Limits on Decision-Making Authority Sample Clauses

Limits on Decision-Making Authority. Notwithstanding anything herein to the contrary, the Research Committee shall have no authority to make any decision (including any amendment or modification of, or supplement to, the Research Plan) that: (i) amends, contradicts or violates any provision of this Agreement; (ii) changes or affects the parties’ respective Diligence Obligations; or (iii) causes Evogene to exceed the agreed budget for the Funded Project that is covered by the Research Payments or changes Evogene’s budget allocations for the performance of the Funded Project. The Research Committee will be entitled to provide recommendations to the Steering Committee on the matters set forth in subsections (ii) and (iii) above, for review and approval by the Steering Committee.
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Limits on Decision-Making Authority. Monsanto shall not have the authority under this Section to make unilaterally any decision that: (i) violates any term or provision of this Agreement; (ii) materially and adversely impacts Evogene’s rights or its ability to meet its obligations under this Agreement and/or the Research Plan; (iii) materially amends or alters the Evogene Diligence Obligations (including the criteria for satisfaction thereof) or impacts the achievability of such obligations; (iv) materially amends the Monsanto Diligence Obligations (including the criteria for satisfaction thereof); (v) would exceed the agreed budget for the Funded Project that is covered by the Research Payments or would modify Evogene’s budget allocations for the performance of any Annual Research Plan; (vi) materially amends either party’s reporting obligations under Section 2.8; or (vii) the Steering Committee is entitled to make under Section 5.3. For the avoidance of doubt, only Evogene will have ultimate decision-making authority with respect to any decisions relating to approaches to computational gene discovery, Project G2P Rounds, and Evogene’s generation of data to be included in Databases
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Limits on Decision-Making Authority. Notwithstanding Section 2.6(f), the Senior Officer of a Party shall not have the right to exercise its final decision-making authority to unilaterally: (1) determine that any obligations have been fulfilled under this Agreement or that a Party has breached any obligation under this Agreement; (2) determine that a milestone event required for the payment of a milestone payment has or has not occurred including, without limitation, the payments set forth in Article 4 herein; (3) make a decision that is expressly stated to require the mutual agreement of the Parties; (4) amend the Co-Promotion Plan to require the other Party to conduct any activities; or (5) otherwise expand a Party’s rights or reduce a Party’s obligations under this Agreement, including, without limitation, the payments set forth in Article 4 herein.
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Limits on Decision-Making Authority. Monsanto shall not have the authority under this Section to make unilaterally any decision that: (i) violates any term or provision of this Agreement; (ii) materially and adversely impacts Evogene’s rights or *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. its ability to meet its obligations under this Agreement and/or the Research Plan; (iii) materially amends or alters the Evogene Diligence Obligations (including the criteria for satisfaction thereof) or impacts the achievability of such obligations; (iv) materially amends the Monsanto Diligence Obligations (including the criteria for satisfaction thereof); (v) would exceed the agreed budget for the Funded Project that is covered by the Research Payments or would modify Evogene’s budget allocations for the performance of any Annual Research Plan; (vi) materially amends either party’s reporting obligations under Section 2.8; or (vii) the Steering Committee is entitled to make under Section 5.3. For the avoidance of doubt, only Evogene will have ultimate decision-making authority with respect to any decisions relating to approaches to computational gene discovery, Project G2P Rounds, and Evogene’s generation of data to be included in Databases
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Limits on Decision-Making Authority. Notwithstanding Section 3.4.3 and Section 3.9.2, (a) neither Party may exercise its final decision-making authority to (i) impose additional obligations upon the other Party not otherwise provided in this Agreement without such Party’s consent, (ii) cause the other Party to violate any applicable Law, or the terms of any agreement it may have with any Third Party entered into prior to the Execution Date, or (iii) modify, violate, breach or waive compliance with this Agreement, or cause the other Party to do so, (b) a Party may only exercise its final decision-making authority with respect to a matter after giving good faith consideration to the other Party’s comments (through its JSC members or its Senior Manager, as applicable) on such matter, and (c) if a Party elects its Opt-Out Option at any time with respect to a Collaboration Product, then thereafter, to the extent such Opt-Out Party would have the final decision-making authority pursuant to Section 3.9.2, then, such Opt-Out Party shall no longer have such final decision-making authority with respect to such Collaboration Product and, without limiting the preceding clauses (a) and (b), any dispute that would be subject to such Opt-Out Party’s final decision-making authority shall then be subject to the Non Opt-Out Party’s final decision-making authority.
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Limits on Decision-Making Authority. Notwithstanding anything herein to the contrary, the Research Committee shall have no authority to make any decision (including any amendment or modification of, or supplement to, the Research Plan) that: (i) amends, contradicts or violates any provision of this Agreement; (ii) changes or affects the parties’ respective Diligence Obligations; or (iii) causes Evogene to exceed the agreed budget for the Funded Project that is covered by the Research Payments or changes *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. Evogene’s budget allocations for the performance of the Funded Project. The Research Committee will be entitled to provide recommendations to the Steering Committee on the matters set forth in subsections (ii) and (iii) above, for review and approval by the Steering Committee.
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Limits on Decision-Making Authority. Bayer shall not have the authority under Section 2.2.1.5 to unilaterally make any decision that: (a) adversely impacts Evogene’s rights or its ability to meet its obligations under this Agreement; (b) amends or alters Evogene’s obligations under Section 3.1 or 3.3 or affects the achievability of such obligations (including changes to the criteria for satisfaction thereof); (c) amends or alters Bayer obligations under Sections 6.2 or 6.3 (or the criteria for satisfaction thereof); (d) would change the amount of any of the research payments under Section 7.2 or would require activities that would necessitate an increase in the resources allocated by Evogene to performing the Funded Project; (e) would materially change the goals or scope of the Workplan (excluding however changes to the allocation of activities between ATHLETE Collaboration Discovery Rounds and EvoBreed Collaboration Discovery Rounds that do not materially change the overall resources to be allocated to the ATHLETE Program and/or EvoBreed Program); (f) relate to use of Evogene’s computational platforms or data generation activities; or (g) materially amends either party’s reporting obligations under this Section 2. Evogene shall not have the authority under Section 2.2.1.5 to unilaterally make any decision that: (a) materially adversely impacts Bayer’s rights or its ability to meet its obligations under this Agreement; (b) amends or alters Evogene’s obligations under Section 3.1 or 3.3 or affects the achievability of such obligations (or the criteria for satisfaction thereof), (c) amends or alters Bayer obligations under Sections 6.2 or 6.3 (or the criteria for satisfaction thereof), (d) would increase the amount of any of the research payments under Section 7.2, or (e) amends either party’s reporting obligations under Section this Section 2. For the avoidance of doubt, neither party shall be entitled to unilaterally take a decision that may amend, contradict or otherwise be inconsistent with any term or provision of this Agreement. Initials Bayer : page 21 of 89 Initials Evogene : *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. Hecate: 4/10/b00917
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Limits on Decision-Making Authority. Notwithstanding anything herein to the contrary, the Research Committee shall have no authority to make any decision (including any amendment or modification of, or supplement to, the Workplan) that: (i) may amend, contradict or otherwise be inconsistent with any term or provision of this Agreement; (ii) changes or affects the parties’ respective obligations under Section 3.1 or 3.3; (iii) would result in Evogene incurring significant additional costs; or (iv) would materially change the Workplan.
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Related to Limits on Decision-Making Authority

  • Decision-Making Authority BMS shall have the sole decision-making authority for the operations and Commercialization strategies and decisions, including funding and resourcing, related to the Commercialization of Products; provided that such decisions are not inconsistent with the express terms and conditions of this Agreement, including BMS’ diligence obligations set forth in Section 5.1.

  • Decision-Making The JDC shall make decisions unanimously, with each Party’s representatives collectively having one (1) vote and at least one (1) representative from each Party participating in such decision. In the event the JDC determines that it cannot reach an agreement regarding a decision within the JDC’s authority, then, within *** Business Days after such determination: (a) for any matter that is not a Critical Issue *** shall have the final decision making authority on such matter; and (b) for any matter that is a Critical Issue, the matter shall be referred to FivePrime’s Chief Executive Officer (or designee) and HGS’ Chief Executive Officer (or designee) for resolution. If such executives cannot resolve the matter within *** Business Days, then the Chief Executive Officer of *** (or designee) shall have the final decision making authority on such matter. Notwithstanding the foregoing, the Development Plan shall not be amended, without FivePrime’s prior written approval (which approval may be withheld in FivePrime’s sole discretion), to: (i) increase or materially change the nature of FivePrime-Conducted Trials or Other FivePrime-Conducted Activities; or (ii) require FivePrime to continue any FivePrime-Conducted Trial if FivePrime, in its reasonable judgment, decides not to continue such trial for any business, scientific, safety, efficacy, enrollment or ethical reason, provided that, in the event FivePrime so decides to discontinue such trial, HGS shall have no further obligation to reimburse FivePrime under Section 4.2(d) except with respect to costs *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. already incurred by FivePrime prior to such discontinuation and any and all standard close out costs incurred thereafter, and HGS shall have the right to continue such trial by itself at its expense. When *** make a final determination under this Section 3.4, that final determination must be consistent with the terms of this Agreement.

  • Decision on Review A decision on review of a denied claim shall be made in the following manner:

  • Independent Due Diligence and Decision Making Each Consenting Stakeholder hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties.

  • Considerations on Review In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

  • Selection and Payment of Appeal Panel In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration panel (the “Appeal Panel”).

  • Information for Regulatory Compliance Each of the Company and the Depositary shall provide to the other, as promptly as practicable, information from its records or otherwise available to it that is reasonably requested by the other to permit the other to comply with applicable law or requirements of governmental or regulatory authorities.

  • 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.

  • 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.

  • Additional Submissions – Information Access The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits.

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