Duties and Responsibilities (a) The Auction Agent is acting solely as agent for the Company hereunder and owes no fiduciary duties to any other Person by reason of this Agreement.
Duties and Responsibilities of Employee (a)During the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of the Company and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Company and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group.
Roles and Responsibilities The following federal departments and agencies have identified an interest in the Project, and will participate in the federal review as follows: ● NEB has regulatory and statutory responsibilities under the National Energy Board Act (NEBA) and, pursuant to the CEAA, is a responsible authority (RA) and will conduct a hearing process as defined by the NEBA; ● TC may have regulatory and statutory responsibilities under the Navigable Waters Protection Act (NWPA) and the NEBA and, pursuant to the CEAA, is an RA. TC will participate within, and contribute to, the broader NEB-led EA to fulfill its EA obligations to the extent possible. TC requires that all the information described in the NWPA/NEBA application form for a review under the NWPA/NEBA be submitted during the EA phase to confirm whether there is a NWPA/NEBA trigger. In order to meet the regulatory timelines set out in this Agreement for a review under the NWPA/NEBA, the information described in the NWPA/NEBA application must be submitted to TC at the latest concurrent with the filing of the NEB application. The Navigation Impact Assessment (NIA) has to be completed as a component of the EA. TC may be in possession of specialist or expert information or knowledge with respect to the Project and, on request or under its own prerogative, shall make available that information or knowledge to RAs; ● The CTA may have regulatory and statutory responsibilities under the Canada Transportation Act (CT Act) and the CEAA. The CTA is an independent quasi-judicial tribunal that operates like a court and is responsible for resolving disputes related to various aspects of transportation. The CTA will become an RA in a case of a dispute between the Proponent and a federal railway over a crossing, its maintenance and construction. Should no agreement be reached between the parties, either party could ask the CTA to resolve the dispute and issue an order authorizing the crossing; ● Fisheries and Oceans Canada (DFO) is a federal authority (FA) pursuant to the CEAA and may be in possession of specialist or expert information or knowledge with respect to the Project (expert FA) and, upon request or under its own prerogative, shall make available that information or knowledge to the RAs. In addition, DFO will participate in the NEB-led EA process to generate the information required to discharge any EA responsibilities pursuant to CEAA it may have in relation to the Project should a primary or contingency crossing methodology proposed by the Proponent require an authorization to allow the harmful alteration, disruption or destruction of fish habitat. In order to meet the timelines in this Agreement this information must be submitted no later than the time of submission of an application for the Certificate pursuant to s. 52 of the NEBA (Certificate application); ● Natural Resources Canada (NRCan), Environment Canada (EC), and Health Canada (HC) are expert FAs pursuant to the CEAA and will upon request or may under their own prerogatives, make available that information or knowledge to the RAs. Additionally, NRCan will manage the submission of the Certificate of Public Convenience and Necessity (the Certificate), by the Minister of NRCan to Treasury Board for the approval of the Governor- in-Council; ● Aboriginal Affairs and Northern Development Canada (AANDC) also has advisory responsibilities to support the Government of Canada’s Aboriginal engagement and consultation activities in relation to the Project; ● The MPMO has administrative and advisory responsibilities under the Cabinet Directive on Improving the Performance of the Regulatory System for Major Resource Projects and the associated Memorandum of Understanding (MOU). The MPMO will provide oversight and advice throughout the entire federal review in relation to the Project to ensure adherence to the service standards and roles and responsibilities of all Parties. Additionally, the MPMO will provide selective intervention to help address identified challenges and, in collaboration with the Parties, will play an oversight role throughout the federal review in regard to Aboriginal consultation. For further information regarding the roles and responsibilities of the Parties, please see Annexes III, IV and V.