Reasonable and Best Efforts definition

Reasonable and Best Efforts. Reasonable and best efforts shall not include the payment of any non-reimbursable out-of-pocket costs or other payments by Consultant. Consultant shall not guarantee, make any representation concerning (which representation would survive the closing of any escrow or other transaction) or warrant (i) the condition, performance, value, or profitability of any business purchased, sold by, or otherwise considered for purchase or sale by the Company; (ii) the validity or authorization of any capital stock purchased, sold by, or otherwise considered for purchase or sale by the Company; (iii) the market value of any capital stock, business or assets purchased or sold by, or otherwise considered for purchase or sale by the Company; (iv) the ability to finance, refinance or otherwise mortgage or encumber any business or corporation purchased, sold by, or otherwise considered for purchase or sale by the Company; (vi) that Consultant will find or present any business or corporation which the Company will consider, approve or ultimately purchase or be able to purchase; or (vii) the covenants, representations or warranties of any party to any stock purchase, asset purchase, merger or other agreement entered into by the Company with any third party.
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Reasonable and Best Efforts. Reasonable and best efforts shall not include the payment of any non-reimbursable out-of-pocket costs or other payments by IR Consultant. IR Consultant shall not guarantee, make any representation concerning (which representation would survive the closing of any escrow or other transaction) or warrant (i) the validity or authorization of any capital stock purchased, sold by, or otherwise considered for purchase or sale by the Company; (ii) the market value of any capital stock, business or assets purchased or sold by, or otherwise considered for purchase or sale by the Company; (iii) the covenants, representations or warranties of any party to any stock purchase, asset purchase, merger or other agreement entered into by the Company with any third party. The IR Consultant acknowledges and agrees that the Company makes no representation that the Company will engage in any transaction for which the IR Consultant has provided Services and the decision to enter into any transaction shall be made by the Company in its sole and absolute discretion. Non-Guarantee. IR Consultant promises to exercise best efforts in its duties and responsibilities in its entirety and makes no guarantee it will be successful in any claims made to the Company either verbally and pursuant to any results and claims stipulated in this Agreement. Any comments made regarding potential time frames and anything that pertains to the outcome of Company’s requests is expressions of opinion only. Company acknowledges and agrees it is not required to make exclusive use of IR Consultant for any services IR Consultant holds no exclusive rights to the Company’s project. Notwithstanding the foregoing, IR Consultant shall not unduly cause a delay in the performance of its services under this Agreement.
Sample 1
Reasonable and Best Efforts. Reasonable and best efforts shall mean such efforts as are commensurate with the duties reasonably carried out by a consultant performing similar services. Consultant shall in no event be obligated to pay any out of pocket costs or other expenses not reimbursable by the Company. Consultant shall not guarantee, make any representation concerning (which representation would survive the closing of any escrow or other transaction) or warrant (i) the condition, performance, value, or profitability of any business or securities purchased, sold by, or otherwise considered for purchase or sale by the Company; (ii) the validity or authorization of any capital stock purchased, sold by, or otherwise considered for purchase or sale by the Company; (iii) the market value of any capital stock, business or assets purchased or sold by, or otherwise considered for purchase or sale by the Company or (iii) the covenants, representations or warranties of any party to any stock purchase, asset purchase, merger or other agreement entered into by the Company with any third party including Rocket City.
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More Definitions of Reasonable and Best Efforts

Reasonable and Best Efforts. Reasonable and best efforts shall not include the payment of any non-reimbursable out-of-pocket costs or other payments by Consultant. Consultant shall not guarantee, make any representation concerning (which representation would survive the closing of any escrow or other transaction) or warrant (i) the condition, performance, value, or suitability of any of the Company’s products; (ii) the validity or authorization of any of the Company’s products; (iii) the market value of any of the Company’s products; (iv) the ability to sell or resell any of the Company’s products; (vi) that Consultant will find or present any transactions to the Company; or (vii) the covenants, representations or warranties of any party to any agreement with the Company.
Sample 1

Related to Reasonable and Best Efforts

  • Best Efforts the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible.

  • Reasonable Best Efforts means best efforts, to the extent commercially reasonable.

  • Reasonable Efforts means, with respect to any action required to be made, attempted, or taken by an Interconnection Party or by a Construction Party under Tariff, Part IV or Tariff, Part VI, an Interconnection Service Agreement, or a Construction Service Agreement, such efforts as are timely and consistent with Good Utility Practice and with efforts that such party would undertake for the protection of its own interests.

  • Reasonable Commercial Efforts means, with respect to the applicable obligation of the Company, reasonable commercial efforts for similarly situated, publicly-traded companies.

  • Commercially Reasonable Efforts means efforts which are reasonably within the contemplation of the Parties at the time of executing this Agreement and which do not require the performing Party to expend any funds other than expenditures which are customary and reasonable in transactions of the kind and nature contemplated by this Agreement in order for the performing Party to satisfy its obligations hereunder.

  • 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.

  • Diligent Efforts means, with respect to a Party’s obligations hereunder, the carrying out of obligations or tasks in a sustained manner consistent with the efforts a Party devotes to a research, development or marketing project for a pharmaceutical product or products of similar market potential, profit potential or strategic value resulting from its own research efforts, based on conditions then prevailing, which efforts shall in any event be no less than those which would be considered reasonable in the pharmaceutical or biotechnology industries.

  • Reasonable and Customary means, in relation to a charge for Medical Service, such level which does not exceed the general range of charges being charged by the relevant service providers in the locality where the charge is incurred for similar treatment, services or supplies to individuals with similar conditions, e.g. of the same sex and similar Age, for a similar Disability, as reasonably determined by the Company in utmost good faith. The Reasonable and Customary charges shall not in any event exceed the actual charges incurred.

  • Reasonable grounds means that a reasonable person in your position would also suspect the information indicates misconduct or a breach of the law.

  • Reasonable pupil means a pupil, including, but not limited to, an exceptional needs pupil, who exercises average care, skill, and judgment in conduct for a person of his or her age, or for a person of his or her age with his or her exceptional needs.

  • Reasonable assurance means a high degree of confidence that submitted data and statements are valid.

  • Reasonable Steps means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which must not be less than a reasonable standard of care.

  • Reasonable cost means a cost for a service or item that is consistent with the market standards for comparable services or items.

  • Reasonable suspicion means a basis for forming a belief based on specific facts and rational inferences drawn from those facts.

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

  • 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.

  • Use shall have the meaning given to such term under the HIPAA regulations in 45 CFR § 160.103.

  • Reasonable and prudent parent standard means the

  • Reasonable in these circumstances means ‘using no more force than is needed’. The use of force may involve either passive physical contact, such as standing between pupils or blocking a pupil’s path, or active physical contact such as leading a pupil by the arm out of the classroom.

  • Reasonable Costs means the reasonable actual costs and expenses incurred by us in carrying out any further Audit under this Contract, including, but not limited to, reasonable travel and subsistence costs;

  • Commercially Reasonable or “Commercially Reasonable Efforts” means, with respect to any action required to be made, attempted or taken by a Party under this Agreement, the level of effort in light of the facts known to such Party at the time a decision is made that: (a) can reasonably be expected to accomplish the desired action without a material increase in costs incurred by such Party; (b) is consistent with Prudent Industry Practices; and (c) takes into consideration the amount of advance notice required to take such action, the duration and type of action and the competitive environment in which such action occurs.

  • Reasonable cause as used in this policy means an articulable belief based on specific facts and reasonable inferences drawn from those facts that an employee is more likely than not under the influence of controlled substances or alcohol or has used drugs or alcohol in violation of this policy. Circumstances which can constitute a basis for determining "reasonable cause" may include, but are not limited to:

  • Working Timetable has the meaning ascribed to it in Part A of the Network Code.

  • Reasonable Care means the use of reasonable custodial practices under the applicable circumstances as measured by the custodial practices then prevailing in Russia of International Financial Institutions acting as custodians for their institutional investor clients in Russia.

  • Cooperation shall refer to those provisions set forth below in Paragraphs 41–42 of this Agreement and Paragraphs 1–9 in Appendix A.

  • Reasonable Expenses means the reasonable expenses of Employees or Personnel, as the case may be, for which those Employees or Personnel may be reimbursed under the Operator’s usual expense account practice, as accepted by the Management Committee; including without limiting generality, any relocation expenses necessarily incurred in order to properly staff the Mining Operations if the relocation is approved by the Management Committee.