Acting in Good Faith. For the purposes of this Agreement, when any determination or decision is made by the Board of Directors pursuant to this Agreement, the Board of Directors shall exercise its power and discharge its duties honestly and in good faith with a view to the best interests of the Corporation and each director shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Acting in Good Faith. The Security Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorised or within the discretion or rights or powers conferred upon it by this Deed or any Series Document, provided that this shall not relieve the Security Trustee from liability for acts or omissions involving its gross negligence, fraud or wilful default.
Acting in Good Faith. The parties hereby agree to act in good faith at all times during the Term to assist and co-operate with each other in the interests of the Event and sponsorship of it, and to comply with each other’s reasonable requests.
Acting in Good Faith. In carrying out their obligations under this Agreement and the applicable Financing Agreements, the Participants will, at all times, act in good faith and will not take any actions which will delay or undermine MIGA’s ability to carry-out its responsibilities as administrator on behalf of the Facility.
Acting in Good Faith. 14 1.8 Holder........................................................ 15 1.9 Grandfather Provision......................................... 15 1.10 Calculation of Number and Percentage of Beneficial Ownership Of Outstanding Voting Shares........... 16
Acting in Good Faith. 6.1 If any of the provisions of the Agreement becomes void, unenforceable, invalid or illegal, it shall not call into question the validity, enforceability or legality of the other provisions of the Agreement. In such event, the Parties shall negotiate in good faith in order to substitute the void, unenforceable, invalid or illegal provision with a lawful provision corresponding to its spirit and purpose thereof. Likewise, the Parties agree that if, notably for technical reasons, the mechanisms provided for in this Agreement cannot be implemented or cannot be fully implemented, they shall negotiate in good faith any adjustments that are to be made in compliance with the spirit of the Agreement.
6.2 Each Party undertakes to regularize any deed or document necessary to implement the operations provided for in the Agreement and to communicate to the other Party all information necessary for this purpose.
6.3 The Parties agree that in the event of disagreement concerning the application of the formulas referred to in Article 2 above, they shall appoint by mutual agreement an independent expert whose mission shall be strictly limited to determining the result of the application of the said formulas (the “Expert”). If no agreement on the appointment of said Xxxxxx is reached within fifteen days following the date on which one of the Parties shall have indicated to the other its wish to proceed with the appointment of an Expert, the latter shall be appointed by the President of the Commercial Court of Paris, referred to by the most diligent Party. The decision of the Expert shall not be subject to appeal, except in the event of manifest or gross error on his part or violation of the law and regulations in force. The costs of the expertise shall, unless otherwise agreed by the Parties, be borne equally by the Parties. The Expert shall notify the Parties in writing of his findings as soon as possible and where possible, within thirty days of his appointment.
Acting in Good Faith. 6.1 If any of the provisions of the Agreement becomes void, unenforceable, invalid, illegal or inapplicable, it shall not call into question the validity, enforceability, legality or applicability of the other provisions of the Agreement. In this case, the Parties shall negotiate in good faith in order to substitute the void; unenforceable, invalid, illegal or inapplicable provision with a lawful provision corresponding to the spirit and purpose of the Agreement. Likewise, the Parties agree that in the event that, for technical reasons, in particular, the mechanisms provided for in this Agreement cannot be put in place or could not be fully implemented, they shall negotiate in good faith any adaptations that may be made to it in accordance with the spirit of the Agreement. Each Party undertakes to sign any deed or document necessary for the purpose of implementing the transactions provided for in the Agreement and to provide each other with all necessary information for this purpose.
6.2 The Parties agree that in the event of disagreement regarding the application of the formulae referred to in Article 2 above, they shall appoint an independent expert by mutual agreement, whose mission shall be strictly limited to determining the outcome of the application of the formula (the “Expert”). In the absence of agreement on the appointment of said Expert within 15 days following the date on which one of the Parties has indicated to the other its wish to appoint an Expert, the Expert shall be appointed by the President of the Commercial Court of Paris, to which the matter is referred by the first party to take action. The decision of the Expert shall not be open to appeal, except in the event of manifest or gross error on his part or violation of the law and regulations in force. The costs of the expert shall, unless otherwise agreed by the Parties, be borne equally by the Parties. The Expert shall notify his findings in writing to the Parties as soon as possible and where possible, within thirty days of his appointment.
Acting in Good Faith. Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be subject to civil and criminal review.
Acting in Good Faith. Anyone filing a complaint concerning a violation or suspected violation of The Cooperative Code must be acting in good faith and have reasonable grounds for believing The Cooperative information disclosed indicates a violation of The Cooperative Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.
Acting in Good Faith. Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense. Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
