Discretion of Board. The Board, in its sole discretion, acting in good faith, shall determine all matters and questions relating to Termination of Employment, including, but not by way of limitation, whether a Termination of Employment was voluntary or involuntary or resulted from a Constructive Discharge or discharge for Cause, and all questions of whether particular leaves of absence constitute Termination of Employment.
Discretion of Board. Where the Board is granted discretion in the administration of the system, the Board may adopt formal policies and standards. In such case, it shall seek the advice of the Townships concerning such policies and standards and shall notify the Townships of such policies and standards promptly after adoption.
Discretion of Board. The Board may interpret, construe, and administer this Agreement in its discretion and no member of the Board shall be liable to any person for any action taken or omitted in connection herewith except for his own willful misconduct or lack of good faith.
Discretion of Board. Upon compliance with, and subject to, the requirements for negotiation under this Article 7, the Company’s Board of Directors shall accept or reject any offer or proposal by RealSelect or a Third Party, in accordance with such Board’s view of the best interests of the Company and its shareholders. For such purposes, the Company shall primarily consider financial factors, but is not precluded from secondarily considering other factors that it also deems relevant.
Discretion of Board. Notwithstanding the provisions of Section 11.03(c) that require the liquidation of the assets of the Company, but subject to the order of priorities set forth in Section 11.03(c), if upon dissolution of the Company the Board reasonably determines that an immediate sale of part or all of the Company’s assets would be impractical or could cause undue loss to the Members, the Board may defer the liquidation of any assets except those necessary to satisfy Company liabilities and reserves, and may, with the consent of all of the Members, distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 11.03(c), undivided interests in such Company assets as the Board deems not suitable for liquidation. Any such distribution in kind shall be subject to such conditions relating to the disposition and management of such properties as the Board deems reasonable and equitable and to any agreements governing the operation of such assets at such time. For purposes of any such distribution, any property to be distributed will be valued at its Fair Market Value.
