Authority Discretion Sample Clauses

Authority Discretion. The Authority shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Framework Agreement or any other agreement whether Information deemed commercially sensitive and/or any other Information is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations. The Authority, prior to exercising its discretion under Clause 21.3(a), shall consult with the Supplier as to whether Information is deemed commercially sensitive. In exercising its discretion, the Authority agrees to not act unreasonably.
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Authority Discretion. By executing this Agreement, the SUB-GRANTEE understands, acknowledges and agrees that the AUTHORITY may terminate this Agreement at any time, for any reason, if the AUTHORITY deems it necessary to do so.
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Authority Discretion. Executive The substantial direction setting and oversight role of the Council such as adopting plans and reports, accepting tenders, directing operations and setting and amending budgets.
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Authority Discretion. If the Authority considers it to be in the Authority’s best interest, it may choose not to declare default or to terminate the Contract. The parties acknowledge that this provision is solely for the benefit of the Authority and that if the Authority permits Manager to continue providing Services despite one or more events of default, the Manager is in no way relieved of any of its duties and obligations under the Contract and the Authority does not waive or relinquish any of its rights.
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Authority Discretion. As many rounds of transfer as possible will be provided before June 15 in each School Year, but in no event shall there be fewer than two (2) rounds of transfer.
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Authority Discretion. Except as provided in Section 408.2, Developer agrees that Authority may refuse its consent to a proposed Transfer in its sole and absolute discretion until the recordation of the Release of Construction Covenants. After completion of the Housing Units, Authority shall not unreasonably withhold its consent to any proposed Transfer so long as the proposed transferee is financially qualified and has sufficient experience to perform the agreements, undertakings and covenants of this Agreement.
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Related to Authority Discretion

  • COUNTY Discretion At the sole discretion of County, payments to Subrecipient may be made more frequently than monthly, but such payments shall always be in arrears and not in advance of the provision of services by Subrecipient.

  • Authority of the Administrator The Administrator shall have full authority to interpret and construe the terms of the Plan and this Restricted Share Agreement. The determination of the Administrator as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Authority of the Committee The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Committee Discretion The Committee has full discretion with respect to any actions to be taken or determinations to be made in connection with this Agreement, and its determinations shall be final, binding and conclusive.

  • Authority Data The Contractor shall use the Authority Data only as necessary for the performance of its obligations under this Contract unless otherwise authorised in writing by the Authority.

  • Discretion 12.1 May not allow card transactions 12.2 Allowing total outstanding balance to exceed combined credit limit

  • District’s Sole Discretion District in its sole discretion may terminate this Contract for any reason on 30 days’ written notice to Contractor.

  • Authority; Noncontravention Each of Parent and Sub has the requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Parent Shareholder Approval, to consummate the transactions contemplated by this Agreement or the Voting Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement or the Voting Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub, as applicable, and no other corporate proceedings on the part of Parent or Sub are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement or the Voting Agreement subject to receipt of the Parent Shareholder Approval. This Agreement has been duly executed and delivered by Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Sub, enforceable against Parent and Sub in accordance with its terms. The execution and delivery of this Agreement and the Voting Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement or the Voting Agreement and compliance with the provisions hereof and thereof do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (A) the Restated Articles of Incorporation or the by-laws of Parent or the Certificate of Incorporation and by-laws of Sub, (B) any Contract to which Parent or Sub is a party or any of their respective properties or assets is subject or (C) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, writ, injunction, stipulation, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its Subsidiaries or their respective properties, operations or assets, other than, in the case of clauses (B) and (C), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the transactions contemplated by this Agreement or the Voting Agreement, except for (1) the filing of a premerger notification and report form by Parent under the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation; (2) the filing with the SEC of (x) the Joint Proxy Statement and the Form S-4, and (y) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act, as may be required in connection with this Agreement, the Voting Agreement and the transactions contemplated by this Agreement or the Voting Agreement; (3) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (4) such filings with, and approvals of, the NYSE to permit the shares of Parent Common Stock that are to be issued in connection with the Merger to be listed on the NYSE; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be made or obtained individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent.

  • BANK’S DISCRETION Notwithstanding and without prejudice to any other terms and conditions herein, the Bank shall be entitled at any time, in its reasonable discretion and with reasonable notice, to amend, vary, withdraw, restrict, suspend or terminate all or any of the facilities in respect of or in relation to the TBS Access Code and/or the TBS. The Bank may, from time to time, in its reasonable discretion, make available through the operation of TBS, such other services and/or facilities as the Bank may deem fit.

  • Committee Authority The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

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