Interpretation and Administration. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Administrator may delegate its functions under this Agreement to an officer of the Company designated by the Administrator (hereinafter the “designee”). In fulfilling its responsibilities hereunder, the Administrator or its designee may rely upon documents, written statements of the parties or such other material as the Administrator or its designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its designee and that any decision of the Administrator or its designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.
Interpretation and Administration. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code) and in a manner to avoid a “plan failure” under Section 409A(a)(1) of the Code.
Interpretation and Administration. 1. The Parties and Signatory Parties shall interpret and apply the provisions of this Agreement in the light of its objectives set out in Article 3 of this Chapter and in accordance with applicable rules of international law.
Interpretation and Administration. This Agreement shall be administered by the Committee, acting in its sole and absolute discretion. The Committee shall have full power and authority to interpret, construe and apply, and to take such actions as it deems necessary or appropriate in order to carry out, the provisions of this Agreement. The decision of the Committee as to any disputed question relating to this Agreement shall be final and conclusive on all persons.
Interpretation and Administration. All leaves provided under this Article shall be interpreted and administered in accordance with relevant state and federal laws as now or hereafter amended.
Interpretation and Administration. The Committee may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Committee may interpret the Plan and this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law, provided that the Committee’s interpretation shall not be entitled to deference on and after a Change of Control except to the extent that such interpretations are made exclusively by members of the Committee who are individuals who served as Committee members before the Change of Control and take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan, this Agreement or the administration or interpretation thereof. In the event of any dispute or disagreement as to interpretation of the Plan or this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan or this Agreement, the decision of the Committee, except as provided above, shall be final and binding upon all persons.
Interpretation and Administration. The City will have full power and authority to interpret, construe, and administer this Agreement and its interpretations, and construction thereof and action thereunder will be binding and conclusive on the parties for all purposes.
Interpretation and Administration. This Agreement shall be administered by Xxxx’x Chief People Officer acting in his or her absolute discretion, shall have the right to interpret this Agreement and take such other actions in its administration and operation as the Chief People Officer deems equitable under the circumstances, which shall be binding on Belk, you and any other person affected by such actions.
Interpretation and Administration. Xxxxx agrees that the terms and conditions of this Agreement shall be construed by the Board or a committee of the Board, and that any determination of the Board or such committee shall be conclusive and binding on all parties claiming an interest in this option.
Interpretation and Administration. The Committee (or its delegate, within limits established by the Committee) shall have the authority to interpret this Option Agreement, to establish, amend and rescind any rules and regulations relating to the Options and to make all other determinations necessary or advisable for the administration or interpretation of this Option Agreement. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Option Agreement in the manner and to the extent it shall deem desirable to carry out its intended purpose. The determinations of the Committee in respect of the interpretation and administration of this Option Agreement, as described herein, shall be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith.
