Good Faith Payment Sample Clauses

Good Faith Payment. Med-Air acknowledges its receipt of $25,000 from CFWH, which was paid by CFWH to Med-Air on or about May 4, 2007 as a good faith payment toward the first installment payment due under the Med-Air Note (the “Good Faith Payment”). Med-Air agrees that the Good Faith Payment shall be credited toward the first installment payment due under the Med-Air Note and, consequently, the balance remaining due under the Med-Air Note is $1,869,250 and that the unpaid portion of the first installment payment is $88,562.50. On the Effective Date, CFWH shall place the unpaid portion of the first installment payment in escrow with CFWH’s counsel, which amount shall be released to Med-Air on the Closing Date. 2.4.
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Good Faith Payment. At signing of this Agreement, Recipient shall deliver a Good Faith Payment as indication of Recipient’s commitment to the Program. For purposes of this Agreement, the amount of the payment shall be calculated as 25% x current estimated value of the lighting equipment (item 7 above), rounded to the nearest dollar, as follows:
Good Faith Payment. Employee acknowledges that he has no legal right or entitlement to a 2023 annual bonus under the 2022 annual bonus plan; however, Company and Employee agree that Employee will be paid a lump sum, good faith payment in an amount equal to his 2022 annual incentive bonus at the bonus multiplier percentage approved by the Board of Directors (the “Good Faith Payment”). The Good Faith Payment will be paid at some time after the bonus multiplier percentage is approved by the Board of Directors.
Good Faith Payment. If you wish to proceed on the basis outlined ------------------ in this letter, you will deliver to the Company, by cashier's check or wire transfer, the sum of $2.5 million. The Committee has been advised that this represents a portion of the fees and expenses which have been incurred by the Company to date in connection with the offer made by Messrs. Xxxxxxxx and Xxxxxxxx and the additional fees and expenses which would be incurred by the Company and paid to the Acquiror or the Acquiror Parties upon the termination of the Merger Agreement. (It has been estimated by the Company that the actual fees and expenses may exceed $3.0 million.) This payment by you shall be nonrefundable, but the Company would be obligated to pay you a termination fee in the amount of $2.5 million in the event that your acquisition does not take place due to a material breach by the Company of its obligations under the Acquisition Agreement. Accordingly, if for any other reason your acquisition is not completed, no termination fee will be payable to you. You should note that in the event either Acquiror or the Company terminates the Merger Agreement due to approval or recommendation of your proposal, the amounts due Acquiror and the Acquiror Parties will be paid by the Company as required by the terms of the Merger Agreement. The foregoing shall not be considered a counter offer that, upon acceptance by you, would become legally binding. However, if these terms are satisfactory, the Committee will proceed with its recommendation to the Board of Directors subject to your prior execution and delivery of a mutually satisfactory, legally binding term sheet incorporating the foregoing terms and your payment of the $2.5 million to the Company. If you have any questions, please do not hesitate to contact the Committee through its counsel at the following address and phone number:
Good Faith Payment. In consideration of City not requiring payment from Licensee under this Agreement until September 1, 2023, Licensee agrees to pay City an amount of one hundred thousand dollars ($100,000.00) within five business days of the date listed in the opening paragraph of this Agreement (the “Good Faith Payment”). City will credit against the amount owed by Licensee for its Development Costs under Article 2 an amount equal to the Good Faith Payment.

Related to Good Faith Payment

  • Good Faith Deposit Borrower has paid to Bank a deposit of Twenty Thousand Dollars ($20,000) (the “Good Faith Deposit”) to initiate Bank’s due diligence review process. Any portion of the Good Faith Deposit not utilized to pay Bank Expenses will be applied to the Facility Fee.

  • Good Faith Determination The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement.

  • Good Faith Negotiation The Parties shall attempt in good faith to achieve consensus with respect to all matters arising under this Agreement and to use reasonable efforts through good faith discussion and negotiation to avoid and resolve disputes that could delay or impede a Party from receiving the benefits of this Agreement. These dispute resolution procedures apply to any dispute that arises from either Party’s performance of, or failure to perform, in compliance with this Agreement and which the Parties are unable to resolve prior to invocation of these procedures.

  • Good Faith Reliance The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

  • Good Faith The parties to this contract shall, in exercising their respective rights and complying with their respective obligations under this contract (including when conducting any discussions or negotiations arising out of the application of any provisions of this contract or exercising any discretion under them), at all times act in good faith.

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Good Faith Efforts Contractor shall, to the extent consistent with quality, price, risk and other lawful and relevant considerations, use its good faith efforts to achieve participation by minority, women, and disadvantaged business enterprise participation in Work and services contracted to Contractor under this Contract.

  • 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.

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