Owner Decisions Sample Clauses

Owner Decisions. The decisions required of Owner under this Amendment No. 1 shall be communicated solely by the Village of Mukwonago Village Director or his designee. The Architect/CM understands and agrees that any decisions of the Owner deemed significant by the Village Director shall be submitted to the Village of Mukwonago Board of Trustees for a final decision on the matter.
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Owner Decisions. (a) In addition to the rights reserved to Owner in Section 2.4 of the DMA, Owner may elect to retain a commercial development consultant (“Commercial Consultant”) to collaborate with Owner and Manager regarding the planning and development of the Commercial Property. If such an election is made by the Executive Committee of Owner, Owner and Manager shall meet and confer to address appropriate changes to Manager’s scope of services and fees provided under the DMA. Except to the extent that Manager breaches its duty of Due Care in a material manner in supervising any such Independent Contractor retained by Owner, including any Commercial Consultant, Manager shall have no responsibility or liability for any acts or omissions taken or failed to be taken by any Independent Contractor retained by Owner, including any Commercial Consultant. (b) New Subsections 2.4(n) and 2.4(o) are hereby added to the DMA from and after the Parties’ mutual execution and delivery of this Amendment, as follows: (n) (i) entering into any new consulting contract (other than such contracts with Independent Contractors that are Consistent with the Approved Business Plan and reimbursable as joint backbone infrastructure under the Amended and Restated Master Implementation Agreement or as a capital facility pursuant to Owner’s written reimbursement agreement with Irvine Ranch Water District), or (ii) entering into any new contract for marketing or public relations services, where the fees and/or expenses committed to be paid by Owner under any such contract under either clause (i) or clause (ii) exceeds One Hundred Thousand Dollars ($100,000), provided that Owner (acting through a Majority Approval of its Executive Committee) shall approve or reject any such proposed contract or contribution (which may be provided via e-mail transmission) within five (5) business days after delivery of the written request to each of the Section 2(n) Notice Recipients; provided, however, that upon a failure of the Owner (via a Majority Approval of the Executive Committee) to reply to such a request for approval within five (5) business days the Manager shall transmit a second notice to each of the Section 2(n) Notice Recipients requesting approval (a “Second Notice”). A failure of the Owner (via a Majority Approval of the Executive Committee) to reply to the Second Notice within 24 hours of the transmission of the Second Notice shall be deemed an Approval by Owner. A meeting of the Executive Committee may...
Sample 1
Owner Decisions. Except to the extent expressly provided to the contrary in this Agreement (but without expanding the scope of Manager’s authority under the other provisions of this Agreement), Manager shall take no action, expend any sum, make any decision, or incur any obligation respect to any matter within the scope of the actions enumerated below (the “Owner Decisions”) without Approval by Owner: (a) taking any action, expending any sum, making any decision or incurring any obligation not Consistent with the Approved Business Plan, including the Project Team Budget which is part of the Approved Business Plan; (b) acquiring any additional land or interest therein on behalf of Owner or any Contracting Subsidiary (other than right of way acquisitions for the construction of backbone improvements, boundary line adjustments and/or exchanges of land with the City of Irvine that are contemplated in written agreements approved by Owner, such as those contemplated under the Amended and Restated Development Agreement and the Second ALA), entering into any lease or other agreement granting rights to occupy all or any portion of the Property and/or the Project (whether as the lessor/grantor or lessee/grantee) other than temporary license or lease agreements (such as agricultural leases or access licenses) that are terminable when necessary to allow Owner to develop the areas subject to any such lease or license; (c) undertaking any of the following but only to the extent it requires a discretionary approval or is not otherwise contemplated in the Approved Business Plan: entering into any written agreement with a Governmental Authority on behalf of Owner or any Contracting Subsidiary, entering into any written amendment or modification thereto or to any existing written agreement with a Governmental Authority (including the Amended and Restated Development Agreement and the Amended and Restated Master Implementation Agreement), entering into any written modification to the Existing Entitlements, or accepting in writing any mitigation measures or conditions or requirements of approval imposed by any Governmental Authorities in connection therewith; (d) entering into, or entering into any modification or amendment of, any Loan Document on behalf of Owner or any Contracting Subsidiary or taking any action prohibited by any Loan Document; (e) any matter requiring the Approval of Owner under this Agreement; (f) mortgaging or the placing of any other encumbrance on the Property or any p...
Sample 1

Related to Owner Decisions

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Final Decision Concessionaire covenants that the decision of the Commissioner of Department, relative to the performance of the terms and conditions of this Agreement, shall be final and conclusive.

  • Review of Decision Within sixty (60) days after the Secretary’s receipt of a request for review, he or she will review the Company’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

  • 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.

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