Common use of Joint Decisions Clause in Contracts

Joint Decisions. 5.1 The Organisation undertakes that it shall not, and each of the Councils shall procure that the Organisation does not, without the prior written consent of all of the Councils, do or omit to do any act or thing, where doing or omitting to do such act or thing: 5.1.1 would constitute a Joint Decision; or 5.1.2 would or might as a consequence have a material adverse effect on the corporate governance, financial strength or reputation of the Organisation or its ability to deliver the Services, whether or not relating to any Joint Decision. 5.2 The Councils agree that they shall not: 5.2.1 give their consent pursuant to clause 5.1; or 5.2.2 do or omit to do any act or thing, where doing or omitting to do such act or thing would constitute a Joint Decision; unless the decision to do so has been approved by either (i) the unanimous decision of the Officer Panel in accordance with the Officer Panel Terms of Reference or (ii) the Joint Committee pursuant to clause 7.5. 5.3 The Councils may at any time by notice in writing to the Organisation, and without the consent of the Organisation, amend, add to, delete or otherwise vary those matters or things which constitute any or all of the Joint Decisions. 5.4 Prior to exercising their rights under clause 5.3, the Councils shall consult the Organisation to the extent that they deem reasonably necessary in the circumstances.