Specific Powers and Duties Sample Clauses

Specific Powers and Duties. (a) Without limiting the generality of Section 7.1 but subject to the terms of this Agreement and the rights of the Limited Partners set forth herein, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the following: (i) negotiate, execute and perform all agreements, conveyances, deeds, powers of attorney or other instruments which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business (and those agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favorable to the Partnership); (ii) open and manage bank accounts in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this Agreement; (iii) mortgage, charge, assign by way of security or otherwise, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later acquired, and in connection therewith to make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidence of indebtedness and the General Partner shall have full power and authority on behalf of the Partnership and with the power to bind the Partnership thereby and without prior consultation of the Partners to secure the payment thereof by mortgage, charge, pledge or assignment by way of security interest of otherwise in all or any part of the Partnership’s assets; (iv) manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with any Person, which proposal(s) will be subject to requisite approval by the Partners; (v) incur all costs and expenses in connection with the Partnership; (vi) employ, retain, engage or dismiss from employment, personnel, agents, representatives or professionals or other investment participants with the powers and ...
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Specific Powers and Duties. (a) Without limiting the generality of Section 7.1, Section ‎14.2 and the other terms of this Agreement and Section 3.01 of the Investor Rights Agreements, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the following: (i) negotiate, execute and perform all agreements, conveyances or other instruments which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business (and those agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favourable to the Partnership); (ii) open and manage bank accounts in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this Agreement; (iii) mortgage, charge, assign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later acquired, to secure any present and future borrowings and related expenses of the Partnership and its Subsidiaries and to sell all or any of that property pursuant to a foreclosure or other realization upon the foregoing encumbrances; (iv) manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with other partnerships or other entities, which proposal(s) will be subject to requisite approval by the Partners; (v) incur all costs and expenses in connection with the Partnership; (vi) employ, retain, engage or dismiss from employment, personnel, agents, representatives or professionals or other investment participants with the powers and duties upon the terms and for the compensation as in the discretion of the General Partner may be necessary or advisable in the carrying on of the business of the Partnership; (vii) engage agents, including any Affiliate or Associate of the General Partner, to assist it to carry out its management obligations to the Partnership...
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Specific Powers and Duties. Subject to the terms of this Agreement and to any applicable limitation set forth in the Act and similar legislation in Canada, the General Partner is authorized and required to manage, control, administer and operate the business and affairs of the Partnership and to represent the Partnership, and without limiting the generality of the foregoing, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to: (a) execute and carry out all agreements which require execution by or on behalf of the Partnership involving matters or transactions which are within the ordinary course of the Partnership's business, including without limitation a management agreement between the Partnership and the Manager; (b) to borrow funds in the name of the Partnership from time to time, from the General Partner, its Affiliates or Associates, or from financial institutions selected by it, only to pay operating expenses of the Partnership; (c) open and manage bank accounts in the name of the Partnership, and to spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner hereunder; (d) review and supervise from time to time the activities of any Person employed to invest the unused assets of the Partnership and review from time to time the performance of such Person; (e) incur all costs and expenses in connection with the Partnership; (f) employ, retain, engage or dismiss from employment personnel, agents, representatives or professionals or other investment participants with the powers and duties upon the terms and for the compensation as in the discretion of the General Partner may be necessary or advisable in the carrying on of the business of the Partnership; (g) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership; (h) commence or defend any action or proceeding in connection with the Partnership or submit the Partnership to binding arbitration; (i) file returns or other documents required by any governmental or like authority and if in its reasonable judgment, the General Partner deems it advisable to do so, register the Partnership as a tax shelter under the Income Tax Act (Canada) (and effect such amendments hereto as may be required in connection with such registration and which do not adversely af...
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Specific Powers and Duties. (1) Without limiting the generality of Section 10.1, but subject to Section 13.16, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to: (a) maintain accounting records for the Partnership; (b) authorize the payment of operating expenses incurred on behalf of the Partnership; (c) calculate Net Asset Value of the Partnership, Net Asset Value per Unit for each Class and Series of Units of the Partnership and the amount of distributions by the Partnership; (d) prepare financial statements, tax returns, information returns and financial and accounting information and make any elections, applications, determinations or designations as the General Partner deems to be deliverable or as required by the Partnership or by applicable law; (e) ensure that Limited Partners are provided with financial statements and other reports as are required from time to time by applicable law; (f) ensure that the Partnership complies with all applicable regulatory requirements; (g) prepare the Partnership’s report to Limited Partners; (h) negotiate contracts with third-party providers of services, including, but not limited to, transfer agents, auditors and printers; (i) process subscriptions for Units or other interest in the Partnership and redemptions of Units or other interest in the Partnership at the option of the General Partner; (j) provide office facilities and personnel to carry out these services, together with clerical services; (k) negotiate, execute and perform all agreements which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business; (l) open and manage bank accounts, brokerage and trading accounts and similar accounts for the Partnership in its own name or that of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner hereunder; (m) subject to the terms of this Agreement, incur liabilities in the name of the Partnership from time to time as the General Partner may determine without limitation with regard to amount, cost or conditions of reimbursement of such liabilities; (n) mortgage, charge, assign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership now owned or hereafter acquired, to secure any present and future liabilities and related expenses of the Partnership and to sell all or any of such property p...
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Specific Powers and Duties. In the conduct of operations hereunder, the Operator will: (a) manage and direct the operations of the Joint Venture in accordance with the provisions of this agreement and in a prudent and business-like manner, in accordance with good exploration, engineering, mining and environmental practices in the mining industry and in compliance with all applicable Laws;
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Specific Powers and Duties. In addition to its general powers and duties, the Commission has the following powers with respect to the functions described herein: a) To receive complaints or requests made to the Commission, or to act on its own initiative, to examine issues of City or County systemic racial, religious, gender, sexual orientation, disability, age-related and ethnic group tensions and misunderstandings or City or County systemic practices of racial, religious, gender, sexual orientation, disability, age-related or ethnic discrimination. In addition, the Commission may -receive complaints or requests to examine such issues concerning third parties; provided however, such parties must agree to participate in the Commission's proceedings. In connection with its examinations, the Commission may conduct public hearings and hold other public forums. Nothing in this section or Agreement shall be construed to authorize the Commission to investigate and hear individual complaints of discrimination against any person, or against any organization or entity that, is not a party to this agreement without their or its consent. Such complaints shall be referred to the appropriate City, County or state agency. In addition, nothing in this Agreement shall be construed to authorize the Commission to issue subpoenas or to impose any sanctions against any individuals, agencies, or organizations. b) To request the attendance of witnesses, accept written, or oral statements or other documentation of any interested person and to request the production of any supporting materials relating to any matter pertaining to an issue before the Commission. c) To gather additional information and conduct research into issues presented to the Commission or raised by the Commission itself. d) To make a record in writing setting forth the information communicated to the Commission and including the Commission’s recommendation, if any, to the City and the County. To refer matters to the appropriate agency or department of the City or County. e) To enlist the cooperation of the various racial, religious, gender, sexual orientation, disabled, age-related and ethnic groups, community organizations, labor organizations, fraternal and benevolent associations and other groups in a community involvement program that focus on human relations, and that is devoted to teaching the need of eliminating discrimination intolerance and for fostering respect and understanding among all racial, religious, gender, sexual orie...
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Specific Powers and Duties. Without limiting the generality of the foregoing, the General Partner has the power and authority to do the following:
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Specific Powers and Duties. Under the Executive Committee’s supervision, the Director shall: 1. Prepare an annual comprehensive plan and budget of all funds necessary for the programs and services of NCCSP and present such plan and budget to the Executive Committee within the timelines established by this Agreement. This plan shall establish priorities and objectives for the year as well as any modifications of long-range objectives. § 51.42(6m)(e)-(f). 2. After consultation with the Board and the Executive Committee, administer the duties of the NCCSP. § 51.42(6m)(h). 3. In consultation with the Board and the Executive Committee, prepare intermediate-range plans for NCCSP. § 51.42(6m)(m). 4. Prepare an annual report of the operation of NCCSP and other reports as directed by the Department of Health Services and/or the Executive Committee. § 51.42(6m)(m). 5. Comply with state requirements and the terms of this Agreement. § 51.42(6m)(k). 6. Employ and manage staff as he or she deems appropriate to administer the duties of NCCSP consistent with the terms of this Agreement and any directive(s) from the Executive Committee. § 51.42(6m)(j). 7. Develop coordination of local services and continuity of care where indicated. § 51.42(6m)(n). 8. Utilize available resources and develop new resources to carry out the legislative mandate and the mission of the organization. § 51.42(6m)(L). 9. Continually evaluate the needs of the member counties’ communities and the quality of the service delivery of programs provided by NCCSP in accordance with the expressed provisions and intent of this Agreement. § 51.42(6m)(g). 10. Develop a conflict resolution protocol. § 51.42(6m)(j). The parties recognize that some level of intergroup conflict is inherent in this partnership because of the scarcity of resources, the ambiguity of roles and the law as applied to specific cases, and the differences in organizational values and culture. To address these differences at the lowest possible level, preferably through direct communication between colleagues or peers, the Director shall work with the Executive Committee to develop and periodically update protocols for addressing situational intergroup conflict. 11. Establish, subject to Executive Committee approval, personnel policies for all NCCSP employees. § 51.42(6m)(i). 12. Establish subject to Executive Committee approval annual budget and budget modification policies. 13. Determine whether services are to be provided directly by NCCSP or contracted with indivi...
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Related to Specific Powers and Duties

  • Powers and Duties Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

  • Powers and Duties General Immunity X. XXXXXX; DUTIES SPECIFIED. Each Lender irrevocably authorizes each Agent to take such action on such Lender's behalf and to exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified in this Agreement and the other Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason of this Agreement or any of the other Loan Documents, a fiduciary relationship in respect of any Lender; and nothing in this Agreement or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect of this Agreement or any of the other Loan Documents except as expressly set forth herein or therein.

  • POWERS AND DUTIES OF DIRECTORS Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.

  • POWERS AND DUTIES OF CUSTODIAN As custodian, the Custodian shall have and perform the powers and duties set forth in this Article II. Pursuant to and in accordance with Article IV hereof, the Custodian may appoint one or more Subcustodians (as hereinafter defined) to exercise the powers and perform the duties of the Custodian set forth in this Article II and references to the Custodian in this Article II shall include any Subcustodian so appointed.

  • Powers and Duties of Trustees Section 3.1 General 6 Section 3.2 Investments 6 Section 3.3 Legal Title 7 Section 3.4 Issuance and Repurchase of Shares 7 Section 3.5 Borrow Money or Utilize Leverage 7 Section 3.6 Delegation; Committees 7 Section 3.7 Collection and Payment 8 Section 3.8 Expenses 8 Section 3.9 By-Laws 8 Section 3.10 Miscellaneous Powers 8 Section 3.11 Further Powers 8

  • Office and Duties (a) During the term of this Agreement, Employee shall serve as Executive Vice President, Commercial Operations of the Company, with overall responsibility for Corporate Business Development, and the Generic Sales/Marketing and Branded Sales/Marketing operations of the Company, shall report directly to the President of the Company Xxxxx Xxx (“President”), and be subject to the supervision, control and direction of the President or as otherwise directed by the Board of Directors of the Company (“Board”). (b) In his capacity as Executive Vice President, Commercial Operations, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the President, and shall perform such additional duties and responsibilities as may be from time to time assigned to him by the President, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner that will further the business and interests of the Company. Employee shall also conduct himself and the business of the Company in good faith and in accordance with the highest standards of compliance with all laws and regulations applicable in all jurisdictions in which the Company does business. (d) During the term of this Agreement, Employee shall not be engaged in any business activity which, in the reasonable judgment of the President, CEO or Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantage. (e) Employee shall comply in all material respects with all Company policies, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (f) During the term of this Agreement, Employee’s principal place of employment shall be at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxx., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.

  • SCOPE AND DUTIES During the term of this Agreement, NTX will perform the following services for CLIENT:

  • Terms of Appointment and Duties of the Bank as Transfer Agent ------------------------------------------------------------- A. Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints the Bank to act as, and the Bank agrees to act as, transfer agent for the Fund's authorized and issued Shares, dividend disbursing agent and agent in connection with the purchase and redemption plans provided to the Shareholders and set out in the Private Placement Memorandum. B. The Bank agrees that it will perform the following services: (a) In connection with procedures established from time to time by agreement between the Fund and the Bank, the Bank shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian; (ii) Pursuant to purchase orders, issue the appropriate amount of Shares and hold such Shares in the appropriate Shareholder accounts; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) At the appropriate time as and when it receives monies or portfolio securities paid or delivered to it by the Custodian with respect to any redemption, pay over or deliver or cause to be paid over in the appropriate manner such monies or portfolio securities as instructed by the redeeming Shareholders; (v) Prepare and transmit payments for dividends and distributions declared by the Fund; (vi) Create and maintain all necessary records, and make available during regular business hours all records for inspection, as set forth in Section 13; and (vii) Record the issuance of Shares of the Fund and maintain a record of the total amount of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Bank shall also provide the Fund on a regular basis with the total amount of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. In connection with the closings of the Fund, the Bank will notify the Fund and each Shareholder of the Fund participating in a closing, promptly of the number of full and fractional Shares held by such Shareholder. (b) In addition to and not in lieu of the services set forth in the above paragraph (a) or in any schedule hereto the Bank shall: (i) perform all of the customary services of a transfer agent, distribution disbursing agent and, as relevant, agent in connection with purchase and redemption plans, including but not limited to: maintaining all Shareholder accounts and records (including capital accounts for Undivided Shares, Preferred Shares and Common Shares required to be maintained by the Fund by the Fund's Limited Liability Company Agreement; and tax basis accounts and any other account required in order to comply with Section 704(c) of the Internal Revenue Code); making all allocations to and adjustments in the shareholder accounts and records in accordance with the Fund's Limited Liability Company Agreement and Private Placement Memorandum; mailing proxy materials; receiving and tabulating proxies; mailing Shareholder reports to current Shareholders; withholding taxes on all Shareholder accounts, including non-resident alien accounts; and preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; and (ii) perform such other duties and functions as may from time to time be agreed in writing.

  • Appointment and Duties The Trustees shall at all times employ a custodian or custodians, meeting the qualifications for custodians for portfolio securities of investment companies contained in the 1940 Act, as custodian with respect to the assets of the Trust. Any custodian shall have authority as agent of the Trust with respect to which it is acting as determined by the custodian agreement or agreements, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the By-Laws of the Trust and the 1940 Act: (1) to hold the securities owned by the Trust and deliver the same upon written order; (2) to receive any receipt for any moneys due to the Trust and deposit the same in its own banking department (if a bank) or elsewhere as the Trustees may direct; (3) to disburse such funds upon orders or vouchers; (4) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (5) if authorized to do so by the Trustees, to compute the net income or net asset value of the Trust; all upon such basis of compensation as may be agreed upon between the Trustees and the custodian. The Trustees may also authorize each custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in the 1940 Act.

  • Positions and Duties As of the Effective Date, the Executive will continue to serve as Chief Executive Officer of the Company. The Executive will render such business and professional services in the performance of his duties, consistent with the Executive’s position within the Company, as will reasonably be assigned to him by the Company’s Board of Directors (the “Board”).

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