Technical Committee. (a) The Parties shall form a Technical Committee (the “Technical Committee”) composed of their duly appointed representatives to supervise and control Operations in the Mutual Interest Lands. (b) As soon as possible after the Effective Date, each Party shall notify the other Party in writing of the names and email addresses of its two (2) primary representatives. The representatives of a Party (each a “Technical Committee Representative”) shall be deemed to have full power and authority to represent and bind such Party with respect to all matters within the power of the Technical Committee, and all acts done by such Technical Committee Representative in such capacity shall be deemed to be the acts of the Party appointing such representative. An alternate Technical Committee Representative shall have full power to act for a Party in the absence of the primary Technical Committee Representatives. A Party may change any of its Technical Committee Representatives from time to time by written notice to the other Party. Epsilon shall be permitted to appoint a technical advisor who will provide input and oversight to HWN’s operational and land teams and may attend all Technical Committee and other meetings between the Parties. (c) The Technical Committee shall meet quarterly to review and discuss Operational technical plans, strategies, and decisions, including drilling, completion, and production strategies. (d) At least ten (10) days’ notice of each meeting shall be given to each Party, unless all of the Parties agree in writing or by vote at a meeting, to waive or shorten such notice period. Notice of any meeting shall be accompanied by an agenda together with reasonable details of the matters on the agenda. (e) Epsilon will be consulted on major Operational decisions and will have fifteen (15) days) from the date it receives notice to provide input to HWN, which HWN will reasonably consider. (f) The Parties shall collaborate on technical decisions and day-to-day operational decisions through integrated technical teams.
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Technical Committee. (a) The Parties shall form Pursuant to the provisions of the third paragraph of Article 80 of the Lending Institutions Act, the Trust Founders and the Creditor Trust Beneficiary hereby create a Technical Committee (the “Technical Committee”) composed made up of their duly appointed representatives to supervise three regular members and control Operations in the Mutual Interest Lands.
(b) As soon as possible after the Effective Datethree alternate members, each Party shall notify of whom may stand in for any of the other Party regular members, pursuant to the following:
1. The Technical Committee will hold a meeting when one is called by any of its members or the Trustee and is personally notified in writing of the names and email addresses of its two (2) primary representatives. The representatives of a Party (to each a “Technical Committee Representative”) shall be deemed to have full power and authority to represent and bind such Party with respect to all matters within the power member of the Technical CommitteeCommittee at least 5 (five) Business Days prior to the date set for the respective meeting;
2. The Chairman of the Technical Committee will preside over the meetings; or, in his absence, whoever is designated by the attendees. Meetings will be considered valid with the attendance of all members, and all acts done by such decisions will only be valid with the unanimous vote of the committee members, on the understanding that in the event of a tie, the Chairman will cast the deciding vote. The Secretary of the Technical Committee Representative will prepare the minutes for each meeting to record to decisions that were made. A copy of that document, duly signed by all members who attended the meeting, will be delivered to the Trustee, with the precise instructions that are in such capacity shall order, as applicable.
3. For all matters related to this Agreement, unanimous decisions made by committee members outside the Technical Committee meetings will have the same validity as if they had been adopted at a Technical Committee Meeting, providing they are confirmed in a written document prepared by the Technical Committee Secretary. A copy of that document, duly signed by all members, will be deemed delivered to be the acts Trustee, with the precise instructions that are in order, as applicable.
4. The Trustee and the advisors that the Technical Committee deems appropriate may attend the Technical Committee meetings, on the understanding that they will have the right to speak, but not to vote.
5. In the event of resignation, disability, death or any other situation that results in the permanent absence of any of the Party appointing such representative. An alternate Technical Committee Representative shall members, the Technical Committee itself will promptly name the successor or successors needed to have full power to act for a Party in the absence minimum of two members at all times. The Chairman of the primary Technical Committee Representativeswill be responsible for providing the Trustee with a written notice containing the names, personal information and sample signatures of all committee members; and
6. A Party may change any The position of its Technical Committee Representatives from time to time by written notice to the other Party. Epsilon shall be permitted to appoint a technical advisor who will provide input and oversight to HWN’s operational and land teams and may attend all Technical Committee and other meetings between the Parties.
(c) The Technical Committee shall meet quarterly to review and discuss Operational technical plans, strategies, and decisions, including drilling, completion, and production strategies.
(d) At least ten (10) days’ notice of each meeting shall be given to each Party, unless all of the Parties agree in writing or by vote at a meeting, to waive or shorten such notice period. Notice of any meeting shall be accompanied by an agenda together with reasonable details of the matters on the agenda.
(e) Epsilon Member will be consulted on major Operational decisions and will have fifteen (15) days) from the date it receives notice to provide input to HWN, which HWN will reasonably considerhonorific.
(f) The Parties shall collaborate on technical decisions and day-to-day operational decisions through integrated technical teams.
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Technical Committee. (a) The Parties shall form 3.1 While this agreement is in force and until the First Option has been exercised by NORTHWESTERN, a Technical Committee technical committee (the “Technical Committee”) composed shall be established. Except as herein otherwise provided, the Technical Committee shall have the responsibility of their duly appointed representatives to supervise and control Operations in approving the Mutual Interest Landsproposed Work Expenditures.
(b) As soon as possible after the Effective Date, each Party 3.2 The Technical Committee shall notify the other Party in writing consist of the names and email addresses of its two (2) primary representatives. , and each party shall forthwith appoint one (1) representative to the Technical Committee.
3.3 The representatives Operator shall convene a meeting of a Party (each a “the Technical Committee Representative”at least once every twelve (12) months and, in any event, within fourteen (14) days of being requested to do so by any representative.
3.4 The Operator shall be deemed to have full power give notice, specifying the time and authority to represent place and bind such Party with respect to all matters within the power agenda for each meeting of the Technical Committee, and to all acts done representatives at least seven (7) days prior to the time appointed for the meeting. An exploration program proposal, which includes a budget, shall be submitted by such the Operator at least 7 business days before the date of the Technical Committee Representative in such capacity meeting.
3.5 Notice of a meeting of the Technical Committee shall not be required if representatives of all the parties are present and unanimously agree upon the agenda.
3.6 A quorum for any Technical Committee meeting shall be deemed present if each party’s representative is present. If a quorum is present at the meeting, the Technical Committee shall be competent to be the acts exercise all of the Party appointing such representativeauthorities, powers and discretions bestowed upon it hereunder. An alternate Technical Committee Representative shall have full power to act for a Party in the absence of the primary Technical Committee Representatives. A Party may change any of its Technical Committee Representatives from time to time by written notice to the other Party. Epsilon shall be permitted to appoint a technical advisor who will provide input and oversight to HWN’s operational and land teams and may attend all Technical Committee and other meetings between the Parties.
(c) The Technical Committee shall meet quarterly to review and discuss Operational technical plans, strategies, and decisions, including drilling, completion, and production strategiesnot transact any business at a meeting unless a quorum is present at the commencement of the meeting.
3.7 The Technical Committee shall decide every question submitted to it by a vote with each representative being entitled to cast one (d1) At least ten (10) days’ notice vote. In the case of an equality of votes on any matter which cannot be resolved by agreement of the parties, the Operator shall have a second and casting vote. Property Option Agreement Azimut Exploration Inc & Northwestern Mineral Ventures Inc.
3.8 The representative of the Operator shall be chairman and secretary of each Technical Committee meeting.
3.9 The secretary of the Technical Committee meeting shall be given take minutes of that each meeting and circulate copies thereof to each Party, unless all representative.
3.10 The Technical Committee may make decisions by obtaining the consent in writing of the Parties agree in writing or by vote representatives of each party. Any decision so made shall be as valid as a decision made at a meeting, to waive or shorten such notice period. Notice duly called and held meeting of any meeting the Technical Committee.
3.11 Decisions of the Technical Committee made in accordance with this Agreement shall be accompanied binding upon all parties.
3.12 Each party shall bear the expenses incurred by an agenda together with reasonable details its representatives in attending meetings of the matters on the agendaTechnical Committee.
(e) Epsilon will be consulted on major Operational decisions and will have fifteen (15) days) from 3.13 The Technical Committee may, by agreement of the date it receives notice to provide input to HWNrepresentatives of all the parties, which HWN will reasonably considerestablish such other rules of procedure, not inconsistent with this Agreement, as the Technical Committee deems fit.
(f) The Parties shall collaborate on technical decisions and day-to-day operational decisions through integrated technical teams.
Appears in 1 contract
Technical Committee. (a1) The Parties shall form Upon the Execution Date, a Technical Committee technical committee (the “Technical Committee”) composed will be formed comprised of their duly appointed two (2) representatives to supervise of Trilogy and control two (2) representatives of South32.
(2) The first meeting of the Technical Committee will be held within seven (7) Business Days after receipt by South32 from the Operator of the proposed program of Operations and budget of Qualifying Expenditure for Year 1 contemplated by section 6.5(1)(a).
(3) Meetings of the Technical Committee will be held:
(a) during any part of a Year in the Mutual Interest Lands.which no Operations are being conducted, quarterly in Vancouver (or at such other intervals or places as Trilogy and South32 may agree); and
(b) As soon during any part of a Year in which Operations are being conducted, monthly in Vancouver (or at such other intervals or places as possible after Trilogy and South32 may agree).
(4) Meetings will be called on ten (10) Business Days’ notice by either Trilogy or South32. Either Trilogy or South32 may on ten (10) Business Days’ notice call an ad hoc meeting.
(5) For each meeting an agenda must, at least five (5) Business Days prior to that meeting, be distributed to Trilogy and South32 by the Effective Dateperson calling that meeting. The Company must cause minutes of each meeting to be taken and distributed to South32 for comments within ten (10) Business Days subsequent to that meeting and will be the subject of approval at the next meeting. A representative of Trilogy or South32 may attend any meeting by conference telephone, so long as all attendees at that meeting can hear and be heard by all other attendees.
(6) The Technical Committee will, among other things, review:
(a) each Party shall notify program and budget prepared and proposed by the Operator for the purposes of Year 1, Year 2 and Year 3;
(b) any Parallel Funded Program and Budget; and
(c) all Exploration Data learned or obtained in connection with the Operations.
(7) Subject to section 6.11(8), the Technical Committee must endeavour to approve each program and budget proposed by the Operator:
(a) for the purposes of Year 1, by no later than April 30, 2017; and
(b) for the purposes of Year 2 and Year 3, by no later than February 28 of each respective calendar year in which Year 2 and Year 3 commences. The Technical Committee may approve programs and budgets proposed by the Operator with or without amendment, addition, deletion or other Party alteration or modification as the Technical Committee considers fit or reject the same and in writing the case of rejection the Technical Committee may give such directions to the Operator regarding the preparation and submission of a further program and budget in respect of the names and email addresses of its two (2) primary representativesYear concerned as the Technical Committee may determine. The representatives In the case of a Party Parallel Funded Program and Budget, South32 must not unreasonably withhold its approval.
(each a “8) Each program and budget approved by the Technical Committee Representative”) shall be deemed to have full power and authority to represent and bind such Party with respect to all matters within or in the power absence of approval by the members of the Technical Committee, by South32, must:
(a) provide for Qualifying Expenditure of not less than ten million dollars ($10,000,000); and
(b) be reasonably capable of being practically executed by the Operator in accordance with its obligations under section 6.7 within the relevant exploration season.
(9) Subject to section 6.11(8)(b), each Party acknowledges and all acts done by such agrees that the Technical Committee Representative in such capacity shall be deemed may approve the alteration or modification proposed by South32 of an Approved Program to expand the Operations to be undertaken as part of that Approved Program and to increase the acts of the Party appointing Approved Budget that relates to that Approved Program and any such representative. An alternate Technical Committee Representative shall have full power to act for a Party in approval will not be unreasonably withheld.
(10) In the absence of agreement by the primary members of the Technical Committee Representatives. A Party may change in respect of any program and budget proposed by the Operator (excluding a Parallel Funded Program and Budget), any direction or decision concerning, or final approval of, programs and budgets during the term of its Technical Committee Representatives from time to time by written notice to the other Party. Epsilon shall be permitted to appoint a technical advisor who this Agreement will provide input and oversight to HWN’s operational and land teams and may attend all Technical Committee and other meetings between the Parties.
(c) The Technical Committee shall meet quarterly to review and discuss Operational technical plans, strategies, and decisions, including drilling, completion, and production strategies.
(d) At least ten (10) days’ notice of each meeting shall be given to each Party, unless all of or made (as the Parties agree in writing or case may be) solely by vote at a meeting, to waive or shorten such notice period. Notice of any meeting shall be accompanied by an agenda together with reasonable details of the matters on the agendaSouth32.
(e) Epsilon will be consulted on major Operational decisions and will have fifteen (15) days) from the date it receives notice to provide input to HWN, which HWN will reasonably consider.
(f) The Parties shall collaborate on technical decisions and day-to-day operational decisions through integrated technical teams.
Appears in 1 contract
Technical Committee. (a1) The Parties shall form Upon the Effective Date, a Technical Committee technical committee (the “Technical Committee”) composed will be formed comprised of their duly appointed two (2) representatives to supervise of Silver Bull and control two (2) representatives of South32.
(2) Meetings of the Technical Committee will be held:
(a) during any part of a Year in which no Operations are being conducted, quarterly in the Mutual Interest Lands.Vancouver (or at such other intervals or places as Silver Bull and South32 may agree); and
(b) As soon during any part of a Year in which Operations are being conducted, monthly in Vancouver (or at such other intervals or places as possible after Silver Bull and South32 may agree).
(3) Meetings will be called on fourteen (14) days’ notice by either Silver Bull or South32. Either Silver Bull or South32 may on fourteen (14) days’ notice call an ad hoc meeting.
(4) For each meeting an agenda must, at least seven (7) days prior to that meeting, be distributed to Silver Bull and South32 by the Effective Dateperson calling that meeting. Silver Bull must cause minutes of each meeting to be taken and distributed to South32 for comments within fourteen (14) days subsequent to that meeting and will be the subject of approval at the next meeting. A representative of Silver Bull or South32 may attend any meeting by conference telephone, so long as all attendees at that meeting can hear and be heard by all other attendees.
(5) The Technical Committee will, among other things, review:
(a) each Party shall notify Report and Budget; and
(b) all Exploration Data learned or obtained in connection with the Operations.
(6) The Technical Committee must endeavour to approve a Report and Budget within thirty (30) days of its receipt of that Report and Budget.
(7) The Technical Committee may approve programs and budgets proposed by the Operator with or without amendment, addition, deletion or other Party alteration or modification as the Technical Committee considers fit or reject the same and in writing the case of rejection the Technical Committee may give such directions to the Operator regarding the preparation and submission of a further program and budget in respect of the names and email addresses of its two (2) primary representatives. The representatives of a Party (each a “Year concerned as the Technical Committee Representative”may determine.
(8) Each Party acknowledges and agrees that the Technical Committee may approve the alteration or modification proposed by South32 of an Approved Program to expand the Operations to be undertaken as part of that Approved Program and to increase the Approved Budget that relates to that Approved Program and any such approval will not be unreasonably withheld.
(9) shall be deemed to have full power In the absence of agreement by the members of the Technical Committee in respect of any program and authority to represent and bind such Party with respect to all matters within budget proposed by the power of Operator, the Operations or any other matter before the Technical Committee, and all acts done by such any direction or decision concerning, or final approval of, programs, budgets, Operations or any other matter before the Technical Committee Representative in such capacity shall be deemed to be during the acts term of the Party appointing such representative. An alternate Technical Committee Representative shall have full power to act for a Party in the absence of the primary Technical Committee Representatives. A Party may change any of its Technical Committee Representatives from time to time by written notice to the other Party. Epsilon shall be permitted to appoint a technical advisor who this Agreement will provide input and oversight to HWN’s operational and land teams and may attend all Technical Committee and other meetings between the Parties.
(c) The Technical Committee shall meet quarterly to review and discuss Operational technical plans, strategies, and decisions, including drilling, completion, and production strategies.
(d) At least ten (10) days’ notice of each meeting shall be given to each Party, unless all of or made (as the Parties agree in writing or case may be) solely by vote at a meeting, to waive or shorten such notice period. Notice of any meeting shall be accompanied by an agenda together with reasonable details of the matters on the agendaSouth32.
(e) Epsilon will be consulted on major Operational decisions and will have fifteen (15) days) from the date it receives notice to provide input to HWN, which HWN will reasonably consider.
(f) The Parties shall collaborate on technical decisions and day-to-day operational decisions through integrated technical teams.
Appears in 1 contract
Technical Committee. (a) The Parties shall form 3.1 While this agreement is in force and until the First Option has been exercised by NORTHWESTERN, a Technical Committee technical committee (the “Technical Committee”) composed shall be established. Except as herein otherwise provided, the Technical Committee shall have the responsibility of their duly appointed representatives to supervise and control Operations in approving the Mutual Interest Landsproposed Work Expenditures.
(b) As soon as possible after the Effective Date, each Party 3.2 The Technical Committee shall notify the other Party in writing consist of the names and email addresses of its two (2) primary representatives. , and each party shall forthwith appoint one (1) representative to the Technical Committee.
3.3 The representatives Operator shall convene a meeting of a Party (each a “the Technical Committee Representative”at least once every twelve (12) months and, in any event, within fourteen (14) days of being requested to do so by any representative.
3.4 The Operator shall be deemed to have full power give notice, specifying the time and authority to represent place and bind such Party with respect to all matters within the power agenda for each meeting of the Technical Committee, and to all acts done representatives at least seven (7) days prior to the time appointed for the meeting. An exploration program proposal, which includes a budget, shall be submitted by such the Operator at least 7 business days before the date of the Technical Committee Representative in such capacity meeting.
3.5 Notice of a meeting of the Technical Committee shall not be required if representatives of all the parties are present and unanimously agree upon the agenda.
3.6 A quorum for any Technical Committee meeting shall be deemed present if each party’s representative is present. If a quorum is present at the meeting, the Technical Committee shall be competent to be the acts exercise all of the Party appointing such representativeauthorities, powers and discretions bestowed upon it hereunder. An alternate Technical Committee Representative shall have full power to act for a Party in the absence of the primary Technical Committee Representatives. A Party may change any of its Technical Committee Representatives from time to time by written notice to the other Party. Epsilon shall be permitted to appoint a technical advisor who will provide input and oversight to HWN’s operational and land teams and may attend all Technical Committee and other meetings between the Parties.
(c) The Technical Committee shall meet quarterly not transact any business at a meeting unless a quorum is present at the commencement of the meeting. Property Option Agreement Azimut Exploration Inc & Northwestern Mineral Ventures Inc.
3.7 The Technical Committee shall decide every question submitted to review it by a vote with each representative being entitled to cast one (1) vote. In the case of an equality of votes on any matter which cannot be resolved by agreement of the parties, the Operator shall have a second and discuss Operational technical plans, strategies, and decisions, including drilling, completion, and production strategiescasting vote.
(d) At least ten (10) days’ notice 3.8 The representative of the Operator shall be chairman and secretary of each Technical Committee meeting.
3.9 The secretary of the Technical Committee meeting shall be given take minutes of that each meeting and circulate copies thereof to each Party, unless all representative.
3.10 The Technical Committee may make decisions by obtaining the consent in writing of the Parties agree in writing or by vote representatives of each party. Any decision so made shall be as valid as a decision made at a meeting, to waive or shorten such notice period. Notice duly called and held meeting of any meeting the Technical Committee.
3.11 Decisions of the Technical Committee made in accordance with this Agreement shall be accompanied binding upon all parties.
3.12 Each party shall bear the expenses incurred by an agenda together with reasonable details its representatives in attending meetings of the matters on the agendaTechnical Committee.
(e) Epsilon will be consulted on major Operational decisions and will have fifteen (15) days) from 3.13 The Technical Committee may, by agreement of the date it receives notice to provide input to HWNrepresentatives of all the parties, which HWN will reasonably considerestablish such other rules of procedure, not inconsistent with this Agreement, as the Technical Committee deems fit.
(f) The Parties shall collaborate on technical decisions and day-to-day operational decisions through integrated technical teams.
Appears in 1 contract
Samples: Property Option Agreement (Northwestern Mineral Ventures Inc.)
