Good Faith, Cooperation and Due Diligence Sample Clauses

Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent.
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Good Faith, Cooperation and Due Diligence. The parties hereto ---------- ------------------------------------------ covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent.
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Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent. INDEMITY: Customer and Empower Digital Solutions (each an “Indemnifying Party”) agree to hold harmless, defend and indemnify each other and their respective directors, officers, employees, agents and independent contractors (the “Indemnified Parties”) from and against all claims, liabilities, damages, losses and expenses, including but not limited to reasonable attorneys' fees and costs of suit, arising out of or in connection with: (a) any negligent or willful act or omission of the Indemnifying Party or the Indemnifying Party’s employees or agents, including but not limited to the extent such act or omission causes or contributes to (i) any bodily injury, sickness, disease or death; (ii) any injury to or destruction of tangible or intangible property (including computer programs and data or any loss of use resulting there from; or (iii) any violation of any statute, ordinance or regulation; and (b) any breach, violation or failure of any of the warranties, representations or obligations of the Indemnifying Party under this Agreement..
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Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are separate and independent and in the event any covenant of provision herein is found to be void or unenforceable it shall be deemed to be removed from this Agreement and the balance of the Agreement shall be construed as though such provision did not form part thereof.
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Good Faith, Cooperation and Due Diligence. The Parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in all the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent. □ Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.
Sample 1
Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent. Done as of the date first found above. CALAIS RESOURCES COLORADO, INC. CALAIS RESOURCES, INC. by: /s/ Xxx Xxxxxxxxx /s/ Xxxx Xxxx ----------------- ------------- Xxx Xxxxxxxxx Xxxx Xxxx /s/ Xxxxxx Xxxxxxx ----------------- Xxx Xxxxxxx
Sample 1
Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. DIAMOND HILL CAPITAL MANAGEMENT, INC. By: /S/Xxxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxxx X. Xxxxxx, Xx. Title: President Address for all notices: Diamond Hill Capital Management, Inc. 0000 Xxxxxxx Xxxx Suite 437 Columbus, OH 43229 SYNOVUS SECURITIES, INC. By: /S/Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: President Address for all notices: Synovus Securities, Inc. 0000 0xx Xxxxxx Xxxxxxxx, XX 00000 EXHIBIT B: FEE SCHEDULE General Fee Schedule The Client will compensate Synovus Securities, Inc. by payment of an annual asset-based fee, payable quarterly. The fee schedule currently in effect is as follows: Eligible Asset Range (Average Daily Balance) Annual Rate On the first $500,000 2.00% of Eligible Assets* On the next $500,000 1.60% of Eligible Assets* Assets above $1,000,000 1.20% of Eligible Assets* * Minimum Fee: $5,000 annually. Fees charged to each Client will include all management, custodial, and brokerage related expenses to the extent the Client designates Synovus to act as its custodian and broker-dealer. Otherwise, additional fees may be charged to the Client for third party custodial and brokerage services on a periodic or transactional basis. Adviser shall not be entitled to receive or be credited for any portion of the additional fees charged to Client as a result of third party custodial or brokerage services rendered on behalf of the Client. EXHIBIT C: FEE CALCULATION Fees charged to each Client will be based on the average daily balance ("ADB") held in the Client's Brokerage Account. The ADB is calculated as follows: * The average of all the daily balances, based on settlement date, from the prior billing cycle. This figure is used to xxxx forward for the number of calendar days in the next billing cycle. For a prorated billing cycle, this figure also is used to xxxx in arrears for the number of calendar days the account has been open; * Does not count accounts with a debit balance or zero balance; * Does not count days with a zero balance within an otherwise funded period for an account; * Will include annuities that are cross-referenced at the clearing firm using the clearing firm's posting service; * Margin account fee calculations are based on the margin debt, plus the market value; and * Does not include unpriced securities. The ADB, as...
Sample 1
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Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. DIAMOND HILL CAPITAL MANAGEMENT, INC. By: Name: Title: Address for all notices: Diamond Hill Capital Management, Inc. 0000 Xxxxxxx Xxxx Suite 437 Columbus, OH 43229 BANC STOCK FINANCIAL SERVICES, INC. By: Name: Title: Address for all notices: Banc Stock Financial Services, Inc. 0000 Xxxxxxx Xx., Suite 437 Columbus, OH 43229 EXHIBIT B: FEE SCHEDULE General Fee Schedule The Client will compensate Banc Stock Financial Services, Inc. by payment of an annual asset-based fee, payable quarterly. The fee schedule currently in effect is as follows: Eligible Asset Range (Average Daily Balance) Annual Rate On the first $500,000 2.00% of Eligible Assets* On the next $500,000 1.60% of Eligible Assets* Assets above $1,000,000 1.20% of Eligible Assets* * Minimum Fee: $5,000 annually. Fees charged to each Client will include all management, custodial, and brokerage related expenses to the extent the Client designates BSFS to act as its custodian and broker-dealer. Otherwise, additional fees may be charged to the Client for third party custodial and brokerage services on a periodic or transactional basis. Adviser shall not be entitled to receive or be credited for any portion of the additional fees charged to Client as a result of third party custodial or brokerage services rendered on behalf of the Client. EXHIBIT C: FEE CALCULATION Fees charged to each Client will be based on the average daily balance ("ADB") held in the Client's Brokerage Account. The ADB is calculated as follows: * The average of all the daily balances, based on settlement date, from the prior billing cycle. This figure is used to xxxx forward for the number of calendar days in the next billing cycle. For a prorated billing cycle, this figure also is used to xxxx in arrears for the number of calendar days the account has been open; * Does not count accounts with a debit balance or zero balance; * Does not count days with a zero balance within an otherwise funded period for an account; * Will include annuities that are cross-referenced at the clearing firm using the clearing firm's posting service; * Margin account fee calculations are based on the margin debt, plus the market value; and * Does not include unpriced securities. The ADB, as previously described, is multiplied by the applicable r...
Sample 1
Good Faith, Cooperation and Due Diligence 
Sample 1

Related to Good Faith, Cooperation and Due Diligence

  • Independent Due Diligence and Decision Making Each Consenting Stakeholder hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties.

  • Due Diligence During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent may reasonably request from time to time.

  • Due Diligence Cooperation The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably 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.

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

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