Bona fide Sample Clauses

Bona fide. The Parties acknowledge that bona fide compliance with this Agreement requires, in addition to the fulfilment of the specific undertakings and obligations expressly provided for herein, that all the Parties act in good faith and diligently in executing other actions and decisions, and refraining from carrying out other actions or decisions, as may be necessary or convenient for a fair, complete, prompt and adequate implementation of all the effects that reasonably follow from (a) the common will and purposes of the Parties in consideration of which they enter into this Agreement, and (b) the terms used by the Parties to describe their rights and obligations hereunder. The Parties expressly undertake to proceed as appropriate for the bona fide compliance with this Agreement.
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Bona fide. Each and every Receivable shall (i) be bona fide, be for a certain undisputed claim or demand for the amount Borrower represented to be owing thereon, (ii) represent a sale and delivery of personal property sold or work and labor done, (iii) not be subject to any set-off, counterclaim, or contingent liability upon the fulfillment of any contract or condition whatsoever, and (iv) shall not be subject to any prohibition or limitation upon assignment except as required by the Assignment of Claims Act.
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Bona fide. The Parties acknowledge that bona fide compliance with this Agreement requires, in addition to the fulfillment of the specific undertakings and obligations expressly provided Any text removed pursuant to Telefónica, S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. for herein, that all the Parties act in good faith and diligently in executing other actions and decisions, and refrain from carrying out other actions or decisions, as may be necessary or convenient for a fair, complete, prompt and adequate implementation of all the effects that reasonably follow from (a) the common will and purposes of the Parties in consideration of which they enter into this Agreement, and (b) the terms used by the Parties to describe their rights and obligations hereunder. The Parties expressly undertake to proceed as appropriate for the bona fide compliance with this Agreement.
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Bona fide. Each and every Account will be bona fide, be for a --------- certain undisputed claim or demand for the amount Obligor represented to be owing thereon, represent a sale and delivery of personal property sold or leased or for services rendered, and not be subject to any setoff, counterclaim, or contingent liability upon the fulfillment of any contract or condition whatsoever.
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Bona fide. As it is a bona fide requirement because of the nature of the job, each employee on reaching the age of sixty years, shall retire from the Fire Department.
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Bona fide. If the Services include the giving of evidence in a court or tribunal or the provision of a report as an expert, BMT EA will exercise its professional judgement and will act bona fide and without bias in providing those Services.
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Related to Bona fide

  • Arm’s Length With respect to its obligations in connection with the Conveyed Assets, the Servicer shall transact and deal with its Affiliates on an arm’s-length basis.

  • Arm’s Length Transaction The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Bank with respect thereto. Any review by the Underwriters of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank.

  • Purchases Without the prior written consent of Lender, no materials, machinery, equipment, fixtures or any other part of the Repairs or Capital Replacements will be purchased or installed under conditional sale contracts or lease agreements, or any other arrangement wherein title to such Repairs or Capital Replacements is retained or subjected to a purchase money security interest, or the right is reserved or accrues to anyone to remove or repossess any such Repairs or Capital Replacements, or to consider them as personal property.

  • Alternative Transaction In the event that, in lieu of the Arrangement, the Purchaser seeks to complete the acquisition of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not withdrawing them; and/or (B) voting or causing to be voted all of the Subject Shares (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction.

  • Speculative Transactions Engage, or permit any of its Subsidiaries to engage, in any transaction involving commodity options or futures contracts or any similar speculative transactions.

  • Proposal Proposal means any information supplied by or on behalf of the insured, deemed to be a completed proposal form and medical questionnaire and other relevant information that the insurer may require.

  • Fair Consideration The consideration received by the Company upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value of the Mortgage Loans.

  • Bona Fide Request/New Business Request Process for Further Unbundling 6.1 BellSouth shall, upon request of <<customer_name>>, provide to <<customer_name>> access to its network elements at any technically feasible point for the provision of <<customer_name>>'s telecommunications service where such access is necessary and failure to provide access would impair the ability of <<customer_name>> to provide services that it seeks to offer. Any request by <<customer_name>> for access to a network element, interconnection option, or for the provisioning of any service or product that is not already available shall be treated as a Bona Fide Request/New Business Request (BFR/NBR), and shall be submitted to BellSouth pursuant to the BFR/NBR process.

  • Third Party “Third Party” shall mean any Person other than a Party or an Affiliate of a Party.

  • Acquisition Proposal “Acquisition Proposal” shall mean any offer or proposal (other than an offer or proposal made or submitted by Parent) contemplating or otherwise relating to any Acquisition Transaction.

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