Administrative Amendments Sample Clauses

Administrative Amendments. Notwithstanding the provisions of section 4.4 hereof, the Parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of Patch and Exchangeco, provided that the board of directors of each of Patch and Exchangeco shall be of the good faith and reasonable opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of Patch and Exchangeco, it may be expedient to make, provided that each such board of directors shall be of the good faith and reasonable opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to Patch and Exchangeco are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each of Patch and Exchangeco shall be of the good faith and reasonable opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Administrative Amendments. Notwithstanding the provisions of Section 11.1, the parties to this Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the Board of Directors of each of CallCo and AcquisitionCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of CallCo and AcquisitionCo and in the opinion of the Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that such Boards of Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or (c) making such changes or corrections which, on the advice of counsel to USCo, CallCo, AcquisitionCo and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee, acting on the advice of counsel, and the Board of Directors of AcquisitionCo shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.

Administrative Amendments. Subject to the Payment Limit, only the Payment Provisions and the Project Work Program may be amended by a written administrative amendment executed by the Contractor and the Agency Executive Director or his Designee, provided that such administrative amendments may not materially change the Payment Provisions or the Project Work Program.

Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by Contractor and the County Administrator (or designee), subject to any required state or federal approval, provided that such administrative amendment may not materially change the Payment Provisions or the Service Plan.

Administrative Amendments. All amendments to this Amended Agreement that are not Substantial Amendments shall be Administrative Amendments and shall not require a public hearing or recommendation of the Planning Commission prior to execution by the parties of such an amendment. The Director shall be empowered by the BCC to make all final administrative amendment decisions.

Administrative Amendments. Notwithstanding Section 5.02(a) above, any amendment to this Agreement which does not relate to (1) the Term, uses other than those permitted by the Planned Development, (2) provisions for reservation and dedication of land, or conditions, terms, restrictions, and requirements relating to subsequent discretionary actions, (3) monetary contributions agreed to by Developer pursuant to this Agreement, or (4) changes to any condition set forth in the Conditions of Approval, may be determined by the Community Development Director to be an Administrative Amendment and if so, shall be processed pursuant to Section 5.01(a) above. A memorandum shall be recorded to reflect such Administrative Amendment.

Administrative Amendments. Upon the request of Developer for an amendment or modification or suspension of any Project Approval, the City Manager or his/her designee in consultation with the City Attorney shall make a written determination as to whether the requested amendment or modification or suspension is a “minor adjustment” and shall make such a minor adjustment if (i) it is not above the minor ten percent (10%) increase permitted in the MSASP as described in Section 6.4.2; and/or (ii) substantially conforms with the material terms of this Development Agreement and the Applicable Rules. If the City Manager or his/her designee makes such written determinations, the amendment or modification shall be determined to be an “Administrative Amendment,” and the City Manager or his/her designee may approve the Administrative Amendment, without public notice or a public hearing. In those instances where the City Manager determines (i) the modification is above the minor ten percent (10%) increase permitted in the MSASP as described in Section 6.4.2 and (ii) believes an application for such an Administrative Amendment would not be a minor adjustment or may generate unusual public interest or may generate policy issues, the City Manager may refer the application to the City Council for review and action. The City Manager shall have the discretion as to whether each decision made by the City Manager or pursuant to delegated authority in accordance with this Section shall be voted on by the City Council, Planning Commission, or shall be placed as an information item on the City Council’s agenda, together with a summary of the Administrative Record. In the event that the City Manager has decided that a certain decision shall be placed on the agenda as an information item, and the City Manager thereafter receives a written request for a City Council hearing and action by any member of the City Council or member of the public any time during the review process, then the Administrative Amendment shall be set for City Council hearing and action. Provided that the City Manager believes that such modifications do not conflict with the MSASP and the Project Approvals, minor alterations, including without limitation, the number of additional units and bedroom mix of units that can be built within the approved project residential building envelopes and that are within the number of residential units allowed in the MSASP with requisite parking, vehicle circulation patterns or vehicle access points, mi...

Administrative Amendments. The SBCAG Executive Director, or designee, is authorized to make immaterial amendments to the MOU such as updating the Designated Representatives, updating addresses for notices, or other clerical error corrections which will not result in a material change to the MOU, Statement of Work, or total MOU amount, in accordance with the amendment provision in this MOU and upon review and concurrence by legal counsel. This Memorandum of Understanding is entered into in Santa Barbara County and shall be effective when fully executed by the PARTIES. <.. image(Logo, company name Description automatically generated) removed ..> A Joint Powers Authority ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date Chair, SBCAG Board of Directors ATTEST: ▇▇▇▇▇▇ ▇▇▇▇ Executive Director Clerk of the Board APPROVED AS TO FORM: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ County Counsel Deputy County Counsel This Memorandum of Understanding is entered into in Santa Barbara County and shall be effective when fully executed by the PARTIES. ▇▇▇▇ ▇▇▇▇▇ Chair Date: ▇▇▇▇▇ ▇▇▇▇▇▇▇ General Manager Santa ▇▇▇▇▇▇▇ Metropolitan Transit District In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the parties pursuant to California Government Code Section 895.6, the parties agree that all losses or liabilities incurred by a party shall not be shared pro rata but instead all parties agree that pursuant to California Government Code Section 895.4, each of the parties hereto shall fully indemnify and hold each of the other parties, their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by California Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this MOU. No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such other parties under this MOU.

Administrative Amendments. Upon the written request of the Developer, the Community Development Director or his or her designee (the "Community Development Director") shall determine: (1) whether the requested amendment or modification (the "Project Approval Amendment") is minor, as determined by the Community Development Director in his or her reasonable discretion; and (2) whether the requested Project Approval Amendment is consistent with this Agreement. If the Community Development Director finds that the Project Approval Amendment is both minor and consistent with this Agreement, the Project Approval Amendment shall be determined to be an "Administrative Amendment," and the Community Development Director shall approve the Administrative Amendment without a public hearing, and this Agreement and its pertinent exhibits shall be automatically amended without further action by the Parties. Notwithstanding the foregoing, no administrative amendment will be effective until after thirty (30) days notice to the City Council and posting in the same manner as agendas. If any member of the City Council requests consideration of such an amendment within the 30-day notice period, then the administrative amendment will not be effective unless there is a final determination approving it. In the event the Council requests consideration of an administrative amendment, staff will agendize the matter for Council discussion within 30 days of such request. This 30-day notice provision shall not apply to time-sensitive decisions during construction. In such a case, time-sensitive administrative amendments will be effective upon approval by the Community Development Director, and the City Council shall be given notice following the Community Development Director's decision.