Binding Determinations. The Agent shall proceed in good faith to make any determination which is required in order to apply this Agreement and, once made, such determination shall be final and binding upon all parties, except in the case of manifest error.
Binding Determinations. Any action taken by, or inaction of, the Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time.
Binding Determinations. The Finnvera Facility Agent shall proceed in good faith to make any determination which is required in order to apply the Credit Agreement and, once made, such determination shall be final and binding upon all parties, except in the case of manifest error.
Binding Determinations. Any action taken by or inaction of the Company, the Board or the Committee relating or pursuant to this Plan shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. No member of the Board or Committee, or officer of the Company, shall be liable for any such action or inaction of the entity or body, of another person or, except in circumstances involving bad faith, of himself or herself. Subject only to compliance with the express provisions hereof, the Board and Committee may act in their absolute discretion in matters within their authority related to this Plan.
Binding Determinations. All determinations, calculations and adjustments made by any Agent will be made in conjunction with the Issuer and will, in the absence of manifest error, be conclusive in all respects and binding upon the Issuer and all Holders.
Binding Determinations. Any action taken by, or inaction of, the Corporation relating or pursuant to this Agreement shall be within the absolute discretion of the Corporation and shall be conclusive and binding upon all persons.
Binding Determinations. Unless expressly provided in this Agreement to the contrary, any determination or calculation to be made pursuant to the terms of this Agreement shall be made in the sole and absolute discretion of the Company, and Consultant agrees that such determination or calculation shall be binding upon him, his successors and assigns.
Binding Determinations. All determinations and calculations made by the Security Trustee for the purpose of the performance of the Security Trustee Services and the enforcement of the security interests granted to it hereunder shall, in the absence of manifest error, be a disputable presumption (widerlegbare Vermutung) in all respects and binding upon the Clearing Member and each of the Secured Parties. In making any determinations or calculations in accordance with this Agreement the Security Trustee may rely on any information given to it by the Clearing Member and the Secured Parties without being obliged to verify the accuracy of such information.
Binding Determinations. The determinations of the Steering Committee shall be binding on the Parties with respect to the conduct of the Research Programs but the Steering Committee will not have any power to amend, modify or waive the terms of this Agreement or bind the Parties in any other respect. For the avoidance of doubt, without limitation, the Steering Committee will not have any power to require Benitec to enter agreements with third parties or acquire particular services, to change the fundamental objectives of the Research Programs or to otherwise suspend or delay the Research Programs. The Steering Committee will be composed of two scientific representatives from each of Nant and Benitec, or such other number as the Parties may agree. All determinations of the Steering Committee will be made by majority vote but in the case of deadlock a tiebreaking vote (“Tiebreaker Vote”) shall be determined as follows; (i) the Nant representatives shall have the Tiebreaker Vote until such time as the Program Costs equal or exceed the Nant Tranche 2 Investment Amount (and, for the avoidance of doubt, if there is no Nant Tranche 2 Investment Amount, then the Benitec representatives shall have the Tiebreaker Vote) and; (ii) thereafter the Benitec representatives shall have the Tiebreaker Vote. For the avoidance of doubt, a Party exercising a Tiebreaker Vote will act in good faith, in accordance with the remit of and so as to discharge the obligations of the Steering Committee and in the interests of pursuing the Research Programs in a commercially viable manner.
Binding Determinations. All determinations and calculations made by the Trustee shall, in the absence of manifest error, be final and binding (unwiderlegbare Vermutung) in all respects and binding upon the Issuer and each of the Secured Parties. In making any determinations or calculations in accordance with this Agreement the Trustee may rely on any information given to it by the Issuer and the Secured Parties without being obliged to verify the accuracy of such information.
