Common use of Manager Duties Clause in Contracts

Manager Duties. (a) The Manager must at all times act in accordance with: (i) the Transaction Documents; (ii) the Policies and Protocols; and (iii) any policies that are approved by the Owners’ Council pursuant to clause 3.3(a), which policies will be legally binding on the Manager. (b) The Manager and the CEO will have fiduciary obligations to the Owners. The Manager and the CEO must: (i) ensure JV Operations are conducted safely at all times; (ii) act equitably and fairly and give each of the Owners due and equal treatment; (iii) subject to any obligations in respect of any Existing JV Arrangements, or any other legally binding obligation on an Owner or a Related Corporation of an Owner, manage the Iron Ore Assets for the benefit of the Owners and their respective Related Corporations in a manner that is consistent with the approved Business Plans and Budgets; (iv) act in accordance with applicable Laws and consistently with any Authorisations held by the Manager or a JV Entity (including in respect of occupational health and safety, carriage of hazardous goods and the environment); and (v) perform any obligation or provide any service in a good, workmanlike and commercially reasonable manner and in accordance with the most suitable engineering, construction, operating, mining, transportation and processing methods and with a standard of skill, diligence and care normally applied or exercised in respect of comparable mine or infrastructure operations. For the avoidance of doubt, no JV Entity will have fiduciary obligations to the Owners, and the Owners will not have fiduciary obligations to each other, except for the trusts expressly referred to in clause 2.1(c). (c) The Manager and the CEO must not take or omit to take any action if the result would be to cause any JV Entity to breach any agreement to which it is a party and the relevant terms of which have been disclosed to the Manager (including any Existing JV Arrangement or any other infrastructure arrangement or a State Agreement). (d) Except to the extent permitted by this Agreement, or with the approval of the Owners’ Council, the Manager must not undertake any business or engage in any other activity not expressly contemplated by this Agreement. (e) Subject to clauses 3.10(l) and (m), the Manager must implement the Business Plan and the Budget (including the Synergies Capture Plan). (f) The Manager must comply with any obligation expressly imposed on the Manager in the Implementation Agreement.

Manager Duties. (a) The Manager must at all times act in accordance with: (i) the Transaction Documents; (ii) the Policies and Protocols; and (iii) any policies that are approved by the Owners’ Council pursuant to clause 3.3(a), which policies will be legally binding on the Manager. (b) The Manager and the CEO will have fiduciary obligations to the Owners. The Manager and the CEO must: (i) ensure JV Operations are conducted safely at all times; (ii) act equitably and fairly and give each of the Owners due and equal treatment; (iii) subject to any obligations in respect of any Existing JV Arrangements, or any other legally binding obligation on an Owner or a Related Corporation of an Owner, West Australian Iron Ore Production Joint Venture Agreement manage the Iron Ore Assets for the benefit of the Owners and their respective Related Corporations in a manner that is consistent with the approved Business Plans and Budgets; (iv) act in accordance with applicable Laws and consistently with any Authorisations held by the Manager or a JV Entity (including in respect of occupational health and safety, carriage of hazardous goods and the environment); and (v) perform any obligation or provide any service in a good, workmanlike and commercially reasonable manner and in accordance with the most suitable engineering, construction, operating, mining, transportation and processing methods and with a standard of skill, diligence and care normally applied or exercised in respect of comparable mine or infrastructure operations. For the avoidance of doubt, no JV Entity will have fiduciary obligations to the Owners, and the Owners will not have fiduciary obligations to each other, except for the trusts expressly referred to in clause 2.1(c). (c) The Manager and the CEO must not take or omit to take any action if the result would be to cause any JV Entity to breach any agreement to which it is a party and the relevant terms of which have been disclosed to the Manager (including any Existing JV Arrangement or any other infrastructure arrangement or a State Agreement). (d) Except to the extent permitted by this Agreement, or with the approval of the Owners’ Council, the Manager must not undertake any business or engage in any other activity not expressly contemplated by this Agreement. (e) Subject to clauses 3.10(l) and (m), the Manager must implement the Business Plan and the Budget (including the Synergies Capture Plan). (f) The Manager must comply with any obligation expressly imposed on the Manager in the Implementation Agreement.