Standards to be Applied Sample Clauses

Standards to be Applied. Any such determination shall be reasonably made by the decision-making party based upon the facts known to the decision-making party at the time such determination is made. The termination of a proceeding by judgment, order, settlement conviction, or upon a plea of nolo contendere or its equivalent shall not, by itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful. With respect to actions concerning an employee benefit plan of the Company or any subsidiary, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of the employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the corporation. If the determination shall be to the effect that Indemnitee satisfied the applicable standard of conduct, the amount of indemnity to which Indemnitee shall be entitled shall be paid to Indemnitee promptly. If the determination is to the effect that the Indemnitee did not meet the applicable standard of conduct in respect of the matter for which indemnification is sought hereunder, the Company shall give Indemnitee a reasonably detailed statement of the reasons for such determination. Such determination shall be without prejudice to Indemnitee’s right to have a court determination thereof made in accordance with Section 7(d) hereof. Claims for advancement of expenses shall be made under the provisions of Section 6 hereof rather than Section 7(c) and this Section 7(d).
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Standards to be Applied. Any such determination shall be reasonably made by the decision-making party based upon the facts known to the decision-making party at the time such determination is made. The termination of a Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, by itself, create a presumption that Indemnitee did not satisfy any applicable standard of conduct. In making any such determination, the Person or Persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. With respect to actions concerning an employee benefit plan of the Company or any Subsidiary, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of the employee benefit plan, Indemnitee shall be deemed to have acted in a manner not opposed to the best interests of the Company. For purposes of any determination hereunder, Indemnitee shall be deemed to have acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe Indemnitee’s conduct was unlawful, if Indemnitee’s action is based on (i) the records or books of account of the Company or a Subsidiary, including financial statements, (ii) information supplied to Indemnitee by the officers or agents of the Company or a Subsidiary in the course of their duties, (iii) the advice of legal counsel for the Company or a Subsidiary, or (iv) information or records given or reports made to the Company or a Subsidiary by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or a Subsidiary. The provisions of this Section 7(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met any applicable standard of conduct necessary to be indemnified hereunder. If the determination is to the effect that Indemnitee did not meet the applicable standard of conduct in respect of the matter for which indemnification is sought hereunder, the Company shall give Indemnitee a reasonably detailed statement of the reasons for s...
Sample 1
Standards to be Applied. ‌ A member, who has completed his/her probationary period, can be discharged by the Board of Education only following the receipt of written notice of specific reasons for discharge at least twenty (20) calendar days before a hearing before the Board of Education. The written notice must set forth the factual allegations of misconduct or poor or inadequate performance with dates, names, and circumstances of the allegations including what facts were reported to the member prior to the service of the notice of reasons for discharge, by whom and on what dates. At the hearing before the Board of Education, the member may be accompanied by representation at the member’s sole expense, may present evidence, may confront and may cross examine witnesses. The Board of Education shall after presentation of evidence at the hearing decide whether the member should be discharged as a District employee. The Board of Education’s discharge decision shall be reasonable based upon the entire record presented at the hearing. Just Cause and Progressive Discipline shall not be the standard applied in discipline and discharge cases. The Board and the Association agree that the decision to discharge a member for committing theft, abusing or neglecting a student as defined by the Child Abuse and Neglect Reporting Act, and/or conviction of a felony or crime involving moral turpitude shall be deemed to be reasonable. Nothing prevents the Association from contesting in arbitration whether the evidence was sufficient to prove that such an offense was committed.
Sample 1
Standards to be Applied. The Board shall apply the following standards in determining whether a permit should issue:
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Related to Standards to be Applied

  • Performance Standards The Contractor agrees to perform all tasks and provide deliverables as set forth in the Contract. The Department and the Customer will be entitled at all times, upon request, to be advised as to the status of work being done by the Contractor and of the details thereof.

  • 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.

  • REGULATORY ADMINISTRATION SERVICES BNY Mellon shall provide the following regulatory administration services for each Fund and Series:  Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;  Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and

  • Service Level Standards In addition to all other requirements in this Agreement, and in accordance with the Best Claims Practices & Estimating Guidelines, Vendor shall use reasonable and good faith efforts to meet the Service Level Standards set forth below.

  • Recommendations It is recommended that:

  • Professional Standards The Contractor agrees to maintain the professional standards applicable to its profession and to Contractors doing business in the United States Virgin Islands.

  • Performance Reporting The State of California is required to submit the following financial reports to FEMA:

  • IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial organizations to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, you are required to provide your name, residential address, date of birth, and identification number. We may require other information that will allow us to identify you.

  • Service Standards We provide the Services materially in accordance with the features and functionalities set out in the Specification Documents. We will use commercially reasonable efforts to make the Services available to you subject to operational requirements including maintenance and security.

  • Matters Applicable to All Requests for Compensation (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.

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