Standard of Discretion Clause Samples

The Standard of Discretion clause defines the level of judgment or decision-making authority a party has when exercising certain rights or obligations under a contract. It typically specifies whether a party must act reasonably, in good faith, or may act in its sole discretion when making decisions such as approving actions, granting consents, or enforcing terms. For example, a lender may have the right to approve a borrower's request for a waiver, and the clause will clarify if this approval must be reasonable or can be arbitrary. The core function of this clause is to set clear expectations for how discretionary powers are to be exercised, thereby reducing disputes and providing predictability in contractual relationships.
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Standard of Discretion. In any provision of this Lease requiring or permitting the exercise by Lessor or Lessee of such party's approval, election, decision, consent, judgment, determination or words of similar import (collectively, an "Approval"), such Approval may, unless otherwise expressly specified in such provision, be given or withheld in such party's sole, absolute and unreviewable discretion. Any Approval which by the terms of this Lease may not be unreasonably withheld shall also not be unreasonably delayed.
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Standard of Discretion. Any consent, approval or similar action provided for in this Lease must be in writing and shall not be unreasonably withheld or delayed.
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Standard of Discretion. 82 29.11 Lease Assumption in Bankruptcy Proceeding..................................................82 29.12 FelCor Intra-Family Transfers..............................................................82 29.13
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Standard of Discretion. Any consent, approval or similar action provided for in this Lease must be in writing and shall not be unreasonably withheld or delayed. 26. CO-LOCATION AND RIGHT TO SERVE OTHER TENANTS 26.1 Co-location. So long as Tenant is operating in the Premises providing carrier services, Tenant may co-locate customer equipment in the Premises for the purpose of connecting such customer equipment to Tenant’s telecommunication or network facilities in order for each to provide services to its customers. Tenant shall defend, indemnify, and hold Landlord harmless from, for, and against any and all claims of and from such customers relating to such co-location. Such colocation shall be permitted so long as such co-location does not overburden the Premises, by, for example, stressing or straining any Building mechanical, structural, or electrical component. Tenant shall not be required to pay to or share with Landlord any profits or Co-location fees or charges Tenant receives from the customers whose equipment is co-located. No tenancy or subtenancy shall be created by co-location of equipment allowed under this Article, nor shall co-location under this provision be considered an assignment or transfer under Article 16 of this Lease.
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Standard of Discretion. 37 14.10 Counterparts................................................................................37 14.11 Notices.....................................................................................37 639280.9 LIST OF EXHIBITS AND SCHEDULES 639280.9 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of ___, 199_, by and among Marvel Entertainment Group, Inc., a Delaware corporation ("Parent"), [TB Acquisition Corp.], a Delaware corporation and a direct wholly owned subsidiary of Parent (the "Purchaser"), and Toy Biz, Inc., a Delaware corporation (the "Company").
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Standard of Discretion. Except as otherwise expressly provided herein, any agreement, instrument or other document, including, without limitation, all Exhibits and Schedules hereto, provided to be acceptable to any entity and any approval, consent or waiver to be given by or obtained from any entity including, without limitation, Toy Biz, shall be so acceptable or given or obtained in the reasonable discretion of such entity.
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Related to Standard of Discretion

  • Standard of Review The Parties acknowledge and agree that the standard of review for any avoidance, breach, rejection, termination or other cessation of performance of or changes to any portion of this integrated, non-severable Agreement (as described in Section 22) over which FERC has jurisdiction, whether proposed by Seller, by Buyer, by a non-party of, by FERC acting sua sponte shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v.

  • Standard of Care In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

  • Standard of Conduct To the extent that the provisions of Section 8(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under New York law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee.

  • Standard Operating Procedures Over approximately the past eight years, the Parties have been supplying select Products to one another for use in the operation of their respective businesses within the United States of America, Canada and Mexico. The Parties developed and been following certain standard operating procedures in connecting with, among other topics, forecasting, production planning, ordering, delivering and resolving claims on the Products supplied to one another (the “Current SOPs”). The Parties will be updating their respective business systems over the next six months, and the updates to these business systems will require the Parties to modify the Current SOPs. Once the Parties have completed the updates to the business systems and agreed on the necessary modifications to the Current SOPs, the Parties will sign a written amendment to this Agreement appending the updated standard operating procedures (the “Updated SOPs”). Until the Parties have signed a written amendment appending the Updated SOPs, the parties will continue to follow the Current SOPs. The Parties will comply with the applicable SOPs in connection with the purchase and sale of products identified in a Purchase Schedule. The Parties may add terms and conditions to, and amend the terms and conditions of, the SOP in a Purchase Schedule, but any additional and amended terms and conditions in a Purchase Schedule supplementing and modifying the SOP will only apply the specific products identified in that Purchase Schedule for its duration.

  • Desirable Selection Criteria Post registration qualification in the area of specialty or evidence of significant progression towards one.