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 committees, and in exercising their rights under this [Section 4.6], 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 ​ all matters before them. In exercising any decision-making authority granted to it under this Article 4, each Party will act based on its good faith judgment taking into consideration the best interests of the Products and this Agreement.

Professional Compensation. All requests for payment of Professional Claims for services rendered and reimbursement of expenses incurred prior to the Confirmation Date must be filed no later than 45 days after the Effective Date. The Court shall determine the Allowed amounts of such Professional Claims after notice and a hearing in accordance with the procedures established by the Bankruptcy Code and the Bankruptcy Court. The Reorganized Debtors shall pay Professional Claims in Cash in the amount the Court Allows, including from the Professional Fee Escrow Account, which the Reorganized Debtors will establish and maintain in trust for the Professionals and fund with Cash equal to the Professional Fee Amount on the Effective Date. No funds in the Professional Fee Escrow Account shall be property of the Estates. Any funds remaining in the Professional Fee Escrow Account after all Allowed Professional Claims have been paid will be turned over to the Reorganized Debtors. From and after the Confirmation Date, any requirement that Professionals comply with [sections 327 through 331 and 1103]3] of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Reorganized Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Court.

Good Faith Representation. This Letter of Intent is intended to set forth the basic terms and conditions of the parties with respect to the matters discussed. The parties agree that hereafter they shall promptly take all steps necessary to have their respective legal counsel prepare the final documentation necessary to effectuate their agreements. To the extent that any material issue is not resolved herein, the parties agree to promptly and in good faith resolve the same. Notwithstanding the lack of final documentation at this time, the parties agree to proceed at all possible speed to satisfy any conditions precedent to the completion of the intended Acquisition to all extents possible.

Good Faith Deposit. Borrower has paid to Bank a fully earned good faith deposit of Twenty Five Thousand Dollars ($25,000) (the “Good Faith Deposit”) to initiate Bank’s due diligence review process. Any portion of the Good Faith Deposit not utilized to pay Bank Expenses on the Effective Date will be applied to the Commitment Fee.

Good Faith Judgment. The Corporation represents, covenants and agrees that it will exercise good faith judgment in determining the entitlement of the Indemnified Party to indemnification under this Agreement.

Lack of Good Faith. To Indemnify Indemnitee with respect to any action instituted # by Indemnitee to enforce or interpret this Deed, if a court having jurisdiction over such action makes a final judicial determination as provided in [Section 13] hereof that each of the material assertions made by Indemnitee as a basis for such action was made in bad faith or was frivolous or # by or in the name of the Company to enforce or interpret this Deed, if a court having jurisdiction over the underlying Claim makes a final judicial determination as provided in [Section 13] hereof that each of the material defences asserted by Indemnitee in such action was made in bad faith or was frivolous.

Duty of Good Faith. In addition to the other requirements of this Agreement, each Party agrees that it shall at all times act fairly and in good faith in relation to this Agreement.

The Parties undertake that in the implementation of this Agreement, they shall observe the utmost good faith and shall not do or omit to do anything, which might prejudice or detract from the rights or interests of the other Parties.

Professional Liability. As of the date of the execution and delivery of this Agreement, each Provider Professional, as applicable, has never: # had his or her license to provide professional services in any state suspended, relinquished, terminated, restricted or revoked; or # been reprimanded, sanctioned or disciplined by any licensing board, or any federal, state or local society or agency, governmental body or specialty board.