STANDARD FOR CONDUCT AND CONSENT Sample Clauses

STANDARD FOR CONDUCT AND CONSENT. Except as expressly set forth in this Lease, and except for matters which will have an adverse effect on the (i) structural integrity of the Building, (ii) the Building’s plumbing, heating, life safety, ventilating, air conditioning, mechanical or electrical systems (“Building Systems”), or (iii) the exterior appearance of the Building, any time the consent of Landlord or Tenant is required, such consent shall not be unreasonably withheld, conditioned or delayed. Whenever the Lease grants Landlord or Tenant the right to take action, exercise discretion, or make allocations or other determinations, Landlord and Tenant shall act reasonably and in good faith.
Sample 1
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STANDARD FOR CONDUCT AND CONSENT. Notwithstanding anything to the contrary contained in the Lease, regardless of any reference to the words "sole" or "absolute" (but except for matters which will have an adverse effect on the (i) structural integrity of the Building, (ii) the Building's plumbing, heating, life safety, ventilating, air conditioning, mechanical or electrical systems ("Building Systems"), or (iii) the exterior appearance of the Building (whereupon in each such case Lessor's duty is to act in good faith and in compliance with the Lease), any time the consent of Lessor or Lessee is required, such consent shall not be unreasonably withheld, conditioned or delayed. Whenever the Lease grants Lessor or Lessee the right to take action, exercise discretion, or make allocations or other determinations, Lessor and Lessee shall act reasonably and in good faith. When Lessee is required to pay to Lessor any "costs" or "expenses" under the Lease, such amount shall be the actual cost or expense paid or incurred by Lessor without xxxx-up by or profit to Lessor. In the event that either party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within ten (10) business days following such request.
Sample 1
STANDARD FOR CONDUCT AND CONSENT. Regardless of any reference to the words “sole” or “absolute” in this Lease (except for (i) Alterations to the exterior of the Building, (ii) Alterations to the structure of the Building, except for Tenant’s reinforcement of floors or the roof of the Building in connection with the systems installed in the Premises or to serve the Premises), and (iii) Alterations that will have a material adverse effect on the Building systems, whereupon each such case Landlord’s duty is to act in good faith and in compliance with this Lease), any time the consent of Landlord or Tenant is required, such consent shall not be unreasonably withheld, conditioned or delayed. Unless another time frame is expressly provided in this Lease, then within ten (10) days after the requesting party’s receipt of the other party’s request for consent to any matter relative to this Lease and/or Tenant’s use or occupancy of the Premises, the non-requesting party shall deliver to the requesting party notice of the non-requesting party’s approval or disapproval of the same. Any notice of disapproval shall set forth with reasonable particularity the reasons for the non-requesting party’s disapproval of the subject matter. Except as specified in any notice of disapproval timely and properly delivered by the non-requesting party in accordance with the foregoing, the subject matter shall be deemed approved by the non-requesting party. The non-requesting party’s failure to reply to the requesting party’s request for approval of the subject matter within the above-referenced ten (10) day period shall be deemed the non-requesting party’s approval thereof. Whenever this Lease grants Landlord or Tenant the right to take action, exercise discretion, establish rules and regulations or make allocations or other determinations, Landlord and Tenant shall act reasonably and in good faith.
Sample 1
STANDARD FOR CONDUCT AND CONSENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE LEASE, REGARDLESS OF ANY REFERENCE TO THE WORDS "SOLE" OR "ABSOLUTE" (BUT EXCEPT FOR MATTERS WHICH WILL HAVE AN ADVERSE EFFECT ON THE (i) STRUCTURAL INTEGRITY OF THE PREMISES, (ii) THE PREMISES' PLUMBING, HEATING, LIFE SAFETY, VENTILATING, AIR CONDITIONING, MECHANICAL OR ELECTRICAL SYSTEMS ("PREMISES SYSTEMS"), OR (iii) THE EXTERIOR APPEARANCE OF THE PREMISES (WHEREUPON IN EACH SUCH CASE LANDLORD'S DUTY IS TO ACT IN GOOD FAITH AND IN COMPLIANCE WITH THE LEASE), ANY TIME THE CONSENT OF LANDLORD OR TENANT IS REQUIRED, SUCH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED. WHENEVER THE LEASE GRANTS LANDLORD OR TENANT THE RIGHT TO TAKE ACTION, EXERCISE DISCRETION, OR MAKE ALLOCATIONS OR OTHER DETERMINATIONS, LANDLORD AND TENANT SHALL ACT REASONABLY AND IN GOOD FAITH.
Sample 1
STANDARD FOR CONDUCT AND CONSENT. Notwithstanding anything to the contrary contained in the Lease, regardless of any reference to the words "sole" or "absolute", any time the consent of Lessor or Lessee is required, such consent shall not be unreasonably withheld, conditioned or delayed. Whenever the Lease grants Lessor or Lessee the right to take action, exercise discretion, or make allocations or other determinations, Lessor and Lessee shall act reasonably and in good faith. Whenever the Lease grants Lessor or Lessee the right to take action, exercise discretion, or make allocations or other determinations, Lessor and Lessee shall act reasonably and in good faith. When Lessee is required to pay to Lessor any "costs" or "expenses" under the Lease, such amount shall be the actual cost or expense paid or incurred by Lessor without xxxx-up by or profit to Lessor. In the event that either party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within ten (10) business days following such request.
Sample 1
STANDARD FOR CONDUCT AND CONSENT. Notwithstanding anything to the contrary contained in the Lease, except to the extent this Lease provides that Landlord’s or Tenant’s approval or consent may be given or withheld in such party’s “sole” or “absolute” discretion, any time the consent of Landlord or Tenant is required, such consent shall not be unreasonably withheld, conditioned or delayed. Except as otherwise provided in this Lease, whenever this Lease grants Landlord or Tenant the right to take action, exercise discretion, establish rules and regulations or make allocations or other determinations, Landlord and Tenant shall act reasonably and in good faith.
Sample 1
STANDARD FOR CONDUCT AND CONSENT. Notwithstanding anything to the contrary contained in the Lease, regardless of any reference to the words "sole" or "absolute" (but except for matters which will have an adverse effect on the (i) structural integrity of the Building and/or Project, (ii) the Building's and/or Project's plumbing, heating, life safety, ventilating, air conditioning, mechanical or electrical systems ('Building Systems"), or (iii) the exterior appearance of the Building and/or Project (whereupon in each such case Lessor's duty is to act in good faith and in compliance with the Lease), any time the consent of Lessor or Lessee is required, such consent shall not be unreasonably withheld, conditioned or delayed. Whenever the Lease grants Lessor or Lessee the right to take action, exercise discretion, or make allocations or other determinations, Lessor and Lessee shall act reasonably and in good faith.
Sample 1
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STANDARD FOR CONDUCT AND CONSENT. Except for matters for which there is a standard of consent or approval specifically set forth in this Lease and except for matters which may have an adverse effect on the (a) structural integrity of the Building, (b) the Building’s plumbing, heating, life safety, ventilating, air conditioning, mechanical or electrical systems, or (c) the exterior appearance of the Project, whereupon in each such case Landlord’s duty is to act in good faith and in compliance with the Lease, any time the consent of Landlord or Tenant is required, such consent shall not be unreasonably withheld, conditioned or delayed. Whenever the Lease grants Landlord or Tenant the right to take action, exercise discretion, establish rules and regulations or make allocations or other determinations, Landlord and Tenant shall act reasonably and in good faith.
Sample 1

Related to STANDARD FOR CONDUCT AND CONSENT

  • Data Privacy Notice and Consent The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this paragraph, by and among, as applicable, the Participant’s employer and the Company and its subsidiaries and affiliates for, among other purposes, implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and its subsidiaries hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social security number or identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Participant further understands that the Company and/or its subsidiaries will transfer Data amongst themselves as necessary for employment purposes, including implementation, administration and management of the Participant’s participation in the Plan, and that the Company and/or any of its subsidiaries may each further transfer Data to Broker or such other stock plan service provider or other third parties assisting the Company with processing of Data. The Participant understands that these recipients may be located in the United States, and that the recipient’s country may have different data privacy laws and protections than in the Participant’s country. The Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes described in this section, including any requisite transfer to Broker or such other stock plan service provider or other third party as may be required for the administration of the Plan and/or the subsequent holding of Shares of stock on the Participant’s behalf. The Participant understands that he or she may, at any time, request access to the Data, request any necessary amendments to it or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. The Participant understands, however, that withdrawal of consent may affect the Participant’s ability participate in or realize benefits from the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

  • Compliance and Confidentiality The Warrant Agent shall perform its duties under this Agreement in compliance with all applicable laws and keep confidential all information relating to this Agreement and, except as required by applicable law, shall not use such information for any purpose other than the performance of the Warrant Agent’s obligations under this Agreement.

  • Director Notification Requirement If you are a director, associate director or shadow director of a Singapore company, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements, you must notify the Singapore subsidiary in writing within two business days of any of the following events: (i) you receive or dispose of an interest (e.g., RSUs or shares of Common Stock) in the Company or any subsidiary of the Company, (ii) any change in a previously-disclosed interest (e.g., forfeiture of RSUs and the sale of shares of Common Stock), or (iii) becoming a director, associate director or a shadow director if you hold such an interest at that time.

  • Procedures for Notification and Defense of Claim (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company.

  • COMPLIANCE WITH POLICIES AND PROCEDURES During the period that Executive is employed with the Company hereunder, Executive shall adhere to the policies and standards of professionalism set forth in the policies and procedures of the Company and IAC as they may exist from time to time.

  • Authorization to Release and Transfer Necessary Personal Information The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, number of Award Units and/or shares of Common Stock held and the details of all Award Units or any other entitlement to shares of Common Stock awarded, cancelled, vested, unvested or outstanding for the purpose of implementing, administering and managing the Grantee’s participation in the Plan (the “Data”). The Grantee understands that the Data may be transferred to the Company or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere, and that any recipient’s country (e.g., the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative or the Company’s stock plan administrator. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data to a broker or other third party assisting with the administration of Award Units under the Plan or with whom shares of Common Stock acquired pursuant to the vesting of the Award Units or cash from the sale of such shares may be deposited. Furthermore, the Grantee acknowledges and understands that the transfer of the Data to the Company or to any third parties is necessary for the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein by contacting the Grantee’s local human resources representative or the Company’s stock plan administrator in writing. The Grantee further acknowledges that withdrawal of consent may affect his or her ability to vest in or realize benefits from the Award Units, and the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative or the Company’s stock plan administrator.

  • Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties (a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, or any member of the Board of Directors, on the one hand, and the Partnership, any Group Member or any Partner, on the other, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Outstanding Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner and the Board of Directors may but shall not be required in connection with the resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner or the Board of Directors, as the case may be, may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is sought, then, notwithstanding any other provision of this Agreement or law that would otherwise apply, (x) the Conflicts Committee will be authorized in connection with its determination of whether to provide Special Approval to consider any and all factors as it determines to be relevant or appropriate under the circumstances and (y) it will be presumed that, in making its decision, the Conflicts Committee acted in good faith, and if Special Approval is not sought and the Board of Directors determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision the Board of Directors, acted in good faith, and, in either case, in any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partner or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Partners and shall not constitute a breach of this Agreement or of any duty hereunder or existing at law, in equity or otherwise.

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