Good Faith Assistance. The Corporation will not, by amendment of its Articles of Incorporation or Bylaws or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the Holders against impairment.
Good Faith Assistance. Purchaser will cause its officers, employees and agents to utilize reasonable efforts to assist ARS to secure the Revenues, including but not limited to, the additional sponsorship revenues through the period ending September 1, 1998; and, in furtherance thereof, will provide Sellers complete access to all books and records of ARS. Further, the Purchaser shall elect as the Board of Directors of ARS for the years 1998, 1999, and 2000, not more than five nor less than two directors, two of whom shall be Sellers U.E.
Good Faith Assistance. Purchaser will cause its officers, employees and agents to utilize reasonable efforts to assist Seller to secure the Revenues, including but not limited to, the wheel sales and chassis commission revenues through the period ending December 31, 2000. In furtherance thereof, Seller, or its attorneys and/or representatives, shall be permitted access to the documents described in Section 4.2 through the period ending December 31, 2000. Failure of Purchaser to so utilize reasonable efforts to assist Seller shall relieve Seller from having to achieve any of the Revenues in order for the annual payment of the balance of the purchase price to be paid as set forth in Section 1.8.2 to the extent that the failure to achieve such revenues is attributable to Purchaser's failure to use such reasonable efforts.
Good Faith Assistance. Cuipo and XxXxxxxxx XXX each agree to in good faith assist NB in enforcing its rights against the IP Claimants.
Good Faith Assistance. Each party agrees to aid and assist the other in good faith in accomplishing the objectives of this Agreement. If either party believes the other is not meeting its obligations under this Agreement, that party may trigger a resolution process to evaluate and resolve the performance issue. The first step of the resolution process will be to refer the issue for resolution to the County Administrator and the City Manager for a period of 30 days. If, after 30 days the performance issue has not been resolved, either party may trigger mediation to resolve the issue. Mediation will be by a professional mediator selected by mutual agreement of both parties and paid for by both parties. The mediation will be for up to a period of 90 days, during which period the 50% allocation of City revenues will be in suspension and not be available to either party. If the mediator declares an impasse, then the parties shall agree to new terms. The funds shall remain in suspension until the issue is resolved or a new agreement has been mutually executed.
