Joint Decisions Sample Clauses

Joint Decisions. The Property shall be managed by the Trustee; however, Beneficiary shall approve, and such approval shall not be unreasonably withheld, all major decisions with respect to the long-term management, operation and control of the Beneficiary’s interests in the Property, such as: (a) Financing or refinancing of the Property; (b) Sale, lease or other transfer of the Property; (c) Making any material expenditures or incurring any material obligation in connection with the Property; or (d) Any other decision that materially affects the Property.
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Joint Decisions. Notwithstanding the provisions of Section 7.01, the Operating Member shall not take any of the following actions (collectively, the "Joint Decisions") unless such Joint Decision has been approved by the Non-Operating Member or is set forth in the Business Plan (it being understood that for all purposes hereof, all Joint Decisions shall require the consent of both the Operating Member and the Non-Operating Member); provided, with respect to Sections 7.02(a)(i), 7.02(a)(ix), 7.02(a)(x), 7.02(b)(i) and 7.02(b)(iii) below, (i) such consent shall not be unreasonably withheld or delayed (and with respect to Sections 7.02(a)(x) and 7.02(b)(iii) shall take into account the timing and quality of the service to be performed and the quality of the service provider) and (ii) if the other Member fails to grant or deny its consent within 7 Business Days after a request for such consent has been made, such consent shall be deemed given. (a) At all times throughout the term of this Agreement the following shall be a Joint Decision: (i) entering into or causing any Property Owner to enter into any Lease which is inconsistent with the Leasing Guidelines; (ii) entering into or causing any Property Owner to enter into any modification, amendment, surrender or termination, other than pursuant to an option contained in a Lease, which (x) shortens the term of any Lease, (y) reduces the amount paid by the tenant or (z) materially increases the landlord's obligations thereunder, which in the case of (x), (y) or (z) will have a Net Cost to the landlord of $100,000.00 (as increased by the CPI Increase) or more with respect to a single transaction or $250,000.00 (as increased by the CPI Increase) with respect to all of the transactions entered into by all Property Owners in a single calendar year; provided, that without the consent of the Non-Operating Member, the Operating Member may settle disputes with tenants in the ordinary course of business and terminate Leases of tenants in default. As used herein the term "Net Cost" means the amount, if any, by which the present value (applying a discount rate of 10% per annum) as of the effective date of the transaction in question of the aggregate amount of payments to be foregone or made by the landlord (net of any amounts to be received by the landlord in connection with the transaction) exceeds the present value (applying such discount rate) as of such date of the revenue which the applicable Property Owner reasonably expects to receive...
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Joint Decisions. Restrictions on Voting of the Tinto Shares and the RTL Special Voting Share 2.1 Each of RTL and RTP agrees with the other, RTAH and RTP Shareholder SVC that any Joint Decision Matter shall be submitted for approval by a resolution of the company affected by the matter and by an equivalent resolution of the other company, each by the same majority (i.e. both by ordinary or both by special resolution) to separate meetings of the shareholders of both RTL and RTP, whether or not such approval is required by law, the rules of any relevant stock exchange or otherwise. 2.2 Each of RTL and RTP agrees with the other, RTAH and RTP Shareholder SVC that, if a matter requires a Joint Decision, it shall do all acts and things necessary to ensure that the relevant annual or extraordinary general meetings, as appropriate, are held on the same day or as closely in time to each other as practicable (taking into account the fact that some or all of the directors of RTP and RTL may wish to attend both meetings). 2.3 Each of RTL and RTP agrees with the other, RTAH and RTP Shareholder SVC that any resolution put to its general meeting in relation to which the RTL Special Voting Share is or may be entitled to vote pursuant to Clause 5.1 or Clause 6.1 of the Sharing Agreement shall be decided on by a poll. 2.4 RTL agrees with RTP, RTAH and RTP Shareholder SVC that any poll on which the RTL Special Voting Share is or may be entitled to vote taken at its general meeting shall (as regards the RTL Special Voting Share and the Tinto Shares) be kept open for such time as to allow the Parallel General Meeting of RTP to be held and for the votes attaching to the Tinto Shares and the RTL Special Voting Share to be calculated and cast on such poll, although such poll may be closed earlier in respect of shares of other classes and/or RTL Ordinary Shares apart from the Tinto Shares. 2.5 RTAH agrees with RTP Shareholder SVC (but not with RTP or RTL) that it will procure that Tinto Holdings Australia shall not exercise any of the votes attached to the Tinto Shares, and RTP agrees with RTP Shareholder SVC (but not with RTL) that it will procure that any RTL Ordinary Shares beneficially owned by any other member of the RTP Group shall not be voted except in both cases on a resolution approving a Joint Decision or a procedural resolution in accordance with Clause 2.7. 2.6 RTP Shareholder SVC agrees with RTAH (but not with RTP or RTL) that it will not exercise any of the votes attached to the RTL ...
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Joint Decisions. All decisions affecting a child’s education, including the choice of college, university, or vocational school, shall be made jointly by the parties and shall consider the expressed preferences of the child. Neither party shall unreasonably withhold approval of the child’s expressed preferences. In the event the parties are unable to agree on any issue related to a child’s education, that issue shall be submitted to mediation.
Sample 1
Joint Decisions. Any and all significant decisions regarding this collaboration agreement require approval by all involved parties. Decisions will include, but not be limited to any and all decisions in regards to service eligibility, service nature, and any and all financial matters related to the above listed objectives. Company Name Lead Person Address Email Street City Mobile Phone Postcode Phone Company Name Lead Person Address Email Street City Mobile Phone Postcode Phone Each participating organization has agreed to commit resources to the collaboration. Company B will contribute: The time and effort required for consistent representation of and participation by the organization to the partnership. Careful attention to risk assessment and risk mitigation including maintaining appropriate supervision for staff, freelancers etc. and use of facilities and equipment contributed to the collaboration. The resources of their organization required to ensure fulfilment of specific commitments described below; Specifically, AB agrees to provide the resources described below: Company A will provide:
Sample 1
Joint Decisions. 5.1 The Organisation undertakes that it shall not, and each of the Councils shall procure that the Organisation does not, without the prior written consent of all of the Councils, do or omit to do any act or thing, where doing or omitting to do such act or thing: 5.1.1 would constitute a Joint Decision; or 5.1.2 would or might as a consequence have a material adverse effect on the corporate governance, financial strength or reputation of the Organisation or its ability to deliver the Services, whether or not relating to any Joint Decision. 5.2 The Councils agree that they shall not: 5.2.1 give their consent pursuant to clause 5.1; or 5.2.2 do or omit to do any act or thing, where doing or omitting to do such act or thing would constitute a Joint Decision; unless the decision to do so has been approved by either (i) the unanimous decision of the Officer Panel in accordance with the Officer Panel Terms of Reference or (ii) the Joint Committee pursuant to clause 7.5. 5.3 The Councils may at any time by notice in writing to the Organisation, and without the consent of the Organisation, amend, add to, delete or otherwise vary those matters or things which constitute any or all of the Joint Decisions. 5.4 Prior to exercising their rights under clause 5.3, the Councils shall consult the Organisation to the extent that they deem reasonably necessary in the circumstances.
Sample 1
Joint Decisions. The unanimous agreement of the Partners shall be required for any of the following Partnership actions (the "Joint Decisions"): --------------- (a) the performance of any act in contravention of this Agreement; (b) the sale, exchange or other transfer of all or a substantial portion of the Property; (c) the mortgaging or encumbering of all or a substantial portion of the Property or the assigning or granting of a security interest in all or a substantial portion of the personal property of the Partnership, revenues or income from the Property or any other assets of the Partnership, or the incurring of indebtedness by the Partnership; provided, that BRC shall have the power, without the unanimous approval of the Partners, to (i) arrange initial acquisition financing for the Property (provided that the terms of such initial acquisition financing are consistent with the approved terms for such initial acquisition financing as set forth in the Property Management and Operation Plan), arrange for the refinancing(s) of such initial acquisition financing, and grant, on behalf of the Partnership, all mortgages, encumbrances and/or security interests required by the lender or lenders (which may be Affiliates of BRC) in connection therewith, and (ii) incur indebtedness on behalf of the Partnership in the ordinary course of the Partnership's business; (d) the changing of the designation of the holder of legal record title to the Property or any other property owned by the Partnership; (e) the dissolution of the Partnership; (f) the ceasing or substantial altering of the use of the Property as a mobile home park or manufactured home community; (g) the performance of any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (h) modifying the amount of the Capital Contribution to be made in exchange for issuance of a Partnership Unit as set forth or provided for in Section 2.3 or 2.6 hereof; ------------------ (i) permitting either Partner to withdraw its Capital Contribution; (j) any alteration to or deviation from the Property Management and Operation Plan attached hereto as Exhibit F (the "Property Management and ----------------------- Operation Plan"); -------------- (k) approve the annual operating budget for the Property to be prepared and submitted by the Property Manager (as hereinafter defined); (l) approve any amendment of the Management Agreement or the appointment of any repl...
Sample 1
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Joint Decisions. None of the following matters ("Joint Decisions") may be undertaken by or on behalf of the Joint Venture, and no expenditures or obligations may be incurred in connection therewith, without the prior consent or approval of both Fuelstream and AFI: (1) Acquisition of the Fuel Tanker Truck (2) Location of the Fuel Tanker Truck; (3) Liquidation of any of the assets of the joint venture.
Sample 1
Joint Decisions. 1. Group supervisors, supervisory authorities, group-level resolution authorities and resolution authorities shall endeavour to reach the joint decisions referred to in Article 8(2), Article 11(4) and Article 16(4), as applicable, within 4 months of the date of: (a) the transmission by the group supervisor of the group pre-emptive recovery plan in accordance with Article 7(4); (b) the transmission by the group-level resolution authority of the information referred to in the Article 11(1), second subparagraph; (c) the submission of any observations by the ultimate parent undertaking or at the expiry of the four-month period referred to in Article 16(3), whichever the earlier. XXXXX xxx, at the request of a supervisory authority or a resolution authority, assist the group supervisors, supervisory authorities, group-level resolution authorities and resolution authorities in reaching a joint decision in accordance with Article 31(2), point (c), of Regulation (EU) No 1094/2010. 2. In the absence of a joint decision within the period referred to in paragraph 1 on any of the matters listed in the second subparagraph, the group supervisor or the group-level resolution authority, as applicable, shall make its own decision on those matters. The matters referred to in the first subparagraph are the following: (a) the review and assessment of the group pre-emptive recovery plan referred to in Article 8; (b) any measures the ultimate parent undertaking is required to take in accordance with Article 6, paragraphs 3 and 4; (c) the group resolution plan referred to in Article 10; (d) the measures referred to in Article 16. The decision made by the group supervisor or the group-level resolution authority, as applicable, shall be fully reasoned and shall take into account the views and reservations of other supervisory authorities or resolution authorities, as applicable, expressed during the four-month period. The decision shall be provided to the ultimate parent undertaking and to the other authorities concerned. 3. In the absence of a joint decision within the period referred to in paragraph 1 between the supervisory authorities or resolution authorities on any of the matters listed in the second subparagraph, each supervisory authority or resolution authority, as applicable, of a subsidiary shall make its own decision on those matters. The matters referred to in the first subparagraph are the following: (a) whether a pre-emptive recovery plan on an individual basis is t...
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Related to Joint Decisions

  • 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.

  • 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.

  • Claim Decision Upon receipt of such claim, the Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days for reasonable cause by notifying the claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. If the claim is denied in whole or in part, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth: (i) The specific reasons for the denial; (ii) The specific reference to pertinent provisions of the Agreement on which the denial is based; (iii) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; (iv) Appropriate information as to the steps to be taken if the claimant wishes to submit the claim for review and the time limits applicable to such procedures; and (v) A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

  • 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.

  • 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.

  • 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

  • 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.

  • Investment Decision The Purchaser understands that nothing in the Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

  • 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.

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