Basis for Decisions Sample Clauses

Basis for Decisions. All voluntary transfers will be based upon the best interest of the District, with due regard to the interests of the unit member.
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Basis for Decisions. (1) The European Patent Court shall decide in accordance with the requests submitted by the parties. The Court shall not award more than is requested. (2) Apart from well-known facts, decisions on the merits may only be based on the grounds, facts and evidence put forward by the parties to the proceedings. (3) The European Patent Court shall evaluate evidence freely and independently.
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Basis for Decisions. (1) The Court shall decide in accordance with the requests submitted by the parties. The Court shall not award more than is requested. (2) The decisions on the merits may only be based on grounds or evidence on which the parties have had an opportunity to present their comments. (3) Decisions on the merits may only be based on the grounds, facts and evidence submitted by the parties or introduced into the procedure by an order of the Court. (4) The Court shall evaluate evidence freely and independently.
Sample 1
Basis for Decisions. (1) The Court shall decide in accordance with the requests submitted by the parties on the basis of applicable substantive patent law. The Court shall not award more than is requested. (2) The decisions on the merits may only be based on arguments or evidence on which the parties have had an opportunity to present their comments. (3) Apart from well-known facts, decisions on the merits may only be based on the grounds, facts and evidence put forward by the parties or introduced into the procedure by the order of the Court. (4) The Court shall evaluate evidence freely and independently.
Sample 1
Basis for Decisions. The Purchaser hereby recognizes that: (a) it had adequate and sufficient access to the books and records, the facilities, property, management of Mineros Nacionales S.A., and the Information Office; (b) has carried out all the independent analyses, research, and consultations necessary to determine the activities, financial situation, legal situation, and status of Mineros Nacionales S.A. affairs; (c) has taken into account the economic, social, political, and security conditions in Colombia, under which Mineros Nacionales S.A. is required to provide service; and (d) its decision to purchase the Shares to be Sold is based exclusively on its own analysis, research, and statements included in Article III, subject to the limitations contained in Article III.
Sample 1
Basis for Decisions. The Buyer has engaged such consultants as he considers appropriate and convenient, including legal, technical, regulatory and financial experts, and has had access to information made available by the Company, at the request of the Seller in the Data Room in relation to the Acquired Companies, to evaluate the financial situation, legal status and state of affairs of the Acquired Companies, and the conclusion of this Agreement and all transactions contemplated herein. The Buyer has conducted due diligence on the Acquired Companies and has received through the Data Room answers to certain of the questions he has asked regarding the Acquired Companies and their respective businesses. The terms and conditions of this Agreement reflect Buyer's acceptance of the risks identified and quantified by Buyer during the due diligence process and Seller is not responsible for the materialization of such risks. Except as expressly provided in this Agreement. The Buyer has taken into account the economic, social, political and security conditions of Colombia and in the jurisdictions in which the Acquired Companies must undertake their Businesses, and their decision to purchase the Shares for Sale under the conditions provided for in this Agreement, It is based solely on its own analyzes, projections, forecasts, research and the statements contained in Clause III. Likewise, the Buyer acknowledges that, except as expressly provided for in this Agreement, the Seller assumes no responsibility for facts or circumstances related to (i) risks arising from the liquidity insolvency of the Acquired Companies; (ii) existence, value, limitations, quality and legal status of the rights, assets or assets of the Acquired Companies; (iii) hidden liabilities associated exclusively with the Acquired Companies, including environmental liabilities of the Acquired Companies; (iv) regulatory changes, including changes in the calculation of the transmission fee; and (v) contingency of any of the Acquired Companies. ​ ​
Sample 1
Basis for Decisions. You shall base all business decisions and actions on your own policies and procedures and acknowledge and agree that ECIDA employees will not render any opinions regarding the Credit Report or @rating.
Sample 1
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Related to Basis for Decisions

  • Major Decisions (A) Subject to Sections 7.3(C) and 7.3(D) with respect to the Company, all major decisions of the Company set forth below in clauses (A)(1) through (A)(6) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and Sub-advisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been delegated to the Sub-advisor pursuant to this Agreement. Major Decisions shall consist of the following: (1) Decisions to recommend to the Board of Directors that the Company acquire or sell Properties, Loans and other Permitted Investments; (2) Retention of investment banks for the Company; (3) Marketing methods for the Company’s sale of Shares; (4) Extending, initiating or terminating the Initial Public Offering or any subsequent Offering of the Shares; (5) Issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and (6) Merging or otherwise engaging in any change of control transaction for the Company. (B) Notwithstanding anything in this Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision that is described in any of clauses (A)(2) through (A)(6) above and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day period beginning with the delivery of notice of the proposed action to the other Party. (C) Notwithstanding anything in this Agreement to the contrary, with respect to Major Decisions described in clause (A)(1) above (but subject to Section 7.3(D)), (1) joint approval shall not be required, (2) the Sub-advisor and the Advisor shall discuss the proposed transaction (either in person or by phone) prior to either Party making any recommendation of the proposed transaction to the Board of Directors, and (3) the Sub-Advisor and the Advisor shall each give due consideration to the opinions of the other Party. Ordinarily, such discussions shall begin at least five business days before a recommendation is made to the Board of Directors; however, if in the sole discretion of the Sub-advisor it is in the best interest of the Company to make a recommendation to the Board of Directors more promptly, then the Sub-advisor may do so. In the event the Parties do not agree as to whether to recommend the proposed transaction to the Board of Directors, the Sub-advisor’s decision shall govern. (D) Notwithstanding the provisions of this Section 7.3 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding amending the Advisory Agreement.

  • Accounting Decisions All decisions as to accounting principles, except as specifically provided to the contrary herein, shall be made by the General Partner.

  • Review by the Association of Procurement Decisions The Procurement Plan shall set forth those contracts which shall be subject to the Association’s Prior Review. All other contracts shall be subject to Post Review by the Association.

  • Notices; Standards for Decisions and Determinations The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 12.01(c) may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 12.01(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 12.01(c).

  • Arbitration Decisions Unless otherwise agreed by the Parties, the arbitrator(s) shall render a decision within ninety (90) Calendar Days of appointment and shall notify the Parties in writing of such decision and the reasons therefor. The arbitrator(s) shall be authorized only to interpret and apply the provisions of this LGIA and shall have no power to modify or change any provision of this Agreement in any manner. The decision of the arbitrator(s) shall be final and binding upon the Parties, and judgment on the award may be entered in any court having jurisdiction. The decision of the arbitrator(s) may be appealed solely on the grounds that the conduct of the arbitrator(s), or the decision itself, violated the standards set forth in the Federal Arbitration Act or the Administrative Dispute Resolution Act. The final decision of the arbitrator(s) must also be filed with FERC if it affects jurisdictional rates, terms and conditions of service, Interconnection Facilities, or Network Upgrades.

  • Investment Decisions The Subadviser shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Series, and what portion of such assets will be invested or held uninvested as cash.

  • Review by the Bank of Procurement Decisions The Procurement Plan shall set forth those contracts which shall be subject to the Bank’s Prior Review. All other contracts shall be subject to Post Review by the Bank.

  • ADB’s Review of Procurement Decisions 11. All contracts procured under international competitive bidding procedures and contracts for consulting services shall be subject to prior review by ADB, unless otherwise agreed between the Borrower and ADB and set forth in the Procurement Plan.

  • Independent Credit Decisions Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

  • Credit Decisions Each Lender acknowledges that it has, independently of the Administrative Agent and each other Lender, and based on such Lender’s review of the financial information of the Borrower, the Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such other documents, information and investigations as such Lender has deemed appropriate, made its own credit decision to extend its Commitments. Each Lender also acknowledges that it will, independently of the Administrative Agent and each other Lender, and based on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under the Loan Documents.

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