Cooperation in Good Faith. In the event of any third-party litigation concerning this Agreement or any of the Entitlements, the Parties shall confer in good faith as to how to proceed. Such cooperation shall include, but not be limited to, conferring in good faith regarding any potential settlement of such litigation and, after any judgment in a trial court, regarding whether any appeal will be taken or defended.
Cooperation in Good Faith. The Parties shall cooperate and negotiate in good faith to pursue a long‐term agreement concerning the continuation of a bicycle sharing program in the cities of Sacramento, West Sacramento, and Davis, at UC Davis, and potentially expandable to other portions of the Sacramento region following the expiration of the term of the Program Agreement, which term is through May 15, 2021, unless extended or terminated sooner as set forth therein.
Cooperation in Good Faith. Notwithstanding anything to the contrary contained herein, each party hereto agrees that it will deal with the other party fairly and in good faith in all matters under this Agreement.
Cooperation in Good Faith. Each Party agrees that it will ------------------------- deal with the other Party in good faith and in a commercially reasonable manner in all matters under this Agreement. This provision, however, shall not operate to preclude or inhibit either Party from the full exercise of its rights under this Agreement. Upon reasonable request by Manager, Owner shall execute and provide to Manager such limited powers of attorney and other documents and instruments as may be necessary or appropriate to enable Manager to perform the services in accordance with this Management Agreement.
Cooperation in Good Faith. Between the date of this Agreement and the Closing, each of the parties will use its best efforts to cause responsibilities and the conditions of this Agreement for which it is responsible to be satisfied. The parties shall also cooperate in good faith in the preparation and execution of the Exchange Agreement.
Cooperation in Good Faith. In case Commerzbank or any other of the relevant banks or financing institutions do not accept the mechanism set forth in this Agreement for the repayment of the Facilities Repayment Amount and/or the release of the Financing Security (the Repayment and Release Mechanism), the Parties will cooperate in good faith in order to amend the Repayment and Release Mechanism so that it is acceptable to Commerzbank, the relevant banks and financing institutions, provided that any such amended Repayment and Release Mechanism shall in any event lead to a full and unconditional release of the Financing Security with effect as of the Closing Date (concurrently with the transfer of the Shares in rem at the latest) and provided further that any such amended Repayment and Release Mechanism does not lead to any increase (subject to slight increases of fees and costs to be determined in good faith) of the Facility Repayment Amount (including fees and costs) or the total consideration payable on the part of the Purchaser under this Agreement.
Cooperation in Good Faith. Because the details of the Future Building Signage are not known as of the time of this Agreement, Landlord and Tenant shall work cooperatively, reasonably and in good faith with respect to the matters addressed by this Section 32.
Cooperation in Good Faith. Buyer and Seller agree to cooperate and work in good faith in order to carry out the terms of this Agreement.
Cooperation in Good Faith. Executive agrees to use good faith efforts to cooperate in the provision of services set forth in Section 1(a) of this Agreement, and the Executive agrees to perform any further acts or execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement, including the undertaking and preparing for legal and other proceedings relating to the affairs of the Company and its subsidiaries. Executive shall be reimbursed for his reasonable expenses incurred in connection with any such cooperation and/or assistance, and shall receive from the Company reasonable per diem compensation in connection with assistance provided related to any legal and other proceedings.
Cooperation in Good Faith. Under this Agreement the Owner has chosen to assist the Technology Provider in order to facilitate the demonstration of the Technology Assets by the Technology Provider on the Site. The Agreement recognises that this should not be treated in the same was as standard supply arrangement, and anticipates that the Parties will want to cooperate in good faith to achieve the aims and objectives of 1 For context, please see clause 2.1 (Right to install and retain assets) whereby the Owner grants Rights of Access for the Permitted Purpose. These Rights of Access are granted subject to clause 1.4 (Grant of Rights) and clause 7.1 (Non-intereference). the demonstration for both Parties (which are to be identified and recognised in Schedule 9 (Success Conditions). Accordingly, the clause provides that the Parties agree to co-operate in good faith with each other in exercising rights and performing obligations under the Agreement. This provision operates on a "without prejudice" basis (i.e. on a standalone basis which does not affect the interpretation of the remainder of the Agreement). There is no duty of good faith implied into contracts as a default, so this is an additional obligation. The core requirement of the good-faith duty is that a party behaves honestly and not in bad faith. Further Conside- rations We assume this clause will not be controversial in most circumstances (and reflects the background to entering into the Agreement). However, if there is a concern with the concept of good faith it could either be deleted, or a concept of the Parties acting in a spirit of mutual trust and co-operation could be adopted (as is contained in the NEC type contracts).
