Common use of Continuing Authority Clause in Contracts

Continuing Authority. On dissolution of the Company under Section 14.1 the Member that was the Manager or that appointed the Manager prior to such dissolution (or the other Member in the event of a resignation by the Manager) shall have the power and authority to do all things on behalf of both Members that are reasonably necessary or convenient to: (a) wind up Operations (b) complete reclamation, closure and other Environmental Compliance activities with respect to the Properties, and (c) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such dissolution, if the transaction or obligation arises out of Operations prior to such dissolution. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Company and either or both Members, encumber Assets, and take any other reasonable action in any matter with respect to which the former Members continue to have, or appear or are alleged to have, a common interest or a common liability.

Appears in 3 contracts

Samples: Members Agreement (U S Gold Corp), Operating Agreement (U S Gold Corp), U S Gold Corp

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Continuing Authority. On dissolution termination of this Agreement under section 14.1 or the Company under Section 14.1 deemed withdrawal of a Participant pursuant to section 8.4(c) or 8.5 or the Member that was withdrawal of a Participant pursuant to section 14.2, the Manager or that appointed the Manager prior to such dissolution (or the other Member in the event of a resignation by the Manager) shall have the power and authority authority, subject to control of the Management Committee, if any, to do all things on behalf of both Members that the Participants which are reasonably necessary or convenient to: (a) wind up Operations Operations; and (b) complete reclamation, closure and other Environmental Compliance activities with respect to the Properties, and (c) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such dissolutiontermination or withdrawal, if the transaction or obligation arises out of Operations prior to such dissolutiontermination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Company Participants and either or both Membersthe Venture, encumber Assets, mortgage Assets and take any other reasonable action in any matter with respect to which the former Members Participants continue to have, or appear or are alleged to have, a common interest or a common liability.

Appears in 2 contracts

Samples: Agreement, Agreement (Richmont Mines Inc)

Continuing Authority. On dissolution of the Company under Section 14.1 11.1 or the deemed withdrawal of either Member pursuant to Section 9.5, the Member that which was the Manager or that appointed the Manager prior to such dissolution termination or withdrawal (or the other Member in the event of a resignation withdrawal by the 50538524.8 Manager) shall have the power and authority to do all things on behalf of both Members that the Company which are reasonably necessary or convenient to: (a) wind up Operations and (b) complete reclamation, closure and other Environmental Compliance activities with respect to the Properties, and (c) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such dissolutiontermination or withdrawal, if the transaction or obligation arises out of Operations prior to such dissolutiontermination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Company and either or both the Members, encumber Assets, and take any other reasonable action in any matter with respect to which the former Members continue to have, or appear or are alleged to have, a common interest or a common liability.

Appears in 1 contract

Samples: Operating Agreement (Crosshair Exploration & Mining Corp)

Continuing Authority. On dissolution of the Company under Section 14.1 the Member that was the Manager or that appointed the Manager prior to such dissolution (or the other Member in the event of a resignation by the Manager) shall have the power and authority to do all things on behalf of both Members that are reasonably necessary or convenient to: (a) wind up Operations (b) complete reclamation, closure and other Environmental Compliance activities with respect to the Properties, and (c) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such dissolution,, if the transaction or obligation arises out of Operations prior to such dissolution, . The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Company and either or both Members, encumber Assets, and take any other reasonable action in any matter with respect to which the former Members continue to have, or appear or are alleged to have, a common interest or a common liability.

Appears in 1 contract

Samples: Technical Services Agreement (U S Gold Corp)

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Continuing Authority. On dissolution of the Company under Section 14.1 the Member that was the Manager or that appointed the Manager prior to such dissolution (or the other Member in the event of a resignation by the Manager) shall have the power and authority to do all things on behalf of both all Members that are reasonably necessary or convenient to: (a) wind up Operations (b) complete reclamation, closure and other Environmental Compliance activities with respect to the Properties, and (c) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such dissolution,, if the transaction or obligation arises out of Operations prior to such dissolution, . The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Company and either or both and/or all Members, encumber Assets, and take any other reasonable action in any matter with respect to which the former Members continue to have, or appear or are alleged to have, a common interest or a common liability.

Appears in 1 contract

Samples: U S Gold Corp

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