Approval of MBA; Good Faith Efforts of Optionor and Optionee Sample Clauses

Approval of MBA; Good Faith Efforts of Optionor and Optionee. Optionee shall be solely responsible for obtaining all approvals required from the sublessees of Retained Residential Lots in connection with the Additional Discretionary Sale contemplated by this Addendum 4, in accordance with the governing documents of MONARCH BAY ASSOCIATION, a California non-profit corporation ("MBA") and/or Optionee. In addition, in connection with the Additional Discretionary Sale contemplated by this Addendum 4, Optionee shall be responsible for obtaining the written consent and approval of MBA to: (a) the Additional Discretionary Sale contemplated by this Addendum 4; and (b) the terms and provisions of this Addendum 4, including the PSA Fifth Amendment and the Residential Lot PSAs. The consent of MBA shall be evidenced by MBA executing and delivering, to Escrow Holder, concurrent with the Effective Date, the "Consent of Monarch Bay Association to Addendum No. 4 to Option Agreement Escrow Instructions", in the form attached to this Addendum 4. If, for any reason, except for a breach by Optionor or Optionee, the Additional Discretionary Sale does not occur as a result of the exercise by Optionor and/or Optionee of their/its rights in connection with the Additional Discretionary Sale, neither party shall allege or assert the other party acted in bad faith and/or not within their rights. Except for purposes of the Additional Discretionary Sale contemplated by this Addendum 4, Optionor and Optionee shall not use, in any manner whatsoever, this Addendum 4, the New Schedule and/or the Additional Discretionary Sale contemplated by this Addendum 4, as evidence of the other party's valuation of Monarch Bay. Optionor and Optionee agree they are attempting to consummate a good faith sale of the Retained Residential Lots by entering into this Addendum 4 and the Additional Discretionary Sale contemplated by this Addendum 4.
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