Good Faith and Commercially Reasonable Manner Sample Clauses

Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner.
Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Attachment A, including, but not limited to, all calculations, valuations and determinations made by either Party, will be made in good faith and in a commercially reasonable manner. ATTACHMENT B Form of Guaranty THIS GUARANTY (this “Guaranty”), dated as of , 20 , is made by (the “Guarantor”), a organized and existing under the laws of , in favor of Ameren Illinois Company d/b/a Ameren Illinois (the “Guaranteed Party”), a corporation organized and existing under the laws of the State of Illinois. Terms not defined herein shall have the meanings given to them in the [ ] dated , 20 (as amended, modified or extended from time to time, the “Agreement”), between the Guaranteed Party and , a organized and existing under the laws of (the “Counterparty”). This Guaranty is made by Guarantor in consideration for, and as an inducement for the Guaranteed Party to enter into, the Agreement with the Counterparty. Guarantor, subject to the terms and conditions hereof, hereby unconditionally, irrevocably and absolutely guarantees to the Guaranteed Party the full and prompt payment and performance when due, subject to any applicable grace period, of all payment obligations of the Counterparty to the Guaranteed Party arising out of the Agreement. Without limiting the generality of the foregoing, Guarantor further agrees as follows:
Good Faith and Commercially Reasonable Manner. Any exercise of discretion by the Issuer under the Conditions will be made in good faith and in a commercially reasonable manner.

Related to Good Faith and Commercially Reasonable Manner

  • Commercially Reasonable To the extent that applicable Requirements of Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following:

  • Commercially Reasonable Best Efforts Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Contributions and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI hereof to be satisfied (but excluding the waiver of any of such Party’s conditions to their obligations to effect the Contributions); (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity; (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including the consents referred to in Section 2.5 of the Company Schedule; (iv) providing and permitting suitably knowledgeable directors, officers, employees and other Persons to attend “road shows” that are to be presented to existing and prospective GGAC security holders; (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (vi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require GGAC or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

  • Commercially Reasonable Efforts Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

  • All Reasonable Efforts Subject to the terms and conditions herein provided, FNFG agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.

  • Reasonable Cooperation Executive acknowledges and agrees that, during the course of Executive’s employment with Employer, Executive was involved in, and may have information or knowledge of, business matters that may become the subject of legal action, including threatened litigation, investigations, administrative proceedings, hearings or disputes. As such, upon reasonable notice, Executive agrees to cooperate fully with any investigation into, defense or prosecution of, or other involvement in, claims to which Executive has personal and relevant knowledge that is or may be made by or against Employer. This agreement to cooperate includes talking to or meeting with such persons at times and in such places as Employer and Executive reasonably agree to, as well as giving truthful evidence and truthful testimony. Employer shall reimburse Executive for reasonable out-of-pocket expenses actually incurred in connection with such assistance. Executive also promises to notify Employer within five (5) days if Executive is subpoenaed or contacted by a third party seeking information about Employer activities.

  • Reasonable Care The Collateral Agent is required to exercise reasonable care in the custody and preservation of any Collateral in its possession; provided, however, that the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral if it takes such action for that purposes as any owner thereof reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default, but failure of the Collateral Agent, to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care. [THIS SPACE INTENTIONALLY LEFT BLANK]