Reasonable Discretion Sample Clauses

Reasonable Discretion. As applied to this Agreement and the Loan Documents, Lender shall be deemed to have exercised reasonable discretion or shall be deemed to have given its reasonable consent if Lender's actions are consistent with the standard of care that Lender employs in connection with its exercise of rights and remedies with other borrowers and loans of similar structure, size, complexity and number of facilities.
Reasonable Discretion. If any provision of the Agreement grants the Company the right of approval or requires the Company's consent, such discretion or consent will be subject to the standard of reasonableness.
Reasonable Discretion. Whenever a party to this Agreement is to exercise any right granted hereunder in its discretion, such exercise of discretion shall be in a reasonable manner, unless the agreement specifically describes that a different standard of exercising that discretion shall apply.
Reasonable Discretion. In each case where applicable under this Financing Agreement, the exercise of the Agent’s “reasonable discretion” or “reasonable judgment” or words of similar import shall be viewed from the perspective of a secured asset-based lender, acting in accordance with its customary practices.
Reasonable Discretion. It is understood by both parties that the services provided by K12 under this Agreement will be provided to the extent deemed necessary and appropriate by K12 in its professional judgment and discretion to satisfy the requirements of Applicable Law, the Charter and the Sponsor’s and the Academy’s policies.
Reasonable Discretion. On or prior to the Effective Date and thereafter prior to the expiration of any of the policies providing the coverages described herein, Tenant shall provide Landlord with copies of all certificates of such coverage for the insurance coverages referenced in this Section 6. All commercial general liability and umbrella liability or excess liability policies (except as to the property policy) shall designate Landlord and any mortgagee reasonably designated by Landlord as an additional insured. Any such coverage for additional insureds shall be primary and non-contributory with any insurance carried by Landlord or any other additional insured hereunder. All property insurance policies shall name Landlord (and Landlord’s lender if so requested by Landlord) as an additional named insured or as a loss payee as Landlord’s interests may appear, and shall provide that all losses shall be payable as herein provided. Tenant shall request to its insurer(s) that all such policies of insurance shall provide that the amount thereof shall not be reduced and that none of the provisions, agreements or covenants contained therein shall be modified or canceled by the insuring company or companies without thirty (30) days prior written notice being given to Landlord; provided, however, the failure of any policies to include the foregoing requirements of this sentence shall not be a default under this Lease. Such policy or policies of insurance shall also cover loss or damage to Tenant’s Property, and the insurance proceeds applicable to Tenant’s Property shall not be paid to Landlord or any mortgagee but shall accrue and be payable solely to Tenant. In the event of a casualty, Tenant shall be responsible for any deficiency between the replacement cost of the Premises and the amount actually paid by the insurance company, provided, however, that if this Lease terminates in accordance with Section 8, Tenant shall not be responsible for rebuilding the Premises or any cost thereof, and any amounts received by the insurance company shall remain with Tenant.
Reasonable Discretion. It is understood by both parties that the services provided by K12 under this Agreement will be provided to the extent deemed necessary and appropriate by K12 in its professional judgment and discretion to satisfy the requirements of Applicable Law, the Charter and the Sponsor’s and the Academy’s policies, provided that those policies are made known to the Head of School in writing either by virtue of the Head of School being in attendance at the meeting of the Governing Authority at which they were passed or by delivery to the Head of School. The Parties understand and agree that pursuant to Applicable Law, policies cannot be approved in executive session. For the sake of clarity, an Academy policy cannot and does not revise or amend any express terms of this Agreement.
Reasonable Discretion. To the extent the Main Agreement permits Contractor to undertake any action, or refrain from undertaking any action, in the exercise of Contractor’s discretion, or based on any belief held by Contractor, Contractor shall exercise its discretion only in a good faith reasonable manner and shall act on its beliefs only if Contractor has a reasonable good faith basis for those beliefs.

Related to Reasonable Discretion

  • Sole Discretion The foregoing conditions are for the sole benefit of Aptiv and shall not give rise to or create any duty on the part of Aptiv or the Aptiv Board to waive or not waive such conditions or in any way limit Aptiv’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in such Article. Any determination made by the Aptiv Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3 shall be conclusive.

  • Discretion 12.1 May not allow card transactions Without prejudice to any of our rights and remedies, we are entitled to, at any time in our reasonable discretion and without giving any reason or notice, refuse to approve any proposed card transaction notwithstanding that the current balance, if the proposed card transaction was debited to the card account, would not have exceeded the combined credit limit.

  • Knowledge; Discretion All references herein to a Purchaser’s or the Company’s knowledge shall be deemed to mean the knowledge of such party based on the actual knowledge of such party’s Chief Executive Officer and Chief Financial Officer or such other persons holding equivalent offices. Unless specified to the contrary herein, all references herein to an exercise of discretion or judgment by a Purchaser, to the making of a determination or designation by a Purchaser, to the application of a Purchaser’s discretion or opinion, to the granting or withholding of a Purchaser’s consent or approval, to the consideration of whether a matter or thing is satisfactory or acceptable to a Purchaser, or otherwise involving the decision making of a Purchaser, shall be deemed to mean that such Purchaser shall decide using the reasonable discretion or judgment of a prudent lender.

  • District’s Sole Discretion District in its sole discretion may terminate this Contract for any reason on 30 days’ written notice to Contractor.

  • Good Faith and Commercially Reasonable Manner Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner.

  • Reasonable Repairs a. We will pay the reasonable cost incurred by you for the necessary measures taken solely to protect covered property that is damaged by a Peril Insured Against from further damage.

  • Committee Discretion The Committee has full discretion with respect to any actions to be taken or determinations to be made in connection with this Agreement, and its determinations shall be final, binding and conclusive.

  • Lender’s Discretion Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive.

  • Administrator Discretion The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator.

  • Board Discretion Whenever in this Agreement or any other agreement to which the Company is a party the Board (or any committee thereof) is permitted or required to take any action or to make a decision or determination, the Board (or such committee) shall take such action or make such decision or determination in its sole discretion, unless another standard is expressly set forth herein or therein. Whenever in this Agreement or any other agreement contemplated herein the Board (or any committee thereof) is permitted or required to take any action or to make a decision or determination in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, each Manager shall be entitled to consider such interests and factors as such Manager desires (including, the interests of such Manager’s affiliates, employer, partners and their affiliates).