Business Judgment. The parties hereto recognize, and any mediator or judge is affirmatively advised, that certain provisions of this Agreement describe the right of Licensor to take (or refrain from taking) certain actions in the exercise of its assessment of the long-term best interests of hotels using the System, considering the interests of the System overall. Where such decisions have been taken by Licensor and are supported by the business judgment of Licensor, neither a mediator nor a judge nor any other person reviewing such decisions shall substitute his, her or its judgment for the judgment so exercised by Licensor.
Business Judgment. Nothing contained herein shall in any way limit, restrict or interfere with the determination of the officers and directors of the Company and/or ADP as to the manner in which the Company shall be run.
Business Judgment. The Managers and the Members shall be entitled to rely on information, opinions, reports or statements, including but not limited to financial statements or other financial data prepared or presented by: (i) any one or more Members, Officers or employees of the Company whom the Member reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the person's professional or expert competence, or (iii) a committee of Members on which he or she does not vote if the Member reasonably believes the committee merits confidence.
Business Judgment. In any circumstance where this Agreement provides for either Party to make a determination in its judgment, that judgment will be conclusive and binding, regardless of any allegation of malice or bad faith on the part of that Party, unless it be shown by clear and convincing evidence that a prudent person in the management of his or her own affairs could not have made the judgment in question in the same circumstances.
Business Judgment. Santarus will be entitled to exercise prudent and reasonable business judgment in the manner in which it meets its due diligence obligations hereunder. In no case, however, will Santarus be relieved of its obligations to meet the due diligence provisions of this Article 5. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
Business Judgment. ʺBusiness Judgmentʺ means that Franchisor is allowed to exercise its judgment however Franchisor believes is appropriate in a given circumstance without limitation, subject to the use of that discretion in any reasonable way as more fully described in this Section 22.5. .Notwithstanding any provision in this Agreement to the contrary, Franchisee and the Owners acknowledge and agree that:
Business Judgment. In voting and otherwise acting as a member of the board of directors of any PA, Shareholder shall act in good faith, in a manner Shareholder reasonably believes to be in the best interests of such PA, and with such care as an ordinarily prudent person in a like position would use in similar circumstances.
Business Judgment. LUNG RX's obligation to conduct a Development Program specified in Section 9.2 above and its obligation to market a Product in a country of the Territory upon obtaining Registration are expressly conditioned on the continuing absence of any event or condition (such as, but not limited to, a regulatory action affecting the Product or the existence of
Business Judgment. Prometheus will be entitled to exercise prudent and reasonable business judgment in the manner in which it meets its due diligence obligations hereunder. In no case, however, will Prometheus be relieved of its obligations to meet the due diligence provisions of this Article 4 (Due Diligence).
Business Judgment. The School hereby agrees, in the exercise of its business judgment, that the economic arrangement included herein, including the K12 Fee Credits and fees payable to K12 hereunder are reasonable, necessary, and fair compensation for the Educational Products and Services provided for the Term, particularly in light of the Agreement’s provision requiring K12 to provide assurance of the School’s financial solvency to the extent set forth in Section 4 of this Agreement.
