Compensation; Professional Assistance; Good Faith Actions. Members of the Committee shall receive such compensation, if any, for their services as members as may be determined by the Board. All expenses and liabilities which members of the Committee incur in connection with the administration of the Plan shall be borne by the Company. The Committee may, with the approval of the Board, employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company and the Company’s officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee or the Board in good faith shall be final and binding upon all Holders, the Company and all other interested persons. No members of the Committee or Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or Awards, and all members of the Committee and the Board shall be fully protected by the Company in respect of any such action, determination or interpretation.
Good Faith. The rights granted to Tenant by this Article are granted in consideration of Tenant’s express covenant, which Tenant hereby makes, that all pertinent allocations which are made by Tenant between the rental value of the Leased Premises and the value of any of Tenant’s personal property which may be conveyed or leased (or services provided) generally concurrently with and which may reasonably be considered a part of the same transaction as the permitted assignment or subletting shall be made fairly, honestly and in good faith. If Tenant shall breach this covenant, Landlord may immediately declare Tenant to be in default under the terms of this Lease and terminate this Lease and/or exercise any other rights and remedies Landlord would have under the terms of this Lease in the case of a material default by Tenant under this Lease.
Good Faith. Except # for matters for which there is a standard of consent or discretion specifically set forth in this Lease; # matters which could have an adverse effect on the Building Structure or the Building Systems, or which could affect the exterior appearance of the Building, or # matters covered by Article 4 (Additional Rent), or Article 19 (Defaults; Remedies) of this Lease (collectively, the "Excepted Matters"), any time the consent of Landlord or Tenant is required, such consent shall not be unreasonably withheld or delayed, and, except with regard to the Excepted Matters, whenever this Lease grants Landlord or Tenant the right to take action, exercise discretion, establish rules and regulations or make an allocation or other determination, Landlord and Tenant shall act reasonably and in good faith.
Good Faith. In conducting themselves on the China Committee, and in exercising their rights under this Section 2.2, all representatives of both Parties shall consider diligently, reasonably and in good faith all input received from the other Party, and shall use reasonable efforts to reach consensus on all matters before them.
Good Faith. In conducting themselves on the JSC (or any subcommittee established by it), and in exercising their rights under this [Section 2.3], all representatives of both Parties will consider diligently, reasonably and in good faith all input received from the other Party, and will use reasonable efforts to reach unanimous agreement on all matters before them. In exercising any decision-making authority granted to it under this [Section 2.3], each Party will act based on its good faith judgment and in accordance with the requirements of this Agreement, including taking into consideration its obligations to use Commercially Reasonable Efforts with respect to Development or Commercialization activities. Further, if the Development or Commercialization of the Licensed Products by or on behalf of the Parties in their respective Territories would adversely affect the Development or Commercialization of the Licensed Products in the other Party’s Territory, the Parties will discuss in good faith how to resolve such situation.
Good Faith Deposit. An amount of Fifty Thousand Dollars ($50,000.00) has been received by Collateral Agent as good faith deposit from Borrower on or about August 21, 2018, which amount shall be applied towards the Lender’s Expenses due on the Effective Date (it being agreed and understood that Borrower shall remain responsible for all Lender’s Expenses in accordance with Section 2.5(d) hereof) and the balance, if any, shall be applied towards other payment Obligations of Borrower hereunder in accordance with the Collateral Agent’s and Lenders’ discretion;
Good Faith Discussions. In addition to and not in lieu or limitation of Section 3.3 and otherwise the Agreement, in the event that there are any additional [......] that [[CareDx:Organization]] would like to add non-exclusively to the Licensed Field then the Parties will discuss in good faith, at the request of either Party, including during any information sharing meetings whether or not to add any additional [......], as applicable, to the Licensed Field.
Good Faith Efforts. Each Party will use good faith efforts to fulfill its obligations under this Agreement.
Retention of Professional Assistance. The Plan Administrator may employ such legal counsel, accountants and other persons as may be required in carrying out its work in connection with the Plan.
For the purposes of any determination of good faith under this Agreement, the Indemnified Party shall be deemed to have acted in good faith if the Indemnified Party’s action is based on the records or books of account of the Corporation or an Entity, including applicable financial statements, or on information supplied to the Indemnified Party by officers of the Corporation or an Entity (other than the Indemnified Party) in the course of their duties, or on the advice of legal counsel of the Corporation, an Entity, their respective board of directors, counsel selected by any committee of their respective board of directors or on information or records given or reports made to the Corporation or an Entity by an independent certified public accountant or by an appraiser, investment banker, compensation consultant or other expert selected with reasonable care by the Corporation, an Entity, their respective board of directors or any committee of their respective board of directors or by any other person as to matters the Indemnified Party reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. The provisions of this [Section 2.6] shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnified Party may be deemed to have fulfilled the conditions in Section 2.1(b) or met any other applicable standard of conduct.
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