Common use of Technical Committee Clause in Contracts

Technical Committee. 3.1 While this agreement is in force and until the First Option has been exercised by NORTHWESTERN, a technical committee (the “Technical Committee”) shall be established. Except as herein otherwise provided, the Technical Committee shall have the responsibility of approving the proposed Work Expenditures. 3.2 The Technical Committee shall consist of two (2) representatives, and each party shall forthwith appoint one (1) representative to the Technical Committee. 3.3 The Operator shall convene a meeting of the Technical Committee 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 give notice, specifying the time and place and the agenda for each meeting of the Technical Committee, to all 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 the Operator at least 7 business days before the date of the Technical Committee 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 present if each party’s representative is present. If a quorum is present at the meeting, the Technical Committee shall be competent to exercise all of the authorities, powers and discretions bestowed upon it hereunder. The Technical Committee shall not 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 (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 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 take minutes of that each meeting and circulate copies thereof to each representative. 3.10 The Technical Committee may make decisions by obtaining the consent in writing of the representatives of each party. Any decision so made shall be as valid as a decision made at a duly called and held meeting of the Technical Committee. 3.11 Decisions of the Technical Committee made in accordance with this Agreement shall be binding upon all parties. 3.12 Each party shall bear the expenses incurred by its representatives in attending meetings of the Technical Committee. 3.13 The Technical Committee may, by agreement of the representatives of all the parties, establish such other rules of procedure, not inconsistent with this Agreement, as the Technical Committee deems fit.

Technical Committee. 3.1 While this agreement is in force and until the First Option has been exercised by NORTHWESTERN, (a) The Board shall establish a technical committee (the “Technical Committee”) shall be established. Except as herein otherwise provided, the Technical Committee which shall have constitute the responsibility mechanism for the Wholesale Water Customers to exchange informally information and views with the Army concerning operation of approving the proposed Work Expenditures. 3.2 The Technical Committee shall consist of two (2) representativesWashington Aqueduct, longrange and strategic planning, and each party shall forthwith appoint one (1) representative to relevant Federal and State legislation and rulemaking concerning the Technical Committee. 3.3 The Operator shall convene a meeting Washington Aqueduct. Each member of the Technical Committee at least once every twelve (12) months and, in any event, within fourteen (14) days of being requested Customer Board shall designate one or more persons to do so by any representative. 3.4 The Operator shall give notice, specifying serve on the time and place and the agenda for each meeting of the Technical technical Committee, to all representatives at least seven (7) days prior to who may be the time appointed for Board member and/or individuals from the meeting. An exploration program proposal, which includes a budget, shall be submitted by the Operator at least 7 business days before the date of the Technical Committee 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 present if each party’s representative is present. If a quorum is present at the meeting, the Technical Committee shall be competent to exercise all of the authorities, powers and discretions bestowed upon it hereunderBoard member's staff. The Technical Committee shall not transact any business at attempt to reach consensus with the Army on matters which the Army submits to the Board pursuant to Article IV of this Agreement. (b) The position of Technical Committee Chairperson shall be held by a meeting unless a quorum is present at the commencement member of the meetingTechnical Committee for a one year term. The position shall be held by a member representing a different Wholesale Customer each year and shall rotate in the following order: the City of Falls. Church, the District of Columbia Water and Sewer Authority, and Arlington County. 3.7 (1) The Technical Committee shall decide every question submitted meet at least quarterly. The Technical Committee Chairperson shall call a special meeting at the written request of another Technical Committee Member or whenever the Technical Committee Chairperson considers necessary, provided that the Chairperson shall confer with the other Technical Committee members before setting a date and time for a special meeting and shall, to it by the maximum extent practicable, not schedule a vote with each representative being entitled special meeting at a date and time when a Technical Committee Member is not available. (2) The Chairperson shall, to cast one (1) vote. In the case of an equality of votes on any matter which cannot be resolved by agreement of the partiesmaximum extent practicable, 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 provide each Technical Committee meetingMember and the Army with written notice of a meeting not less than ten calendar days before the meeting date, together with a proposed agenda. At least two Technical Committee members representing different Wholesale Customers and one or more of the members of the Washington Aqueduct staff referenced in Article Ill, section 2 of this Agreement must be in attendance in order for a meeting to take place. 3.9 The secretary of the Technical Committee meeting shall take minutes of that each meeting and circulate copies thereof to each representative. 3.10 (3) The Technical Committee may make decisions by obtaining shall not have the consent in writing of independent authority to require the representatives of each party. Any decision so made shall be as valid as a decision made at a duly called and held meeting of the Technical CommitteeArmy to take, or refrain from taking, any action. 3.11 Decisions of the Technical Committee made in accordance with this Agreement shall be binding upon all parties. 3.12 Each party shall bear the expenses incurred by its representatives in attending meetings of the Technical Committee. 3.13 The Technical Committee may, by agreement of the representatives of all the parties, establish such other rules of procedure, not inconsistent with this Agreement, as the Technical Committee deems fit.

Technical Committee. 3.1 While this agreement is in force and until the First Option has been exercised by NORTHWESTERN, (a) The Board shall establish a technical committee (the “Technical Committee”) shall be established. Except as herein otherwise provided, the Technical Committee which shall have constitute the responsibility mechanism for the Wholesale Water Customers to exchange informally information and views with the Army concerning operation of approving the proposed Work Expenditures. 3.2 The Technical Committee shall consist of two (2) representativesWashington Aqueduct, long-range and strategic planning, and each party relevant Federal and State legislation and rulemaking concerning the Washington Aqueduct. Each Board Member shall forthwith appoint designate one (1) representative or more persons to the Technical Committee. 3.3 The Operator shall convene a meeting of the Technical Committee 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 give notice, specifying the time and place and the agenda for each meeting of serve on the Technical Committee, to all representatives at least seven (7) days prior to who may be the time appointed for Board Member and/or individuals from the meeting. An exploration program proposal, which includes a budget, shall be submitted by the Operator at least 7 business days before the date of the Technical Committee 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 present if each partyBoard Member’s representative is present. If a quorum is present at the meeting, the Technical Committee shall be competent to exercise all of the authorities, powers and discretions bestowed upon it hereunderstaff. The Technical Committee shall not transact any business at attempt to reach consensus with the Army on matters which the Army submits to the Board pursuant to Article IV of this Agreement. (b) The position of Technical Committee Chairperson shall be held by a meeting unless a quorum is present at the commencement member of the meetingTechnical Committee for a one year term. The position shall be held by a Board Member representing a different Wholesale Water Customer each year and shall rotate in the following order: the Fairfax County Water Authority, the District of Columbia Water and Sewer Authority, and Arlington County. 3.7 (1) The Technical Committee shall decide every question submitted meet at least quarterly. The Technical Committee Chairperson shall call a special meeting at the written request of another Technical Committee member or whenever the Technical Committee Chairperson considers necessary, provided that the Chairperson shall confer with the other Technical Committee members before setting a date and time for a special meeting and shall, to it by the maximum extent practicable, not schedule a vote with each representative being entitled special meeting at a date and time when a Technical Committee member is not available. (2) The Technical Committee Chairperson shall, to cast one (1) vote. In the case of an equality of votes on any matter which cannot be resolved by agreement of the partiesmaximum extent practicable, 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 provide each Technical Committee meetingmember and the Army with written notice of a meeting not less than ten calendar days before the meeting date, together with a proposed agenda. At least two Technical Committee members representing different Wholesale Water Customers and one or more of the members of the Washington Aqueduct staff referenced in Article III, section 2 of this MOU must be in attendance in order for a meeting to take place. 3.9 The secretary of the Technical Committee meeting shall take minutes of that each meeting and circulate copies thereof to each representative. 3.10 (3) The Technical Committee may make decisions by obtaining shall not have the consent in writing of independent authority to require the representatives of each party. Any decision so made shall be as valid as a decision made at a duly called and held meeting of the Technical CommitteeArmy to take, or refrain from taking, any action. 3.11 Decisions of the Technical Committee made in accordance with this Agreement shall be binding upon all parties. 3.12 Each party shall bear the expenses incurred by its representatives in attending meetings of the Technical Committee. 3.13 The Technical Committee may, by agreement of the representatives of all the parties, establish such other rules of procedure, not inconsistent with this Agreement, as the Technical Committee deems fit.

Technical Committee. 3.1 While this agreement is in force Each Bank hereby appoints and until the authorizes each of Credit Suisse First Option has been exercised by NORTHWESTERNBoston, a ABN AMRO Bank N.V., Citicorp USA, Inc., Deutsche Bank AG, Bayerische Hypo- und Vereinsbank AG, The Royal Bank of Scotland plc and The Bank of Tokyo-Mitsubishi, Ltd. to act as its technical committee hereunder and under the other Credit Documents (the “"Technical Committee”") shall be established. Except with such powers as herein otherwise provided, are expressly delegated to the Technical Committee shall have by the responsibility terms of approving this Agreement and the proposed Work Expenditures. 3.2 other Credit Documents, together with such other powers as are reasonably incidental thereto. The Technical Committee shall consist of two (2) representativesnot have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Document, and each party shall forthwith appoint one (1) representative or be a trustee or a fiduciary for any Bank. Notwithstanding anything to the Technical Committee. 3.3 The Operator shall convene a meeting of the Technical Committee 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 give notice, specifying the time and place and the agenda for each meeting of the Technical Committee, to all 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 the Operator at least 7 business days before the date of the Technical Committee meeting. 3.5 Notice of a meeting of contrary contained herein the Technical Committee shall not be required if representatives of all to take any action which is contrary to this Agreement or any other Credit Documents or any Legal Requirement or exposes the parties are present and unanimously agree upon the agenda. 3.6 A quorum for any Technical Committee meeting to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Credit Documents shall be present made by the affirmative vote of six of its members (provided that if each party’s representative is present. If a quorum is present at the meeting, any single member of the Technical Committee shall be competent fail to exercise all of the authorities, powers and discretions bestowed upon it hereunder. The Technical Committee shall not 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 (1) vote. In the case of an equality of votes on approve or disapprove any matter which cannot be resolved by agreement of before it within 20 Banking Days from 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 date that at least five other members of the Technical Committee meeting shall take minutes have approved such matter, then such matter shall be deemed to be approved by such member). Borrower and each Bank hereby agrees that the protective provisions set forth in Section 5.10 and Sections 9.1 through 9.5 shall apply to and protect, mutatis mutandis, each member of that each meeting and circulate copies thereof to each representative. 3.10 The the Technical Committee may make decisions and all determinations, decisions, actions or inactions taken or omitted to be taken by obtaining the consent Technical Committee. In the event that any member of the Technical Committee at any time reduces its Commitment to less than $50,000,000, ceases to be a Bank hereunder, is removed from the Technical Committee by the Majority Banks or otherwise resigns from the Technical Committee, Borrower shall nominate (and submit such nominations in writing of to the representatives of each party. Any decision so made shall be as valid as a decision made at a duly called and held meeting remaining members of the Technical Committee. 3.11 Decisions ) three Banks as a potential replacement member within five Banking Days after the occurrence of any such event (provided that each such nominee shall be a Bank with one of the six largest Commitments at such time among Banks who are not then members of the Technical Committee) and the remaining members of the Technical Committee made in accordance with this Agreement shall be binding upon all parties. 3.12 Each party appoint one of such three nominated Banks as a replacement member to the Technical Committee (thereafter, such replacement member shall bear have the expenses incurred by its representatives in attending meetings same rights and obligations as the other members of the Technical Committee). 3.13 The Technical Committee may, by agreement of the representatives of all the parties, establish such other rules of procedure, not inconsistent with this Agreement, as the Technical Committee deems fit.

Technical Committee. 3.1 While this agreement is 4.1 The PDAM+ Project will be supervised by a Technical Committee comprising one member each from the original fifteen sponsoring Participants listed in force Exhibit C and until any additional sponsors that subsequently join the First Option has been exercised by NORTHWESTERN, a technical committee (Project. Each Participant can also designate an alternate member. Decisions of the “Technical Committee”) Committee shall be established. Except as herein otherwise provided, binding upon Participants and Contractor and the Technical quorum for the Committee meetings shall be the attendees from six Participants. 4.2 A Participant represented on the Committee will have the responsibility of approving right to one vote on that Committee. Such vote can be transferred or cast by proxy with prior written notification and before a Committee meeting. A Participant may elect not to be represented on the proposed Work ExpendituresCommittee but in so doing that Participant waives its right to a vote. 3.2 4.3 The Chairperson of the Committee will be elected by its members. 4.4 The Technical Committee shall consist will meet once a year, to review the work conducted in the previous year and to agree the subsequent years work. In the first year of two (2) representatives, and each party shall forthwith appoint one (1) representative to the Technical Committee. 3.3 The Operator shall convene a PDAM+ Project there will be an additional meeting of the Technical Committee to initiate the Project. Such meetings shall be convened upon at least once every twelve (12) months and, in any event, within fourteen (14) 21 days of being requested to do so written notice unless otherwise agreed by any representativethe Committee. 3.4 The Operator shall give notice, specifying 4.5 Contractor or a member of Committee may approach the time and place and the agenda for each meeting Chairperson of the Technical CommitteeCommittee and request that an extraordinary meeting be convened. The Chairperson of the Committee shall consider the request and if in agreement that a meeting would benefit the Project convene such a meeting. 4.6 Contractor shall provide the venue for meetings of the Committee together with the appropriate project staff and any reasonable information required for the business of the meeting, including the necessary secretarial service to all representatives at least seven (7) days prior to record the time appointed for minutes of the meeting. An exploration program proposal, which includes a budget, All documents prepared for the Committee by Contractor shall be submitted circulated in a timely manner. 4.7 Any decisions made by the Operator at least 7 business days before Committee shall wherever possible be made by unanimous consent. Should it be necessary for any decision to be made by the date casting of votes then the support of a majority of the Technical Committee meeting. 3.5 Notice of a meeting of the Technical Committee shall not members will 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 present if each party’s representative is present. If a quorum is present at the meeting, the Technical Committee shall be competent to exercise all of the authorities, powers and discretions bestowed upon it hereunder. The Technical Committee shall not 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 (1) voterequired. In the case event that there is no majority the chairperson shall have the casting vote. 4.8 The Committee will review the progress of an equality of votes the Project together with the costs incurred to date and comment on any matter which cannot be resolved by technical reports that are issued. The Committee will also have responsibility for approving any amendments to the Project consistent with the objectives of the Project, subject to the agreement of Contractor to undertake any resulting additional work. In the parties, event that Contractor was to decline to perform any additional work an alternative agent would be approached by Contractor on the Operator instruction of the Committee and the work may be subcontracted according to the conditions of clause 15 of this Agreement. 4.9 The Committee shall have a second and casting vote. Property Option Agreement Azimut Exploration Inc & Northwestern Mineral Ventures Inc. 3.8 The representative the right to recommend variations in the financial commitment of the Operator Participants. Notwithstanding any other provisions of this Agreement the implementation of such variations shall be chairman and secretary of each Technical Committee meeting. 3.9 The secretary of require the Technical Committee meeting shall take minutes of that each meeting and circulate copies thereof to each representative. 3.10 The Technical Committee may make decisions by obtaining the consent unanimous agreement in writing of the representatives Participants and Contractor before becoming effective. 4.10 The Committee shall have the right to approve applications by other companies or organisations to become Participants in the Project after the Effective Date. 4.11 Prior to the Effective Date the right to approve proposals by Participants to submit materials and/or technical data in lieu of each party. Any decision so made their financial contribution shall be as valid as a decision made at a duly called and held meeting vested in Contractor. After the Effective Date the right of approval shall transfer to the Committee. Neither Contractor nor the Committee shall approve such arrangements if to do so would increase the financial contribution of the Technical Committeeother Participants unless those Participant have consented to such increase in writing beforehand. Contractor shall circulate to all Participants information regarding all contributions by prospective Participants proposed in lieu of financial contributions in sufficient detail so as to allow all Participants to assess the value of such contributions. 3.11 Decisions of 4.12 Each Participant will be responsible for all its costs incurred regarding attendance at meetings associated with the Technical Committee made in accordance with this Agreement shall be binding upon all partiesProject. 3.12 Each party shall bear the expenses incurred by its representatives in attending meetings of the Technical Committee. 3.13 The Technical Committee may, by agreement of the representatives of all the parties, establish such other rules of procedure, not inconsistent with this Agreement, as the Technical Committee deems fit.