Implied Covenant of Good Faith and Fair Dealing Sample Clauses

Implied Covenant of Good Faith and Fair Dealing. The parties acknowledge that the State of Tennessee recognizes that an implied covenant of good faith and fair dealing is a part of every contract, even an employee at will contract. Although such covenant cannot change the express terms of this contract, such covenant applies to this contract.
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Implied Covenant of Good Faith and Fair Dealing. This Agreement shall be (to the extent necessary to satisfy the requirements of Section 22062(b)(3)(D) of the California Financial Code) subject to the implied covenant of good faith and fair dealing arising under Section 1655 of the California Civil Code.
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Implied Covenant of Good Faith and Fair Dealing. The parties acknowledge that the State of Texas recognizes that an implied covenant of good faith and fair dealing is a part of every contract, even an employee at will contract. Although such covenant cannot change the express terms of this contract, such covenant applies to this contract.
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Implied Covenant of Good Faith and Fair Dealing. Plaintiff contends that HUD acted arbitrarily and capriciously, unreasonably, and in bad faith when it failed to fully reimburse her for expenses incurred on the Beechwood property. Specifically, plaintiff contends that HUD retaliated against her for refusing to sign the Regulatory Agreement Amendment by not reimbursing her for expenses out of the reserve account. Plaintiff contends she should be reimbursed for the: Amount requested on August 25, 1993 $ 54,335.83 Amount requested on March 21, 1994 $ 7,010.69 Amount requested on February 6, 1995 $ 24,604.17 Amount requested on September 18, 2000 $107,121.60 Alleged total: $193,072.29 These requests were made before Fleet Bank declared Beechwood in default on October 5, 2000. Every contract contains an implied covenant of good faith and fair dealing that neither party shall do anything that will have the effect of injuring the right of the other party to receive the fruits of the contract. Solar Turbines, Inc. v. Xxxxxx Xxxxxx, 00 Xx. Xx. 142, 156 (1991). Analyzing an allegation of governmental bad faith begins with the presumption that government officials act conscientiously and in good faith in the discharge of their duties. Libertatia Associates, Inc. v. Xxxxxx Xxxxxx, 00 Fed. Cl. 702, 706-707 (2000). For this presumption to be overcome, a plaintiff must allege and irrefragably prove, by clear and strong evidence, specific acts of bad faith on the part of the government that establish some specific intent to injure the plaintiff. Id. at 707. Thus, allegations of bad faith are comparable to actions that are motivated by malice alone. Xxxx v. Xxxxxx Xxxxxx, 0000 WL 20813, *8 (Ct. Cl. 1980) (citing Gadsden v. United States, 111 Ct. Cl. 487, 489-90 (1948)). 1. Plaintiff counters that the HUD Directive speaks of only recommended, not mandatory, minimum balances that property owners should attempt to maintain, thereby allowing property owners to make the decision as to the deposit amount.1 1 HUD’s Reserve Fund Directive provides: Recommended Minimum Threshold. HUD Handbook 4465.1 REV-2, Valuation Analysis for Project Mortgage Insurance, gives details on how the initial monthly deposit to the Reserve Fund is established. All owners should strive to reach some minimum threshold for the Reserve Fund for Replacements. The main purpose of having a recommended minimum threshold is to have funds available for an emergency or unforeseen contingency, such as a major roof failure or a water or sewer main break, so that ...
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Implied Covenant of Good Faith and Fair Dealing. It is the intent of the parties hereto that this Agreement imposes, and this Agreement does hereby impose on the parties a duty of good faith in their performance hereunder and their enforcement hereof. Good Faith means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade.
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Related to Implied Covenant of Good Faith and Fair Dealing

  • Good Faith and Fair Dealing The Parties agree to act in accordance with the principles of good faith and fair dealing in the performance of the Agreement.

  • FALSE STATEMENTS; BREACH OF REPRESENTATIONS The Parties acknowledge that this Agreement has been negotiated, and is being executed, in reliance upon the information contained in the Application, and any supplements or amendments thereto, without which the Comptroller would not have approved this Agreement and the District would not have executed this Agreement. By signature to this Agreement, the Applicant: A. represents and warrants that all information, facts, and representations contained in the Application are true and correct to the best of its knowledge; B. agrees and acknowledges that the Application and all related attachments and schedules are included by reference in this Agreement as if fully set forth herein; and C. acknowledges that if the Applicant submitted its Application with a false statement, signs this Agreement with a false statement, or submits a report with a false statement, or it is subsequently determined that the Applicant has violated any of the representations, warranties, guarantees, certifications, or affirmations included in the Application or this Agreement, the Applicant shall have materially breached this Agreement and the Agreement shall be invalid and void except for the enforcement of the provisions required by Section 9.2 of this Agreement.

  • Perfection Representations, Warranties and Covenants The Seller hereby makes the perfection representations, warranties and covenants set forth on Schedule B hereto to the Issuer and the Issuer shall be deemed to have relied on such representations, warranties and covenants in acquiring the Receivables.

  • Survival of Perfection Representations Notwithstanding any other provision of this Agreement or any other Transaction Document, the perfection representations, warranties and covenants contained in this Schedule I shall be continuing, and remain in full force and effect until such time as all obligations under the Transaction Documents and the Notes have been finally and fully paid and performed.

  • Standard of Care; Reliance on Records and Instructions; Indemnification BISYS shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust agrees to indemnify and hold harmless BISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to BISYS' actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to BISYS by the Trust, the investment adviser and on any records provided by any fund accountant or custodian thereof; provided that this indemnification shall not apply to actions or omissions of BISYS in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, BISYS shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS.

  • Compliance with Representations, Warranties and Covenants The representations and warranties made by Buyer in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at the Closing with the same force and effect as if made at the Closing, and Buyer shall have performed all agreements, covenants and conditions required to be performed by Buyer prior to the Closing.

  • Breach of Representation or Warranty Any representation or warranty made or deemed made by Borrower to Lender herein or in any of the other Loan Documents or in any statement, certificate or financial statements at any time given by Borrower pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made.

  • Breach of Covenant The Borrower breaches any material covenant or other term or condition of this Note or the Purchase Agreement in any material respect and such breach, if subject to cure, continues for a period of thirty (30) days after the occurrence thereof.

  • Compliance with Warranties, No Default, etc Both before and after giving effect to any borrowing and the issuance of any Letter of Credit, the following statements shall be true and correct: (a) the representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct in all respects with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (b) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing.

  • APPOINTMENT OF CUSTODIAN; ACCOUNTS; REPRESENTATIONS, WARRANTIES, AND COVENANTS (a) Each Fund hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Series in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Series from the assets of any other Series. Such accounts (each, an "Account"; collectively, the "Accounts") shall be in the name of the Fund on behalf of the relevant Series. (a) Custodian may from time to time establish on its books and records such sub-accounts within each Account as a Fund and Custodian may reasonably agree upon (each a "Special Account"), and Custodian shall reflect therein such assets as the Fund may specify in a Certificate or Instructions. (b) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, futures commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as a Fund and Custodian shall reasonably agree, and Custodian shall transfer to such account such Securities and money as the Fund may specify in a Certificate or Instructions.

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