Good Faith Consultation definition

Good Faith Consultation means consultation with a Person's independent accountants following disclosure in good faith to such accountants of all facts requested by such accountants or which the specified Person otherwise had reason to believe would be relevant to such accountants' assessment.
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Good Faith Consultation means consultation by the Company and the Lead Investors (provided, that if the underlying election, decision, determination, approval, consent, waiver or other action to which any requirement of Good Faith Consultation is applicable hereunder can be taken unilaterally by Lead Investors constituting Requisite Investors in accordance herewith (including exercise of the termination rights by Lead Investors constituting Requisite Investors pursuant to Section 10.1(b)-(c) and waiver by Lead Investors constituting Requisite Investors of conditions pursuant to Section 8.2), the consultation shall be by such Lead Investors constituting Requisite Investors only) with the Ad Hoc Counsel acting in good faith, including without limitation: (i) providing a copy to the Ad Hoc Group of any relevant documents and a reasonable opportunity to review and comment on such documents prior to such documents being approved or consented to and prior to such documents being executed or delivered or filed with the Bankruptcy Court, as applicable and (ii) considering, in good faith, any comments of the Ad Hoc Counsel consistent with this Agreement, and any other reasonable comments made by the Ad Hoc Counsel on behalf of the Co-Investors; provided, however, that in no event shall the failure of the Lead Investors or Requisite Investors, as applicable, to engage in such Good Faith Consultation in any way (including the actions contemplated in clauses (i) and (ii) above) in and of itself (w) prevent the Company from relying upon any election, determination, waiver or decision in connection herewith by the Lead Investors or Requisite Investors or the exercise of the Lead Investors or Requisite Investors of any their respective rights under this Agreement, (x) relieve the Lead Investors or Requisite Investors from complying with any of their respective obligations under this Agreement, (y) affect the validity and enforceability of any approval given by the Lead Investors or Requisite Investors or (z) cause any election, decision, determination or other action to be deemed to be a Material Discriminatory Effect; provided, further, nothing in the preceding proviso shall limit the availability of the consent rights of the Co-Investors with respect to an Investor Consent Action that has or would, if implemented, have a Material Discriminatory Effect. The Ad Hoc Counsel shall promptly notify the Lead Investors or the Company, as the case may be, in writing whenever the Ad Hoc Counsel believe...
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Good Faith Consultation with a Person's independent accountants, as used in Sections 2.23 and 3.22 of this Agreement, means consultation with such accountants following disclosure in good faith to such accountants of all facts requested by such accountants or which the specified Person otherwise had reason to believe would be relevant to such accountants' assessment.
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Examples of Good Faith Consultation in a sentence

  • The Company and the Lead Investors agree to reasonably cooperate, following Good Faith Consultation, with each other to structure and implement the VIHI Restructuring in a commercially reasonable manner advantageous to the Company and the Investors.

  • The Lead Investors (after Good Faith Consultation) shall use their commercially reasonable efforts to work with Rothschild Inc.

  • To the knowledge of Broadcom after Good Faith Consultation with Broadcom's independent accountants, neither Broadcom nor any of its directors, officers or shareholders has taken any action which could reasonably be expected to jeopardize the status of the Merger as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code.

  • To the knowledge of Parent after Good Faith Consultation with Parent's independent accountants, neither Parent nor any of its directors, officers or shareholders has taken, or permitted its Affiliates to take, any action which could reasonably be expected to jeopardize the status of the Merger as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code.

  • To the knowledge of Acquiror, after Good Faith Consultation with Acquiror's independent accountants, neither Acquiror nor any of its directors, officers or stockholders has taken any action which could reasonably be expected to jeopardize the status of the Merger as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code.

  • To the knowledge of Lothian, after Good Faith Consultation with Lothian's independent accountants, neither Lothian nor any of its directors, officers or stockholders has taken any action which could reasonably be expected to jeopardize the status of the Merger as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code.

  • HF Electrical Ltd itself can also be guilty of an offence and may face prosecution.

  • To the knowledge of United, after Good Faith Consultation with United's independent accountants, neither United nor any of its directors, officers or stockholders has taken any action which could reasonably be expected to jeopardize the status of the Merger as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code.

  • Article 24: Good Faith Consultation The Bank and the TPP shall make an effort to resolve any matter not stipulated in this Agreement or any question as to the interpretation of this Agreement upon good faith consultation.

  • To the knowledge of the Company and its Subsidiaries after Good Faith Consultation with the Company's and its Subsidiaries' independent accountants, neither the Company nor any of its Subsidiaries nor any of their respective directors, officers or shareholders has taken any action which could reasonably be expected to jeopardize the status of the Merger as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code.


More Definitions of Good Faith Consultation

Good Faith Consultation means consultation by the Company and the Lead Investors (provided, that if the underlying election, decision, determination, approval, consent, waiver or other action to which any requirement of Good Faith Consultation is applicable hereunder can be taken unilaterally by Lead Investors constituting Requisite Investors in accordance herewith (including exercise of the termination rights by Lead Investors constituting
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Good Faith Consultation means consultation by the Company and the Lead Investors (provided, that if the underlying election, decision, determination, approval, consent, waiver or other action to which any requirement of Good Faith Consultation is applicable hereunder can be taken unilaterally by Lead Investors constituting Requisite Investors in accordance herewith (including exercise of the termination rights by Lead Investors constituting Requisite Investors pursuant to Section 10.1(b)-(c) and waiver by Lead Investors constituting Requisite Investors of conditions pursuant to Section 8.2), the consultation shall be by such Lead Investors constituting Requisite Investors only) with the Ad Hoc Counsel acting in good faith, including without limitation: (i) providing a copy to the Ad Hoc Group of any relevant documents and a reasonable opportunity to review and comment on such documents prior to such documents being approved or consented to and prior to such documents being executed or delivered or filed with the Bankruptcy Court, as applicable and(ii) considering, in good faith, any comments of the Ad Hoc Counsel consistent with this Agreement, and any other reasonable comments made by the Ad Hoc Counsel on behalf of the Co-Investors; provided, however, that in no event shall the failure of the Lead Investors or Requisite Investors, as applicable, to engage in such Good Faith Consultation in any way (including the actions contemplated in clauses (i) and (ii) above) in and of itself (w) prevent the Company from relying upon any election, determination, waiver or decision in connection herewith by the Lead Investors or Requisite Investors or the exercise of the Lead Investors or Requisite Investors of any their respective rights under this Agreement, (x) relieve the Lead Investors or Requisite Investors from complying with any of their respective obligations under this Agreement, (y) affect the validity and enforceability of any approval given by the Lead Investors or Requisite Investors or (z) cause any election, decision, determination or other action to be deemed to be a Material Discriminatory Effect; provided, further, nothing in the preceding proviso shall limit the availability of the consent rights of the Co-Investors with respect to an Investor Consent Action that has or would, if implemented, have a Material Discriminatory Effect. The Ad Hoc Counsel shall promptly notify the Lead Investors or the Company, as the case may be, in writing whenever the Ad Hoc Counsel believes...
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Good Faith Consultation with a Person's independent accountants, means consultation with such accountants following disclosure in good faith to such accountants of all facts requested by such accountants or which the specified Person otherwise had reason to believe would be relevant to such accountants' assessment.
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Good Faith Consultation means consultation with a Person's
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Related to Good Faith Consultation

  • Good Faith Contest means the contest of an item as to which: (a) such item is contested in good faith, by appropriate proceedings, (b) reserves that are adequate are established with respect to such contested item in accordance with GAAP and (c) the failure to pay or comply with such contested item during the period of such contest could not reasonably be expected to result in a Material Adverse Effect.

  • Consultation means the good faith attempt by the Depositary to discuss, if practicable, the relevant issue in a timely manner with a person employed by the Company reasonably believed by the Depositary to be empowered by the Company to engage in such discussion on behalf of the Company.

  • Good Faith Effort means efforts to achieve a DBE goal or other requirement of this Special Provision which, by their scope, intensity, and appropriateness to the objective, can reasonably be expected to fulfill the program requirement.

  • Consultation Period means the period of sixty (60) days or such longer period as the Parties may agree, commencing from the date of issue of a TSP’s Preliminary Notice or a Nodal Agency’s Preliminary Termination Notice, as provided in Article 13 of this Agreement, for consultation between the Parties to mitigate the consequence of the relevant event having regard to all the circumstances;

  • good faith means that degree of diligence which a reasonable person would exercise in the performance of legal duties and obligations;

  • Good Faith Efforts means actions undertaken by a bidder or contractor to achieve a Contract Specific Goal that the CPO or his or her designee has determined, by their scope, intensity, and appropriateness to the objective, can reasonably be expected to fulfill the program’s requirements.

  • Consultation Termination Event shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.

  • Risk Retention Consultation Party means each risk retention consultation party appointed pursuant to the Lead Securitization Servicing Agreement.

  • Independent Firm has the meaning set forth in Section 10.03 of this Agreement.

  • Leading Hand means an employee who is given by the employer, or the employee’s agent, the responsibility of directing and/or supervising the work of other persons, or in the case of only one person, the specific responsibility of directing and/or supervising the work of that person.

  • Independent professional advice means advice of an attorney, certified public accountant, actuary, or other licensed professional adviser.

  • Investigating Committee means any Officer/Committee appointed by Competent Authority to conduct investigation.

  • Coordination Committee means the jointly constituted PJM and NYISO committee established to administer the terms and provisions of this Agreement pursuant to Section 35.3.2.

  • Negotiation means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder.

  • Benchmark Transition Event means the occurrence of one or more of the following events with respect to the then-current Benchmark:

  • Independent Financial Consultant means a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the District, who, or each of whom:

  • professional diligence means the standard of skill and care that a Member would be reasonably expected to exercise towards a Client, commensurate with-

  • Bad Faith means, with respect to any determination, action or omission, of any Person, board or committee, that such Person, board or committee reached such determination, or engaged in or failed to engage in such act or omission, with the belief that such determination, action or omission was adverse to the interest of the Partnership.

  • Resolve and the correlative terms, “Resolved”, “Resolving” and “Resolution” each means that the Services are restored to a point where the Customer can perform their job. In some cases, this may only be a work around solution until the root cause of the Error or Unplanned Disruption is identified and corrected (the need for restoration of normal service supersedes the need to find the root cause of the incident).

  • Coordinated External Transaction means a transaction to simultaneously purchase and sell energy on either side of a CTS Enabled Interface in accordance with the procedures of Operating Agreement, Schedule 1, section 1.13, and the parallel provisions of Tariff, Attachment K- Appendix.

  • Qualified professional means, for the purposes of OAR 411-320- 0080, any of the following licensed professionals trained to make a diagnosis of a specific intellectual or developmental disability:

  • Independent Board Committee means the independent board committee of the Company

  • Investigation Committee means the Investigation Committee appointed by the Board under Regulation 5 of these Regulations;

  • Reasonable Distance means a distance that has regard to the Employee’s original work location, current home address, capacity of the Employee to travel, additional travelling time, effects on the personal circumstances of the affected Employee, including family commitments and responsibilities and other matters raised by the Employee, or assistance provided by their Employer.

  • Coordinating board means the Texas Higher Education Coordinating Board.

  • Child custody determination means a judgment, decree, or other order of a court providing for the legal custody, physical custody, or visitation with respect to a child. The term includes a permanent, temporary, initial, and modification order. The term does not include an order relating to child support or other monetary obligation of an individual.