JDC Decisions Sample Clauses

The "JDC Decisions" clause defines the authority and process by which the Joint Development Committee (JDC) makes decisions regarding the collaboration or project governed by the agreement. Typically, this clause outlines the scope of matters the JDC can decide on, such as project milestones, resource allocation, or technical specifications, and may specify voting procedures or requirements for consensus. Its core practical function is to establish a clear and efficient decision-making mechanism, thereby reducing ambiguity and potential disputes between parties involved in joint development activities.
JDC Decisions. During the License Term, decisions within the purview of the JDC shall be made by the JDC by consensus, with the representatives of each Party collectively having one vote on behalf of such Party. For each meeting of the JDC, at least two (2) representatives of each Party shall constitute a quorum. Action on any matter may be taken at a meeting, by teleconference, videoconference or by written agreement.
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JDC Decisions. Except where consent or approval on any matter by a Party is expressly required herein, if after reasonable discussion and good faith consideration of each Party’s view on any matter within the decision-making authority of the JDC, the representatives of the Parties on the JDC cannot reach an agreement as to such matter within [***] Days after such matter was brought to the JDC for resolution or after such matter has been referred to the JDC, such disagreement shall be escalated to the JSC by either Party.
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JDC Decisions. Other than as set forth herein, in order to make any decision required of it hereunder with respect to any approval, the JDC must have present (in person, by videoconference or telephonically) at least one member of each Party. The Parties will endeavor to make decisions of the JDC by consensus; provided that GSK will have the tie-breaking vote in the event of any dispute; provided, further, that no decision by GSK may be in conflict with any of the terms of this Agreement (including by amending or increasing any obligations on Surface or any of its Affiliates (other than those set forth in the Transition Plan, which is subject to Surface’s right to consent under Section 6.1(b)(i)) or by granting any licenses or other rights to GSK or any of its Affiliates that, in each case, are not expressly set forth in this Agreement).
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JDC Decisions. All decisions of the JDC shall be made by a simple majority vote of voting members, with the Chairman having the controlling vote and decision in the event of a deadlock; provided that if LP exercised its Opt-In Rights pursuant to Section 4.12, any such deadlock shall be resolved by the Parties as follows: (a) Within ten (10) business days of such deadlock, officers of each Party shall confer in good faith to resolve the deadlock. If the deadlock is not resolved within such ten (10) business day period, within the following ten (10) business days, each Party shall appoint a board member to confer in good faith with the board member appointed by the other Party to resolve the deadlock. (b) Any dispute subject to the foregoing that the board members are unable to resolve shall be resolved in accordance with Section 12.1 (excepting 12.1(a)).
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JDC Decisions. Decisions by the JDC will be decided by unanimous vote. Each Party shall have one (1) vote to be cast by the co-chairperson of each
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JDC Decisions. 4.6.1. All decisions of the JDC shall be made by unanimous vote, with each Party having one vote. In order to make any decision, the JDC must have present (in person or via telephone or videoconference) and voting at least one representative of each Party. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 4.6.2. Subject to the terms of this Agreement, if the JDC cannot resolve a matter described in Section 4.2 within ***** days, or such shorter time as may be determined by the Parties, after it begins discussing any such matter (a “Committee Deadlock”), then the JDC shall escalate such Committee Deadlock to the Senior Officers for resolution by consensus. If, following consideration by the Senior Officers for a period of up to ***** days from the date of escalation of such Committee Deadlock there is still no consensus, then: *****
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JDC Decisions 
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Related to JDC Decisions

  • Major Decisions Notwithstanding any other provisions of this Agreement, the Company and/or the Managing Member may not, without the approval of the Non-Managing Member of the Company take any of the following actions or cause Mezz LLC or Property Owner to take any of the following actions (each, a “Major Decision”): (i) borrow money (whether on a secured or unsecured basis, and whether senior, on par or subordinate to the Loans, but excluding trade debt or amend the terms and conditions of any financing of the Company or any of its Subsidiaries, including the Loans, in any material respect or make elections with respect to interest periods, interest rates or other material provisions under any such financing; (ii) lend money (whether on a secured or unsecured basis, but excluding trade debt); (iii) grant any mortgage, security interest or any other lien on any Property or any other assets of the Company or any of its Subsidiaries;; (iv) subject all or any part of any Property to a condominium statute or convert any Property to condominium or cooperative form of ownership; (v) except as otherwise provided herein, sell all or any portion of any Property; (vi) seek or consent to any change in the zoning or other land use regulations affecting any Property or any permits or approvals granted thereunder if such change will materially adversely affect the value of the Property or the rights, interests or obligations of the parties under this Agreement; (vii) rebuild or reconstruct the improvements on the Property if they are substantially damaged by a fire or other casualty, except to the extent the Company or any of its Subsidiaries is required to do so pursuant to the Loan Documents or except to the extent that the cost to rebuild or reconstruct the improvements is less than $1,000,000; (viii) acquire any real property (other than the Property), any direct or indirect interest in real property, or any interest in any Person other than the Subsidiaries; (ix) adopt the annual operating budget of the Company and its Subsidiaries, which must be submitted to the Non-Managing Member for its Approval by November 30 of the preceding year (each such annual budget, as Approved, an “Approved Budget”); (x) incur any single capital expenditure in excess of $50,000, other than capital expenditures which are (i) set forth in an Approved Budget, or (ii) otherwise specifically Approved by the Non-Managing Member; (xi) assign, transfer, pledge, compromise or release any of the claims of or debts or insurance or condemnation proceeds due the Company exceeding $50,000 except in connection with the receipt by the Company of payment in full of such claims or debts; (xii) enter into any lease for a portion of the Property in excess of 25,000 square feet; (xiii) change the Company’s or any Subsidiaries’ accounting method, either for financial or tax reporting purposes or otherwise; (xiv) dissolve the Company or any Subsidiary; (xv) effect any merger, consolidation or restructuring of the Company or any Subsidiary; (xvi) purchase or redeem all or any portion of the limited liability company interest of any Member in the Company, except as provided herein with respect to permitted transfers; (xvii) form, directly or indirectly, any subsidiary other than the Subsidiaries; (xviii) other than in connection with the Loans, sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber all or any portion of any of the Company’s interest in any Subsidiary or permit any Subsidiary to sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber all or any portion of its assets or cause or permit any additional equity interests to be issued by or new members to be admitted to any Subsidiary; (xix) amend or otherwise modify any of the organizational documents of the Company or any Subsidiary in any material respect or take any action which would result in the Company not being able to manage or exercise control over any Subsidiary; (xx) enter into or conduct any business or operations other than in connection with the business of the Company as contemplated by Section 7 hereof or otherwise herein, or take any action which would cause the Company or any Subsidiary to cease being a “special purpose” entity as provided in Section 9(d) above; (xxi) employ any Member or any Affiliate of any Member on behalf of the Company or any Subsidiary or otherwise deal with the Company or any Subsidiary (whether as a buyer, seller, lessor, lessee, manager, broker, agent, furnisher of services, lender or otherwise) and pay to or receive from the Company, its Subsidiaries, any Member and any of their Affiliates any compensation, price, fee, commission or other payment therefore, except as contemplated by this Agreement or as set forth on Schedule D hereto; (xxii) employ any accountants for the Company or any attorneys for the Company (except that the Members specifically approve ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ LLP and Cozen ▇’▇▇▇▇▇▇ being retained as attorneys for the Company and Amper, Politziner, ▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Group being retained as accountants for the Company); (xxiii) settle any casualty loss (except to the extent fully covered by insurance less any deductible) or condemnation claim in excess of $250,000; (xxiv) settle any material litigation or threatened litigation, including without limitation that certain litigation regarding the sub-leasehold interest in the Property; (xxv) enter into any material contract or amendment; (xxvi) issue additional equity interests in itself or any Subsidiary; and (xxvii) take any other actions which, pursuant to the terms of this Agreement, require Approval of all of the Members.

  • 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 Agreement 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 must also be filed with FERC if it affects jurisdictional rates, terms and conditions of service, Attachment Facilities, System Upgrade Facilities, or System Deliverability 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.

  • 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.

  • Automated decisions For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when: a) i. such decisions are made by the data importer in entering into or performing a contract with the data subject, and