Good Faith Efforts to Negotiate Sample Clauses

Good Faith Efforts to Negotiate. The Parties agree, for the term of this Agreement, to negotiate diligently and in good faith to determine each party’s responsibilities, and prepare and enter into a DDA or a similar agreement for the sale and development of the Property. (a) If Developer has not continued to negotiate diligently and in good faith, as determined by Agency in its reasonable discretion, Agency shall give written notice thereof to Developer who shall then have thirty (30) business days to commence negotiating in good faith. Following the failure of Developer to thereafter commence negotiating in good faith within such thirty (30) business day period, this Agreement may be terminated by Agency. If this Agreement is terminated by Agency pursuant to the above sentence, Developer acknowledges and agrees that Agency will suffer damages, including lost opportunities to pursue other development alternatives for the Site and that it is impracticable and infeasible to fix the actual amount of such damages. Therefore, the Parties agree that if this Agreement is terminated as provided above, Agency shall retain the Deposit (as defined below), plus any interest thereon, as Agency’s sole and exclusive remedy as fixed and liquidated damages and not as a penalty, and following such termination neither Party shall have any further rights against or liability to the other under this Agreement. (b) If Agency has not continued to negotiate diligently and in good faith, as determined by Developer in its reasonable discretion, Developer shall give written notice thereof to Agency which shall then have thirty (30) business days to commence negotiating in good faith. Following the failure of Agency to thereafter commence negotiating in good faith within such thirty (30) business-day period, this Agreement may be terminated by Developer. In the event of such termination by Developer, Agency shall return the Deposit to Developer in accordance with the provisions of Section 7 of this Agreement and neither party shall have any further rights against or liability to the other under this Agreement. (c) If, notwithstanding Agency's and Developer's mutual diligent, good faith negotiations, the Parties have not entered into a DDA or a similar agreement on or before expiration of the Term (as defined below) or any extension thereof, Agency shall return the Deposit, and neither party shall have any further rights against or liability to the other under this Agreement. (d) If performance of this Agreement resu...
Sample 1
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Good Faith Efforts to Negotiate. The Parties shall use their best efforts to successfully negotiate a License or other agreement which shall describe the terms and conditions governing the development and management of the Project. The Parties shall diligently and in good faith pursue such negotiations. This Agreement does not impose a binding obligation on City to convey or license City Property to Dark Fiber, nor does it obligate the City to grant any approvals or authorizations required for the Project. Without limiting the generality of the foregoing, Dark Fiber expressly acknowledges that a license resulting from negotiations contemplated herein shall become effective only if the license is approved by the City Council as required by applicable law and compliance with all other requirements of law, including without limitation the California Environmental Quality Act.
Sample 1
Good Faith Efforts to Negotiate. The Parties shall use their best efforts to successfully negotiate an agreement that will describe the terms and conditions governing development of the Project on the Site. The Parties shall diligently and in good faith pursue such negotiations. Furthermore, the Parties shall use their best efforts to obtain any third-party consent, authorization, approval, or exemption required in connection with the transactions contemplated hereby. This Agreement does not impose a binding obligation on City to convey any portion of or interest in the Site to Developer, nor does it obligate City to grant any approvals or authorizations required for the Project. Without limiting the generality of the foregoing, Developer expressly acknowledges that any agreement resulting from the negotiations contemplated hereby shall become effective only if the agreement is approved by the City Council following compliance with all applicable notice and hearing requirements and compliance with all other requirements of law, including without limitation the California Environmental Quality Act (“CEQA”).
Sample 1
Good Faith Efforts to Negotiate. The Parties shall use their best efforts to successfully negotiate a DDA which shall describe the terms and conditions governing disposition of the Property and development of the Project. The Parties shall diligently and in good faith pursue such negotiations. This Agreement does not impose a binding obligation on Agency to convey the Property to Developer, nor does it obligate the Agency or the City of Milpitas (the “City”) to grant any approvals or authorizations required for the Project. Without limiting the generality of the foregoing, Developer expressly acknowledges that a DDA resulting from negotiations contemplated hereby shall become contemplated hereby shall become effective only if the DDA is approved by the Agency’s governing board (“Agency Board”) following notice and hearing as required by applicable law and compliance with all other requirements of law, including without limitation the California Environmental Quality Act.
Sample 1
Good Faith Efforts to Negotiate. The Parties shall use their best efforts to negotiate a DDA that will describe the terms and conditions governing the conveyance of the Property by SARDA to Developer, or an Affiliate (as defined below) of Developer approved by SARDA and the City, and the development of the Project on the Property by an Affiliate of the Developer, approved by City. The Parties shall diligently and in good faith pursue such negotiations. This Agreement does not impose a binding obligation on SARDA to convey any portion of, or interest in, the Property to Developer, nor does it obligate City to grant any approvals or authorizations required for the Project (including the DDA). Without limiting the generality of the foregoing, Developer expressly acknowledges that any agreement(s) resulting from the negotiations contemplated hereby shall become effective only if the conveyance agreement is approved by the SARDA Board and the Countywide Oversight Board for the County of Riverside, and a development agreement is approved by the City Council following compliance with all applicable notice and hearing requirements of the City and compliance with all other applicable requirements of law, including without limitation the California Environmental Quality Act (“CEQA”). As used in this Agreement, an “Affiliate” of a person or entity shall mean an entity controlling, controlled by, or under common control with such person or entity, and shall include, but shall not be limited to a limited partnership in which the Developer is a member of a general partner of such limited partnership. The term “control” as used in the immediately preceding sentence shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the entity in question, whether through ownership, voting securities, contract, or otherwise.
Sample 1
Good Faith Efforts to Negotiate. The Parties shall use their best efforts to successfully negotiate a License or other agreement which shall describe the terms and conditions governing the development and management of the Project. The Parties shall diligently and in good faith pursue such negotiations. This Agreement does not impose a binding obligation on City to convey or license any City Pproperty to OSIsoftDark Fiber, nor does it obligate the City to grant any approvals or authorizations required for the Project. Without limiting the generality of the foregoing, OSIsoftDark Fiber expressly acknowledges that a license resulting from negotiations contemplated herein shall become effective only if the license is approved by the City Council as required by applicable law and compliance with all other requirements of law, including without limitation the California Environmental Quality Act.
Sample 1
Good Faith Efforts to Negotiate. The Parties shall use their best reasonable efforts to successfully negotiate the ENRA which shall describe the terms and conditions governing development of the Project on the Property. The Parties shall diligently and in good faith pursue such negotiations. Furthermore, the Parties shall use their best reasonable efforts to obtain any third-party consent, authorization, approval, or exemption required in connection with the transactions contemplated hereby. This Agreement does not impose a binding obligation on Agency to grant any approvals or authorizations required for the Project, nor does it obligate District to agree to any specific terms or obligations.
Sample 1
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Good Faith Efforts to Negotiate. The Parties shall use their best efforts to successfully negotiate a Preferred Development Alternative, Development Terms, and a DDA that shall describe the terms and conditions governing disposition of the Civic Center Property and development of the Project. The Parties shall pursue such negotiations diligently and in good faith.
Sample 1

Related to Good Faith Efforts to Negotiate

  • Good Faith Efforts Contractor shall, to the extent consistent with quality, price, risk and other lawful and relevant considerations, use its good faith efforts to achieve participation by minority, women, and disadvantaged business enterprise participation in Work and services contracted to Contractor under this Contract.

  • Required Good Faith Efforts In accordance with 5 NYCRR § 142.8, Contractors must document their good faith efforts toward utilizing MWBEs on the Contract. Evidence of required good faith efforts shall include, but not be limited to, the following: 1. A list of the general circulation, trade, and MWBE-oriented publications and dates of publications in which the Contractor solicited the participation of certified MWBEs as subcontractors/suppliers, copies of such solicitations, and any responses thereto. 2. A list of the certified MWBEs appearing in the Empire State Development (“ESD”) MWBE directory that were solicited for this Contract. Provide proof of dates or copies of the solicitations and copies of the responses made by the certified MWBEs. Describe specific reasons that responding certified MWBEs were not selected. 3. Descriptions of the Contract documents/plans/specifications made available to certified MWBEs by the Contractor when soliciting their participation and steps taken to structure the scope of work for the purpose of subcontracting with, or obtaining supplies from, certified MWBEs. 4. A description of the negotiations between the Contractor and certified MWBEs for the purposes of complying with the MWBE goals of this Contract. 5. Dates of any pre-bid, pre-award, or other meetings attended by Contractor, if any, scheduled by OGS with certified MWBEs whom OGS determined were capable of fulfilling the MWBE goals set in the Contract. 6. Other information deemed relevant to the request.

  • Good Faith Negotiations In case of any dispute arising out of this Agreement including any question regarding its interpretation, existence, validity or termination, each party will use its best efforts to resolve the dispute by good faith negotiation within a period of Thirty (30) Business Days following notification of the dispute.

  • Efforts to Relet No re-entry or repossession, repairs, maintenance, changes, alterations and additions, reletting, appointment of a receiver to protect Landlord’s interests hereunder, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, or to accept a surrender of the Premises, nor shall same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant. Tenant hereby irrevocably waives any right otherwise available under any law to redeem or reinstate this Lease.

  • 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.

  • Efforts to Close (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (the "Notification and Report Form") as promptly as practicable and use their commercially reasonable best efforts to (i) file the Notification and Report Form within fifteen (15) Business Days of the date of this Agreement, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act, and (iii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In connection with all filings made under the HSR Act, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (c) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company shall make any appropriate filings pursuant to the applicable foreign antitrust laws, rules and regulations ("Foreign Antitrust Laws") with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and use their commercially reasonable best efforts to (i) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Foreign Antitrust Laws, and (ii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the Foreign Antitrust Laws as soon as practicable. In connection with all filings made under the Foreign Antitrust Laws, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (d) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company shall as promptly as practicable after the date hereof use their commercially reasonable best efforts to make any appropriate filings necessary to, and shall obtain approval of this Agreement, the Merger and the transactions contemplated by this Agreement by the Federal Communication Commission and the Public Utilities Commissions of any state in which such approval is required (the "CLEC Approvals"). In connection with all filings made in connection with CLEC Approvals, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other (e) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to require Parent or the Company or any Subsidiary or Affiliate thereof to (i) litigate or agree to litigate against any governmental entity or (ii) take or agree to take any Action of Divestiture (as defined below). For purposes of this Agreement, an "Action of Divestiture" shall mean (i) making proposals, executing or carrying out agreements or submitting to legal requirements providing for the license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets that are material to Parent, the Company or any of their respective Subsidiaries or the holding separate of Company capital stock or imposing or seeking to impose any limitation on the ability of Parent, the Company or any of their respective Subsidiaries, to conduct their respective businesses or own such assets or to acquire, hold or exercise full rights of ownership of the Company's business or (ii) otherwise taking any step to avoid or eliminate any impediment which may be asserted under any legal requirement governing competition, monopolies or restrictive trade practices.

  • Reasonable Efforts/Cooperation Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

  • Diligent Efforts Pfizer and Xenogen Cranbury each shall use reasonably diligent efforts to achieve the objectives of the Research Program. Xenogen Cranbury will use reasonably diligent efforts to achieve the objectives listed in the Research Plan and Pfizer will use reasonably diligent efforts to assist Xenogen Cranbury in such efforts.

  • Agent Efforts Upon the terms and subject to the conditions set forth in this Agreement, upon the receipt of an Issuance Notice, the Agent will use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares with respect to which the Agent has agreed to act as sales agent, subject to, and in accordance with the information specified in, the Issuance Notice, unless the sale of the Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement. For the avoidance of doubt, the parties to this Agreement may modify an Issuance Notice at any time provided they both agree in writing to any such modification.

  • Reasonable Efforts; Notification (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated hereby, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement. (b) Nova shall give prompt notice to Saturn upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

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