Exercise of Discretion Sample Clauses

Exercise of Discretion. 乙方行使甲方所賦予之權限，為甲方之利益做成投資決定。甲方及乙方同意並認知下列事項： The Investment Manager exercises the discretion granted by the Bureau to make investment decisions in the Bureau’s interest alone. The Bureau and the Investment Manager agree and acknowledge that: (a) 乙方不擔保受託基金之獲利，且乙方對於受託基金任何之損失、價值減損或損失不負責任，除非該等減損或損失係可歸責於乙方之故意、過失或詐欺。 (a) No warranty is given by the Investment Manager as to the profitability of the Fund and that the Investment Manager will not be responsible for any loss or decline or loss in value of any part of the Fund, unless such decline or loss is attributable to the Investment Manager’s negligence, willful or reckless misconduct, or fraud. (b) 乙方之一切作為應以受託基金之最大利益為考量，且乙方應以有信譽與經驗之專業基金管理人所應具備之注意義務及技術履行本契約之義務。

Exercise of Discretion. (a) To the extent that the Administrative Agent has the right to exercise discretion, make determinations or take actions pursuant to provisions of this Agreement and the other Financing Documents, the Administrative Agent hereby agrees that if, in any specific instance of exercising such discretion, making such determinations or taking such action, the Administrative Agent receives written instructions from the Majority Lenders, the Administrative Agent will exercise such discretion, make such determinations and take such actions in accordance with the written instructions from Majority Lenders in such instance with respect to the exercising of such discretion or the making of such determination. Notwithstanding the foregoing, each of the Lenders agree that until the Administrative Agent receives written instructions from Majority Lenders, the Administrative Agent may reasonably exercise discretion, make determinations and take actions and that the Administrative Agent shall have no obligation to seek any such written instructions. (b) To the extent that the Collateral Agent has the right to exercise discretion, make determinations or take actions pursuant to provisions of this Agreement and the other Financing Documents, the Collateral Agent hereby agrees that if, in any specific instance of exercising such discretion, making such determinations or taking such action, the Collateral Agent receives written instructions from the Administrative Agent, the Collateral Agent will exercise such discretion, make such determinations and take such actions in accordance with the written instructions of the Administrative Agent in such instance with respect to the exercising of such discretion or the making of such determination. Notwithstanding the foregoing, each of the Lenders and the Administrative Agent agree that until the Collateral Agent receives written instructions from the Administrative Agent, the Collateral Agent may reasonably exercise discretion, make determinations and take actions and that the Collateral Agent shall have no obligation to seek any such written instructions. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Exercise of Discretion. 乙方行使甲方所賦予之權限，為甲方之利益做成投資決定。甲方及乙方同意並認知下列事項： The Investment Manager exercises the discretion granted by the Bureau to make investment decisions in the Bureau’s interest alone. The Bureau and the Investment Manager agree and acknowledge that: (a) 乙方不擔保受託基金之獲利，且乙方對於受託基金任何之損失、價值減損或損失不負責任，除非該等減損或損失係可歸責於乙方之故意、過失或詐欺。 (a) No warranty is given by the Investment Manager as to the profitability of the Fund and that the Investment Manager will not be responsible for any loss or decline or loss in value of any part of the Fund, unless such decline or loss is attributable to the Investment Manager’s negligence, willful or reckless misconduct, or fraud. (b) 乙方之一切作為應以受託基金之最大利益為考量，且乙方應以有信譽與經驗之專業基金管理人所應具備之注意義務及技術履行本契約之義務。 (b) The Investment Manager shall at all times act in the best interest of the Fund and shall use such due diligence, care and skill as a reputable and experienced professional fund manager would in discharging its duties under this Agreement. (c) 乙方得代表乙方其他客戶買賣資產，即使該等資產與受託基金所買賣之資產類似，且乙方毋須另外對稅捐主管機關或其他主管機關陳報甲方對任何資產所持有之特定部位，但該等稅捐主管機關或其他主管機關以書面通知要求甲方為之者，不在此限。

Exercise of Discretion. Any reference in this Agreement to any discretion, power or right on the part of the Mortgages Trustee shall be as exercised by the Mortgages Trustee only as directed by the Beneficiaries but subject in each case to the provisions of the Mortgages Trust Deed.

Exercise of Discretion. Wherever a Party to this Agreement has discretion to make a decision, it shall be required that such discretion be exercised reasonably unless otherwise explicitly provided in the particular instance that such decision may be made in the Party’s “sole” or “absolute” discretion or where otherwise allowed by applicable law.

Exercise of Discretion. The parties recognize and agree that nothing in this Agreement is intended to nor shall be interpreted to limit the ability of the individual members of the City Council and the Board of Supervisors to exercise their discretion in whatever manner appropriate.

Exercise of Discretion. For all purposes hereunder, the Company (prior to the Effective Time) and the Company Board, as applicable, shall act, including with respect to the granting of any consent, permission or waiver or the making of any determination, only as directed by the Special Committee.

Exercise of Discretion. The term “power”, as used in this Section 1.9, shall be deemed to mean and include those things which the Trustee or a lawful delegatee thereof may or will in the future do or refrain from doing in the management, supervision and carrying out of the Trust created by this Trust Agreement in accordance with the terms hereof and Applicable Laws. Every power in this Trust Agreement or by law conferred on the Trustee or a lawful delegatee thereof shall be an absolute and uncontrolled power and no such Person shall be held liable for any loss or damage occurring as a result of such party concurring or failing to concur in the exercise of any such power. The Trustee or a lawful delegatee thereof shall be entitled to exercise such powers in their sole and absolute discretion, whenever, and as often, from time to time, as they deem advisable without application for approval by any court or governmental official, and as to which their judgment shall be final and binding upon all parties interested or potentially interested in the Trust.

Exercise of Discretion. The Agent and the Lenders acknowledge and agree that, with respect to the exercise of any discretion provided to any one or more of them in this Agreement and the Documents, the Agent and each applicable Lender will at the relevant time exercise any such discretion afforded to it or them, as applicable, in a reasonable manner in the relevant circumstances.