In Good Faith Sample Clauses

In Good Faith a) By acting honestly, fairly and reasonably in all dealings with managers, colleagues, staff and students;
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In Good Faith. “In Good Faith” means, to act for a purpose reasonably believed by the Partnership Representative to be in, or not opposed to, the best interests of the Partnership and not any improper personal benefit, without fraud or gross negligence.
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In Good Faith. If the Optionee proposes to transfer any Transfer Shares to more than one Proposed Transferee, the Optionee shall provide a separate Transfer Notice for the proposed transfer to each Proposed Transferee. The Transfer Notice shall be signed by both the Optionee and the Proposed Transferee and must constitute a binding commitment of the Optionee and the Proposed Transferee for the transfer of the Transfer Shares to the Proposed Transferee subject only to the Right of First Refusal.
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In Good Faith. The Compensation Committee shall promptly notify Executive of its determination and the basis therefore in writing, and if the Executive disagrees with such determination, the Executive shall notify (in writing) the Compensation Committee thereof within 30 days of receipt of the Compensation Committee notice. Any stock options granted to Executive which remain outstanding after the Original Term and any Renewal Term will continue to provide for accelerated vesting and post-employment exercise periods on the same basis as provided herein. If Executive timely notifies the Company of his disagreement with the value of the applicable award as determined by the Compensation Committee pursuant to the second preceding sentence, the matter shall be submitted for resolution to a independent third party valuator experienced in valuing stock options of similarly situated companies whose selection shall be made by the Executive from a list of 5 recognized independent valuators, none of whom bave performed any services for the Company for the immediately preceding 24 months provided by the Compensation Committee. The determination of such valuator shall be binding on all parties. The Company shall pay the costs of the valuator, except that Executive shall pay for up to the first $10,000 of cost of the valuator in the event the Valuator's valuation is not at least five percent (5%) higher than that determined initially by the Compensation Committee.
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In Good Faith. As from January 1, 1999 until January 1, 2001, the maximum number of licensed manufacturers with whom WTV may co-operate regarding the provision of decoder systems and other equipment required for reception of the Network Services in Poland will be no more than 3 (three). PBE and PPS acknowledge that there will be no restriction on the number of licensed manufacturers that WTV may cooperate with or contract with after January 1, 2001. PBE and PPS acknowledge that WTV shall be entitled to negotiate as from September 1, 1998 onwards the terms and conditions of agreements with third party:
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Related to In Good Faith

  • Good Faith The parties to this contract shall, in exercising their respective rights and complying with their respective obligations under this contract (including when conducting any discussions or negotiations arising out of the application of any provisions of this contract or exercising any discretion under them), at all times act in good faith.

  • Good Faith Reliance The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

  • Determination of Good Faith For purposes of any determination of whether Indemnitee acted in “good faith” Indemnitee shall be deemed to have acted in good faith if in taking or failing to take the action in question Indemnitee relied on the records or books of account of the Company or a Subsidiary or Affiliate, including financial statements, or on information, opinions, reports or statements provided to Indemnitee by the officers or other employees of the Company or a Subsidiary or Affiliate in the course of their duties, or on the advice of legal counsel for the Company or a Subsidiary or Affiliate, or on information or records given or reports made to the Company or a Subsidiary or Affiliate by an independent certified public accountant or by an appraiser or other expert selected by the Company or a Subsidiary or Affiliate, or by any other person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company or a Subsidiary or Affiliate. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, or to advancement of expenses, the Reviewing Party or court shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification or advancement of Expenses, as the case may be, and the burden of proof shall be on the Company to establish, by clear and convincing evidence, that Indemnitee is not so entitled. The provisions of this Section 8(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failures to act, of any other person serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person shall not be imputed to Indemnitee for purposes of determining the right to indemnification hereunder.

  • Good Faith Determination The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement.

  • Lack of Good Faith To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

  • Covenant of Good Faith Each party to this Agreement acknowledges and agrees, in its dealings with the other party under or in connection with this Agreement, including the performance of all obligations and the exercise of all rights under this Agreement, it shall comply with the fundamental principle of good faith and fair dealing.

  • Good Faith Negotiation The Parties shall attempt in good faith to achieve consensus with respect to all matters arising under this Agreement and to use reasonable efforts through good faith discussion and negotiation to avoid and resolve disputes that could delay or impede a Party from receiving the benefits of this Agreement. These dispute resolution procedures apply to any dispute that arises from either Party’s performance of, or failure to perform, in compliance with this Agreement and which the Parties are unable to resolve prior to invocation of these procedures.

  • Good Faith and Fair Dealing The Parties agree to act in accordance with the principles of good faith and fair dealing in the performance of the Agreement.

  • No Liability for Good Faith Determinations The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock Units granted hereunder.

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