Power to Retain Clause Samples

The "Power to Retain" clause grants a party the authority to withhold certain funds, documents, or property under specified circumstances, typically until obligations are fulfilled or disputes are resolved. In practice, this might allow a service provider to retain client records or payments until outstanding fees are paid, or permit a seller to keep goods until full payment is received. The core function of this clause is to provide leverage and security, ensuring that parties have a means to enforce compliance and protect their interests in contractual relationships.
Power to Retain the Trustees may retain any property forming part of the Fund or a Separate Account in the actual state or condition in which the same is received by the Trustees for so long as the Trustees consider appropriate;
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Power to Retain. The Company may retain any Secured Goods towards satisfaction of the Buyer’s obligations without giving the Buyer prior notice of the Company’s intention to do so.
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Related to Power to Retain

  • Agreement to Retain Shares Prior to the Expiration Date, the Shareholder shall not, except as expressly contemplated by this Agreement or the Merger Agreement, directly or indirectly, (a) sell, assign, transfer, or otherwise dispose of (including, without limitation, by the creation of a Lien (as defined in Section 4(c))), any Shares, (b) enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, assignment or other disposition of, any Shares, (c) deposit any Shares in a voting trust or enter into a voting agreement or similar agreement with respect to any Shares or grant any proxy or power of attorney with respect thereto, or (d) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder from performing the Shareholder’s obligations under this Agreement. Notwithstanding the foregoing, the Shareholder may make (i) transfers of Shares by will or by operation of law, in which case this Agreement shall bind the transferee, (ii) transfers of Shares in connection with bona fide estate and charitable planning purposes, including transfers to relatives, trusts and charitable organizations, subject to the transferee agreeing in writing to be bound by the terms of, and perform the obligations of the Shareholder under, this Agreement, (iii) transfers pursuant to any pledge agreement, subject to the pledgee agreeing in writing, prior to such transfer, to be bound by the terms of this Agreement, (iv) the disposition or surrender of Shares in connection with the vesting, settlement or exercise of equity rights permitted by the Merger Agreement, (v) to any immediate family member of the undersigned, or to a trust for the benefit of the undersigned or his or her immediate family members or upon the undersigned’s death subject to the transferee agreeing in writing to be bound by the terms of, and perform the obligations of the Shareholder under, this Agreement, and (vi) as Buyer may otherwise agree in writing in its sole discretion.

  • Incorporation of Administrative Code Provisions by Reference The provisions of Chapters 12B and 12C of the San Francisco Administrative Code are incorporated in this Section by reference and made a part of this Agreement as though fully set forth herein. Contractor shall comply fully with and be bound by all of the provisions that apply to this Agreement under such Chapters, including but not limited to the remedies provided in such Chapters. Without limiting the foregoing, Contractor understands that pursuant to §§12B.2(h) and 12C.3(g) of the San Francisco Administrative Code, a penalty of $50 for each person for each calendar day during which such person was discriminated against in violation of the provisions of this Agreement may be assessed against Contractor and/or deducted from any payments due Contractor.

  • Incorporation of Plan by Reference The Option is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this instrument, and its interpretations and determinations shall be conclusive and binding on the parties hereto and any other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder.

  • RECORDS AND AUDIT PROVISIONS ‌‌ 5.1‌‌ ON-SITE AND OFF-SITE REVIEWS/AUDITS The IOP grants the Director, DHA [or authorized representative(s)], the right to conduct on-site or off-site reviews or accounting audits with full access to patients and records. The audits will be conducted on a scheduled or unscheduled (unannounced) basis. This right to audit/review includes, but is not limited to, the right to:‌ (a)‌ Examine fiscal and all other records of the IOP which would confirm compliance with this agreement and designation as an authorized IOP provider. (b)‌ Conduct audits of IOP records including clinical, financial, and census records to determine the nature of the services being provided, and the basis for charges and claims against the United States for services provided to beneficiaries. The Director, DHA, or a designee shall have full access to records of both TRICARE and non-TRICARE patients. Note: In most cases, only TRICARE patients’ records will be audited. Examples of situations where non-TRICARE patient records would be requested may be in situations of differential quality of care assessments or to identify systemic quality and safety concerns. (c)‌ Examine reports of evaluations and inspections conducted by federal, state, local government, and private agencies and organizations. (d)‌ Conduct on-site inspections of the facilities of the IOP and interview employees, members of the staff, contractors, board members, volunteers, and patients, as required. (e)‌ Release copies of final review reports (including reports of on-site reviews) under the Freedom of Information Act (FOIA).

  • Incorporation by Reference, Etc The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his legal representative in respect of any questions arising under the Plan or this Agreement.