Good Faith, Cooperation and Due Diligence Sample Clauses

Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent.
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Good Faith, Cooperation and Due Diligence. The parties hereto ---------- ------------------------------------------ covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent.
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Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are separate and independent and in the event any covenant of provision herein is found to be void or unenforceable it shall be deemed to be removed from this Agreement and the balance of the Agreement shall be construed as though such provision did not form part thereof.
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Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. DIAMOND HILL CAPITAL MANAGEMENT, INC. By: Name: Title: Address for all notices: Diamond Hill Capital Management, Inc. 0000 Xxxxxxx Xxxx Suite 437 Columbus, OH 43229 BANC STOCK FINANCIAL SERVICES, INC. By: Name: Title: Address for all notices: Banc Stock Financial Services, Inc. 0000 Xxxxxxx Xx., Suite 437 Columbus, OH 43229 EXHIBIT B: FEE SCHEDULE General Fee Schedule The Client will compensate Banc Stock Financial Services, Inc. by payment of an annual asset-based fee, payable quarterly. The fee schedule currently in effect is as follows: Eligible Asset Range (Average Daily Balance) Annual Rate On the first $500,000 2.00% of Eligible Assets* On the next $500,000 1.60% of Eligible Assets* Assets above $1,000,000 1.20% of Eligible Assets* * Minimum Fee: $5,000 annually. Fees charged to each Client will include all management, custodial, and brokerage related expenses to the extent the Client designates BSFS to act as its custodian and broker-dealer. Otherwise, additional fees may be charged to the Client for third party custodial and brokerage services on a periodic or transactional basis. Adviser shall not be entitled to receive or be credited for any portion of the additional fees charged to Client as a result of third party custodial or brokerage services rendered on behalf of the Client. EXHIBIT C: FEE CALCULATION Fees charged to each Client will be based on the average daily balance ("ADB") held in the Client's Brokerage Account. The ADB is calculated as follows: * The average of all the daily balances, based on settlement date, from the prior billing cycle. This figure is used to xxxx forward for the number of calendar days in the next billing cycle. For a prorated billing cycle, this figure also is used to xxxx in arrears for the number of calendar days the account has been open; * Does not count accounts with a debit balance or zero balance; * Does not count days with a zero balance within an otherwise funded period for an account; * Will include annuities that are cross-referenced at the clearing firm using the clearing firm's posting service; * Margin account fee calculations are based on the margin debt, plus the market value; and * Does not include unpriced securities. The ADB, as previously described, is multiplied by the applicable r...
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Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent. Done as of the date first found above. CALAIS RESOURCES COLORADO, INC. CALAIS RESOURCES, INC. by: /s/ Xxx Xxxxxxxxx /s/ Xxxx Xxxx ----------------- ------------- Xxx Xxxxxxxxx Xxxx Xxxx /s/ Xxxxxx Xxxxxxx ----------------- Xxx Xxxxxxx
Sample 1
Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. DIAMOND HILL CAPITAL MANAGEMENT, INC. By: /S/Xxxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxxx X. Xxxxxx, Xx. Title: President Address for all notices: Diamond Hill Capital Management, Inc. 0000 Xxxxxxx Xxxx Suite 437 Columbus, OH 43229 SYNOVUS SECURITIES, INC. By: /S/Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: President Address for all notices: Synovus Securities, Inc. 0000 0xx Xxxxxx Xxxxxxxx, XX 00000 EXHIBIT B: FEE SCHEDULE General Fee Schedule The Client will compensate Synovus Securities, Inc. by payment of an annual asset-based fee, payable quarterly. The fee schedule currently in effect is as follows: Eligible Asset Range (Average Daily Balance) Annual Rate On the first $500,000 2.00% of Eligible Assets* On the next $500,000 1.60% of Eligible Assets* Assets above $1,000,000 1.20% of Eligible Assets* * Minimum Fee: $5,000 annually. Fees charged to each Client will include all management, custodial, and brokerage related expenses to the extent the Client designates Synovus to act as its custodian and broker-dealer. Otherwise, additional fees may be charged to the Client for third party custodial and brokerage services on a periodic or transactional basis. Adviser shall not be entitled to receive or be credited for any portion of the additional fees charged to Client as a result of third party custodial or brokerage services rendered on behalf of the Client. EXHIBIT C: FEE CALCULATION Fees charged to each Client will be based on the average daily balance ("ADB") held in the Client's Brokerage Account. The ADB is calculated as follows: * The average of all the daily balances, based on settlement date, from the prior billing cycle. This figure is used to xxxx forward for the number of calendar days in the next billing cycle. For a prorated billing cycle, this figure also is used to xxxx in arrears for the number of calendar days the account has been open; * Does not count accounts with a debit balance or zero balance; * Does not count days with a zero balance within an otherwise funded period for an account; * Will include annuities that are cross-referenced at the clearing firm using the clearing firm's posting service; * Margin account fee calculations are based on the margin debt, plus the market value; and * Does not include unpriced securities. The ADB, as...
Sample 1
Good Faith, Cooperation and Due Diligence. The Parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in all the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent. □ Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.
Sample 1
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Good Faith, Cooperation and Due Diligence 
Sample 1

Related to Good Faith, Cooperation and Due Diligence

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Funding and Consummation Date, the COMPANY will afford to the officers and authorized representatives of METALS and the Other Founding Companies access to all of the COMPANY's sites, properties, books and records and will furnish METALS with such additional financial and operating data and other information as to the business and properties of the COMPANY as METALS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with METALS and the Other Founding Companies, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. METALS, NEWCO, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, METALS will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

  • Good Faith Cooperation; Consents Each Party shall use commercially reasonable efforts to cooperate with the other Party in all matters relating to the provision and receipt of the Services. Such cooperation shall include exchanging information, providing electronic access to systems used in connection with the Services, performing true-ups and adjustments and obtaining all consents, licenses, sublicenses or approvals necessary to permit each party to perform its obligations hereunder. RRD and Donnelley Financial shall maintain reasonable documentation related to the Services and cooperate with each other in making such information available as needed.

  • Inspection, Consultation and Advice The Company shall permit and cause each of its subsidiaries, if any, to permit each Investor and such persons as each Investor may designate, at such Investor’s expense, to visit and inspect any of the properties of the Company and its subsidiaries, examine their books and take copies and extracts therefrom, discuss the affairs, finances and accounts of the Company and its subsidiaries with their officers, employees and public accountants (and the Company hereby authorizes said accountants to discuss with such Investor and such designees such affairs, finances and accounts), and consult with and advise the management of the Company and its subsidiaries as to their affairs, finances and accounts, all at reasonable times and upon reasonable notice during normal business hours and provided that such Investor or designee has executed a confidentiality agreement in substance and form reasonably acceptable to the Company.

  • Independent Due Diligence and Decision Making Each Consenting Stakeholder hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties.

  • Due Diligence During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent may reasonably request from time to time.

  • Due Diligence Cooperation The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably request.

  • Litigation and Investigations Promptly after (i) the occurrence thereof, notice of the institution of or any material adverse development in any material action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against any Consolidated Company, or any material property of any thereof, or (ii) actual knowledge thereof, notice of the threat of any such action, suit, proceeding, investigation or arbitration;

  • 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.

  • Completion of Due Diligence The Purchaser shall have completed all necessary due diligence investigations to its satisfaction.

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

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