Reserved Powers. The SFVCOG shall not possess the authority to compel any of its members to conduct any activities or implement any plans or strategies that they do not wish to undertake (except for the payment of dues). The goal and intent of the SFVCOG is one of voluntary cooperation among the Members for the collective benefit of the San Xxxxxxxx Valley area of Los Angeles County.
Reserved Powers. The parties agree that the City reserves certain legislative powers to amend its Code to apply standards for development and construction generally applicable throughout the City. However, it is the intent of the parties to vest the Developer with the specific land uses and maximum densities for the Property specifically identified in this Agreement. Subject to the terms and conditions of this Agreement, Developer shall be required to comply in accordance with the provisions of the Code, ordinances, and regulations (collectively “City’s Laws”) in effect as of the date of this Agreement, and the provisions of this Agreement as of the date of execution.
Reserved Powers. (a) Notwithstanding any other provision of this Agreement:
(i) Positive shall maintain oversight for all Services provided to Positive by Management Company and Positive shall monitor the provision of Services not less frequently than annually for quality assurance;
(ii) the Management Company shall not enter into any agreements with affiliates of the Management Company (A) on behalf of Positive and/or (B) the costs of which will be borne by Positive, unless the Positive Board shall have consented to such agreement in writing;
(iii) the Management Company shall, or shall cause AOS or any other litigation manager engaged on behalf of Positive to, cease to engage on behalf of Positive any law firms which Positive requests be removed from the panel of firms handling matters on behalf of Positive; and
(iv) the Management Company shall terminate any agreement with any agent or other third party service provider not Affiliated with Management Company which Positive requests be terminated following a determination of a majority of the Positive Board that such agent or other service provider has not met the components of the Service Level applicable to such party.
(b) In addition, notwithstanding any other provision of this Agreement to the contrary, Positive, through their officers and directors or other service providers, shall retain authority and responsibility for the functions, duties and responsibilities, and costs and expenses, set forth on Schedule B attached hereto and made a part hereof.
(c) Positive may suspend the authority granted to the Management Company hereunder if Positive reasonably believes that a material breach described in Section 8(d) (including, without limitation, a breach of any Service Level) has occurred or is imminent and until any such event has been cured pursuant to Section 8(d); provided, that during the suspension of any such authority Positive shall not have the right to provide a Deficiency Notice under Section 9(b) with respect to any Service Level in respect of the authority which has been suspended, and provided further that if the suspension of authority causes the Management Company to be unable to cure an asserted breach pursuant to Section 8(a), the cure period pursuant to Section 8(a) shall be tolled until the Management Company’s authority has been restored.
Reserved Powers. (a) Notwithstanding any provision to the contrary contained herein, the approval of the Manager shall be required for the following actions with respect to the Company:
(i) Amendment of the Certificate of Formation or this Agreement;
(ii) The conversion of the Company to another type of entity organized within or without the State, including without limitation, a limited partnership;
(iii) Merger, equity interest exchange, business combination or consolidation with any other Person, excepting a wholly-owned subsidiary;
(iv) Creating or authorizing any new class or series of Units or equity, or selling, issuing or granting additional Units;
(v) A decision to file a voluntary petition or otherwise initiate proceedings to have the Company adjudicated insolvent, or seeking an order for relief of the Company as debtor under the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.); to file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or to seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the assets of the Company, or to make any general assignment for the benefit of creditors of the Company, or to admit in writing the inability of the Company to pay its debts generally as they become due, or to declare or effect a moratorium on the Company's debt or to take any action in furtherance of any of the above proscribed actions;
(vi) Any decision to dissolve or liquidate the Company, except as specifically set forth in this Agreement;
(vii) Approving any budget or strategic or business plan for the Company or any of its Affiliates;
(viii) Except with respect to an Affiliate of the Company, making any investment in any Person;
(ix) Encumbering all of the assets of the Company or any Affiliate of the Company; and
(x) Making any distributions of Company cash or other property except as specifically provided in this Agreement.
Reserved Powers. Nothing in this Agreement shall require, prohibit, or otherwise apply to the exercise of discretion by the City other than as specifically provided for by this Agreement.
Reserved Powers. 11.1 The Parties agree and acknowledge that nothing in this SPA shall operate as to require them to make any decision or act in anyway which shall place any Party in breach of:
11.1.1 Law;
11.1.2 any specific Department of Health and Social Care policies;
11.1.3 in the case of the Council, the Council Constitution;
11.1.4 in the case of the CCGs, the CCG Constitution;
11.1.5 any requirement upon the Commissioners to undertake and have regard to the results of public consultation; or
11.1.6 in the case of a Provider any terms of its provider licence from NHS Improvement, its registration with the CQC or to breach any legislative requirements including the NHS Act 2006 (as amended); or
11.1.7 any term of a non-NHS parties legal constitution or other legally binding agreement or governance document of which specific written notice has been given to the Parties prior to the date of this SPA, and neither the ICB or Health and Care Partnerships will make a final recommendation which requires any Party to act as such.
Reserved Powers. If participating hospitals retain some authority, this is not necessarily determinative of whether the equivalent of a parent-subsidiary relationship has been established. For example, authority over ethical or moral issues based on religious principles may be reserved by the participating entities. If all of the other surrounding facts and circumstances showed that sufficient authority had otherwise been ceded to the JOA governing body, this type of reservation would not preclude a finding that the equivalent of a parent-subsidiary relationship had been established.
Reserved Powers. Notwithstanding the Hospitals’ intent that each Board shall continue to govern the provision of healthcare services at each Hospital and, subject to the limitations of Sections 2.5, 3.7 and 3.8 of this Agreement, in order to achieve the benefits and mutual goals of the System, the exercise of the following powers by the CMC, HH and MCH Boards shall be subject to the approval of the System Parent (the “Reserved Powers”). The Hospitals recognize that neither MCH nor HH is subject to the teachings of the Catholic Church or the ERDs. Therefore, in exercising its Reserved Powers, the System Parent may not decline to authorize or approve any action by either MCH or HH that is subject to the System Parent’s authority for the sole purpose of restricting other activities of MCH or HH that are outside of the System Parent’s authority because they are in conflict with the teachings of the Catholic Church or the ERDs. If MCH or HH questions whether the System Parent denial or disapproval of a proposed action of MCH or HH subject to the Reserved Powers violates the foregoing prohibition, then the System Parent shall provide a written explanation of the reasons for the decision to demonstrate that it is in the best interests of the System without regard to compliance with the teachings of the Catholic Church or the ERDs in areas outside of the System Parent’s authority. The Reserved Powers cannot be exercised in a manner that prevents the HH or MCH or CMC Boards from fulfilling their fiduciary duties.
Reserved Powers.
11.1 The Parties agree and acknowledge that nothing in this PAA shall operate as to require them to make any decision or act in anyway which shall place any Party in breach of:
11.1.1 Law;
11.1.2 the Enhanced Service Contract, any GP Contract, or any Sub-Contract;
11.1.3 any specific Department of Health and Social Care policies; or
11.1.4 any term of a non-NHS party’s legal constitution or other legally binding agreement or governance document of which specific written notice has been given to the Parties prior to the date of this PAA, and the Strategic Oversight Group will not make a final recommendation which requires any Party to act as such.
Reserved Powers. (a) Without limiting the generality of Section 4.1 herein but subject to this Section 4.2 hereof, the General Partner shall not have the right or authority to take any of the following actions (each a “Major Decision” and collectively, the “Major Decisions”) on its own behalf or on behalf of the Partnership without the prior written consent of the Partners: (i) issuing any additional equity interests in the Partnership or admitting any additional Partners other than pursuant to Article IX or X, exclusive of issuances and admissions expressly permitted under Article III or Section 4.9; (ii) undertaking or committing to undertake any payment to or contract with Affiliates of a Partner providing, in the aggregate, for payments in excess of $400,000 in any fiscal year or which, taken as a whole, are on terms materially less favorable than those which could have been obtained at the time of the commitment for such undertaking from an unaffiliated third party (provided the foregoing restriction shall not apply to payments made pursuant to any Loans permitted by Section 3.5), and in all cases exclusive of transactions involving ordinary course purchases of goods and services from Affiliates at charges which do not exceed such Affiliate’s direct costs of providing such goods or services; (iii) making any loans to any Partner; (iv) establishing in respect of any Fiscal Year reserves for capital improvements, repairs and replacements (exclusive of reserves mandated by third party agreements) in excess of three percent (3%) of the total pretax gaming revenues (i.e. gaming wins less gaming losses of the Partnership excluding, without limitation, any deductions for taxes or fees relating to gaming revenues, gaming xxxxxx or gaming attendance (“Net Win”)) for the immediately preceding 12 month period for each year after the first year of operation, and $1,000,000 during the first year of operation of the Partnership; (v) making any capital expenditures in any Fiscal Year which are in excess of reserves accumulated in prior periods pursuant to Section 4.2(iv) above plus three percent (3%) of Net Win generated by the Partnership for the immediately preceding 12 month period; (vi) entering into an employment agreement with any employee providing for a salary and bonus in excess of $250,000 per year, such limit to be increased annually by the Consumer Price Index for urban wage earners and clerical workers, all items or, in the event such index is no longer reported, such s...
