto . In absence of such directions, the Operator shall act, as it deems prudent in the interest of the Parties to endeavour to prevent judgement being given against any Party, or to challenge the jurisdiction of any court, whilst full authority from the Parties is being sought.
Operator’s Authority. The approval of a program and budget by the Board will be authority for the Operator to undertake the Joint Venture Activities specified in and incidental to the program and to incur on behalf of the Participants the Share Capital Contributions estimated in and incidental to the budget but the Operator must not incur Expenditure in the performance of the Joint Venture Activities specified in an Approved Program and an Approved Budget in an amount which exceeds by more than 10% the total of the Share Capital Contribution estimated within an Approved Program and an Approved Budget except:
(a) in an emergency, as considered by the Operator necessary to maintain and preserve the Joint Venture Property or to preserve or protect human health and safety, property or the environment in respect of the Joint Venture Property;
(b) to effect and maintain required insurances;
(c) in accordance with a prior approval obtained from the Board; or
(d) as necessary to comply with any law or requirement of a Governmental Authority having jurisdiction where reference to the Board is impracticable and until such reference becomes practical.
Operator’s Authority. Operator shall have the authority to procure and make expenditures for such items, parts, materials and services as are deemed necessary by Operator in completing the Work, provided that such procurement and expenditures comply with the Annual Maintenance Plan, the Requirements, and the other terms and conditions of this Agreement. In doing so, Operator shall keep Owner timely informed and obtain Owner’s prior approval for any expenditures that are not set forth in the Annual Maintenance Plan or that do not qualify as Permitted Excess Expenditures. Operator shall not require Owner’s prior approval, and Owner shall reimburse Operator for, any Permitted Excess Expenditures. Notwithstanding the foregoing, during an Emergency or other unexpected contingency, Operator is authorized to make such expenditures and take such other actions, whether budgeted or not, as Operator shall determine to be reasonably necessary in order to comply with this Agreement, applicable Permits, Applicable Laws or to otherwise protect the Plant, individuals or other property and to maintain the Plant in a safe condition consistent with Prudent Operating Practices. If any such unbudgeted costs and expenditures are incurred, Operator shall promptly notify Owner of such action, specifying the particulars of the events giving rise to such costs and expenditures, and shall promptly submit a revision to the Annual Maintenance Plan to encompass the costs and expenditures incurred, as well as those expected to be incurred, as a result of such Emergency or other unexpected event, and such costs and expenditures reasonably incurred shall be reimbursed in accordance with Exhibit E.
Operator’s Authority. If any Participant fails to make the necessary arrangements to take in kind or separately dispose of its proportionate share of Mineral Products, the Operator as agent may purchase for its own account or sell that share, subject to the right of the Participant owning the share to revoke at will the Operator's authority under this paragraph in respect of Mineral Products not then purchased by the Operator or committed for sale to others, and the Operator shall be entitled to deduct from the sale proceeds all costs of or related to marketing the Mineral Products as is consistent with generally accepted industry marketing practices including, without limitation, transportation, storage, commissions and discounts but all contracts of sale executed by the Operator for a Participant's share of Mineral Products shall be only for reasonable periods of time as are consistent with the minimum needs of the industry under the circumstances and in no event shall any contract be for a period in excess of one year.
Operator’s Authority. The approval of a program and budget by the Executive Committee will be authority for the Operator to undertake the activities specified in and incidental to the program and to incur on behalf of the Corporation the expenditures estimated in and incidental to the budget but the Operator must not incur expenditure in the performance of the activities specified in an approved program and an approved budget in an amount which exceeds by more than 10% the total of the expenditures estimated within an approved program and an approved budget except:
Operator’s Authority. The approval or deemed approval in accordance with this Agreement (whether with or without alteration) of a Program and Budget by the Management Committee will be authority for the Operator to undertake the Joint Venture Activities specified in and incidental to the Approved Program and Budget and to incur on behalf of the Participants the Joint Venture Expenditures estimated in and incidental to the Approved Program and Budget but the Operator must not incur Expenditures in the performance of the Joint Venture Activities specified in an Approved Program and Budget in an amount which exceeds by more than ten percent (10%) of the total of the Joint Venture Expenditures estimated within an Approved Program and Budget except:
(a) subject to Section 9.6, in an emergency, as considered by the Operator necessary to maintain and preserve the Joint Venture Property or to preserve or protect life, limb, property or the environment in respect of the Joint Venture Property;
(b) to effect and maintain insurances as required by Section 6.10(h);
(c) in accordance with a prior approval obtained from the Management Committee under Section 8.7 or 8.10, as the case may be; or
(d) as necessary to comply with any law or requirement of a Governmental Authority having jurisdiction where reference to the Management Committee is impracticable and until such reference becomes practical.
Operator’s Authority and Responsibility with --------------------------------------------- Respect to Operation of the Generation Facilities..
Operator’s Authority. All authority granted to the Operator pursuant to this Declaration shall be binding on the Owners, their successors and assigns and Permittees in perpetuity. It is expressly agreed that so long as the Operator obtains the applicable consents (or deemed consents) set forth in this Declaration (and so long as this Declaration is not modified, amended, or terminated otherwise), the Operator has the authority to solely execute and create, modify or amend the Site Plan, this Declaration, and the Governmental and Utility Documents on behalf of the Owners, their successors and assigns, and Permittees in perpetuity.
Operator’s Authority. Owner engages Operator to be the sole and exclusive operator and manager of the Hotel upon the terms and conditions of this Agreement. Except as otherwise provided in this Agreement, and subject to Section 3.2 and the approved Annual Budgets, Operator shall have absolute control and discretion: (a) in the development, constructing, furnishing, equipping and decorating of the Hotel, and (b) in the marketing, operation, and management of the Hotel, including the following:
3.1.1 endeavor to obtain or cause to be obtained any permits or approvals necessary for the Hotel from time to time; to cause the completion of construction, furnishing and equipping of the Hotel in accordance with the Construction Schedule, the Construction Plans, the Construction Budget, and all applicable building and other governmental permits; to furnish the Hotel in conformity with the Construction Budget; to obtain financing for the development, construction, furnishing and equipping of the Hotel (the “Construction Loan”), substantially in accordance with the terms, provisions, and conditions set forth in that certain “Embassy Suites Hotel Conversion, Summary of Terms & Conditions” dated October 2, 2005, prepared by the construction lender; to cause the Hotel to open in accordance with the Construction Schedule; to administer and implement, as Owner’s agent, development and construction-related contracts and agreements in existence as of the Commencement Date, at the expense of Owner, including (i) the Construction Contract; (ii) that certain Turnkey Agreement dated as of April 4, 2005, between ABW Lxxxxx LLC and ESW LLC, which was assigned by ESW LLC to Owner (the “Turnkey Agreement”); and (iii) that certain Reimbursement Agreement dated as of April 4,2005, between ABW Lxxxxx LLC and ESW LLC, which was assigned by ESW LLC to Owner (the “Reimbursement Agreement”); pursuant to which agreements ABW Lxxxxx LLC is constructing certain improvements on behalf of Owner and the Hotel.
3.1.2 except as otherwise set forth in this Section 3.1, the right, authority and power, either by itself or as part of an association, to administer and implement, as Owner’s agent, contracts, leases and agreements relating to the Hotel in existence as of the Commencement Date, including Owner’s obligations as a member of, and under, that certain WBW CHP, LLC Limited Liability Operating Agreement dated as of December 15, 2005, pursuant to which ABW Lxxxxx LLC is constructing, on behalf of WBW CHP, LLC, a chil...
