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He looks into Amy Patel's medical conditions, finding that she suffered no long-term consequences from her concussion (MAG 3).
Tim finds that after Mary Keay's death, her flesh had been written over in Sanskrit, a script similar to that found in her Leitner book (MAG 4).
During the Earn Out Period, Buyer shall operate the Business in good faith and in a commercially reasonable manner and shall not take any action or omit to take any action during the Earn Out Period that is intended to impede the Company's ability to earn the maximum Earn Out Payment.2010Authorization of Agreements; Control of Company Group(...) This Agreement has been, and each Company Transaction Document will be, duly executed and delivered by the Company and, as applicable, each member of the Company Group, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Company Transaction Document when so executed and delivered will constitute, a legal, valid and binding obligation of the Company and such member of the Company Group, enforceable against the Company and such member of the Company Group in accordance with their respective terms, subject (...) as to enforceability, to general principles of equity, including principles of commercial reasonableness (...) (regardless of whether enforcement is sought in a proceeding at law or in equity).2010Iintellectual Property The Company, the Company Group and the X Subsidiaries have taken all commercially reasonable actions to protect and preserve the security and confidentiality of all material, confidential Business Intellectual Property and Products, including trade secrets (...)2010Public Announcements Each of Buyer and the Company shall use commercially reasonable efforts to ensure that its and its Affiliates' representatives comply with the undertakings in this Section X; provided, however, that, in any event, each of Buyer and the Company shall be responsible for any breach of the terms hereof by any of its Affiliates or its or their representatives.2010Except as otherwise provided herein, if a dispute should arise between the Parties including, but not limited to arbitration, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys' fees.2011Defined Terms Reasonable commercial efforts means that the obligated party is required to make a diligent, reasonable and good faith effort to accomplish the applicable objective.
Such obligation, however, does not require an expenditure of funds or the incurrence of a liability on the part of the obligated party, nor does it require that the obligated party act in a manner that would be contrary to normal commercial practices in order to accomplish the objective.
In addition to the below, each party will use commercially reasonable efforts to provide in a timely manner information required for the other party to perform its financial reporting and billing activities (...)2009Conditions to Purchaser's Obligations All corporate and other proceedings in connection with the transactions contemplated at the Closing hereby, and all documents and instruments incident to such transactions, shall be reasonably satisfactory in substance to the Trust and its counsel.2009Shareholder Vote In connection with the special shareholders' meeting and each annual shareholders' meeting described in clause (a) or (b) above, the Company shall prepare (and the Trust will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement reasonably acceptable to the Trust, shall use its reasonable best efforts to respond to any comments of the SEC or its staff thereon and to cause a definitive proxy statement related to such shareholders' meeting to be mailed to the Company's shareholders promptly after clearance thereof by the SEC.2009Depositary Shares Upon request by the Trust in connection with a proposed transfer of the Shares to a third party, the Company shall promptly enter into a depositary arrangement, pursuant to customary agreements reasonably satisfactory to the Trust and with a depositary reasonably acceptable to the Trust, pursuant to which the Shares may be deposited and depositary shares, each representing a fraction of a Share or multiple Shares as specified by the Trust, may be issued.
From and after the execution of any such depositary arrangement, and the deposit of any Shares pursuant thereto, the depositary shares issued pursuant thereto shall be deemed "Series C Preferred Stock" and, as applicable, "Registrable Securities" for purposes of this Agreement.2009Non-assignable assets(...) The Company shall use its commercially reasonable efforts, and Buyer shall cooperate where appropriate, to obtain any such consent necessary to effect any such assignment (...)2010Earn Out Buyer acknowledges and agrees that the Earn Out Payment is a material part of the Purchase Price and the ability to receive the maximum Earn Out Payment is a material inducement for the Company to enter into the Agreement.
The parties always have to act according to what is reasonable in view of the particular nature of their transaction and the circumstances involved, in particular the economic interests and expectations of the parties.1 The Principle is derived from the general standard of good faith and fair dealing.He and Sims are both attacked by Prentiss, but are saved by the deployment of the CO2 system (MAG 40).The two of them are given leave following the attack (MAG 41) and takes Sims' subsequent paranoia the worst of the researchers.He may have used Institute funds to woo a medical professional in the past (MAG 3).Tim does some research into Breekon & Hope and discovers that they had gone into liquidation in 2009 (MAG 2).