Sole and Absolute Discretion definition

Sole and Absolute Discretion means that, when the Agreement allows the Lender to act or not act in its sole and absolute discretion (whether or not those terms are capitalized), then:
Sole and Absolute Discretion has the meaning set forth in Section 7.8.
Sole and Absolute Discretion means in the sole, absolute and subjective discretion of the relevant Person, which discretion may be exercised unreasonably.

Examples of Sole and Absolute Discretion in a sentence

  • The General Partner shall have the right to seek to revoke any such election (including, without limitation, any election under Code Sections 461(h) and 754) upon the General Partner's determination in its Sole and Absolute Discretion that such revocation is in the best interests of the Partners, provided, however, with respect to the revocation of a Code Section 754 election, the Consent of the Xxxxxxx Limited Partners shall be required, such consent not to be unreasonably withheld or delayed.

  • Without the written consent of the General Partner, which written consent may be withheld in its Sole and Absolute Discretion, (a) Xxxxxxx, Inc.

  • No Other Limited Partner shall Transfer all or any portion of its Partnership Interest to any transferee without the written consent of the General Partner, which written consent may be withheld in its Sole and Absolute Discretion.

  • At the request of any Limited Partner, the General Partner agrees to inform such Limited Partner regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns and to promptly provide each Partner with a copy of any and all such returns; provided, however, that the filing of such returns shall be in the Sole and Absolute Discretion of the General Partner.

  • If the General Partner, in its Sole and Absolute Discretion, does not consent in writing to the admission of any transferee of a Limited Partner as a Substituted Limited Partner, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement.

  • A transferee of the interest of a Limited Partner may be issued Partnership Unit Certificates and admitted as a Substituted Limited Partner only with the written consent of the General Partner, which consent may be withheld in its Sole and Absolute Discretion.

  • The General Partner may, at any time and from time to time, determine that the Partnership requires additional funds ("ADDITIONAL FUNDS") for the acquisition or development of additional Properties, for the redemption of Partnership Units or for such other purposes as the General Partner may determine, in its Sole and Absolute Discretion.

  • Except as expressly set forth in Article 15, no Person, including, without limitation, any Partner or Assignee, shall have any preemptive, preferential, participation or other similar right or rights to subscribe for or acquire any Partnership Interest; provide that, subject to Section 4.2(c), the General Partner shall have the right to grant any such right in its Sole and Absolute Discretion.

  • The taking of any action and the incurring of any expense by the tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the Sole and Absolute Discretion of the tax matters partner and the provisions relating to indemnification of the General Partner set forth in Section 7.7 hereof shall be fully applicable to the tax matters partner in its capacity as such.

  • The hiring of the initial and any subsequent general manager, controller, and director of sales and marketing of the Hotel shall be subject to the prior approval of Owner in its Sole and Absolute Discretion.


More Definitions of Sole and Absolute Discretion

Sole and Absolute Discretion means that a Party to this Agreement entitled to exercise its “Sole and Absolute Discretion” may exercise such discretion for any reason or for no reason.
Sole and Absolute Discretion or “discretion” or under a grant of similar authority or latitude, the person shall be entitled to consider any interests and factors as it desires, including its own interests, or (ii) in its “good faith” or under another express standard, the person shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.

Related to Sole and Absolute Discretion

  • Active NFFE means any NFFE that meets any of the following criteria:

  • Gross beta particle activity means the total radioactivity due to beta particle emission as inferred from measurements on a dry sample.

  • investment services and activities means any of the services and activities listed in Section A of Annex I relating to any of the instruments listed in Section C of Annex I;

  • Applicable Period See Section 2(b) hereof.

  • Written Testing-the-Waters Communications means any Testing-the-Waters Communication that is a Written Communication.

  • Instrumental activities of daily living or “IADL” means tasks consisting of housekeeping, laundry, shopping, transportation, medication management and meal preparation.

  • Permitted Activities The primary activities of the trust created pursuant to this Agreement which shall be:

  • Extraordinary unspecifiable services means services which are specialized and qualitative in nature requiring expertise, extensive training and proven reputation in the field of endeavor.

  • Extremely Low Income means a household earning less than 30 percent of area median income pursuant to Health and Safety Code, section 50105.

  • Maximum Emergency means the designation of all or part of the output of a generating unit for which the designated output levels may require extraordinary procedures and therefore are available to the Office of the Interconnection only when the Office of the Interconnection declares a Maximum Generation Emergency and requests generation designated as Maximum Emergency to run. The Office of the Interconnection shall post on the PJM website the aggregate amount of megawatts that are classified as Maximum Emergency.

  • Instrumental activities of daily living (IADL) means routine activities performed around the home or in the community and includes the following:

  • ABR Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR”.

  • Written Testing-the-Waters Communication means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

  • Outside North America For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed. The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

  • Base Rate Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR”.

  • Automatic Route Selection (“ARS”) is a service feature associated with a specific grouping of lines that provides for automatic selection of the least expensive or most appropriate transmission facility for each call based on criteria programmed into the system.

  • Service-disabled veteran-owned business means a service-disabled veteran-owned business located in the State of Tennessee that satisfies the criteria in Tenn. Code. Ann. § 12-3-1102(8). "Service-disabled veteran" means any person who served honorably in active duty in the armed forces of the United States with at least a twenty percent (20%) disability that is service-connected, i.e., the disability was incurred or aggravated in the line of duty in the active military, naval or air service.

  • Reasonable Additional Expenses means expenses for meals, taxi fares, essential telephone calls, local transportation, and lodging which are necessarily incurred as the result of Trip Delay and which are not provided by the Common Carrier or any other party free of charge.

  • Covered Activities means those land uses and conservation and other activities described in Chapter 2.3 of the HCP/NCCP to be carried out by the Conservancy or its agents that may result in Authorized Take of Covered Species during the term of the HCP/NCCP, and that are otherwise lawful.

  • Extremely low-income household means a single person,

  • Interscholastic Activities means athletic or non-athletic/academic activities where students compete on a school vs. school basis.

  • Competitive negotiation means a procedure for contracting for supplies, materials, equipment or contractual services, in which proposals are solicited from qualified suppliers by a request for proposals, and changes may be negotiated in proposals and prices after being submitted.

  • Testing-the-Waters Communication means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.

  • Funded Activities means the activities set out in the Grant Offer Letter and Annex 2 of these Conditions; General Data Protection Regulation and GDPR means the General Data Protection Regulation (EU) 2016/679; Grant means the sum or sums that DWP will pay to the Grant Recipient in accordance with clause 4 and subject to the provisions set out at clause 22.

  • CAFRA Centers, Cores or Nodes means those areas with boundaries incorporated by reference or revised by the Department in accordance with N.J.A.C. 7:7-13.16.

  • Competitive Real Estate Commission means a real estate or brokerage commission for the purchase or sale of property that is reasonable, customary, and competitive in light of the size, type, and location of the property.