Common use of Powers and Duties of the Manager Clause in Contracts

Powers and Duties of the Manager. In the course of managing, supervising and conducting Joint Venture Activities, the Manager is entitled to have access to and control of all Joint Venture Property and must, either itself or through such Third Parties as it may engage: (a) (Proposed Programmes and Budgets) prepare and submit to the Management Committee for approval all Proposed Programmes and Budgets and all other estimates and reports required by this Agreement; (b) (Approved Programmes and Budgets) carry out the work required to implement all Approved Programmes and Budgets; (c) (tenders and contracts) obtain, evaluate and accept quotes and tenders (within the limits determined by the Management Committee), and enter into, administer and enforce, as agent of the Joint Venturers, all contracts required for the performance of works and services necessary to perform this Agreement and undertake the Joint Venture Activities; (d) (personnel) engage, dismiss, supervise and control all management, technical and labour personnel necessary for performance of its obligations under this Agreement including determining the terms and conditions of such engagement and conducting all industrial relations; (e) (payment and bank accounts) pay on behalf of the Joint Venturers out of the funds provided by the Joint Venturers all costs and expenses incurred by the Manager in the conduct of the Joint Venture Activities and for such purpose maintain and operate one or more separate bank accounts (within which its own funds are not commingled) on behalf of the Joint Venturers for the purposes of the Joint Venture; (f) (Laws and Authorisations) comply with all Laws and Authorisations applicable to the conduct of the Joint Venture Activities, including those relating to health, safety and environmental protection, and ensure that all Authorisations required to conduct the Joint Venture activities are applied for, obtained and maintained; (g) (Tenements) register this Agreement under the Mining Act against the Tenements, keep and renew those Tenements in good standing (including paying all rents, taxes, expenditures and other outgoings by the due date), and manage, administer, protect and enforce the rights and obligations of the holders under the Tenements; (h) (statutory reports) prepare, file and lodge all statutory reports as and when required under the Mining Act and any other applicable laws in respect of the Tenements (other than reports required to be submitted by the Joint Venturers in their individual capacities as Joint Venturers); (i) (rehabilitation) establish a rehabilitation fund, formulate a rehabilitation programme and carry out the Rehabilitation Obligations; (j) (native title) act as the Joint Venturers’ representative in respect of Native Title Rights and Aboriginal heritage issues, negotiate and enter into agreements with the parties to Native Title Claims and in all other respects deal with issues of this kind as and when they arise, provided that the Manager may not recognise any Native Title Rights or agree or settle any Native Title Claims, without the prior approval of the Management Committee; (k) (insurances) effect and maintain all insurances appropriate in relation to Joint Venture Property and Joint Venture Activities, or as required by Law, and any additional insurances which the Management Committee requires to be effected, provided that the Manager must wherever possible procure that all such insurances include a provision that the insurer has no right of subrogation against any Joint Venturer or the Manager and that the Joint Venturers and the Manager are to be named, to the extent of their interests, on each policy of insurance; (l) (insurance certificates) if requested, provide full details to a Joint Venturer of all insurances effected by the Manager under this Agreement, including certificates of currency; (m) (no Encumbrances) keep the Joint Venture Property free and clear of all Encumbrances, except for those existing at the time of, or created concurrent with, the acquisition of the Joint Venture Property, or liens arising in the ordinary course of business which must be released or discharged in a diligent manner, or Encumbrances specifically approved by the Management Committee; (n) (disposal of surplus equipment) dispose of by sale, assignment, abandonment or other transfer of Joint Venture Property which the Manager classifies as surplus and is no longer needed for Joint Venture Activities and which the Management Committee approves for disposal; (o) (litigation) institute, defend, compromise or settle any court or arbitration proceedings or insurance claims affecting or relating to Joint Venture Activities or Joint Venture Property, provided that the Manager may not institute, compromise, or settle any court or arbitration proceedings or insurance claims exceeding an amount determined by the Management Committee without the prior approval of the Management Committee; (p) (emergencies) take such action as the Manager may consider necessary or advisable to prevent or respond to an Emergency; (q) (GST) act as the Joint Venturers’ representative for the purposes of seeking registration of the Joint Venture as a GST joint venture under the GST Act and manage, administer and enforce the rights and obligations of the Joint Venturers under such GST joint venture; and (r) (other incidental) do all other acts and things that are reasonably necessary or desirable to fulfil its functions or are incidental to the above powers and duties.

Powers and Duties of the Manager. In the course of managing(i) The Manager shall manage, supervising and conducting Joint Venture Activities, the Manager is entitled to have access to direct and control Operations. (ii) The Manager shall implement the decisions of the Management Committee, shall make all Joint Venture Property expenditures necessary to carry out adopted Programs and mustBudgets, either itself or through such Third Parties as and shall promptly advise the Management Committee if it may engagelacks sufficient funds to carry out its responsibilities under this Agreement. (iii) The Manager shall: (a) (Proposed Programmes purchase or otherwise acquire all material, supplies, equipment, water, utility and Budgets) prepare transportation services required for Operations, such purchases and submit acquisitions to be made on the Management Committee for approval best terms available, taking into account all Proposed Programmes and Budgets and all other estimates and reports required by this Agreementof the circumstances; (b) (Approved Programmes obtain such customary warranties and Budgets) carry out the work required to implement all Approved Programmes guarantees as are available in connection with such purchases and Budgets;acquisitions; and (c) (tenders and contracts) obtain, evaluate and accept quotes and tenders (within the limits determined by the Management Committee), and enter into, administer and enforce, as agent of the Joint Venturers, all contracts required for the performance of works and services necessary to perform this Agreement and undertake the Joint Venture Activities; (d) (personnel) engage, dismiss, supervise and control all management, technical and labour personnel necessary for performance of its obligations under this Agreement including determining the terms and conditions of such engagement and conducting all industrial relations; (e) (payment and bank accounts) pay on behalf of the Joint Venturers out of the funds provided by the Joint Venturers all costs and expenses incurred by the Manager in the conduct of the Joint Venture Activities and for such purpose maintain and operate one or more separate bank accounts (within which its own funds are not commingled) on behalf of the Joint Venturers for the purposes of the Joint Venture; (f) (Laws and Authorisations) comply with all Laws and Authorisations applicable to the conduct of the Joint Venture Activities, including those relating to health, safety and environmental protection, and ensure that all Authorisations required to conduct the Joint Venture activities are applied for, obtained and maintained; (g) (Tenements) register this Agreement under the Mining Act against the Tenements, keep and renew those Tenements in good standing (including paying all rents, taxes, expenditures and other outgoings by the due date), and manage, administer, protect and enforce the rights and obligations of the holders under the Tenements; (h) (statutory reports) prepare, file and lodge all statutory reports as and when required under the Mining Act and any other applicable laws in respect of the Tenements (other than reports required to be submitted by the Joint Venturers in their individual capacities as Joint Venturers); (i) (rehabilitation) establish a rehabilitation fund, formulate a rehabilitation programme and carry out the Rehabilitation Obligations; (j) (native title) act as the Joint Venturers’ representative in respect of Native Title Rights and Aboriginal heritage issues, negotiate and enter into agreements with the parties to Native Title Claims and in all other respects deal with issues of this kind as and when they arise, provided that the Manager may not recognise any Native Title Rights or agree or settle any Native Title Claims, without the prior approval of the Management Committee; (k) (insurances) effect and maintain all insurances appropriate in relation to Joint Venture Property and Joint Venture Activities, or as required by Law, and any additional insurances which the Management Committee requires to be effected, provided that the Manager must wherever possible procure that all such insurances include a provision that the insurer has no right of subrogation against any Joint Venturer or the Manager and that the Joint Venturers and the Manager are to be named, to the extent of their interests, on each policy of insurance; (l) (insurance certificates) if requested, provide full details to a Joint Venturer of all insurances effected by the Manager under this Agreement, including certificates of currency; (m) (no Encumbrances) keep the Joint Venture Property Assets free and clear of all Encumbrancesliens and encumbrances, except for those existing at the time of, or created concurrent with, the acquisition of the Joint Venture Propertysuch Assets, or mechanic's or materialmen's liens arising in the ordinary course of business which must shall be released or discharged in a diligent manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (iv) The Manager shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Manager. (v) The Manager shall: (a) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (nb) (disposal of surplus equipment) dispose of pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by salea Participant's sales revenue or net income. If authorized by the Management Committee, assignment, abandonment or other transfer of Joint Venture Property which the Manager classifies shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as surplus the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (c) shall do all other acts reasonably necessary to maintain the Assets. (vi) The Manager shall: (a) apply for all necessary permits, licenses and is no longer needed for Joint Venture Activities approvals; (b) comply with applicable federal, provincial, municipal and which local laws and regulations; (c) notify promptly the Management Committee approves for disposal;of any allegations of substantial violation thereof; and (od) prepare and file all reports or notices required for Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. (litigationvii) institute, The Manager shall prosecute and defend, compromise or settle any court or arbitration proceedings or insurance claims affecting or relating to Joint Venture Activities or Joint Venture Property, provided that the Manager may but shall not institute, compromise, or settle any court or arbitration proceedings or insurance claims exceeding an amount determined by the Management Committee initiate without the prior approval consent of the Management Committee, all litigation or administrative proceedings greater than fifty thousand dollars ($50,000) arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant's approval shall be required in advance of any settlement involving payments, commitments or obligations, if the non-managing Participant's share is in excess of twenty-five thousand dollars ($25,000) in cash or value. (viii) The Manager shall provide insurance for the benefit of the Participants as provided in Schedule D. (ix) The Manager may dispose of Assets, whether by release, abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be released, abandoned or surrendered only as provided in Article 13. Without prior authorization from the Management Committee, however, the Manager shall not: (a) dispose of Assets in any one transaction having a value in excess of $250,000: (b) enter into any sales contracts or commitments for Product, except as permitted in Section 11.2; (pc) begin a liquidation of the Venture; or (emergenciesd) take dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture. (x) The Manager shall have the right to carry out its responsibilities hereunder through agents, affiliates or independent contractors. (xi) The Manager shall be obligated to perform or cause to be performed during the term of this Agreement all obligations required by law in order to maintain the Properties which obligations shall be included in Programs and Budgets. (xii) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. (xiii) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (a) monthly progress reports which include statements of expenditures and comparisons of such action as expenditures to the Manager may consider necessary or advisable to prevent or respond to an Emergencyadopted Budget; (qb) periodic summaries of data acquired; (GSTc) act as copies of reports concerning Operations; (d) a detailed final report within forty-five (45) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the Joint Venturers’ representative for the purposes objectives and results of seeking registration of the Joint Venture as a GST joint venture under the GST Act and manage, administer and enforce the rights and obligations of the Joint Venturers under such GST joint venturePrograms; and (re) such other reports as the Management Committee may reasonably request. At all reasonable times the Manager shall provide the Management Committee or the representative of any Participant, upon the request of any member of the Management Committee, access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired in Operations. In addition, the Manager shall allow the non-managing Participant, at the latter's sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations. (other incidentalxiv) do The Manager shall undertake all other acts and things that are activities reasonably necessary to fulfill the foregoing. (xv) The Manager shall not be in default of any duty under this Section 8.2 if its failure to perform results from the failure of the non-managing Participant to perform acts or desirable to fulfil its functions or are incidental to the above powers and dutiescontribute amounts required of it by this Agreement.

Powers and Duties of the Manager. In the course of managing(i) The Manager shall manage, supervising and conducting Joint Venture Activities, the Manager is entitled to have access to direct and control Operations. (ii) The Manager shall implement the decisions of the Management Committee, shall make all Joint Venture Property expenditures necessary to carry out adopted Programs and mustBudgets, either itself or through such Third Parties as and shall promptly advise the Management Committee if it may engagelacks sufficient funds to carry out its responsibilities under this Agreement. (iii) The Manager shall: (a) (Proposed Programmes purchase or otherwise acquire all material, supplies, equipment, water, utility and Budgets) prepare transportation services required for Operations, such purchases and submit acquisitions to be made on the Management Committee for approval best terms available, taking into account all Proposed Programmes and Budgets and all other estimates and reports required by this Agreementof the circumstances; (b) (Approved Programmes obtain such customary warranties and Budgets) carry out the work required to implement all Approved Programmes guarantees as are available in connection with such purchases and Budgets;acquisitions; and (c) (tenders and contracts) obtain, evaluate and accept quotes and tenders (within the limits determined by the Management Committee), and enter into, administer and enforce, as agent of the Joint Venturers, all contracts required for the performance of works and services necessary to perform this Agreement and undertake the Joint Venture Activities; (d) (personnel) engage, dismiss, supervise and control all management, technical and labour personnel necessary for performance of its obligations under this Agreement including determining the terms and conditions of such engagement and conducting all industrial relations; (e) (payment and bank accounts) pay on behalf of the Joint Venturers out of the funds provided by the Joint Venturers all costs and expenses incurred by the Manager in the conduct of the Joint Venture Activities and for such purpose maintain and operate one or more separate bank accounts (within which its own funds are not commingled) on behalf of the Joint Venturers for the purposes of the Joint Venture; (f) (Laws and Authorisations) comply with all Laws and Authorisations applicable to the conduct of the Joint Venture Activities, including those relating to health, safety and environmental protection, and ensure that all Authorisations required to conduct the Joint Venture activities are applied for, obtained and maintained; (g) (Tenements) register this Agreement under the Mining Act against the Tenements, keep and renew those Tenements in good standing (including paying all rents, taxes, expenditures and other outgoings by the due date), and manage, administer, protect and enforce the rights and obligations of the holders under the Tenements; (h) (statutory reports) prepare, file and lodge all statutory reports as and when required under the Mining Act and any other applicable laws in respect of the Tenements (other than reports required to be submitted by the Joint Venturers in their individual capacities as Joint Venturers); (i) (rehabilitation) establish a rehabilitation fund, formulate a rehabilitation programme and carry out the Rehabilitation Obligations; (j) (native title) act as the Joint Venturers’ representative in respect of Native Title Rights and Aboriginal heritage issues, negotiate and enter into agreements with the parties to Native Title Claims and in all other respects deal with issues of this kind as and when they arise, provided that the Manager may not recognise any Native Title Rights or agree or settle any Native Title Claims, without the prior approval of the Management Committee; (k) (insurances) effect and maintain all insurances appropriate in relation to Joint Venture Property and Joint Venture Activities, or as required by Law, and any additional insurances which the Management Committee requires to be effected, provided that the Manager must wherever possible procure that all such insurances include a provision that the insurer has no right of subrogation against any Joint Venturer or the Manager and that the Joint Venturers and the Manager are to be named, to the extent of their interests, on each policy of insurance; (l) (insurance certificates) if requested, provide full details to a Joint Venturer of all insurances effected by the Manager under this Agreement, including certificates of currency; (m) (no Encumbrances) keep the Joint Venture Property Assets free and clear of all Encumbrancesliens and encumbrances, except for those existing at the time of, or created concurrent with, the acquisition of the Joint Venture Propertysuch Assets, or mechanic's or materialmen's liens arising in the ordinary course of business which must shall be released or discharged in a diligent manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (iv) The Manager shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Manager. (v) TheManager shall: (a) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (nb) (disposal of surplus equipment) dispose of pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by salea Participant's sales revenue or net income. If authorized by the Management Committee, assignment, abandonment or other transfer of Joint Venture Property which the Manager classifies shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as surplus the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (c) shall do all other acts reasonably necessary to maintain the Assets. (vi) The Manager shall: (a) apply for all necessary permits, licenses and is no longer needed for Joint Venture Activities approvals; (b) comply with applicable federal, provincial, municipal and which local laws and regulations; (c) notify promptly the Management Committee approves for disposal;of any allegations of substantial violation thereof; and (od) prepare and file all reports or notices required for Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. (litigationvii) institute, The Manager shall prosecute and defend, compromise or settle any court or arbitration proceedings or insurance claims affecting or relating to Joint Venture Activities or Joint Venture Property, provided that the Manager may but shall not institute, compromise, or settle any court or arbitration proceedings or insurance claims exceeding an amount determined by the Management Committee initiate without the prior approval consent of the Management Committee, all litigation or administrative proceedings greater than fifty thousand dollars ($50,000) arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant's approval shall be required in advance of any settlement involving payments, commitments or obligations, if the non-managing Participant's share is in excess of twenty-five thousand dollars ($25,000) in cash or value. (viii) The Manager shall provide insurance for the benefit of the Participants as provided in Schedule D. (ix) The Manager may dispose of Assets, whether by release, abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be released, abandoned or surrendered only as provided in Article 13. Without prior authorization from the Management Committee, however, the Manager shall not: (a) dispose of Assets in any one transaction having a value in excess of $250,000: (b) enter into any sales contracts or commitments for Product, except as permitted in Section 11.2; (pc) begin a liquidation of the Venture; or (emergenciesd) take dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture. (x) The Manager shall have the right to carry out its responsibilities hereunder through agents, affiliates or independent contractors. (xi) The Manager shall be obligated to perform or cause to be performed during the term of this Agreement all obligations required by law in order to maintain the Properties which obligations shall be included in Programs and Budgets. (xii) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. (xiii) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (a) monthly progress reports which include statements of expenditures and comparisons of such action as expenditures to the Manager may consider necessary or advisable to prevent or respond to an Emergencyadopted Budget; (qb) periodic summaries of data acquired; (GSTc) act as copies of reports concerning Operations; (d) a detailed final report within forty-five (45) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the Joint Venturers’ representative for the purposes objectives and results of seeking registration of the Joint Venture as a GST joint venture under the GST Act and manage, administer and enforce the rights and obligations of the Joint Venturers under such GST joint venturePrograms; and (re) such other reports as the Management Committee may reasonably request. At all reasonable times the Manager shall provide the Management Committee or the representative of any Participant, upon the request of any member of the Management Committee, access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired in Operations. In addition, the Manager shall allow the non-managing Participant, at the latter's sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations. (other incidentalxiv) do The Manager shall undertake all other acts and things that are activities reasonably necessary to fulfill the foregoing. (xv) The Manager shall not be in default of any duty under this Section 8.2 if its failure to perform results from the failure of the non-managing Participant to perform acts or desirable to fulfil its functions or are incidental to the above powers and dutiescontribute amounts required of it by this Agreement.