New Zealand Gazette – 2011 – No. 93

Page 2713

✨ Agreement Details

5 JULY 2011 NEW ZEALAND GAZETTE, No. 93 2713

PROJECT STEERING GROUP

11.1 Establishment of Project Steering Group: Meridian and Genesis shall, prior to, or as soon as possible after, Settlement establish the Project Steering Group.

11.2 Appointment: Each of Meridian and Genesis has the power to appoint and remove two Members.

11.3 Functions: The functions of the Project Steering Group shall be:

(a) to do everything reasonably necessary to complete the efficient transfer of the management, control, operation and assets of the Stations from Meridian to Genesis in accordance with the Sale and Purchase Agreement and this agreement;

(b) to agree such amendments to the transition plan and timeline as the Project Steering Group may deem appropriate;

(c) to act as liaison between Meridian and Genesis in respect of the provision of the General Services, the Specific Services and the matters referred to in clause 11.3(a);

(d) to make determinations as to the manner in which the General Services or the Specific Services are to be provided and any variations to the General Services; and

(e) to perform such other functions as Meridian and Genesis may agree.

11.4 Resolutions binding: Resolutions of the Project Steering Group in respect of the matters specified in clause 11.3 shall bind Meridian and Genesis.

11.5 Voting: A resolution of the Project Steering Group is passed if it is supported by a majority of votes cast by Members. The Member or Members appointed by each party and present at a meeting of the Project Steering Group has or have one half of the votes which may be cast at that meeting, irrespective of the number of Members present.

11.6 Alternates: Any Member may at any time by notice to all other Members appoint a person who is not already a Member to act as an alternate for that Member. The following provisions shall apply to an alternate Member:

(a) The appointment may at any time be revoked by notice to all other Members, and is automatically revoked when the Member in whose place the alternate Member acts vacates office; and

(b) Unless otherwise provided by the terms of the appointment, the alternate Member:

    (i) has the same rights, powers and privileges (including, without limitation the power to sign resolutions of Members); and

    (ii)    shall discharge all of the duties and obligations,

of the Member in whose place he or she acts.

11.7 Procedure: Schedule 2 governs the proceedings of the Project Steering Group.

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