Common use of Constitution and Powers Clause in Contracts

Constitution and Powers. The PARTIES hereby constitute an OPERATING COMMITTEE, comprised by the CERRO MORO SUB-COMMITTEE and the BAHIA ▇▇▇▇▇ SUBCOMMITTEE, both of which shall be in charge of the authorization, general supervision and control of the JOINT OPERATIONS in their respective AREAS. It is specifically agreed that while ESTELAR is funding expenditure on CERRO MORO and BAHIA ▇▇▇▇▇ up until FOMICRUZ has earned its PARTICIPATION in the CERRO MORO PROSPECT and ESTELAR has earned its PARTICIPATION in the BAHIA ▇▇▇▇▇ PROSPECT that it will retain the right to amend any WORK SCHEDULE and BUDGET with notice to the respective SUB-COMMITTEE. The SUB-COMMITTEE powers will, subject to this AGREEMENT, including the following: (a) To take into consideration, review, approve or reject any WORK SCHEDULE and BUDGET and any EXPENSE AUTHORIZATION or any amendment thereto corresponding to its respective AREA, notwithstanding any obligations before third parties that may have been incurred prior to said amendment; (b) Decide whether the OPERATOR is to refrain from representing the PARTIES regarding any matter or transaction with the authorities or any third party in connection with the JOINT OPERATIONS. This notwithstanding each PARTY shall at all times retain the unrestricted right to appear before the authorities or any third parties, regarding all matters exclusively in connection with said PARTY’s PARTICIPATION, provided that it does not interfere with or harm the interest of the other PARTIES; (c) To take into consideration and decide on any matter referring to general policies, operating procedures and methods relating to JOINT OPERATIONS; and (d) To take into consideration and decide on any other matter in connection with the JOINT OPERATIONS that may be submitted by any of the PARTIES. None of the SUB-COMMITTEES shall be entitled to amend or order the PARTIES to amend this AGREEMENT, notwithstanding the right of the PARTIES to amend the AGREEMENT. Each PARTY shall be entitled to appoint a representative and a deputy representative in the SUB-COMMITTEES. The number of votes held by each PARTY represented in a SUB-COMMITTEE shall be equivalent to its respective PARTICIPATION in the UTE with respect to the applicable PROSPECT.