Powers of Management Committee. The Member hereby establishes a management committee (the “Management Committee”) and delegates to the Management Committee the Member’s full power and authority as manager of the Company to represent the Company, to act in the name of the Company and to manage the business of the Company, including without limitation the powers and authorities set forth in Section 5.1.2 of the Agreement. Further, the Member hereby authorizes the Management Committee to delegate its powers and authorities to the officers and other managers of the Company. The officers of the Company described in Section 5.3 shall have the powers and authorities set forth therein. The officers of the Company shall conduct the business operations and activities of the Company in a manner consistent with the policies adopted from time to time by the Management Committee.
Powers of Management Committee. The Management Committee is authorized on the Company’s behalf to make all decisions as to:
(a) the sale, development, lease or other disposition of the Company’s assets;
(b) the purchase or other acquisition of other assets of all kinds;
(c) the management of all or any part of the Company’s assets;
(d) the borrowing of money and the granting of security interests in the Company’s assets;
(e) the prepayment, refinancing or extension of any loan affecting the Company’s assets;
(f) the compromise or release of any of the Company’s claims or debts;
(g) the employment of persons, firms or corporations for the operation and management of the company’s business; and
(h) The appointment, from time to time, of such officers and agents of the Company, as the Management Committee deems necessary or advisable, and define and modify, from time to time, such officers’ and agents’ duties; provided, however, that the Company shall at all times have at least one officer, employee or representative designated as its President to oversee the operation of the Company, subject in turn to the oversight of the Management Committee. In the exercise of their management powers, the members of the Management Committee are authorized to execute and deliver:
(a) all contracts, conveyances, assignments leases, subleases, franchise agreements, licensing Contracts, management contracts and maintenance contracts and maintenance contracts covering or affecting the Company’s assets;
(b) all checks, drafts and other orders for the payment of the company’s funds;
(c) all promissory notes, loans, security agreements and other similar documents; and
(d) all other instruments of any other kind relating to the Company’s affairs, whether like or unlike the foregoing.
Powers of Management Committee. 12.1 The Management Committee will, without limiting any of its powers as specified elsewhere in this Agreement, have the exclusive right, power and authority to:
(a) approve, modify, or reject any Program, Feasibility Report or Production Program proposed by Operator or any Feasibility Report or Production Program proposed by a Participant;
(b) appoint a new Operator if the Operator is terminated , resigns pursuant to Section 6.7 or is deemed to have resigned pursuant to Section 6.12;
(c) determine the terms of engagement of Operator, including any remuneration payable to Operator on the basis that the Operator should neither profit nor suffer a loss for acting as such;
(d) approve or reject the sale, abandonment or disposition of any part of the Assets (other than the Property), which, in the case of any assets or series of related assets having a value in excess of $100,000, will require the consent of a Participant or Participants holding at least a 51% Interest; and
(e) establish accounting procedures from time to time for Operator.
Powers of Management Committee. The Management Committee shall determine and exercise overall supervision and control of all matters regarding the Authority which are left to the determination of the Management Committee under this Agreement, including but not limited to, the following:
(a) approving or rejecting the financial statements of the Authority;
(b) approve of all operating budgets for the Authority;
(c) approve of all capital budgets for the Authority;
(d) direct the Operator to distribute any or all of the Interest Income to the Parties in accordance to the Proportionate Interest of the Parties alternative – Proportionate Share of the Parties, subject to any right of set- off or deduction hereof, should the Management Committee so resolve; (alternative – direct the Operator to distribute any or all of the Interest Income to qualified community projects, as per the Policy related to the “West Dried Meat Lake Regional Authority Legacy Grant Program.”) (another alternative - direct the Operator to distribute the Interest Income to the Parties in accordance with the calculation as follows: 1/3 of the distributed funds according to Proportionate Interest, 2/3 of the distributed funds based on per capita as per the most recent Alberta Municipal Affairs Municipal Population Lists. (or alternative Proportionate Share as defined in 1.1(t)) (another alternative – include a combination of all the options)
(e) attempting to settle on behalf of the Authority all disputes, controversies, differences, or other failures to agree that may arise between the Parties; (0 making any decision which could reasonably be expected to materially adversely affect operation of the Authority, profitability, cash flow, or the equity value of the Authority;
Powers of Management Committee. The Management Committee is authorized on the Company’s behalf to make all decisions as to:
(a) the sale, development, lease or other disposition of the Company’s assets;
(b) the purchase or other acquisition of other assets of all kinds;
(c) the management of all or any part of the Company’s assets;
Powers of Management Committee. 11.1 The Management Committee will, without limiting any of its powers as specified elsewhere in this agreement, have the exclusive right, power and authority to approve, modify, or reject or request the revision of, any Program proposed by the Operator.
Powers of Management Committee. (a) Except as otherwise explicitly provided herein, the Management Committee shall have the power on behalf and in the name of the Company to implement the objectives of the Company and to exercise any rights and powers the Company may possess, including, without limitation, the power to cause the Company to (a) make any elections available to the Company under applicable tax or other laws, (b) make any investments permitted under this Agreement, (c) satisfy any Company obligations (such as payment of Company Expenses), (d) cause the Company to make distributions, pay dividends and redeem Interests as permitted under this Agreement or (e) take actions with respect to defaults, work-outs, dispositions and other matters affecting Portfolio Investments. Notwithstanding any other provision of this Agreement, without the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Management Committee on behalf of the Company is hereby empowered to authorize a representative of the Company to execute and deliver, (x) a Subscription Agreement with each Member, (y) a licensing agreement with TCW or an Affiliate of TCW to use certain trademarks and service marks in connection with the Company’s business, provided, that no fees or other payments shall be made in connection therewith, and (z) any amendment of any such document (to the extent such amendment is approved in accordance with the terms of the relevant agreement and is consistent with the terms of this Agreement) and any other agreement, document or other instrument contemplated thereby or related thereto (to the extent that such other agreement, document or other instrument is consistent with the terms of the relevant agreement or this Agreement). Such authorization shall not be deemed a restriction on the power of the Management Committee to cause the Company to enter into other documents.
Powers of Management Committee. 13.1 The Management Committee will, without limiting any of its powers as specified elsewhere in this agreement, have the exclusive right, power and authority to:
(a) approve, modify, or reject or request the revision of, any Program, Feasibility Report or Production Program proposed by the Managing Operator;
(b) remove a Participant as Joint Operator if the Interest of such Participant is reduced to less than 10% for more than one year; and
(c) approve a form of accounting procedure for all Costs to be charged to the Participants, such procedure to be consistent with then prevailing industry standards.
Powers of Management Committee. Without limiting the general powers of
Powers of Management Committee. 18.1 After the Participation Date the Management Committee shall, without limiting any of its powers as specified elsewhere in this Agreement, have the exclusive right, power and authority to:
(a) appoint a new Operator upon the occurrence of any of the events set forth in Section 12;
(b) review the terms of engagement of the Operator, including any remuneration payable to the Operator on the basis that the Operator should neither profit nor lose for acting as such; and
(c) approve or reject the sale, abandonment or disposition of any part of the Assets (other than the Property), which, in the case of any asset or series of related assets having a value in excess of $500,000. will require the consent of a Participant or Participants holding at least an 80% undivided Interest. (a)
