Good Faith Provision Sample Clauses

Good Faith Provision. The Company covenants that it will not intentionally avoid or intentionally seek to avoid the observance or performance of any of the terms of this Warrant, but it will at all times in good faith assist in carrying out all those terms and take all action necessary or appropriate to protect the rights of the Warrant Holder against dilution or other impairment.
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Good Faith Provision. The Board and the Association recognize each other for the purposes of good faith negotiations as interpreted by the Illinois Educational Labor Relations Act.
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Good Faith Provision. 4.1 In light of the provisions of the Loan Notes (as defined in the Argentinean Sale Agreement) but without prejudice to any of their respective provisions the Purchasers shall and shall procure that each Group Member (as so defined) shall treat the Parent Vendor fairly and shall act in good faith with regard to the interests of the Parent Vendor. 4.2 Without prejudice to the generality of the foregoing and without prejudice to the provisions of either the `A' Loan Notes or `B' Loan Notes (as so defined) (so that their provisions are and will remain unaffected by the following provisions of this clause 4) the Purchasers shall not and shall procure that no Group Member (as so defined) shall participate in the implementation of any scheme, arrangement or transaction or otherwise take any steps the effect of which is to diminish EBITDA (as defined in the `C' Loan Note as defined in the Argentinean Sale Agreement) in any year, reduce the amount which would otherwise be payable under the Loan Notes or otherwise frustrate or defeat the provisions of those Notes and the intent and spirit which lies behind them provided always that the Vendor accepts that nothing contained in this clause 4.2 shall prevent the taking of any steps the effect and the only effect of which would be to diminish EBITDA thereby reducing the amount which would otherwise be payable under the `C' Loan Notes if the Purchasers are able to demonstrate to the reasonable satisfaction of the Parent Vendor that the overriding and principal purpose of the act which would otherwise constitute a breach of this clause 4.2 is in the best commercial interests of the Group and is reasonably necessary to secure the financial position of the Group going forward and that an incidental effect of such over-riding and principal purpose is a deleterious effect on EBITDA. 4.3 Without prejudice to any other provision of this Agreement and the rights of the Parent Vendor hereunder where the Purchasers participate or any Group Member participates in the implementation of any scheme, arrangement or transaction the effect of which is to diminish EBITDA in any year or reduce the amount which would otherwise be payable under the `C' Loan Notes or otherwise takes any action which may interfere with or be detrimental to the ability of the Group to maximise EBITDA the Parent Vendor and the Purchasers will negotiate in good faith with a view to agreeing an appropriate adjustment to EBITDA or another appropriate arrangement ...
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Related to Good Faith Provision

  • 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.

  • Good Faith Determination The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement.

  • Good Faith Reliance The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

  • 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.

  • Challenge to Good Faith Determination Whenever the Board of Directors of the Company shall be required to make a determination in good faith of the fair value of any item under this Section 4, such determination may be challenged in good faith by the Holder, and any dispute shall be resolved by an investment banking firm of recognized national standing selected by the Holder and reasonably acceptable to the Company.

  • Good Faith and Fair Dealing The Parties shall cooperate with each other and act in good faith in complying with the provisions of this Agreement. In their course of performance under this Agreement, the Parties shall cooperate and shall undertake such actions as may be reasonably necessary to implement the Project as contemplated by this Agreement.

  • Covenant of Good Faith Each party to this Agreement acknowledges and agrees, in its dealings with the other party under or in connection with this Agreement, including the performance of all obligations and the exercise of all rights under this Agreement, it shall comply with the fundamental principle of good faith and fair dealing.

  • Good Faith The parties to this contract shall, in exercising their respective rights and complying with their respective obligations under this contract (including when conducting any discussions or negotiations arising out of the application of any provisions of this contract or exercising any discretion under them), at all times act in good faith.

  • Good Faith Performance Each Party shall act in good faith in its performance under this Agreement and, in each case in which a Party’s consent or agreement is required or requested hereunder, such Party shall not unreasonably withhold or delay such consent or agreement.

  • Trustee's Good Faith Action Expert Advice; No Bond or Surety ................................................. 27

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