Common use of Partnership Committee Clause in Contracts

Partnership Committee. (a) The Partnership shall be managed by a committee (the "Partnership Committee") comprised of representatives of the Partners. The Partnership Committee shall have authority over all Partnership actions, including, but not limited to, the "Major Decisions" set forth on Exhibit "9.1" to this Agreement. (b) The regular members of the Partnership Committee shall consist of three representatives (herein "Representatives") of each Partner. Each Partner shall designate in writing to the other Partners such Partner's Representatives, and each Partner agrees to fill any vacancies within 15 days. Representatives may also be employees of the Partnership. By written notice, each Partner may designate up to three alternate Representatives to act in the absence of its regular Representatives. The Representatives shall serve for indefinite terms at the pleasure of the appointing Partner and may be removed by such Partner at any time and for any reason. Notwithstanding that each Partner appoints three Representatives to the Partnership Committee, with regard to any action or decision by the Partnership Committee, the Representatives appointed by each Partner shall cast in the aggregate only one vote with respect to all such actions or decisions. Any action taken by the Partnership (through its officers or employees, including the Chief Executive Officer) in compliance with the direction or decision of the Partnership Committee shall be binding upon the Partnership and each Partner. (c) All Partnership Committee actions shall require the approval of all Partners acting through their appointed Representatives. An action of the Partnership Committee shall be by a resolution adopted at a Partnership Committee meeting or, without a meeting, by a written consent signed by at least one Representative of each Partner. The Secretary of the Partnership Committee and any Assistant Secretary may execute certificates setting forth actions taken by the Partnership Committee or which reflect delegation of authority by the Partnership Committee to employees of the Partnership. (d) Meetings of the Partnership Committee shall be held at least quarterly. Meetings of the Partnership Committee shall also be held upon call by any member of the Partnership Committee. Unless waived by at least one Representative of each Partner, the calling of a meeting of the Partnership Committee shall require a minimum of three (3) days' notice. At least one Representative of each Partner must be present to constitute a quorum and convene a meeting of the Partnership Committee. Each Partner may invite to the meetings of the Partnership Committee such attorneys and advisors as such Partner deems appropriate. Meetings of the Partnership Committee may, if at least one Representative of each Partner consents, be held by telephone conferences in which each participating Representative can hear all other participating Representatives, or in such other manner as shall be agreed to by the Representatives. Unless otherwise agreed by at least one Representative of each Partner, all meetings shall be held at the principal office of the Partnership. (e) The Partnership Committee is authorized to adopt rules concerning the conduct of the affairs of the Partnership Committee and the Partnership. (f) The chair of the Partnership Committee (who shall be a Representative of one of the Partners) shall rotate among the Partners, with the same person acting as chair of the "Partnership Committee" of Black Beauty Coal Company acting as chair of the Partnership Committee under this Agreement. The Partnership Committee shall appoint a Secretary and one or more Assistant Secretaries to keep complete minutes of the proceedings and decisions of the Partnership Committee and take such other actions as may be authorized under this Agreement or by the Partnership Committee. (g) No Partner shall have any right, power or obligation to exercise any control over the hiring of miners or over the work force of the Partnership, including, but not limited to, any employment benefits or other terms and conditions of employment for the employees of the Partnership, and all such matters are delegated to the management employees of the Partnership. Thoroughbred and BBR shall take no part in, and shall have no right, power or obligation with respect to, any matter relating to the hiring of employees of the Partnership.

Partnership Committee. (a) The Partnership There shall be managed a Partnership Committee of JVCO composed of six individuals. Partnership Committee members shall be appointed by a committee the Partners as follows: three members shall be appointed by WACS (the "Partnership Committee") comprised “WACS Representatives”), all of representatives whom shall be employees of WACS or an Affiliate thereof and hold an executive position within WABCO’s automotive products group (except that there can be one non-Automotive executive serve as a WACS Representative provided that such person has received the prior approval of the Partnersother Partner), and three members shall be appointed by RBS (the “RBS Representatives”), all of whom shall be employees of RBS or an Affiliate thereof and hold an executive position within RIC’s Automotive Operations (except that there can be one non-Automotive executive serve as an RBS Representative provided that such person has received the prior approval of the other Partner). The Partnership Committee members shall have authority over all Partnership actions, including, but not limited to, the "Major Decisions" set forth on Exhibit "9.1" to this Agreement. (b) The regular members be officers or employees of JVCO. Members of the Partnership Committee shall consist of three representatives (herein "Representatives") of each Partner. Each Partner shall designate in writing to the other Partners such Partner's Representatives, and each Partner agrees to fill any vacancies within 15 days. Representatives may also be employees of the Partnership. By written notice, each Partner may designate up to three alternate Representatives to act in the absence of its regular Representatives. The Representatives shall serve for indefinite terms at the pleasure of the appointing Partner and may be removed by such Partner at any time and for any reason. Notwithstanding that each Partner appoints three Representatives to the Partnership Committee, with regard to any action or decision by the Partnership Committee, the Representatives appointed by each Partner shall cast in the aggregate only one vote with respect to all such actions or decisions. Any action taken by the Partnership (through its officers or employees, including the Chief Executive Officer) in compliance with the direction or decision of on the Partnership Committee without compensation from JVCO for such service and shall not be binding upon the reimbursed by JVCO for their expenses for attending Partnership and each PartnerCommittee meetings. (c) All Partnership Committee actions shall require the approval of all Partners acting through their appointed Representatives. An action of the Partnership Committee shall be by a resolution adopted at a Partnership Committee meeting or, without a meeting, by a written consent signed by at least one Representative of each Partner. The Secretary of the Partnership Committee and any Assistant Secretary may execute certificates setting forth actions taken by the Partnership Committee or which reflect delegation of authority by the Partnership Committee to employees of the Partnership. (db) Meetings of the Partnership Committee shall be held at least quarterly. Meetings of the Partnership Committee shall also be held upon call presided over by any member of the Partnership Committee. Unless waived by at least one Representative of each Partnera Chairman, the calling appointment of a meeting of the Partnership Committee whom shall require a minimum of three (3) days' notice. At least one Representative of each Partner must be present to constitute a quorum and convene a meeting of the Partnership Committee. Each Partner may invite to the meetings of the Partnership Committee such attorneys and advisors as such Partner deems appropriate. Meetings of the Partnership Committee may, if at least one Representative of each Partner consents, be held by telephone conferences in which each participating Representative can hear all other participating Representatives, or in such other manner as shall be agreed to rotate every two years between an individual selected by the RES Representatives and the WACS Representatives. Unless otherwise agreed by at least one Representative The RBS Representatives shall select the first Chairman of each Partner, all meetings shall be held at the principal office of the Partnership. (e) The Partnership Committee is authorized to adopt rules concerning the conduct of the affairs of the Partnership Committee and the Partnership. (f) The chair of the Partnership Committee (who shall be a Representative of one of the Partners) shall rotate among the Partners, with the same person acting as chair of the "Partnership Committee" of Black Beauty Coal Company acting as chair of the Partnership Committee under this Agreement. The Partnership Committee shall appoint a Secretary and one or more Assistant Secretaries to keep complete minutes of the proceedings and decisions of the Partnership Committee and take such other actions as may be authorized under this Agreement or by the Partnership Committee. (gc) No Each Partnership Committee member shall serve until (i) his successor is designated by the Partner shall have any rightwhich appointed him or (ii) his earlier resignation or death, power or obligation to exercise any control over the hiring of miners or over the work force his removal by such Partner. Any member of the PartnershipPartnership Committee may resign at any time upon written notice to the Partner that appointed him. Subject to the limitations set forth in Section 3.1(a), includingeach Partner may, but not limited to, any employment benefits without the approval or other terms and conditions of employment for the employees consent of the Partnershipother Partner and without any condition or restriction whatsoever, select, designate, appoint, remove and replace at any time any one or all of its Representatives on the Partnership Committee. Such selection, designation, appointment, removal or replacement shall be effective as between the Partners upon receipt by the other Partner of written notice from the Partner taking such matters are delegated action. (d) The transferee of a Transferee Interest shall succeed to the management employees all rights, duties and obligations of the Partnership. Thoroughbred and BBR shall take no part in, and shall have no right, power or obligation with respect to, any matter relating to the hiring of employees of the Partnershiptransferor under this Section 3.1.

Partnership Committee. (a) The Partnership shall be managed by a committee (the "Partnership Committee") comprised of representatives of the Partners. The Partnership Committee shall have authority over all Partnership actions, including, but not limited to, the "Major Decisions" set forth on Exhibit "9.1" to this Agreement. (b) The regular members of the Partnership Committee shall consist of three representatives one representative (herein "Representatives") of each Partner. Each Partner shall designate in writing to the other Partners such Partner's RepresentativesRepresentative, and each Partner agrees to fill any vacancies within 15 days. Representatives may also be employees of the Partnership. By written notice, each Partner may designate up to three alternate Representatives to act in the absence of its regular RepresentativesRepresentative. The Representatives Representative shall serve for indefinite terms at the pleasure of the appointing Partner and may be removed by such Partner at any time and for any reason. Notwithstanding that each Partner appoints three Representatives to the Partnership Committee, with regard to any action or decision by the Partnership Committee, the Representatives The Representative appointed by each Partner shall cast in the aggregate only one vote with respect to all such actions or decisions. Any action taken by the Partnership (through its officers or employees, including the Chief Executive Officer) in compliance with the direction or decision of the Partnership Committee shall be binding upon the Partnership and each Partner. (c) All Partnership Committee actions shall require the approval of all Partners acting through their appointed Representatives. An action of the Partnership Committee shall be by a resolution adopted at a Partnership Committee meeting or, without a meeting, by a written consent signed by at least one Representative of each Partner. The Secretary of the Partnership Committee and any Assistant Secretary may execute certificates setting forth actions taken by the Partnership Committee or which reflect delegation of authority by the Partnership Committee to employees of the Partnership. (d) Meetings of the Partnership Committee shall be held at least quarterly. quarterly Meetings of the Partnership Committee shall also be held upon call by any member of the Partnership Committee. Unless waived by at least one Representative of each Partner, the calling of a meeting of the Partnership Committee shall require a minimum of three (3) days' notice. At least one Representative of each Partner must be present to constitute a quorum and convene a meeting of the Partnership Committee. Each Partner may invite to the meetings of the Partnership Committee such attorneys and advisors as such Partner deems appropriate. Meetings of the Partnership Committee may, if at least one the Representative of each Partner consents, be held by telephone conferences in which each participating Representative can hear all other participating Representatives, or in such other manner as shall be agreed to by the Representatives. Unless otherwise agreed by at least one the Representative of each Partner, all meetings shall be held at the principal office of the Partnership. (e) The Partnership Committee is authorized to adopt rules concerning the conduct of the affairs of the Partnership Committee and the Partnership. (f) The chair of the Partnership Committee (who shall be a the Representative of one of the Partners) shall rotate among the Partners, with the same person acting as chair of the "Partnership Committee" of Black Beauty Coal Company acting as chair of the Partnership Committee under this Agreementappointed by Xxxxxx. The Partnership Committee shall appoint a Secretary and one or more Assistant Secretaries to keep complete minutes of the proceedings and decisions of the Partnership Committee and take such other actions as may be authorized under this Agreement or by the Partnership Committee. (g) No Partner shall have any right, power or obligation to exercise any control over the hiring of miners or over the work force of the Partnership, including, but not limited to, any employment benefits or other terms and conditions of employment for the employees of the Partnership, and all such matters are delegated to the management employees of the Partnership. Thoroughbred Xxxxxx and BBR BBEC shall take no part in, and shall have no right, power or obligation with respect to, any matter relating to the hiring of employees of the Partnership.

Partnership Committee. (a) The Partnership shall be managed by a committee (the "Partnership Committee") comprised of representatives of the Partners. The Partnership Committee shall have authority over all Partnership actions, including, but not limited to, the "Major Decisions" set forth on Exhibit "9.1" to this Agreement. (b) The regular members of the Partnership Committee shall consist of three representatives of Thoroughbred and two representatives of BBR (herein "Representatives") of each Partner. Each Partner shall designate in writing to the other Partners such Partner's Representatives, and each Partner agrees to fill any vacancies within 15 days. Representatives may also be employees of the Partnership. By written notice, each Partner may designate up to three the same number of alternate Representatives to act in the absence of its regular Representatives. The Representatives shall serve for indefinite terms at the pleasure of the appointing Partner and may be removed by such Partner at any time and for any reason. Notwithstanding that each Partner appoints three Representatives to the Partnership Committee, with With regard to any action or decision by the Partnership Committee, the Representatives appointed by each Partner shall cast votes in the aggregate only one vote accordance with respect to all such actions or decisionseach Partner's respective Partnership Interest. Any action taken by the Partnership (through its officers or employees, including the Chief Executive Officer) in compliance with the direction or decision of the Partnership Committee shall be binding upon the Partnership and each Partner. (c) All Partnership Committee actions Only the decisions listed on Exhibit 9.1 "Major Decisions" attached hereto shall require the approval of all Partners acting through their appointed Representatives. All other decisions of the Partnership shall be made by majority vote. An action of the Partnership Committee shall be by a resolution adopted at a Partnership Committee meeting or, without a meeting, by a written consent signed by at least one Representative of each Partner. The Secretary of the Partnership Committee and any Assistant Secretary may execute certificates setting forth actions taken by the Partnership Committee or which reflect delegation of authority by the Partnership Committee to employees of the Partnership. (d) Meetings of the Partnership Committee shall be held at least quarterly. Meetings of the Partnership Committee shall also be held upon call by any member of the Partnership Committee. Unless waived by at least one Representative of each Partner, the calling of a meeting of the Partnership Committee shall require a minimum of three (3) days' notice. At least one Representative of each Partner must be present to constitute a quorum and convene a meeting of the Partnership Committee. Each Partner may invite to the meetings of the Partnership Committee such attorneys and advisors as such Partner deems appropriate. Meetings of the Partnership Committee may, if at least one Representative of each Partner consents, be held by telephone conferences in which each participating Representative can hear all other participating Representatives, or in such other manner as shall be agreed to by the Representatives. Unless otherwise agreed by at least one Representative of each Partner, all meetings shall be held at the principal office of the Partnership. (e) The Partnership Committee is authorized to adopt rules concerning the conduct of the affairs of the Partnership Committee and the Partnership. (f) The chair of the Partnership Committee (who shall be a Representative of one of the Partners) shall rotate among the Partners, with the same person acting as chair of the "Partnership Committee" of Black Beauty Coal Company acting as chair of the Partnership Committee under this Agreement. The Partnership Committee shall appoint a Secretary and one or more Assistant Secretaries to keep complete minutes of the proceedings and decisions of the Partnership Committee and take such other actions as may be authorized under this Agreement or by the Partnership Committee. (g) No Partner shall have any right, power or obligation to exercise any control over the hiring of miners or over the work force of the Partnership, including, but not limited to, any employment benefits or other terms and conditions of employment for the employees of the Partnership, and all such matters are delegated to the management employees of the Partnership. Thoroughbred and BBR shall take no part in, and shall have no right, power or obligation with respect to, any matter relating to the hiring of employees of the Partnership.