Certain Decisions. (a) Unless otherwise expressly provided in this Agreement or any other agreement contemplated herein, (i) whenever a conflict of interest exists or arises between the General Partner, any of its Affiliates or a member of the Board of Directors, on the one hand, and the Partnership or any Limited Partner, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the General Partner or the Board of Directors shall act in a manner which is, or provide terms which are, fair and/or reasonable to the Partnership or any Limited Partner, the General Partner or the Board of Directors, as the case may be, shall resolve such conflict of interest, take such action or provide such terms, considering, in each case, the relative interest of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, the resolution, action or terms so made, taken or provided by the General Partner or the Board of Directors shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or under the Delaware Act or any other applicable law, rule or regulation.
Certain Decisions. (a) Unless otherwise expressly provided in this Agreement (i) whenever a conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership or some or all of the Limited Partners, on the other hand, or (ii) whenever this Agreement provides that the General Partner shall act in a manner which is or provide terms which are fair and are reasonable to the Partnership or the Limited Partners, the General Partner shall resolve such conflict of interest, make any decision, take such action or provide such terms considering, in each case, the relative interests of each party to such conflict, decision, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, the relative investment objectives of such parties, and any applicable practices or principles of the oil and gas industry, and in the absence of bad faith by the General Partner, the resolution, action, decision or terms so made, taken or provided by the General Partner shall not constitute a breach of this Agreement or a breach of any standard of care or duty imposed herein or under the Act or any other Applicable Law. Unless otherwise expressly provided in this Agreement, any provision contained herein shall control to the fullest extent possible if it is in conflict with such standard of care or duty, the Act or any other applicable law, rule or regulation; and each Partner hereby waives such standard of care or duty under the Act and such applicable law, rule or regulation and agrees that the same shall be modified and/or waived to the extent necessary to permit the General Partner to act as described above and to give effect to the foregoing provisions of this Section 13.12.
Certain Decisions. 7 ss. 4.1 Series A Preferred Stock Directors Approval..................7 ss. 4.2 Certain Actions..............................................8 ARTICLE V MISCELLANEOUS.....................................................8
Certain Decisions ss. 4.1 Series A Preferred Stock Directors Approval. The following acts, expenditures, decisions and obligations made or incurred by the Company shall require the prior written approval of (x) the DB Capital Directors and (y) the Sandler Directors:
Certain Decisions. Notwithstanding anything to the contrary set forth in this Agreement, the General Partner may cause the Partnership to take the following actions only with the prior written consent of Partners (which, for avoidance of doubt, may include the General Partner) holding at least two thirds (2/3) of the total Subscriptions:
Certain Decisions. Where this Agreement, the Note, the other Loan ----------------- Documents or related materials provide that any matter, document, instrument, item or thing is subject to the discretion, consent, satisfaction, approval or determination of Bank, then, unless expressly otherwise provided, such discretion, consent, satisfaction, approval or determination may be exercised, made or withheld by Bank in the exercise of its sole and absolute discretion and shall not be subject to review under any standard other than Bank's subjective good faith in conformity with its customary standards and practices.
Certain Decisions. Approve any decision or take any action other than in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company; or
Certain Decisions. (a) Unless otherwise expressly provided in this Agreement (i) whenever a conflict of interest exists or arises between the General Partner, on the one hand, and the Partnership or the Limited Partners, on the other hand, or (ii) whenever this Agreement provides that the General Partner shall act in a manner which is fair and reasonable to the Partnership or the Limited Partners, the General Partner shall resolve such conflict of interest or take such action considering, in each case, the relative interests of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, and in the absence of bad faith by the General
Certain Decisions. (a) With respect to all Development Candidates and, if applicable, their corresponding Licensed Products and Diagnostic Products, on a Development Candidate-by-Development Candidate basis, upon Nomination of such Development Candidate, CELGENE and SUTRO shall have certain final decision-making authority with respect to the JSC pursuant to and in accordance with Section 5.2.6.
Certain Decisions. Notwithstanding any other provision in this Agreement, the Manager shall not be authorized to take, and shall not take, any of the actions or make any of the decisions that are set forth below, in each case solely as they relate to the Company, without the prior written consent of the Xcel Member:
