Unilateral Action Clause Samples

The Unilateral Action clause grants one party the authority to take specific actions or make decisions independently, without requiring the consent or approval of the other party. In practice, this may allow a party to amend certain terms, enforce remedies, or implement changes as outlined in the agreement, provided the clause specifies the scope of such unilateral rights. This clause is primarily used to streamline decision-making and provide flexibility, ensuring that necessary actions can be taken promptly without delay from negotiations or mutual agreement.
Unilateral Action. DBS will maintain a critical path schedule which reasonably defines critical components which, if delayed, will have a significant impact on the time for completion of any significant Deliverable. Schedule 2.2 contains the critical path schedule governing the implementation of JV Release 1.0. The parties recognize, however, that the schedule may not be all inclusive. In the event of an actual delay or a delay in complying with the critical path schedule which DBS should reasonably anticipate, DBS must inform LLC in reasonable detail about such problems and the corrective procedures (including the time needed for correction) without undue delay using the Project Problem report procedure. In an emergency situation, DBS can take unilateral action to mitigate the emergency and inform LLC without undue delay afterwards. This Clause applies mutatis mutandis to the Eurex Entities.
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Unilateral Action. ‌ In the event the meet and confer process for a successor MOU results in an impasse, as defined in the FMC, the City shall not take unilateral action regarding wages, hours, and other terms and conditions of employment prior to the completion of the impasse procedures, including, but not limited to, mediation and fact finding as outlined in the FMC, ▇▇▇▇▇▇-▇▇▇▇▇▇-▇▇▇▇▇ Act, and other applicable state laws.
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Unilateral Action. If within a reasonable period, only one Party determines to commercialize Product or to seek a Third Party partner or for the commercialization of the Product in any country in the Joint Territory and the other Party determines not to do so, then that first Party shall have the right to commercialize the Product or seek such a Third Party partner in such country. The other Party shall provide reasonable cooperation and support to the first Party in good faith in connection with such discussions and negotiations with the potential Third Party partner relating to any agreement with such Third Party, consistent with the terms set forth in Section 7.4.1. The Party determining not to commercialize the Product in a country may waive its rights to the benefits of the commercialization in that country and thereby avoid any obligation and duty to perform or be responsible for fifty percent (50%) of the commercialization obligations (including the Supernus Payments).
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Unilateral Action. Either Party may unilaterally terminate this Master Agreement or an individual JWS under this Master Agreement by giving the other Party written notice, not less than thirty (30) days prior to the desired termination date. Pending termination of this Master Agreement pursuant to this Article, the Parties agree that performance of work under this Master Agreement or the individual JWS shall continue diligently in accordance with each JWS.
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Unilateral Action. Nothing contained in this Agreement shall be construed as affecting in any way, the right of either Party to unilaterally make application to the FERC for a change, with respect to the service it is rendering to the other Party, in classification, or service, or any provision, term, rule, rate, regulation, condition or contract relating thereto, under Section 205 of the Federal Power Act or any successor statute and pursuant to the FERC's rules and regulations promulgated thereunder; or the right of PacifiCorp to request modifications with respect to the services rendered hereunder by APS under Section 206 of the Federal Power Act and pursuant to the FERC's rules and regulations promulgated thereunder.
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Unilateral Action. Any Party may unilaterally terminate this Agreement at any time by giving the other Party written notice, not less than 30 days prior to the desired termination date.
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Unilateral Action. Notwithstanding the provisions of Articles 4.15.(a), 6.7., and 9.2., relating to proposed plant modifications or changes in Agreed Procedures or Articles 6.1. or 13 in respect of prior approval of expenditure, in the case of action urgently required for emergency or remedial purposes the Operator may, if it would not be reasonably practicable in the relevant circumstances to obtain the prior approval of the Owner, act unilaterally and, to the maximum extent practicable, shall carry out the minimum work in scope and time and/or make the minimum change to the Agreed Procedures which at that time is necessary to deal with the relevant situation in accordance with Good Utility Practice.
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Unilateral Action. 13 7.8 Assignment................................................... 13 7.9
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Related to Unilateral Action

  • Joint Remediation Committee If the Sellers (acting reasonably) determine that the Purchasers have committed a Major Default, then, at the election of the Sellers, within three (3) Business Days of the Sellers providing the Purchasers written notice of such determination, the Sellers and the Purchasers shall establish a joint remediation committee of designated executives from the Sellers and the Purchasers (“Joint Remediation Committee”) consisting of three (3) members of each of the Sellers and the Purchasers. The Joint Remediation Committee shall be responsible for overseeing the development of a mutually agreeable plan in accordance with subsection 3 below to either (i) remediate any breaches giving rise to the Major Default to the extent such breaches can be remediated and/or (ii) prevent similar breaches from recurring in the future (clauses (i) and (ii), a “Corrective Action Plan”). Each member of the Joint Remediation Committee shall have sufficient authority on the part of his or her respective party to make decisions relating to matters reviewed by the Joint Remediation Committee, and shall be approved by the other party (such approval not to be unreasonably delayed, conditioned or withheld). The Joint Remediation Committee shall have access to Purchaser Personnel that are primarily responsible for the area of the business relationship (such as information technology, data security or regulatory) where the breaches giving rise to the Major Default arise (such Purchaser Personnel, collectively, the “Subject Matter Experts”). The Sellers and the Purchasers shall cause their respective members on the Joint Remediation Committee to, and the Purchasers shall cause the Subject Matter Experts to, act in good faith in connection with the development of the Corrective Action Plan.

  • Required Actions (a) Subject to the terms hereof, including Section 6.03(c), Parent and the Company shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger.

  • Right to Grieve Disciplinary Action Employees shall have the right to grieve written censures or warnings, and adverse employee appraisals. Employees shall have the right to rebut in writing any disciplinary notice and that rebuttal will be placed in the employee file, but will not be part of the formal disciplinary record. Should an employee dispute any such entry in his/her file, he/she shall be entitled to recourse through the Grievance Procedure and the eventual resolution thereof shall become part of his/her personal record.

  • Class, Collective and Representative Action Waiver THE PARTIES AGREE THAT COVERED CLAIMS WILL, AT EITHER PARTY’S ELECTION, ONLY BE ARBITRATED ON AN INDIVIDUAL BASIS AND THAT EACH WAIVES THE RIGHT TO PARTICIPATE IN OR RECEIVE COMPENSATION FROM ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NO PARTY MAY BRING A CLAIM ON BEHALF OF OTHER INDIVIDUALS; ANY ARBITRATOR HEARING A COVERED CLAIM MAY NOT COMBINE MORE THAN ONE INDIVIDUAL’S CLAIM OR CLAIMS INTO A SINGLE CASE OR TO ARBITRATE ANY FORM OF A CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. SHOULD ANY PORTION OF THE FOREGOING WAIVER BE FOUND INVALID, THE REMAINING PORTION THAT IS VALID WILL BE ENFORCED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.

  • Remedial Action A. If a represented individual has worked more than one thousand fifty (1,050) hours in the twelve (12) month period from the individual’s original date of hire, the represented individual may request remedial action from the State Human Resources Director in accordance with WAC 357-49. Following the Director’s review of the remedial action request, an individual may file exceptions to the Director’s decision in accordance with WAC 357. B. Remedial action is not subject to the provisions of the grievance procedure specified in Section 5.12, below.