Unilateral Authority Clause Samples
The Unilateral Authority clause grants one party the exclusive right to make certain decisions or take specific actions without needing the consent or approval of the other party. In practice, this might allow a company to modify contract terms, set policies, or enforce rules at its sole discretion. This clause is commonly used to streamline decision-making processes and avoid delays that could arise from requiring mutual agreement, thereby ensuring efficiency and clarity in the administration of the agreement.
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Unilateral Authority. The Servicer acknowledges that the Master Servicer may, upon written notice, supplement or amend the provisions of this Agreement from time to time, without the need to obtain the Servicer's consent to (a) correct ambiguous or erroneous provisions in this Agreement; (b) make changes necessary or helpful to maintain compliance with applicable law, including any supplement or amendment necessary to effect or facilitate compliance by the Servicer with Regulation AB or to conform this Agreement to industry practices relating to Regulation AB; (c) conform to evolving industry standards regarding the servicing of residential mortgage loans generally; (d) modify the Servicer Mortgage Loan Schedule to reflect the purchase of any Mortgage Loan pursuant to this Agreement or another agreement or to change the applicable loan Type for any Mortgage Loan; (e) to change the definition of Applicable Unscheduled Receipt Period with respect to any Mortgage Loan and any type of Unscheduled Principal Receipt from a Mid-Month Receipt Period to a Prior Month Receipt Period or from a Prior Month Receipt Period to a Mid-Month Receipt Period; or (f) make such other modifications or amendments thereto, which the Master Servicer deems advisable, provided that no such modification or amendment shall have a material adverse impact so as to materially increase the obligations of, or to materially decrease the benefits to, the Servicer.
Unilateral Authority. The Servicer acknowledges that the Master Servicer may, upon written notice, supplement or amend the provisions of this Agreement from time to time, without the need to obtain the Servicer's consent to (a) correct ambiguous or erroneous provisions in this Agreement; (b) make changes necessary or helpful to maintain compliance with applicable law; (c) conform to evolving industry standards regarding the servicing of residential mortgage loans generally; (d) modify Schedule A to reflect the purchase of any Mortgage Loan pursuant to this Agreement or another agreement or to change the applicable loan Type for any Mortgage Loan; (e) to change the definition of Applicable Unscheduled Receipt Period with respect to any Mortgage Loan and any type of Unscheduled Principal Receipt from a Mid-Month Receipt Period to a Prior Month Receipt Period or from a Prior Month Receipt Period to a Mid-Month Receipt Period; or (f) make such other modifications or amendments thereto, which the Master Servicer deems advisable, provided that no such modification or amendment shall have a material adverse impact so as to materially increase the obligations of, or to materially decrease the benefits to, the Servicer.
Unilateral Authority. 6.4.1 Notwithstanding anything contained herein to the contrary, the Denihan Member shall have sole authority to determine how the Company shall invest the Preferred Capital; provided however that without the prior written consent to the PB Member, the Preferred Capital shall be invested in: (a) segregated interest-bearing accounts or certificates of deposit with any financial institution insured by the Federal Deposit Insurance Corporation; or (b) United States Treasury obligations, provided further that in no event will funds be placed in investments that do not constitute assets described in Code Section 856(c)(4)(A).
6.4.2 Notwithstanding anything contained herein to the contrary, the following matters may be effected by the unilateral approval or action of the PB Member, acting alone and without the approval of any other Member:
(a) Subject to Section 10.12, the termination and replacement of the Company’s auditor and tax advisor firm/preparer of tax returns and Schedules K-1 in the event such a termination or replacement is necessary to have any such firm and the firm performing such functions for PB REIT to be one and the same; provided, however the PB Member may not appoint an auditor or tax advisor/preparer other than PKF or KPMG without the joint approval of the ▇▇▇▇▇▇▇ Member; and
(b) the exercise of any right or remedy, or the taking of any action on behalf of the Company, under any Note, Guaranty or Pledge Agreement contemplated by Section 5.1.6(b) hereof.
6.4.3 Notwithstanding anything contained herein to the contrary, the ▇▇▇▇▇▇▇ Member, acting alone and without the approval of any other Member, will have the unilateral and exclusive right, subject to any applicable procedural requirements contained in that certain Reimbursement and Indemnity Agreement, dated as of the date hereof, by and among ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Indemnity Agreement”), to make any change to the zoning designation or certificate of occupancy of any of the Existing Hotels, to contest any violation of zoning laws or claim with respect to the certificate of occupancy that may be alleged by any Governmental Authority with respect to any of the Existing Hotels or to mitigate the effect of any violation of zoning laws or claim with respect to the certificate of occupancy and supervise, manage, direct the defense of, compromise, pay, litigate, arbitrate, adjust, negotiate, settle or take an...
Unilateral Authority. The Servicer acknowledges that the Master Servicer may, upon written notice, supplement or amend the provisions of this Agreement from time to time, without the need to obtain the Servicer's consent to (a) correct ambiguous or erroneous provisions in this Agreement; (b) make changes necessary or helpful to maintain compliance with applicable law; (c) conform to evolving industry standards regarding the servicing of residential mortgage loans generally; (d) modify Schedule I to reflect the purchase of any Mortgage Loan pursuant to this Agreement or another agreement or to change the applicable loan group for any Mortgage Loan; (e) to change the definition of Applicable Unscheduled Receipt Period with respect to any Mortgage Loan and any type of Unscheduled Principal Receipt from a Mid-Month Receipt Period to a Prior Month Receipt Period or from a Prior Month Receipt Period to a Mid-Month Receipt Period; or (f) make such other modifications or amendments thereto, which the Master Servicer deems advisable, provided that no such modification or amendment shall have a material adverse impact so as to materially increase the obligations of, or to materially decrease the benefits to, the Servicer.
Unilateral Authority. No member shall, without the consent of the others, contract or obligate the company to the payment of any sum of money in excess of $500. No member shall, without the consent of the others, suffer any lien to be levied against the aircraft or other company assets. If a lien is levied for a debt which did not have the consent of all members, it shall be grounds for dissolution of the company. At the option of the non-consenting members, the costs required to satisfy the lien shall come out of the share of the consenting member.
Unilateral Authority. If a lien is levied for a debt which did not have the consent of all co-membership(s), it shall be grounds for dissolution of the co-membership of that person. The costs required to satisfy the lien shall come out of the share of that co-member(s).
Unilateral Authority. No co-owner shall, without the consent of the others, contract or obligate the co-ownership to the payment of any sum of money in excess of $50.00. No co-owner shall, without the consent of the others, suffer any lien to be levied against the aircraft or other co-ownership assets in excess of $100.00 If a lien is levied for a debt which did not have the consent of all co-owners, it shall be grounds for dissolution of the co-ownership. At the option of the non-consenting co-owners, the costs required to satisfy the lien shall come out of the share of the consenting co-owner.
Unilateral Authority. 20.1.2. Consensual Amendment........................................ 20.1.3.
Unilateral Authority. 6.4.1 Notwithstanding anything contained herein to the contrary, the following matters may be effected by the unilateral approval or action of the PB Member, acting alone and without the approval of any other Member:
(a) Subject to Section 10.12, the termination and replacement of the Company’s auditor and tax advisor firm/preparer of tax returns and Schedules K-1 in the event such a termination or replacement is necessary to have any such firm and the firm performing such functions for PB REIT to be one and the same; provided, however the PB Member may not appoint an auditor or tax advisor/preparer other than PKF or KPMG without the joint approval of the ▇▇▇▇▇▇▇ Member; and
(b) the termination “for cause” of any Hotel Management Agreement in accordance with and pursuant to the terms thereof, it being understood however that the applicable Hotel Manager may avail itself of all remedies and defenses provided for or contemplated in the applicable Hotel Management Agreement; and
(c) the exercise of any right or remedy, or the taking of any action on behalf of the Company, under any Pledge Agreement.
6.4.2 Notwithstanding anything contained herein to the contrary, the ▇▇▇▇▇▇▇ Member, acting alone and without the approval of any other Member, will have the unilateral and exclusive right, subject to any applicable procedural requirements contained in that certain Reimbursement and Indemnity Agreement, dated as of the date hereof, by and among ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Indemnity Agreement”), to make any change to the zoning designation or certificate of occupancy of any of the Existing Hotels, to contest any violation of zoning laws or claim with respect to the certificate of occupancy that may be alleged by any Governmental Authority with respect to any of the Existing Hotels or to mitigate the effect of any violation of zoning laws or claim with respect to the certificate of occupancy and supervise, manage, direct the defense of, compromise, pay, litigate, arbitrate, adjust, negotiate, settle or take any action whatsoever related thereto, if (i) the Denihan Member has a potential or actual indemnification obligation pursuant one or more of those certain recourse carveout guarantees set forth on Schedule 6.4.2 hereof (collectively, the “Carveout Guarantees”) for lost income during the period that any Existing Hotel is closed as a result of its certificate of occupancy not bein...