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.

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.

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...

Standards of Discretion. 39 7.26 Counterparts............................................. 40 7.27 Prepayment............................................... 40 7.28 FIRPTA Certificate....................................... 40 7.29

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.

Related to Standards of Discretion

STANDARDS OF DISCIPLINE 18.1 In order of severity, the usual types of disciplinary action are as follows: - oral reprimand, - written reprimand - suspension - demotion - termination of employment 18.2 When an employee is required to attend a meeting, the purpose of which is to investigate a disciplinary matter concerning the employee or to render a disciplinary decision concerning the employee, the employee is entitled to have, upon request, a representative of the Association attend the meeting. Where practicable, the employee shall receive a minimum of two (2) day’s notice of such a meeting and shall be informed of the reason for it. 18.3 When an employee is suspended from duty, demoted or terminated due to a disciplinary infraction, the Council shall notify the employee, in writing, of the reason(s) for the suspension, demotion or termination. The Council shall endeavour to provide this written notification at the time of the suspension, demotion or termination. 18.4 When an employee feels aggrieved by the application of any disciplinary action which was applied, or in the employee’s opinion was applied, to the employee by the Council, the employee may present a grievance in accordance with the Grievance Procedure Article of this Agreement. 18.5 Except in the case of an oral reprimand, the Council shall provide an employee with a written record of any disciplinary action taken by the Council against the employee after the date of signing of this Agreement, and such written record shall include the reason for the disciplinary action. 18.6 The Council agrees not to introduce as evidence in a hearing relating to disciplinary action any document from the file of an employee, the existence of which the employee was not aware at the time of filing or within a reasonable period thereafter. 18.7 The Council agrees not to introduce as evidence in an adjudication hearing any document from the file of an employee where the employee was not aware of its existence: 18.7.1 at the time of requesting the services of an adjudicator or 18.7.2 within a period of five (5) consecutive working days after the Council has been informed that the employee has requested the services of an adjudicator, whichever occurs later. 18.8 Notice of disciplinary action which may have been placed on the Council staff file of an employee following the date of signing of this Agreement shall be removed from the Council staff file of the employee after two (2) years have elapsed since the disciplinary action was taken provided that no further disciplinary action has been recorded during the two (2) year period. This two (2) year period will automatically be extended by the length of any period of leave without pay in excess of three (3) months.
Standards of Care Seller shall comply with all applicable requirements of Law, the Transmission Provider, Utility Distribution Company, Governmental Approvals, the CAISO, CARB, FERC, NERC and WECC in its scheduling, interconnection, operation and maintenance of the Project and as contemplated by this Agreement. Seller shall (a) acquire and maintain all Governmental Approvals necessary for the construction, operation, and maintenance of the Project consistent with Safety Requirements; (b) Notify Buyer of any material modifications or lapse in renewal of Governmental Approvals; and (c) at Buyer’s request, provide to Buyer digital copies of any Governmental Approvals. For the avoidance of doubt, Seller shall be responsible for procuring and maintaining, at its expense, all emissions credits required for operation of the Project throughout the Delivery Term in compliance with Law and to permit operation of the Project in accordance with this Agreement. Promptly following Xxxxx’s written request, Xxxxxx agrees to take all commercially reasonable actions and execute or provide any documents, information, or instruments with respect to Product reasonably necessary to enable Buyer to comply with the requirements of any Governmental Authority. Nothing hereunder shall cause Buyer to assume any liability or obligation with respect to Seller’s compliance obligations with respect to the Project under any new or existing Laws, rules, or regulations.
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 Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (a) under any Transaction Document or (b) pursuant to instructions from all the Holders, when expressly required hereby. Notwithstanding the foregoing, Agent shall not be required to take, or to omit to take, any action (a) unless, upon demand, Agent receives an indemnification satisfactory to it from the Lenders and/or Holders (or, to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or (b) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the authority to enforce rights and remedies hereunder and under the other Transaction Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Documents for the benefit of all the Lenders and the Holders; provided, that the foregoing shall not prohibit (a) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Documents, (b) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 13.17(a), any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
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 Service In connection with the performance of any Services pursuant to this Agreement: 7.1 Number of Employees Contractor warrants it will provide sufficient employees to complete the Services ordered within the applicable time frames established pursuant to this Agreement. Furthermore, Contractor shall, at its expense, supply all tools, equipment, and other materials necessary to perform the Services contemplated in this Agreement. 7.2 Skill of Employees Contractor warrants that employees shall have sufficient skill, knowledge, and training to perform the Services and that the Services shall be performed in a professional and workmanlike manner.
District’s Sole Discretion District in its sole discretion may terminate this Contract for any reason on 30 days’ written notice to Contractor.
Types of Discipline The types of discipline recognized for purposes of applying one of the appeal procedures under this Article are:
Sole Discretion As the term "sole discretion" is used in this Agreement, --------------- unless otherwise defined, it will be interpreted as the exercise of reasonable discretion applying normal business practices to a contractual relationship between a company and its chairman and chief executive officer.
Standards of Performance Provider must perform all Services required of it under this Agreement with that degree of skill, care, and diligence normally shown by a Provider performing services of a scope, purpose, and magnitude comparable with the nature of the Services to be provided under this Agreement. Provider acknowledges that, if in the course of providing Services hereunder, it is entrusted with or has access to valuable and confidential information and records of the Board, Provider agrees to be held to the standard of care of a fiduciary with respect to that information. Any review, approval, acceptance of Services or deliverables, or payment by the Board for any Services does not relieve Provider of its responsibility for the professional skill and care and technical accuracy of its Services and deliverables. This provision in no way limits the Board’s rights against Provider under this Agreement, at law or in equity. When and where applicable, all members of Provider’s staff must hold and maintain throughout the Term and any Renewal Term, valid certificates and/or licenses from the State of Illinois or such other relevant jurisdiction that authorize those individuals to perform the Services. Provider agrees to promptly furnish a copy of the license(s) of any and all direct service providers to the Board on request. Throughout the Term and any Renewal Term, Provider must maintain and use sufficient staff to assure the effective and efficient operation of its programs. Provider must cause its staff to devote such time, attention, skill, knowledge, and professional ability as necessary to effectively and efficiently fulfill Provider’s obligations under this Agreement.

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