AUTHORITY STEP-IN Sample Clauses

AUTHORITY STEP-IN. Right to Step-In If the Authority reasonably believes that it needs to take action in connection with the Services: because a serious risk exists to the health or safety of persons or property or to the environment; to discharge a statutory duty; and/or because an Emergency has arisen, then the Authority shall be entitled to take action in accordance with clauses 61.2 (Notice to the Contractor) to 61.5 (Step-In on Contractor Breach).
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AUTHORITY STEP-IN. 27.1 Step-In – General (a) Where the Authority: (i) reasonably believes that it needs to take action in connection with the Services: (A) because there is, or is likely to be, a breach by the Contractor of any of its obligations under this Agreement, or a Subcontractor under a Material Subcontract, which materially and adversely affects the performance of the Services; (B) because a serious risk exists to the health or safety of persons or property or to the environment; (C) to discharge a statutory duty or to comply with a direction of a Relevant Authority; and/or (D) because an Emergency has arisen; (ii) requires the ability to inspect the Services and monitor compliance by the Contractor with its obligations under this Agreement; and/or (iii) requires the ability to conduct research and evaluation in accordance with the Mandatory Probation Instruction “Research Applications” (including by Third Party researchers commissioned by the Authority), the Authority shall be entitled to take action in accordance with this Clause 27. (b) If Clause 27.1 (a) applies and the Authority wishes to take action, the Authority shall notify the Contractor in writing of the following: (i) the action it wishes to take whether with respect to the Contractor, a Subcontractor or the Allocated Persons or all; (ii) the reason for the action; (iii) the date it wishes to start the action; (iv) the expected time period which it believes will be necessary for the action (which, for the avoidance of doubt, can be an indefinite period); and (v) to the extent practicable, the effect on the Contractor or the relevant Subcontractor, as the case may be, and its obligation to provide the Services during the period the action is being taken. (c) For the purposes of Clause 27.1(b), the action which the Authority wishes to take may include access to any or all items and personnel specified in Schedule 15 (Audit). (d) Following service of the notice pursuant to Clause 27.1(b), the Authority shall take the action as notified under Clause 27.1(b) and any consequential additional action as it reasonably believes is necessary (together, Required Action) and the Contractor shall give all reasonable assistance to the Authority before it takes and while it is taking, the Required Action including providing the Authority with all necessary training to use the Contractor System for the purposes of taking the Required Action and facilitating access for the Authority to the Allocated Persons if requested ...
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AUTHORITY STEP-IN. The Authority may take action in accordance with this Clause 45 upon the occurrence of any of the following events or circumstances: 45.2.1 the Authority considers that a Default by the Contractor may create an immediate or serious threat to the business and operational effectiveness of the Authority; 45.2.2 the Authority is entitled to terminate this Agreement in accordance with its terms; 45.2.3 an act or omission of the Contractor or any Sub-Contractor (which may include a Contractor Default): (a) results in a material interruption or delay in the provision of all or any part of the Services; or (b) prevents or restricts the Authority’s performance or delivery of all or any part of its services or functions to a material extent; 45.2.4 the Contractor is not in Default but the Authority acting reasonably considers that the circumstances constitute an emergency; 45.2.5 a serious risk exists to the health or safety of persons or property or to the environment; 45.2.6 the Authority wishes to discharge a statutory duty; 45.2.7 the Authority invokes the provisions of Clause 17 (Measures in a Crisis); or 45.2.8 a Force Majeure Event or Relief Event occurs which prevents or delays the performance of the Services or any part of the Services to a material extent.
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AUTHORITY STEP-IN. 11.1 Step-In
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AUTHORITY STEP-IN. 58.1 Reason for Step-In If the Authority reasonably believes that it needs to take action in connection with the Services: 58.1.1 because a serious risk exists to the health or safety of persons or property or to the environment; and/or 58.1.2 to discharge a statutory duty (including the duty to make available school places for children), then the Authority shall be entitled to take action in accordance with Clauses 58.2 to 58.5.
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AUTHORITY STEP-IN. 25.1 Right to Step-in 25.1.1 an Emergency has arisen; 25.1.2 a Developer Default has arisen and has not been cured within any relevant cure period set out in Article 22 (Developer Default); or 25.1.3 Developer has failed to meet any Safety Standard or comply with any Safety Compliance Order within a reasonable period of time under the circumstances, then, subject to the Direct Agreement, the Authority shall be entitled to take action in accordance with Section 25.2 through 25.5 below.
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AUTHORITY STEP-IN. In this Clause 60 references to the Authority taking action shall be deemed to include references to the Authority procuring the taking of action by others on behalf of the Authority.
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AUTHORITY STEP-IN 
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Related to AUTHORITY STEP-IN

  • Authority, Etc The execution and delivery by Borrower of this Amendment and the performance by Borrower of all of its agreements and obligations under the Loan Agreement and the other Loan Documents, as amended hereby, are within the corporate authority of Borrower and have been duly authorized by all necessary corporate action on the part of Borrower. With respect to Borrower, the execution and delivery by Borrower of this Amendment does not and will not require any registration with, consent or approval of, or notice to any Person (including any governmental authority).

  • 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.

  • Capacity; Authority; Validity Allseas has all necessary capacity, power and authority to enter into this Agreement and to perform all the obligations to be performed by Allseas’ hereunder; this Agreement and the consummation by Allseas of the transactions contemplated hereby has been duly and validly authorized by all necessary action of Allseas; this Agreement has been duly executed and delivered by Allseas; and assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of the Company enforceable against Allseas in accordance with its terms.

  • AUTHORITY APPROVALS Except as otherwise indicated elsewhere in this Agreement, wherever in this Agreement approvals are required to be given or received by Authority, it is understood that the CEO, or a designee of the CEO, is hereby empowered to act on behalf of Authority.

  • Authority of General Partner The General Partner shall have sole authority to manage the business and affairs of the Partnership, which authority shall be delegated as provided in this Agreement. Subject to the limitations in this Agreement, the General Partner shall have the authority to take any action it deems to be necessary or appropriate in connection with the business and affairs of the Partnership, including without limitation the power and authority to: 8.1.1 acquire by purchase, lease, or otherwise, any real or personal property, tangible or intangible and to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership; 8.1.2 construct, operate, maintain, finance, and improve, and to own, sell, convey, assign, mortgage, or lease any real estate and any personal property; 8.1.3 sell, dispose, trade, or exchange Partnership assets in the ordinary course of the Partnership’s business; 8.1.4 enter into agreements and contracts and to give receipts, releases, and discharges; 8.1.5 purchase liability and other insurance to protect the Partnership’s properties and business; 8.1.6 execute or modify leases with respect to any part or all of the assets of the Partnership; 8.1.7 prepay, in whole or in part, refinance, amend, mod­ify, or extend any mortgages, trust deeds or security agreements which may affect any asset of the Partnership and in connection therewith to exe­cute for and on behalf of the Partnership any extensions, renewals, or modifications of such mortgages, trust deeds or security agreements; 8.1.8 execute any and all other instruments and docu­ments which may be necessary or in the opinion of the General Partner desirable to carry out the intent and purpose of this Agreement, including, but not limited to, documents whose operation and effect extend beyond the term of the Partnership; 8.1.9 make any and all expenditures which the General Partner, in its sole discretion, or in the discretion of the parties to whom the General Partner has delegated the authority to act for the Partnership as provided for above, deems necessary or appropriate in connection with the management of the affairs of the Partnership and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization and financing and operation of the Partnership; 8.1.10 enter into any kind of activity necessary to, in con­nection with, or incidental to, the accomplishment of the purposes of the Partnership; 8.1.11 invest and reinvest Partnership reserves in short-term instruments or money market funds; 8.1.12 take any and all other action which is permitted under law or which is customary or reasonably related to the operation, management or conducting of the business or affairs of the Partnership, subject to the limitations expressly stated in this Agreement; and the enumeration of powers in this Agreement shall not limit the general or implied powers of the General Partner or any additional powers provided by law; 8.1.13 take any and all action required to guarantee the indebtedness of Xxxxxxx Xxxx, Inc and/or its subsidiaries; and 8.1.14 delegate any or all of its authority and powers as manager of the Partnership to the Management Committee.

  • Regulatory Proceedings The commencement of any rulemaking or disciplinary proceeding or the promulgation of any proposed or final rule which would have, or may reasonably be expected to have, a Material Adverse Effect;

  • Authority and Approval (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

  • Authority; Validity Stockholder has all requisite capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder. If this Agreement is being executed in a representative or fiduciary capacity with respect to Stockholder, the person signing this Agreement has full power and authority to enter into and perform this Agreement.

  • E1 Authority Data E1.1 The Contractor shall not delete or remove any proprietary notices contained within or relating to the Authority Data.

  • 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.

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