In Good Faith a) By acting honestly, fairly and reasonably in all dealings with managers, colleagues, staff and students;
b) By maintaining the standards of confidentiality required for his/her position;
c) By maintaining honest and true records;
d) By not taking advantage of University systems, processes and/or property for personal gain or use.
In Good Faith. “In Good Faith” means, to act for a purpose reasonably believed by the Partnership Representative to be in, or not opposed to, the best interests of the Partnership and not any improper personal benefit, without fraud or gross negligence.
In Good Faith. If the Optionee proposes to transfer any Transfer Shares to more than one Proposed Transferee, the Optionee shall provide a separate Transfer Notice for the proposed transfer to each Proposed Transferee. The Transfer Notice shall be signed by both the Optionee and the Proposed Transferee and must constitute a binding commitment of the Optionee and the Proposed Transferee for the transfer of the Transfer Shares to the Proposed Transferee subject only to the Right of First Refusal.
In Good Faith. As from January 1, 1999 until January 1, 2001, the maximum number of licensed manufacturers with whom WTV may co-operate regarding the provision of decoder systems and other equipment required for reception of the Network Services in Poland will be no more than 3 (three). PBE and PPS acknowledge that there will be no restriction on the number of licensed manufacturers that WTV may cooperate with or contract with after January 1, 2001. PBE and PPS acknowledge that WTV shall be entitled to negotiate as from September 1, 1998 onwards the terms and conditions of agreements with third party:
In Good Faith. The Compensation Committee shall promptly notify Executive of its determination and the basis therefore in writing, and if the Executive disagrees with such determination, the Executive shall notify (in writing) the Compensation Committee thereof within 30 days of receipt of the Compensation Committee notice. Any stock options granted to Executive which remain outstanding after the Original Term and any Renewal Term will continue to provide for accelerated vesting and post-employment exercise periods on the same basis as provided herein. If Executive timely notifies the Company of his disagreement with the value of the applicable award as determined by the Compensation Committee pursuant to the second preceding sentence, the matter shall be submitted for resolution to a independent third party valuator experienced in valuing stock options of similarly situated companies whose selection shall be made by the Executive from a list of 5 recognized independent valuators, none of whom bave performed any services for the Company for the immediately preceding 24 months provided by the Compensation Committee. The determination of such valuator shall be binding on all parties. The Company shall pay the costs of the valuator, except that Executive shall pay for up to the first $10,000 of cost of the valuator in the event the Valuator's valuation is not at least five percent (5%) higher than that determined initially by the Compensation Committee.
In Good Faith. The parties declare that this Agreement is the product of good faith, for which reason they will carry out all possible actions for its due compliance.
In Good Faith. 122 The Court of Appeals found that the language “unless otherwise agreed by the Parties” in the 2014 Settlement Agreement could sustain a claim because it “conferred discretion on the defendants to agree to alternative method to calculate plaintiff’s redemption price.”123 However, Plaintiff has not alleged that Defendants refused to agree to or negotiate an alternative method to 121 See Exh. 21, Interquim, XX x Xxxx Imports, LLC, No 21-10665, 2022 WL 790802, at *4 (ED Mich, Mar 14, 2022); Appx. 337-338. 122 See Exh. 21, Interquim, XX x Xxxx Imports, LLC, No. 21-10665, 2022 WL 790802, at *4 (ED Mich, Mar 14, 2022); Appx. 337-338. 123 See Exh. 17, Xxxxxxx v Boyne USA, Inc, Mich App ; NW2d (2023) (Docket No. 360821). (App. 1, Slip Opinion.), pg. 5; Appx. 315. RECEIVED by MSC 6/21/2024 4:47:25 PM calculate Plaintiff’s redemption price. Plaintiff simply alleges that Defendants failed to utilize an alternative method—as if Defendants could unilaterally change the Formula without an agreement with Plaintiff. However, had Defendants utilized an alternative method, it would have breached the April 2019 Settlement Agreement and violated the May 2019 Order, which both dictated exactly how Plaintiff’s shares were to be redeemed. For discretion to matter under the covenant, the discretion must be tied to some duty. The language “unless otherwise agreed by the Parties” by its plain terms does not create a duty to negotiate or, as the Court of Appeals found, a duty “to consider an alternative method.”124 This is particularly important here where the parties had an established method of redeeming Plaintiff’s shares. Under the 2014 Settlement Agreement, absent the parties reaching another agreement, if Plaintiff qualified for a redemption, and upon receipt of the redemption price and Plaintiff indicating that she wanted to redeem, the method of redemption was determined by the 2014 Settlement Agreement. The language at issue here has little to do with a future right or duty as was the case in Vylene, which involved an option to extend the franchise into the future. Without any duty to negotiate, it cannot be a breach of the agreement if a party refuses to renegotiate or consider an alternative term. Any discretion that exists is discretion both parties have: to renegotiate or amend terms of a contract, or more importantly, not to renegotiate or amend the terms of a contract. This “discretion” cannot implicate the covenant in any way. To be sure, if a contract obligates th...
