Standards of Discretion Sample Clauses

Standards of Discretion. Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement a Person is permitted or required to make a decision (i) in its "sole discretion" or "discretion" or under a grant of similar authority or latitude, such Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting any other Person or (ii) in its "good faith" or under another express standard, such Person shall act under such express standard and shall not be subject to any other or different standards. *** Indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.
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Standards of Discretion. Nothing contained in this Mortgage, the Note, or ----------------------- any other Loan Documents, shall limit the right of Mortgagee to exercise its business judgment, or act, in a subjective manner with respect to any matter as to which it has specifically been granted such right or the right to act in its discretion or judgment hereunder or thereunder, whether "objectively" reasonable, under the circumstances. Any such exercise shall not be deemed inconsistent with any covenant of good faith and fair dealing otherwise implied by law to be a part of this Mortgage; and the parties intend by the foregoing to set forth and affirm their entire understanding with respect to the terms, covenants and conditions and standards pursuant to which their rights, duties and obligations are to be judged, their performance measured, and the parameters within which Mortgagee's discretion may be exercised hereunder and under the other Loan Documents.
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Standards of Discretion. 39 7.26 Counterparts............................................. 40 7.27 Prepayment............................................... 40 7.28 FIRPTA Certificate....................................... 40 7.29
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Standards of Discretion. Nothing contained in this Mortgage, the Note, or any other Loan Documents, shall limit the right of Mortgagee to exercise its business judgment, or act, in a subjective manner with respect to any matter as to which it has specifically been granted such right or the right to act in its discretion or judgment hereunder or thereunder, whether "objectively" reasonable under the circumstances. Any such exercise shall not be deemed inconsistent with any covenant of good faith and fair dealing otherwise implied by law to be a part of this Mortgage; and the parties intend by the foregoing to set forth and affirm their entire understanding with respect to the terms, covenants and conditions and standards pursuant to which their rights, duties and obligations are to be judged, their performance measured, and the parameters within which Mortgagee's discretion may be exercised hereunder and under the other Loan Documents.
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Standards of Discretion. So long as any Special Beneficiary is living, the Trustee may, but need not, from time to time distribute (or use) all or so much of or none of the income or principal of the affected trust or share as the Trustee in its sole and absolute discretion deems appropriate, for the benefit of the Special Beneficiary, but any distribution or use (a “distribution”) the Trustee considers making for the benefit of a Special Beneficiary shall be subject to the limitations and standards contained in this instrument, including: The Trustee shall not be obligated to maintain equality among the beneficiaries with respect to any distributions either of income or of principal. Any income not distributed shall be accumulated and at least annually added to principal as otherwise provided for the trust or share. The Trustee need not make any distributions, and shall not be subject to any standard other than good faith and shall not be required to state any reason for any refusal to make any distribution. The Trustee may refuse to make distributions for any reason or for no stated reason and shall not be abusing any discretion in refusing to make any distribution. If, however, the Trustee does choose to make a distribution, such distribution shall be made only in conformity with the standards and limitations contained in this instrument. It is the intention of the Trustor that the Trustee’s discretion to use (within the applicable limitations and standards) or not use (subject to no standard other than good faith) the income or principal of the affected trust or share or to exercise or not exercise any other discretion or power granted to Trustee shall be as truly absolute as allowed by law, and no person shall have any right to insist upon or compel or to challenge or prevent any good-faith exercise or refusal to exercise any power or discretion by the Trustee. Good faith is an objective standard meaning honesty in fact where the Trustee has not been recklessly indifferent to the purposes of the trust and the interests of the beneficiaries in refusing to consider whether or how to exercise or not exercise its power or discretion. The Trustee shall be presumed to have used good faith absent a compelling showing of dishonesty or such reckless indifference in connection with considering matters and exercising judgment. It is Trustee’s honest judgment that Trustor desires and that shall control, whether or not anyone else shall deem the result or the exercise reasonable or unreas...
Sample 1

Related to Standards of Discretion

  • Standards of Conduct Whenever the Member is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing, then the Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever. To the extent that the Member has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company or other person bound by the terms of this Agreement, the Member acting in accordance with the Agreement shall not be liable to the Company or any such other person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of the Member otherwise existing at law or in equity, replace such other duties to the greatest extent permitted under applicable law.

  • Use of Discretion (a) Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable Requirement of Law; and

  • Standards Any additions, modifications, or replacements made to a Party’s facilities shall be designed, constructed and operated in accordance with this Agreement, NYISO requirements and Good Utility Practice.

  • Standards of Performance A. The standard of care for all professional and related services performed or furnished by Contractor under this Agreement will be the care and skill ordinarily used by members of Contractor’s profession practicing under similar conditions and circumstances and in a similar locality.

  • Standards for Determining Commercial Reasonableness Borrower and Silicon agree that a sale or other disposition (collectively, "sale") of any Collateral which complies with the following standards will conclusively be deemed to be commercially reasonable: (i) Notice of the sale is given to Borrower at least seven days prior to the sale, and, in the case of a public sale, notice of the sale is published at least seven days before the sale in a newspaper of general circulation in the county where the sale is to be conducted; (ii) Notice of the sale describes the collateral in general, non-specific terms; (iii) The sale is conducted at a place designated by Silicon, with or without the Collateral being present; (iv) The sale commences at any time between 8:00 a.m. and 6:00 p.m; (v) Payment of the purchase price in cash or by cashier's check or wire transfer is required; (vi) With respect to any sale of any of the Collateral, Silicon may (but is not obligated to) direct any prospective purchaser to ascertain directly from Borrower any and all information concerning the same. Silicon shall be free to employ other methods of noticing and selling the Collateral, in its discretion, if they are commercially reasonable.

  • Standards of Financial Statements Cause all financial statements referred to in Sections 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, and 9.13 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as concurred in by such reporting accountants or officer, as the case may be, and disclosed therein).

  • Guidelines The Office of State Procurement adheres to all guidelines set forth by the State and Federal Government concerning The Americans with Disabilities Act (ADA) as well as all mandated fire codes.

  • Underwriting Procedures If the Initiating Holders so elect, the offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within such group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a).

  • Accounting Policies and Procedures Permit any change in the accounting policies and procedures of the Company or any Guarantor, including a change in fiscal year, provided, however, that any policy or procedure required to be changed by the Financial Accounting Standards Board (or other board or committee thereof) in order to comply with Generally Accepted Accounting Principles may be so changed.

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