Controllable Management Decision definition

Controllable Management Decision means the taking or omission of action by the Manager or any Person acting under the direct or indirect management or control of, or otherwise on behalf of, the Manager (but excluding any vendors or Outside Advisers selected with due care by the Manager except to the extent that such Person takes or omits to take an action on behalf of the Manager or the Company in accordance with the express instructions of the Manager (other than Qualified Instructions)), but excludes the taking or omission of action by the Manager or any such Person (i) with the prior approval of the Class B Members and/or the Class C Members pursuant to Section 7.2, Section 7.3, Section 7.3A or Section 7.4 hereof, as applicable, or (ii) to the extent due or in response to, or as a result of, (A) any change in Law applicable to the Manager, any such Person, the Company or NUR to the extent that the Manager or such Person acted in accordance with Good Industry Practice in an effort to mitigate the effects of such Change in Law on the Company, (B) any events or circumstances not reasonably foreseeable or controllable by the Manager or any such Person to the extent that the Manager or such Person acted in accordance with Good Industry Practice in an effort to mitigate the effects of such events or circumstances on the Company, (C) any events or circumstances not contemplated in the Annual Budget that are reasonably foreseeable and controllable by the Manager or any such Person to the extent that the Manager or such Person acted in accordance with Good Industry Practice in an effort to mitigate the effects of such events or circumstances on the Company, or (D) any actions or omissions of any Governmental Authority applicable to the Manager, any such Person, the Company or NUR, to the extent that the Manager or such Person acted in accordance with Good Industry Practice in an effort to manage relations with such Governmental Authority.
Sample 1
Controllable Management Decision means any action or omission by the Managing Member or any member or Person acting on behalf of the Managing Member, other than as a result of (1) changes in law, and (2) actions of regulators, provided, that the exception described in clause (2) shall not apply if the Managing Member shall have failed to manage the relations of OEUC or PGE with any such regulators in accordance with good utility practices.
Sample 1
Controllable Management Decision means the performance of, failure to perform, taking or the failure to take any action by the General Partner or any other Person acting under the direct or indirect management or control of the General Partner; provided, however, that the following events shall not constitute “Controllable Management Decisions”: (A) the effects on financial results due to changes in law, (B) actions of regulators applicable to the Holding Company, the Operating Company or their Subsidiaries, (C) changes in demand for utility services and (D) other similar factors beyond the control of management, provided that, with respect to clauses (A) through (D), the Holding Company (or any successor to the Holding Company as the controlling shareholder of its consolidated Subsidiaries) shall not have failed to cause its Subsidiaries to manage its relations with the regulators in accordance with Good Utility Practices.
Sample 1

Related to Controllable Management Decision

  • Uncontrollable Force means any cause beyond the control of the Borrower, including: (a) a hurricane, tornado, flood or similar occurrence, landslide, earthquake, fire or other casualty, strike or labor disturbance, freight embargo, act of a public enemy, explosion, war, blockade, terrorist act, insurrection, riot, general arrest or restraint of government and people, civil disturbance or similar occurrence, sabotage, or act of God (provided that the Borrower shall not be required to settle any strike or labor disturbance in which it may be involved) or (b) the order or judgment of any federal, state or local court, administrative agency or governmental officer or body, if it is not also the result of willful or negligent action or a lack of reasonable diligence of the Borrower and the Borrower does not control the administrative agency or governmental officer or body; provided that the diligent contest in good faith of any such order or judgment shall not constitute or be construed as a willful or negligent action or a lack of reasonable diligence of the Borrower.

  • Uncontrollable Forces means any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions.

  • Flood-related erosion area management means the operation of an overall program of corrective and preventive measures for reducing flood-related erosion damage, including but not limited to emergency preparedness plans, flood-related erosion control works and floodplain management regulations.

  • Construction Change Directive means a written order prepared by Owner Parties and signed by Owner directing Contractor to perform a change in the Work prior to agreeing to a change, if any, to the Contract Time, schedule of performance of the Work, Contract Sum, or Contractor’s compensation.

  • Construction activity means any clearing, grading or excavation associated with large construction activity or associated with small construction activity.

  • Uncontrollable Circumstance means any act, event or condition that is:

  • Cost Overrun means an obligation exceeding the maxi- mum capital expenditure authorized by an approval.

  • Controllable Operating Expenses means all Operating Expenses except property taxes and assessments, capital expenditures that are reasonably required, costs for repairs and maintenance (excluding preventative maintenance), utility charges, insurance charges, costs of services provided under a union contract, payments under covenants, conditions and restrictions or to an owners’ association and costs associated with repairs due to casualty, vandalism or other cause outside of Landlord’s reasonable control.

  • Cost outlier means cases which have an extraordinarily high cost as established in 79.1(5)“f,” so as to be eligible for additional payments above and beyond the initial DRG payment.

  • Construction-manager-at-risk means a project delivery method in which:

  • Utilization management section means “you or your authorized representative.” Your representative will also receive all notices and benefit determinations.

  • Change Management means the add-on module to the Programs that enables engineers to define network changes through one or more configuration templates. Those network changes can be applied to multiple devices and executed/rolled back automatically. The Change Management module enables engineers to verify the impact of the changes across the network to help ensure a safer change process.

  • Controllable Expenses means all expenses, other than Uncontrollable Expenses, incurred by the Company or any Subsidiary of the Company with respect to the Property.

  • non-audit services means services other than audit services.

  • Non-Administrator Dialysis Facility means a Dialysis Facility which does not have an agreement with the Claim Administrator or another Blue Cross and/or Blue Shield Plan but has been certified in accordance with the guidelines established by Medicare.

  • Planned special exposure means an infrequent exposure to radiation, separate from and in addition to the annual occupational dose limits.

  • Operational Control means Security monitoring, adjustment of generation and transmission resources, coordinating and approval of changes in transmission status for maintenance, determination of changes in transmission status for reliability, coordination with other Balancing Authority Areas and Reliability Coordinators, voltage reductions and load shedding, except that each legal owner of generation and transmission resources continues to physically operate and maintain its own facilities.

  • Targeted case management means services that assist a beneficiary to access needed 2 medical, educational, social, prevocational, vocational, rehabilitative, or other community services. The 3 service activities may include, but are not limited to, communication, coordination and referral;

  • Area Control Error or “ACE” shall mean the instantaneous difference between a Balancing Authority’s net actual and scheduled interchange, taking into account the effects of Frequency Bias and correction for meter error.

  • Contingency operation means a military operation that results in the call or order to, or retention on, active duty of members of the uniformed services during a war or during a national emergency declared by the President or Congress.

  • Network Operating Committee means a group made up of representatives from the Network Customer(s) and the Transmission Provider established to coordinate operating criteria and other technical considerations required for implementation of Network Integration Transmission Service under Tariff, Part III.

  • Base Load Generation Resource means a Generation Capacity Resource that operates at least 90 percent of the hours that it is available to operate, as determined by the Office of the Interconnection in accordance with the PJM Manuals.

  • Construction Period means the period commencing from the Appointed Date and ending on the date of the Completion Certificate;

  • System Operating Limit or “SOL” shall mean the value (such as MW, MVAR, Amperes, Frequency, or Volts) that satisfies the most limiting of the prescribed operating criteria for a specified system configuration to ensure operation within acceptable reliability criteria.

  • Case management means a care management plan developed for a Member whose diagnosis requires timely coordination. All benefits, including travel and lodging, are limited to Covered Services that are Medically Necessary and set forth in the EOC. KFHPWA may review a Member's medical records for the purpose of verifying delivery and coverage of services and items. Based on a prospective, concurrent or retrospective review, KFHPWA may deny coverage if, in its determination, such services are not Medically Necessary. Such determination shall be based on established clinical criteria and may require Preauthorization.

  • Construction Budget means the fully-budgeted costs for the acquisition and construction of a given parcel of real property (including, without limitation, the cost of acquiring such parcel of real property, reserves for construction interest and operating deficits, tenant improvements, leasing commissions, and infrastructure costs) as reasonably determined by the Parent in good faith.