Negotiating in Good Faith. The term “negotiate in good faith,” shall mean the mutual obligation to meet at reasonable times and places with the willingness to examine the other party’s concerns and points of view on any matter which is a topic of negotiations, however, neither party shall thereby be compelled to agree to a specific proposal nor to make a concession.
Negotiating in Good Faith. In consideration of the Stockholders executing and delivering this Agreement, Parent and Sub agree to negotiate in good faith and use its commercially reasonable best efforts to execute and deliver a Merger Agreement (which shall include an agreement to tender for the outstanding shares of Company Common Stock) on terms mutually satisfactory to the parties thereto as soon as practicable; provided that Parent and Sub's failure to execute such agreement shall not relieve the stockholders from their obligations hereunder.
Negotiating in Good Faith. A good faith effort is negotiating in good faith with interested DBEs. It is the bidder’s responsibility to make a portion of the work available to DBE subcontractors and suppliers and to select those portions of the work or material needs consistent with the available DBE subcontractors and suppliers, so as to facilitate DBE participation. Evidence of such negotiation includes the names, addresses, and telephone numbers of DBEs that were considered; a description of the information provided regarding the plans and specifications for the work selected for subcontracting; and evidence as to why additional agreements could not be reached for DBEs to perform the work. A bidder using good business judgment would consider a number of factors in negotiating with subcontractors, including DBE subcontractors, and would take a firm’s price and capabilities as well as contract goals into consideration. However, the fact that there may be some additional costs involved in finding and using DBEs is not in itself sufficient reason for a bidder’s failure to meet the contract DBE goal, as long as such costs are reasonable. Also, the ability or desire of a bidder to perform the work of a contract with its own organization does not relieve the bidder of the responsibility to make good faith efforts. Bidders are not, however, required to accept higher quotes from DBEs if the price difference is excessive or unreasonable.
