Consent/Discretion Sample Clauses

Consent/Discretion. Except as otherwise provided herein, a party’s consent/approval shall not be unreasonably withheld, conditioned or delayed. Whenever a party is authorized to use its discretion in deciding to take or taking action under the Lease, such exercise shall be subject to a standard of commercial reasonableness. IN TESTIMONY WHEREOF, the parties, by authority duly given, have executed this Lease as of the date set forth on the first page of this Lease. LANDLORD: LICHTIN/TORINGDON LAND, LLC, a North Carolina limited liability company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Its: Manager TENANT: CHELSEA THERAPEUTICS, INC., a Delaware corporation By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Its: Vice President and Chief Financial Officer SCHEDULE OF EXHIBITS Exhibit A- Floor Plan of the Premises Exhibit A-1 - Building Standard Materials and Finishes Exhibit B - Landlord’s Work Exhibit B-1 - Construction Documents Exhibit B-2 - The Schedule Exhibit B-3 - Agreed-Upon Above-Standard Items Provided at Landlord’s Cost Exhibit B-4 - Agreed-Upon Above-Standard Items Provided at Tenant’s Cost Exhibit C - Cleaning Specifications Exhibit D - Rules and Regulations Exhibit E - Services to be Provided by Landlord Exhibit F - Form of Escrow Agreement EXHIBIT A FLOOR PLAN OF THE PREMISES Landlord shall supply prior to the Commencement Date. EXHIBIT A-1 BUILDING STANDARD MATERIALS AND FINISHES BASE BUILDING STRUCTURE • The building foundation will consist of shallow spread footings at the columns, seismic brace frames required in accordance with code and the site classification and slab on grade. • The building elevated floors will be composite slabs supported by a steel beam and column frame wall. The roof will consist of metal deck with concrete pads at the mechanical units for sound and vibration isolation. • The roof system will be a fully adhered TPO (Thermoplastic polyolefin) membrane roof. The membrane will be white, which reduces the heat gain through the roof. EXTERIOR WALLS • Exterior walls will be metal studs with exterior gypsum sheathing clad in a combination of brick veneer, architectural precast concrete accents and aluminum window wall system with 1-inch low-e coated insulated glazing. The building envelope will meet or exceed all current energy codes and standards. BUILDING COMMON • Walls in all vertical shafts and “back of house” areas, mechanical & electrical rooms etc., will be extended above the finished ceiling and filled with sound attenuation xxxxx. T...
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Related to Consent/Discretion

  • Discretion To the fullest extent permitted by law, whenever in this Agreement a Person is permitted or required to make a decision (a) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person will be entitled to consider only those interests and factors as he, she or it desires, including his, her or its own interests, and, to the fullest extent permitted by law, will have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or (b) in its “good faith” or under another express standard, then the Person will act under the express standard and will not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated by this Agreement or by relevant provisions of law or in equity or otherwise.

  • Sole Discretion As the term "sole discretion" is used in this Agreement, --------------- unless otherwise defined, it will be interpreted as the exercise of reasonable discretion applying normal business practices to a contractual relationship between a company and its chairman and chief executive officer.

  • 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.

  • Consent; Determination or Discretion When the consent or approval of a party is required under this Agreement, such consent or approval shall be obtained in writing and unless expressly otherwise provided, shall not be unreasonably withheld or delayed. When a determination or decision is to be made by a party under this Agreement, that party shall make such determination or decision in its reasonable discretion unless expressly otherwise provided.

  • Lender’s Discretion Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive.

  • Board Discretion Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

  • Company Discretion The Subscriber understands and agrees that the Company in its sole discretion reserves the right to accept or reject this or any other subscription for Shares, in whole or in part, notwithstanding prior receipt by the Subscriber of notice of acceptance of this subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this subscription is rejected in whole, or the Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this subscription was accepted.

  • Sole and Absolute Discretion; Cooperation (a) Parent shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Parent may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit Parent’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.

  • Joint Remediation Committee If the Sellers (acting reasonably) determine that the Purchasers have committed a Major Default, then, at the election of the Sellers, within three (3) Business Days of the Sellers providing the Purchasers written notice of such determination, the Sellers and the Purchasers shall establish a joint remediation committee of designated executives from the Sellers and the Purchasers (“Joint Remediation Committee”) consisting of three (3) members of each of the Sellers and the Purchasers. The Joint Remediation Committee shall be responsible for overseeing the development of a mutually agreeable plan in accordance with subsection 3 below to either (i) remediate any breaches giving rise to the Major Default to the extent such breaches can be remediated and/or (ii) prevent similar breaches from recurring in the future (clauses (i) and (ii), a “Corrective Action Plan”). Each member of the Joint Remediation Committee shall have sufficient authority on the part of his or her respective party to make decisions relating to matters reviewed by the Joint Remediation Committee, and shall be approved by the other party (such approval not to be unreasonably delayed, conditioned or withheld). The Joint Remediation Committee shall have access to Purchaser Personnel that are primarily responsible for the area of the business relationship (such as information technology, data security or regulatory) where the breaches giving rise to the Major Default arise (such Purchaser Personnel, collectively, the “Subject Matter Experts”). The Sellers and the Purchasers shall cause their respective members on the Joint Remediation Committee to, and the Purchasers shall cause the Subject Matter Experts to, act in good faith in connection with the development of the Corrective Action Plan.

  • Administrator Discretion The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator.

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