“Good Faith” means a Person having acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to a criminal proceeding, having had no reasonable cause to believe such Person’s conduct was unlawful.

it shall use good faith efforts to negotiate and document the Alternative E-Side Restructuring Documents and to take such actions as the EFH/EFIH Debtors in good faith deem reasonable and appropriate to obtain Bankruptcy Court approval of the Alternative E-Side Restructuring Documents as soon as reasonably practicable;

an error of judgment made in good faith by one of its officers; or

Termination by the Executive. The Executive may terminate his or her employment hereunder at any time for any reason, including but not limited to Good Reason. In the event the Executive seeks to terminate his or her employment for Good Reason, the Executive shall comply with the “Good Reason Process” (hereinafter defined) following the occurrence of any purported Good Reason. “Good Reason Process” shall mean that # the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; # the Executive notifies the Company in writing of the Good Reason condition within sixty (60) days of the first occurrence of such condition; # the Executive cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following receipt of such notice (the “Cure Period”) to remedy the condition; # notwithstanding such efforts, the Good Reason condition continues to exist; and # the Executive terminates his or her employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason or determines in its reasonable good faith discretion that a Good Reason condition has not occurred during the Cure Period, Good Reason shall be deemed not to have occurred.

such amounts are reasonably identifiable and factually supportable in the good faith judgment of the

Except for third party claims being defended in good faith, the [[WESTERN SHAREHOLDERS:Organization]] shall satisfy their obligations under this Article VI in respect of a valid claim for indemnification hereunder that is not contested by WESTERN in good faith in cash within thirty (30) days after the date on which Notice of Claim is given.

good faith and fair dealing, negligent hiring, negligent supervision, negligent retention, and similar or related claims;

approved by a majority of the Disinterested Directors of Holdings or any Borrower in good faith;

Section # Disclaimer; Duty of Utmost Good Faith. In recognition that each party has consummated the transactions contemplated by this Agreement based on mutually negotiated representations, warranties, covenants, remedies and other terms and conditions as are fully set forth herein, the Ceding Company and the Reinsurer absolutely and irrevocably waive resort to the duty of “utmost good faith” or any similar principle of disclosure in connection with formation, execution or delivery of this Agreement. All matters after the Effective Time with respect to this Agreement require the duty of “utmost good faith’ of each of the parties hereto.

The Agreed Security Principles with respect to the Notes will be interpreted and applied in good faith by Holdings.