Good Faith Compliance. The Parties agree to cooperate in good faith and to do all things necessary to effectuate this Agreement.
Good Faith Compliance. During the Periodic Review, the City Manager shall review Developer’s good-faith compliance with the terms of this Agreement. At the conclusion of the Periodic Review, the City Manager shall make written findings and determinations, on the basis of substantial evidence, as to whether or not Developer has complied in good faith with the terms and conditions of this Agreement. The decision of the City Manager shall be appealable to the City Council. If the City Manager finds and determines that Developer has not complied with such terms and conditions, the City Manager may recommend to the City Council that it terminate or modify this Agreement by giving notice of its intention to do so, in the manner set forth in California Government Code §§ 65867 and 65868. The costs incurred by City in connection with the Periodic Review process described herein shall be shared equally by Developer and City.
Good Faith Compliance. During each periodic review, Developer shall be required to demonstrate good faith compliance with the terms of this Agreement. Developer agrees to furnish reasonable evidence of good faith compliance as City, in the exercise of its reasonable discretion, may require. If requested by Developer, City agrees to provide to Developer, a certificate that Developer, or a duly authorized Transferee, is in compliance with the terms of this Agreement, provided Developer reimburses City for all reasonable and direct costs and fees incurred by City with respect thereto.
Good Faith Compliance. The characterization and timing of payments under this Agreement are intended to comply with proposed regulations under IRC Section 409(A). Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right to modify the characterization and/or timing of any payment under this Agreement in order to comply with final regulations as issued by the Internal Revenue Service and shall not be held liable for delay or acceleration of any payments associated with this Agreement in order to comply with such regulations. Subject to the consent of the Company, which consent shall not be unreasonably withheld, Employee may request the amendment or modification of this Agreement or the delay of any payment hereunder to the extent Employee deems necessary or advisable to comply with the provisions of IRC Section 409A. Employee acknowledges that neither the Company nor its directors, officers or employees has provided him with advice about the terms and conditions of this Agreement, including the taxation of benefits and payments hereunder, and that neither the Company nor its directors, officers or employees has any ongoing obligation to do so. Employee has been advised to consult tax counsel prior to the execution of this Agreement and he has done so or determined that such counsel is not necessary.
Good Faith Compliance. During the Periodic Review, the Director of Community Development shall review Developer’s good-faith compliance with the terms of this Agreement. At the conclusion of the Periodic Review, the Director of Community Development shall make written findings and determinations, on the basis of substantial evidence, as to whether or not Developer has complied in good faith with the terms and conditions of this Agreement. The decision of the Director of Community Development shall be appealable to the City Council by Developer. If the Director of Community Development finds and determines that Developer has not complied with such terms and conditions, the Director of Community Development may recommend to the City Council that it terminate or modify this Agreement by giving notice of its intention to do so, in the manner set forth in California Government Code Sections 65867 and 65868. The costs incurred by City in connection with the Periodic Review process described herein shall be shared equally by Developer and City.
Good Faith Compliance. During each periodic review, Owner shall be required to demonstrate good faith compliance with the terms of this Agreement. Owner shall furnish such reasonable evidence of good faith compliance as City, in the exercise of its reasonable discretion, may require. If requested by Owner, City shall provide to Owner, a certificate that Owner or a duly authorized Estoppel Certificate pursuant to the provisions of Section 13 of this Agreement.
Good Faith Compliance. During each annual review, Developer is required to demonstrate good faith compliance with the terms of this Agreement.
Good Faith Compliance. The Debtors, the Reorganized Debtors, the Consenting Stakeholders, and each of their respective current and former officers, directors, members (including ex officio members), managers, employees, partners, advisors, attorneys, professionals, accountants, investment bankers, investment advisors, actuaries, Affiliates, financial advisors, consultants, agents, and other representatives of each of the foregoing Entities (whether current or former, in each case in his, her or its capacity as such) have, and upon Confirmation shall be deemed to have, solicited votes on this Plan from the Voting Classes in compliance with the applicable provisions of the Bankruptcy Code, and any applicable non-bankruptcy law, rule or regulation governing the adequacy of disclosure in connection with the solicitation, and acted in “good faith” under section 1125(e) of the Bankruptcy Code; and therefore, no such parties, individuals, or the Debtors or the Reorganized Debtors shall have any liability for the violation of any applicable law, rule, or regulation governing the solicitation of votes on this Plan or the offer, issuance, sale, or purchase of the Securities offered and sold under this Plan.
Good Faith Compliance. During a review, Owner shall be required to demonstrate good faith compliance with the terms of the Agreement. The burden of proof on this issue shall be on Owner.
Good Faith Compliance. In all matters to act loyally and faithfully towards the Franchisor To obey the Franchisor’s orders and instructions and in the absence of any such orders or instructions in relation to any particular matter to act in such a manner as the Franchisee ought reasonably to have considered to be the most beneficial 17 Disclosure On entering into this or any other agreement or transaction with the Franchisor during the Term or any continuation of it to make full disclosure of all material circumstances and of everything known to it respecting the subject matter of the contract or transaction which would be likely to influence the conduct of the Franchisor including in particular the disclosure of other agencies or franchises in which the Franchisee is interested directly or indirectly Pass on information Without prejudice to the Franchise’s right to supply such Customers promptly 18 to refer to the Franchisor any inquiries From prospective customers or other leads outside the Territory To supply to the Franchisor information which may come in its Possession, which may assist the Franchisor to effect sales or other Dealings [for the Business or in the Products or in the Services] outside the Territory To pass on any information which may prejudice [sales of the Products or supplies of the Services or the Business] in any way Registered user Where required by the Franchisor [to join with the Franchisor in making or to make] application to become [the registered user or the licensee] of any part of the Intellectual Property Protection of Intellectual Property Not to cause or permit anything which may damage or endanger the Intellectual property or other intellectual property of the Franchisor or the Franchisor’s title to it or assist or allow others to do so To notify the Franchisor of any suspected infringement of the intellectual Property or other intellectual property of the Franchisor To take such reasonable action as the Franchisor shall direct (as the expense of the Franchisor) in relation to such infringement To affix such notices to the Products or their packaging or advertising associated with the Business as the Franchisor shall direct To compensate the Franchisor for any use of the Intellectual property otherwise than in accordance with this Agreement To indemnify the Franchisor for any liability incurred to the third parties for any use of the Intellectual Property otherwise than in accordance with this Agreement On the expiry or termination of this Agr...
