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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 finalize the Concept Plan, determine each party’s responsibilities, and prepare and enter into a DDA or a similar agreement for the redevelopment of the Site. (a) If Developer has not continued to negotiate diligently and in good faith, as determined by Commission in its reasonable discretion, Commission shall give written notice thereof to Developer who shall then have ten (10) business days to commence negotiating in good faith. Following the failure of Developer to thereafter commence negotiating in good faith within such 10 business day period, this Agreement may be terminated by Commission. If this Agreement is terminated by Commission pursuant to the above sentence, Developer acknowledges and agrees that Commission 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, Commission shall retain the Deposit (as defined below), plus any interest thereon, 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 Commission 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 Commission which shall then have ten (10) business days to commence negotiating in good faith. Following the failure of Commission to thereafter commence negotiating in good faith within such 10 business-day period, this Agreement may be terminated by Developer. In the event of such termination by Developer, Commission 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 Commission'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, Commission shall return the Deposit after taking into account any expenditures made for costs incurred by the Commission pursuant to this Agreement, and neither party shall have an...
Good Faith Efforts to NegotiateThe 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.
Good Faith Efforts to NegotiateThe 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.
Good Faith Efforts to NegotiateThe 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.
Good Faith Efforts to NegotiateThe 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.
Good Faith Efforts to NegotiateThe 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.
Good Faith Efforts to NegotiateThe 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”).
Good Faith Efforts to NegotiateThe 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.

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) GenVec and Diacrin shall each use its commercially reasonable efforts, and Diacrin shall, to the extent within its control, cause the Diacrin Subsidiary to use its commercially reasonable efforts (not to require the payment of any money, other than reimbursement of minor out-of-pocket expenses, to any third party), to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.2 above, and (ii) take or cause to be taken all action necessary or desirable on its part so as to permit consummation of the Merger at the earliest possible date, including, without limitation, (1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby, and (2) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from any Governmental Entity. No party hereto shall take or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to this Reorganization Agreement and the Plan of Merger, that would materially delay such completion, or that would adversely affect the qualification of the Merger or as a reorganization within the meaning of Section 368(a) of the Code. In the event that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as the other party may reasonably request to cure such effect to the extent curable without a Material Adverse Effect on either of the parties. (b) Diacrin shall give prompt notice to GenVec, and GenVec shall give prompt notice to Diacrin, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Diacrin or GenVec, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and each party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this Section 4.3(b) shall affect or be deemed to modify any representation or warranty made by, or the conditions to the obligations to consummate the Merger of, any party hereto.

  • 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) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all 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 other transactions contemplated by this Agreement, including using reasonable efforts to accomplish 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 necessary consents, approvals or waivers from third parties, (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 necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or Company or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation). (b) Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Company 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 Section 6.3 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. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub 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 Section 6.2 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.