Document-Id: 902000, Please cite as: "http://www.trans-lex.org/902000"

Principle

No. I.2.1 - Standard of reasonableness

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.

CommentaryReferencesContract ClausesDiscussion

Commentary

1 The Principle is derived from the general standard of good faith and fair dealing.

2 Its application involves an objective test, taking the position of a neutral person (the "reasonable man") who has all the background knowledge which would reasonably have been available to the parties in the situation in which they were at the time of the contract. The reasonable man can be described as a fictional businessman possessing and exercising those qualities of attention, knowledge, intelligence, and judgment that international business requires of its members for the protection of its own interests and the interests of others.

3 In legal disputes, the court or arbitral tribunal personifies the reasonable man.


Please cite as: "Commentary to Trans-Lex Principle , http://www.trans-lex.org/902000"
 

References

 

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Arbitral AwardsCourt DecisionsDoctrinePrinciples / Restatements

Arbitral Awards

ICC Award No. 2291, Clunet 1976, at 989 et seq. 

Court Decisions

Euroption Strategic Fund Limited v. Skandinaviska Enskilda Banken AB, [2012] EWHC 584 (Comm)Socimer International Bank Limited (in liquidation) v Standard Bank London Ltd, [2008] EWCA Civ 116 

Doctrine

Berger, Klaus Peter, The Creeping Codification of the Lex Mercatoria, The Hague, London, Boston 1999Berger, The Creeping Codification of the New Lex Mercatoriam 2nd. ed. 2010Domingo, Ortega, Rodriguez-Antolin, Zambrana, Principios de Derecho Global, Navarra, 2006Ferrari, Franco, Das Verhältnis zwischen den Unidroit-Grundsätzen und den allgemeinen Grundsätzen internationaler Einheitsprivatrechtskonventionen, JZ 1998, at 9 et seq.Ferrari, Franco, The CISG's Interpretative Goals, Its Interpretative Method and Its General Principles in Case Law (Part II), IHR 5/2013, at 181 et seq.Joachim, Willi E., The "Reasonable Man" in United States and German Commercial Law, 15 Comp.L.Yb.Int'l Bus. 1992, at 341 et seq.Jones, Peter, Reasonableness, Honesty and Good Faith, International Sales Quarterly, March 1995, at 8 et seq.Langen, Eugen, Transnationales Recht, Heidelberg 1981.Magnus, Ulrich, Die allgemeinen Grundsätze im UN-Kaufrecht, 59 RabelsZ 1995, at 469 et seq.Schlechtriem, Peter, Internationales UN-Kaufrecht, Tübingen 1996 

Principles / Restatements

Principles of European Contract Law - PECLUNIDROIT Principles of International Commercial Contracts 

Contract Clauses

 

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Standard of Reasonableness as Limit to Execution of ContractEmployment ContractSales & Purchase ContractServices ContractLoan ContractBankruptcy AgreementAsset Management AgreementMerger AgreementPledge AgreementJoint VentureLease Contract
Standard of Reasonableness as Limit to Execution of ContractEmployment ContractChange of Control Provision
Subject to Newco having entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company, in connection with its consideration of whether to submit its own Acquisition Proposal, during the Acquisition Proposal Notice Period, Newco shall be entitled to examine, at its expense, and the Company shall make available to Newco, the Company's books of account and records and to discuss the Company's affairs, finances and accounts with its officers, and Company shall make such officers available for such purpose, all at such times as may be reasonably requested by Newco during the Company's normal business hours, on terms substantially similar to those granted to a third party, if any, that has submitted and Acquisition Proposal that has been the subject of an Acquisition Proposal Notice.
2009
 Sales & Purchase ContractOfficial Statement
In the event that the Bonds, or the remarketing of the Bonds, should become subject to the continuing disclosure requirements of Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"), the Issuer will furnish to the Underwriter all information reasonably required by the Underwriter to comply with the Rule (...)
1998
Definitions
Hedge means, with respect to any or all of the Purchased Mortgage Loans, any interest rate swap, cap or collar agreement or similar arrangements providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies, entered into by Seller with Buyer or its Affiliates, and reasonably acceptable to the Buyer.
1998
Affirmative Covenants of the Seller
Seller shall provide Buyer with copies of such documentation as Buyer may reasonably request evidencing the truthfulness of the representations set forth in Section X, including but not limited to resolutions evidencing the approval of this Agreement by Seller's board of directors or loan committee and copies of the minutes of the meetings of Seller's board of directors or loan committee at which this Agreement and the Transactions contemplated by this Agreement were approved.
1998
Affirmative Covenants of the Seller
Seller covenants, upon request of Buyer after the occurrence of a Collateral Deficit, to enter into hedging transactions with respect to fixed rate Purchased Mortgage Loans in order to protect adequately, in the reasonable judgment of Seller against interest rate risks.
1998
Events of Default
In making a determination as to whether an Event of Default has occurred, the parties hereto shall be entitled to rely on reports published or broadcast by media sources believed by such party to be generally reliable and on information provided to it by any other sources believed by it to be generally reliable, provided that such party reasonably and in good faith believes such information to be accurate and has taken such steps as may be reasonable in the circumstances to attempt to verify such information.
1998
Remedies
(...) The parties recognize that it may not be possible to purchase or sell all of the Purchased Mortgage Loans on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Mortgage Loans may not be liquid. In view of the nature of the Purchased Mortgage Loans, the parties agree that liquidation of a Transaction or the underlying Purchased Mortgage Loans does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Buyer may elect, in its sole discretion, the time and manner of liquidating any Purchased Mortgage Loan and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Mortgage Loan on the occurrence of an Event of Default or to liquidate all Purchased Mortgage Loans in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Buyer (...)
1998
Audit Rights
Each Party shall have the right, at its own expense, upon reasonable notice and at reasonable times, to examine the books and records of the other Party only to the extent reasonably necessary to verify the accuracy of any invoice, statement, charge, payment, or computation made under the Contract. This examination right shall not be available with respect to proprietary information not directly relevant to transactions under this Contract (...)
2000
Default Remedies
If a Party is in default, then the Performing Party shall have, in addition to any and all other remedies available hereunder or pursuant to law, the right to withhold or suspend deliveries/receipts or payment and/or to specify an Early Termination Date and to liquidate any or all Forward Contracts (including any portion of a Forward Contract not yet fully delivered) then outstanding at any time or from time to time thereafter by (...) discounting each amount then due under subsection X above to present value in a commercially reasonable manner as of the time of liquidation to take into account the period between the date of liquidation and the date on which such amount would have otherwise been due pursuant to the relevant Transaction (...)
2000
Default Remedies
(...) The rate of interest used in calculating net present value shall be determined by the Performing Party in a commercially reasonable manner.
2000
Lessee's Covenants
The Lessee covenants and agrees that it will (...) pay or cause to be paid, all reasonable expenses and costs incident to the authorization, issuance, printing, sale and delivery, as the case may be, of the Bonds, the Lease, the Indenture and this Bond Purchase Agreement, including without limitation (i) all filing, registration and recording fees and expenses; (ii) Trustees' fees and expenses (including the reasonable fees and expenses of its counsel); and (iii) fees and expenses of Bond Counsel and Counsel to the Issuer.
2002
Force Majeure
(...) The party that is subject to a force majeure shall use commercially reasonable efforts to cure or remove the force majeure event as promptly as possible to resume performance of its obligations under this Agreement.
2002
The Closing
(...) The Closing shall commence at 10:00 a.m. Notwithstanding anything in this Section 7.a to the contrary, the parties agree to use commercially reasonable efforts to pre-close the transaction contemplated hereby (i.e., sign documents into escrow) on the business day immediately preceding the then-scheduled date of Closing.
2004
Agreement to Purchase
(...) in a manner that would adversely affect the marketing of the X Bonds as determined by the Underwriter in the exercise of its reasonable discretion (...)
2005
Agreement to Purchase
(...) The obligation of the Underwriter to purchase the X Bonds on each Closing Date is subject to receipt by the Underwriter of (...) such other documents, instruments, approvals and opinions as the Underwriter may reasonably request (...)
2005
Official Statement
(...) If the Official Statement is (...) supplemented or amended prior to any proposed Closing Date, such approval by the Underwriter and the Issuer of a supplement or amendment to the Official Statement shall not preclude the Underwriter from thereafter terminating this Bond Purchase Agreement if, in the reasonable judgment of the Underwriter, such amendment or supplement has had or will have a material adverse effect on the marketability of X Bonds to be issued on such proposed Closing Date.
2005
Fees and Expenses
The Company also agrees to pay to the Underwriter all reasonable out-of-pocket costs and expenses of the Underwriter incurred in connection with the issuance and sale of the X Bonds (...)
2005
Representations and Agreements of the Issuer
The Issuer agrees that at the Company's cost the Underwriter may amend or supplement the Official Statement whenever, in the reasonable judgment of the Underwriter, such amendment or supplement is required in order to initially offer and sell any X Bonds in accordance with all applicable federal and state securities laws.
2005
Representations, Warranties and Covenants of the Company
The Company agrees at its cost to amend or supplement the Official Statement with the Underwriter's assistance whenever requested by the Underwriter, when, in the reasonable judgment of the Underwriter, such amendment or supplement is required in order to initially offer and sell any X Bonds in accordance with all applicable federal and state securities laws.
2005
Further Assurances
The parties agree to cooperate as reasonably requested by any other party to effectuate the assignments and intent contained herein (...)
2007
Enforceability
(...) this Agreement (...) shall constitute (...) a valid and legally binding obligation (...) enforceable (...) with its respective terms and conditions (...) except as enforceability may be limited (...) by general principles relating to enforceability, including principles of (...) commerciable reasonableness
2009
Reporting
The following sets forth the billing and revenue recognition reporting requirements and are in addition to any other reporting requirements (i.e., other than billing and revenue recognition) located in other Sections of this Agreement. 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 (...)
2009
Conditions 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.
2009
Shareholder 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.
2009
Depositary 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.
2009
Non-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 (...)
2010
Earn 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. 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.
2010
Authorization 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).
2010
Iintellectual 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 (...)
2010
Public 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.
2010
Additional Data Requirements
X will use commercially reasonable efforts to obtain and retain the necessary approvals from its vendors and licensors to permit Y to license to (...)
2010

Except 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.
2011
Defined 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. The fact that the objective is or is not actually accomplished is not, by itself, an indication that the obligated party did or did not in fact utilize its reasonable commercial efforts in attempting to accomplish the objective.
2011
Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties
(...) Seller has and enforces in a commercially reasonable manner a policy requiring each Business Employee and independent contractor who has participated in the creation of any X Intellectual Property or have had access to any X Trade Secrets to enter into non-disclosure and invention assignment agreements substantially in Seller's standard forms (which have previously been provided to Buyer).
2011
Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties
(...) Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly (...)
2011
Intellectual Property
(...) Seller has and enforces in a commercially reasonable manner a policy requiring each Business Employee and independent contractor who has participated in the creation of any Engenio Intellectual Property or have had access to any X Trade Secrets to enter into non-disclosure and invention assignment agreements substantially in Seller's standard forms (which have previously been provided to Buyer).
2011
Conduct of the X Business
From and after the date of this Agreement and until the Closing Date, except as otherwise contemplated by this Agreement or as set forth in the Schedules hereto or as Buyer shall otherwise consent to in writing, Seller and its Subsidiaries, with respect to the X Business: will carry on the X Business in the ordinary course consistent with past practice and consistent therewith use its reasonable commercial efforts to keep intact the X Business, keep available the services of the Business Employees and preserve the relationships of the X Business with customers, suppliers, licensors, licensees, distributors and others that have a business relationship with the X Business (...)
2011
Regulatory Compliance; Post-Closing Cooperation
(...) subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable commercial efforts to accomplish the following: the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable (...)
2011
Assignment; Binding Effect; Severability
(...) The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.
2011
Indemnification Procedure
The indemnifying party and the indemnified party shall cooperate in furnishing evidence and testimony and in any other manner which the other may reasonably request, and shall in all other respects have an obligation of good faith dealing, one to the other, so as not to unrea​sonably expose the other to an undue risk of loss. The indemnified party shall be entitled to reimbursement for out-of-pocket expenses reasonably incurred by it in connection with such cooperation (...)
2011
Affiliate Transactions
(...) All Affiliate Transactions have been entered on fair and reasonable terms, no less favorable to any X Subsidiary than such terms as reasonably could be expected to be obtained in a comparable arm's-length transaction with an unaffiliated Person.
2011
Buyer's Support
The Seller will use commercially reasonable efforts to obtain, and the Buyer will assist the Seller in obtaining, from the civil authorities of the Buyer's country those documents that are necessary to permit the Seller Representative to live and work in the Buyer's country. If the Seller is unable to obtain such necessary documents for any Seller Representative after the exercise of commercially reasonable efforts by the Seller to do so, the Seller will be relieved of any obligation to the Buyer under the provisions of Clause X with respect to such Seller Representative until the Seller is able to obtain such necessary documents.
2011
Confidentiality
(...) Without limiting the generality of the foregoing, each of the Buyer and the Seller will use its commercially reasonable efforts to limit the disclosure of the contents of this Agreement to the extent legally permissible in (i) any filing required to be made with any governmental agency and will make such applications as will be necessary to implement the foregoing, and (ii) any press release concerning the whole or any part of the contents and/or subject matter hereof or of any future addendum hereto. With respect to any public disclosure or filing, each of the Buyer and the Seller agrees to submit to the other party a copy of the proposed document to be filed or disclosed and will give the other party a reasonable period of time in which to review such document (...)
2011
Disposition on Qualified IPO
Sellers shall execute and deliver such additional customary documents, instruments, certificates, filings and agreements and take such additional actions as are reasonably necessary to permit to occur a Qualified IPO, an IPO Repurchase or an IPO Sale or the debt or equity financing of an IPO Repurchase and which do not impose commercially unreasonable terms or conditions on Sellers (...)
2012
Specified Tax Matters
Purchaser shall use commercially reasonable efforts to assist X with respect to (A) Tax filings with the PRC Tax authorities and compliance with any procedures relating to PRC Capital Gains Tax, and (B) minimizing or eliminating any potential PRC Capital Gains Tax liability to the extent permitted by applicable Law, in each case, in connection with the Initial Repurchase (...)
2012
Tax Cooperation
Purchaser shall provide X on a reasonably timely basis with all information reasonably requested by X for purposes of preparing and filing Tax returns or complying with any other requirement under applicable Tax Law, in each case, with respect to X's or any of its Affiliate's ownership or disposition of Shares (including information relevant to determining and claiming foreign Tax credits, for U.S. federal income Tax purposes); provided, that, for these purposes, Purchaser shall not be required to prepare any information that it does not maintain at such time (...)
2012
Disposition on Qualified IPO
Sellers shall execute and deliver such additional customary documents, instruments, certificates, filings and agreements and take such additional actions as are reasonably necessary to permit to occur a Qualified IPO, an IPO Repurchase or an IPO Sale or the debt or equity financing of an IPO Repurchase and which do not impose commercially unreasonable terms or conditions on Sellers (…)
2012
Intellectual Property
The Company has taken commercially reasonable steps to maintain and protect its Intellectual Property rights and to obtain proper ownership of Intellectual Property developed for the Company or its Significant Subsidiaries by its employees and contractors.
2012
Certain Covenants of the Parties
The Company and X will use commercially reasonable best efforts to take all action and to do all things necessary, proper, and advisable in order to consummate and make effective the transactions contemplated by this Agreement.
2012
Sale of Securities; Related Asset Transfers.
(...) If any intellectual property used in the operation of the Post Business as currently conducted is licensed to the Seller or its subsidiaries (other than the Post Subsidiaries) from third parties, Seller will use commercially reasonably efforts to sublicense, spin-off or otherwise convey such rights as related to the Post Business (subject to the terms of any third party agreements, including any necessary consent and payment of the allocable portion of any licensing fees by the Purchaser) (...)
2013
Other Provisions of Purchase Agreement
The Purchase Agreement will (...) provide that the Seller and the Purchaser will each use reasonable best efforts to obtain, at their own expense, all consents and approvals (including consents and approvals of governmental authorities or other parties) that are required to be obtained by it in connection with the Transactions (...)
2013
Other Provisions of Purchase Agreement
The Purchase Agreement will (...) address in a commercially reasonable and mutually agreed manner any adverse fact or circumstance in existence on or prior to the date of the Purchase Agreement and of which the Purchaser and its representatives are not aware on or prior to the date hereof, and which is identified by the Purchaser in the course of its due diligence investigation conducted after the date hereof and prior to the execution of the Purchase Agreement (...)
2013
Other Provisions of Purchase Agreement
The Seller shall use reasonable best efforts to cooperate with the Purchaser and its affiliates and to take such actions and execute and deliver any documents or instruments and obtain or file any necessary third party or governmental consents or filings that are reasonably necessary, proper or advisable to consummate the Transactions as promptly as practicable.
2013
Other Provisions of Purchase Agreement
(...) From the date of this Letter Agreement and until the Closing, unless the Purchaser shall otherwise agree in writing, the Seller shall (...) use its commercially reasonable efforts to preserve substantially intact the organization of the Post Business, substantially keep available the services of the Post Employees and service providers of the Post Business and substantially preserve the current relationships of the Post Business with customers, suppliers and other persons with which the Post Business has material business relations (...)
2013
Other Provisions of Purchase Agreement
The Seller shall lease to the Purchaser sufficient office space for the conduct of the Post Business in the Seller's office buildings located in downtown Washington, D.C. for a period of two years, with two extension options of six months each exercisable by the Purchaser (...) all other terms of the lease shall be commercially reasonable.
2013
Other Provisions of Purchase Agreement
The Purchase Agreement will provide for the entrance into arrangements between the Post Business and other businesses of the Seller (e.g., content sharing agreements) that will continue post-Closing to be agreed by the Purchaser and the Seller and to be documented in agreements with commercially reasonable terms consistent with market practice (...)
2013
Access
The Seller shall, and shall cause the Post Subsidiaries to, afford to the Purchaser and its accountants, counsel and other representatives reasonable access, upon reasonable notice during normal business hours during the period prior to the Closing, to the personnel, properties, books, contracts and records of the Post Subsidiaries and the Post Business, and during such period shall furnish promptly to the Purchaser any information concerning any Post Subsidiary or the Post Business as the Purchaser may reasonably request; provided, however, that (i) such access does not disrupt the normal operations of the Seller and its subsidiaries in any material respect and (ii) such access shall not include access to information the disclosure of which is legally prohibited or to such portions of documents or information subject to attorney-client privilege and the provision of which, as determined by the Seller's counsel, may eliminate the privilege pertaining to such documents (...)
2013
Binding Agreement
This Letter Agreement is a legally binding and enforceable agreement. The Seller and the Purchaser will each use their reasonable best efforts to cause the Transactions to occur on the terms set forth or referred to in this Letter Agreement. Upon execution of the Transaction Documents, the Transaction Documents shall supersede this Letter Agreement and become the binding definitive agreements with respect to the Transactions.
2013
Confidentiality
(...) Sellers, Y and Z shall use at least the same degree of care to safeguard and to prevent the disclosure, publication or dissemination of the Confidential Information as they respectively employ to avoid unauthorized disclosure, publication or dissemination of their own information of a similar nature, but in no case less than reasonable care. In the event that a Seller, Y or Z (or any Affiliate, director, officer or employee) is requested or required (by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Y shall (a) notify the Company promptly so that the Company may seek a protective order or other appropriate remedy and (b) cooperate with the Company in any effort the Company undertakes to obtain a protective order or other remedy. In the event that no such protective order or other remedy is obtained, the applicable party shall disclose to the person compelling disclosure only that portion of the Confidential Information which such party is advised by counsel is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment is accorded the Confidential Information so disclosed.
2013
Cooperation; Certain Consents and Approvals
(...) the Company shall use commercially reasonable efforts to obtain, and Purchaser shall cooperate in all reasonable respects with the Company's efforts to obtain, any and all consents necessary to consummate the transactions contemplated by this Agreement (...)
2013
Confidentiality
The Recipient agrees to receive all Confidential Information in strict confidence and to use the Confidential Information for the sole purpose of performing its obligations under this Agreement in accordance with this Agreement and not to use the Confidential Information for any other purpose. Without limiting the foregoing, the Recipient agrees to protect the Confidential Information against disclosure to Third Parties, using the same standard of care that the Recipient applies to protect its own most highly confidential information (which in no event will be less than a reasonable standard of care) (…)
2014
 Services ContractTerms and Conditions of Services
Unless otherwise expressly agreed by the applicable Service Provider and the Receiving Party or set forth herein, (i) in providing the X-Services, the X Service Providers shall use their commercially reasonable efforts to exercise the same degree of care as X Group and its Subsidiaries have historically exercised in providing such X- Services to Subsidiaries of X Group prior to the date hereof, (ii) in providing the X-Services, the X Service Providers shall use their commercially reasonable efforts to exercise the same degree of care as X Group and its Subsidiaries have historically exercised in providing such X- Services to the Y Businesses prior to the date hereof, and (iii) in providing the Y Services, the Y Service Providers shall use their commercially reasonable efforts to exercise the same degree of care as the Y Businesses have historically exercised in providing such Y Services to X Group or its applicable Subsidiaries prior to the date hereof
2005
Emergency Changes
(...) Any change in Fees or equipment or technology purchases for which X seeks reimbursement from Y, or any long-term, material degradation in Service Levels resulting from such Change, unless such degradation is unavoidably required in the circumstances (in which event X shall use all reasonable efforts to mitigate the impact of such degradation), shall be subject to the Change Control Procedures
2005
Changes in Law
If either Party becomes aware of any changes in Law that relate to X's delivery of the Services or Y's use of the Services, then such Party will notify the other Party of such changes in Law (...) X will use reasonable efforts to minimize the incremental cost to Y of compliance with such Laws
2005
X´s Agents
X will coordinate and cooperate in good faith with X's Agents hired by X from time to time to the extent reasonably required by X and with Y to the extent that Y supplies similar or complementary services to X (...) X will be excused from failure to meet a Service Level or otherwise perform its obligations under this Agreement (...) provided such interference was not at the direction of X and provided that X continues to use reasonable efforts to perform despite such interference and works with Y to resolve the problem and resume conformance with the Service Levels and performance of X's obligations under this Agreement as soon as practicable
2005
Transition Assistance
(...) X agrees to use commercially reasonable efforts to perform such sales, marketing and support activities in a manner substantially consistent with the manner in which such activities were performed by Y prior to the Effective Date (...)
2005
Delivery of the Collateral
(...) In the event the Collateral Agent receives notice of any discretionary corporate action in respect of the Collateral, including, without limitation, the solicitation of a vote in respect of the Collateral, the Collateral Agent shall request written instructions from the Pledgor, signed by a person designated by the Pledgor in an Incumbency Certificate substantially in the form attached hereto as Exhibit B as authorized to act on its behalf in respect of this Agreement (each such person, an "Authorized Person of the Pledgor") in respect of such corporate action and shall use commercially reasonable efforts to act upon such instructions (...)
2005
Further Assurances
The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request in writing, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.
2005
The Collateral Agent´s Duties
(...) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property (...)
2005
Fees; Expenses
The Pledgor will pay to the Collateral Agent and the Securities Intermediary in accordance with the terms of the Fee Letter attached hereto as Exhibit {X} hereto (the "Fee Letter") compensation for all services rendered by the Collateral Agent and the Securities Intermediary hereunder. In addition, the Pledgor will upon demand pay to the Collateral Agent and the Securities Intermediary the amount of any and all reasonable fees and expenses, including the reasonable fees and expenses of their respective counsel and of any experts and agents, which the Collateral Agent and the Securities Intermediary may incur in connection with (...)
2005
Confidentiality
The Confidential Information shall be kept confidential by the receiving Party with the same degree of care as is used with respect to the receiving Party's own equally important confidential information to avoid disclosure to any third party, but at least with reasonable care
2006
Other Issues
Any time after the signing date of this agreement, the parties to this agreement should, with all their reasonable business efforts, enable the necessary third party/parties to sign documents reasonably requested by a relevant party and to respond with actions to the reasonable request made by a relevant party, thus the relevant party fully having all the benefits under the articles of this agreement; the required expenses are borne by the relevant party.
2006
Project Revenue Account
(...) Proposed Transfer/Withdrawal Instructions delivered by the Borrower (...) shall instruct the Collateral Agent (...) to disburse, deposit and/or transfer funds from the Project Revenue Account on the immediately succeeding Monthly Transfer/Withdrawal Date, in the following order of priority and amounts: first, an amount sufficient to pay budgeted operations and maintenance costs due or reasonably expected to become due within the next month, as determined by the Borrower (...)
2009
No Risk of Funds
No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
2009
Force Majeure
(...) it being understood that the Collateral Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
2009
Powers and Duties of the Administrator
(...) The Administrator shall use its reasonable best efforts to provide the Services hereunder in a commercially reasonable manner and with the care, diligence and skill that a prudent manager would possess and exercise, except that the Administrator may allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Administrator, acting reasonably, considers to be fair and reasonable
2010
Effective Period and Termination
(...) as soon as practicable after any termination of such appointment, the Servicer shall, at its expense, deliver all documents and records relating to the related {X} Vehicle Collateral, (...) to the applicable {X} Secured Party or the {X} Secured Party's agent at such place or places as the applicable {X} Secured Party may reasonably designate.
2010
Limitations on Duties of the Collateral Agent
The Collateral Agent may exercise the rights and powers granted to it by this Agreement, together with such powers as are reasonably incidental thereto, but only pursuant to the terms of this Agreement.
2010
Limitations on Duties of the Collateral Agent
(...) notwithstanding anything herein to the contrary, the Collateral Agent shall not be required to take any action (a) that in its reasonable opinion is or may be contrary to law or to the terms of this Agreement, any Related Document or any other agreement or instrument relating to the Vehicle Collateral, or (b) which might or would in its reasonable opinion subject it or any of its directors, officers, employees or agents to personal or financial liability unless it is indemnified hereunder to its satisfaction (and if any indemnity should become, in the reasonable determination of the Collateral Agent, inadequate, the Collateral Agent may call for additional indemnity and cease to act until such additional indemnity is given).
2010
Limitations on Duties of the Collateral Agent
The Collateral Agent may act through agents, custodians and nominees and shall not be liable for any negligent act on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care. The appointment of agents, custodians and nominees (other than legal counsel) pursuant to this clause {X} shall be subject to the prior consent of the Grantor, which consent shall not be unreasonably withheld (...)
2010
 Loan ContractTrust Equity
(...) The Borrower shall use all reasonable efforts to cause the composition of the board of directors of the Borrower to be, on or prior to the date that is ten days after the formation of the Trust, satisfactory to the Trust in its sole discretion.
2008
Maturity; Senior Indebtedness; Security Interest
(...) Parent shall have filed the Proxy Statement in preliminary form with the SEC as soon as reasonably practicable after the Closing Date, but in any event, by the date that is not later than 45 days after the Closing Date, and shall have used its reasonable best efforts to respond as promptly as practicable to any SEC comments on the Proxy Statement with the intent of clearing such comments with the SEC, and shall have used its reasonable best efforts to file the Proxy Statement in definitive form and to call, hold and convene the Parent Stockholders Meeting as soon as practicable after the Closing Date (...)
2010
Protective Payments
If Borrower fails to obtain the insurance called for by Section X of this Agreement or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter (...)
2011
Protective Payments
If Borrower fails to obtain the insurance called for by Section X or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter (...)
2011
Employee Retention
From and after the Senior Secured Convertible Notes Issuance Date, the Borrower shall use commercially reasonable efforts to ensure that the composition of both the research and development and the engineering teams of the Borrower and each Subsidiary shall remain substantially the same as on the Senior Secured Convertible Notes Issuance Date, subject to customary turn-over applicable to the same or similar business operating in the same or similar locations.
2012
Inspection
(...) Borrower will (...) permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other Assets and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense.
2012
 Bankruptcy AgreementObjections of Claims

The Creditors Committee shall have the right to apply to the Court to direct the Litigation Trustee to object to any Claim not Allowed by this Plan if the Creditors Committee believes that Newco has not exercised reasonable business judgement in failing to prosecute or in settling any specified Claims objections. In the event that the Creditors Committee is successful in connection with such application, Newco shall pay the reasonable fees and expenses of the Litigation Trust in connection with the prosecution of such objection.


1998
Recitals
(...) the Committee and X have agreed to a proposal made by the mediators to the Committee, X and the Trustee, to settle all claims of the Bankruptcy Estate against X, on the following terms and conditions, which terms will assure that all valid Senior Claims are paid in full and the valid General Claims are paid to an extent the Committee has concluded is adequate and reasonable in light of all the circumstances.
2005
Further Assurances
The parties hereby agree to execute such other documents, provide such evidence to the Bankruptcy Court, and take such other actions as may reasonably be necessary to obtain Bankruptcy Court approval of the terms of this Agreement, to cause the Effective Date to occur as soon as reasonable, and to effectuate the purposes of this Agreement.
2005
Compensation and Reimbursement for Services related to Distributions
Each Third Party Disbursing Agent providing services related to distributions pursuant to the Plan will receive from Reorganized C&A Corporation reasonable compensation for such services and reimbursement of reasonable out-of-pocket expenses incurred in connection with such services without Bankruptcy Court approval (...)
2006
Releases by the Debtors
(...) Entry of the confirmation order will constitute the bankruptcy's court approval (...) of the debtor release which (...) will constitute the bankruptcy court's finding that the debtor release is in exchange for good and valuable consideration provided by the debtor releases (...) in the best interests of the debtors and all holders of claims; fair, equitable and reasonable (...)
2006
Conduct of the Business Pending the Closing
(...) the Company shall and shall cause the other Debtors to: (A) conduct the Business only in the Ordinary Course of Business; and (B) use their commercially reasonable efforts to (1) preserve the present business operations, organization and goodwill of the Business and (2) preserve the present relationships with customers and suppliers of the Business.
2008
Conduct of the Business Pending the Closing
The Company shall use its commercially reasonable efforts, and Purchaser shall, and Parent shall cause Purchaser to, cooperate with the Company, to obtain at the earliest practicable date all consents and approvals required to consummate the transactions contemplated by this Agreement, including the consents and approvals referred to in Sections X hereof.
2008
Final Distributions
The Liquidating Trust shall be dissolved and its affairs wound up and the Liquidating Trustee shall make the Final Distributions, upon the earlier of (i) the date which is five (5) years after the Effective Date, and (ii) that date when, (A) in the reasonable judgment of the Liquidating Trustee, substantially all of the assets of the Liquidating Trust have been liquidated and there are no substantial potential sources of additional Cash for Distribution; and (B) there remain no substantial Disputed Claims (...)
2011
Dissolution of Committee
(...) The Professionals for the Committee shall be entitled to reasonable compensation and reimbursement of actual, necessary and reasonable expenses for post-Effective Date activities authorized hereunder ten (10) days following the submission of invoices to the Liquidating Trustee for the applicable period, to be no less than monthly, without further order of the Bankruptcy Court, provided, however, the Liquidating Trustee may object to the reasonableness of the amounts in such invoices prior to the expiration of such ten (10) day period. If the parties do not resolve such dispute consensually, the Committee may seek approval from the Bankruptcy Court upon no less than fourteen (14) days written notice to the Liquidating Trustee and the Office of the United States Trustee (...)
2011
Compromise and Settlement of Claims, Equity Interests and Controversies
(...) The entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of the compromise or settlement of all such Claims, Equity Interests, and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors, their Estates, and Holders of Claims and Equity Interests and is fair, equitable, and reasonable (...)
2011
 Asset Management AgreementConflicts of Interest
Party B shall have full discretion in taking any such action or measure as it deems in its professional judgment to be fair, reasonable and necessary to deal with such conflicts of interest.
2003
Investment Management Services Fees and Performance-based Bonuses and Rebates
For any category of investment that is not currently provided under section X of the Agreement but may be permitted by laws, regulations and the insurance regulatory authority and thus may become available from time to time in the future, Party A and Party B shall, through timely negotiations, and in accordance with the principles of fairness and reasonableness, determine the calculation methods for the applicable annual rate and net value (...)
2003
Taxes
Party B shall give necessary reasonable assistance to Party A in performing the duties as provided in Section X and Section Y.
2003
Consultant
During the Term of this Agreement, Consultant shall perform the Services reasonably requested by Manager in a commercially professional manner.
2003
 Merger AgreementSurrender of Company Stock Certificates
Prior to the Effective Time, Parent shall enter into an agreement in form and substance reasonably acceptable to the Company with the Company's transfer agent or a bank or trust company that is reasonably satisfactory to the Company to act as paying agent (the "Paying Agent") for the payment of the Merger Consideration in accordance with this Article X (...)
2013
Information Supplied
None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and at the time of the Shareholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Parent and Merger Sub will take all commercially reasonable efforts to supply any information necessary for the Proxy Statement as promptly as practicable.
2013
Change of Control Offer
(...) Notwithstanding the foregoing, the closing of the Change of Control Offer shall be conditioned on the occurrence of the Closing, and the parties shall use their respective commercially reasonable efforts to cause the Change of Control Offer to close on the Closing Date. Subject to the preceding sentence, the Company shall provide, and shall cause its Subsidiaries to, and shall direct their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Change of Control Offer, including using commercially reasonable efforts in assisting with the preparation of the offer to purchase and letter of transmittal (...)
2013
Exchange Procedures
As soon as commercially practicable after the Effective Time, Acquiror shall mail, or cause to be mailed, to each Company Stockholder a letter of transmittal in substantially the form attached hereto as Exhibit X (the "Letter of Transmittal") at the address set forth opposite such Company Stockholder's name in the Spreadsheet. After receipt of such Letter of Transmittal and any other documents that Acquiror may reasonably require in order to effect the exchange (the "Exchange Documents"), such Company Stockholder will be required to surrender the certificates representing his, her or its shares of Company Capital Stock (the "Company Stock Certificates") to Acquiror or Acquiror's agent (as specified in the Letter of Transmittal) for cancellation, together with duly completed and validly executed Exchange Documents (...)
2013
Affirmative Conduct of Company Business
The Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, pay its debts and Taxes when due (subject to Acquiror's review and consent to the filing of any income, franchise or other material Tax Return), pay or perform other obligations when due, and use commercially reasonable efforts to preserve intact the present business organizations of the Company and the Company Subsidiaries, keep available the services of the present officers and employees of the Company and the Company Subsidiaries and preserve the relationships of the Company and the Company Subsidiaries with customers, suppliers, distributors, licensors, licensees and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company and the Company Subsidiaries at the Effective Time (...)
2013
Further Actions
Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate and make effective the Merger, including, without limitation, using its commercially reasonable efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts with the Company or any Company Subsidiary as are necessary for the consummation of the Merger. In case, at any time after the Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable efforts to take all such action.
2013
Contract Consents, Amendments and Terminations
The Company shall (i) use commercially reasonable efforts to obtain all necessary consents, waivers and approvals of any parties to any Contract as are required thereunder in connection with the Merger or for any such Contracts to remain in full force and effect, all of which are required to be listed in Section X of the Company Disclosure Schedule, (ii) obtain all necessary consents, waivers and approvals of any parties to any Contracts listed on Schedule X as are required thereunder in connection with the Merger or for any such Contracts to remain in full force and effect, so as to preserve all rights of, and benefits to, the Company under such Contracts from and after the Effective Time and (iii) provide all notices required under any Contract in connection with the Merger, all of which such Contracts are listed on Schedule X.
2013
Operation of the Company
From and after the date hereof and until the earlier of the Effective Time or the termination of this Agreement: (a) the Company and each of its subsidiaries shall conduct their business and operations (i) in the ordinary course and in accordance with past practices and (ii) in compliance in all material respects with all applicable Laws and the requirements of all Material Contracts (excluding events outside of the Company's reasonable control); (b) the Company and its subsidiaries shall use commercially reasonable efforts to preserve intact their current business organizations, maintain the services of their current officers (including the Key Employees) and to preserve their relationships and goodwill with material suppliers, customers, development partners, landlords, creditors, licensors, licensees and employees; (c) the Company and its subsidiaries shall use commercially reasonable efforts to cause to be provided assurances and support required by any Contract relating to any Company Product in order to prevent any condition under such Contract from occurring that would reasonably be expected to result in (i) any transfer by, or disclosure to a third party by, the Company or one of its subsidiaries of the source code for any portion of any Company Product or (ii) a release from any escrow of any source code that has been deposited or is required to be deposited in escrow under the terms of such Contract (…)
2014
Additional Documents and Further Assurances; Reasonable Efforts
Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated hereby, to satisfy the conditions to the obligations to consummate the Merger, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (i) neither the Company nor Parent shall be required to make any payments, other than the payment of customary filing fees, in connection with the fulfillment of its obligations under this Section X; and (ii) the Parent and its affiliates shall not be required to, and the Company and its affiliates may not, without the prior written consent of the Parent, sell, divest, hold separate, transfer or dispose of, before or after the Closing, any assets, operations, rights, product lines, businesses or interest therein of the Parent, the Company, or of any of their respective affiliates.
2014
Tax Matters
Parent shall prepare and timely file, or cause to be prepared and timely filed, all Returns for the Company and its subsidiaries required to be filed after the Closing Date, and shall timely remit, or cause to be remitted, to the appropriate Governmental Authority all Taxes reflected on such Returns. To the extent such Returns include any Pre-Closing Tax Period, (i) such Returns shall be prepared in accordance with applicable Law and consistent with past practices of the Company as reasonably determined by Parent and (ii) Parent shall provide the Securityholder Representative with a copy of each such proposed Return (and such additional information regarding such Return as may reasonably be requested by the Securityholder Representative) for review and comment for a reasonable period prior to the filing of such Return, in the case of income Returns, and in such period of time prior to filing as Parent shall reasonably determine to be practicable in the case of other Returns (...)
2014
Tax Matters
Parent and the Securityholder Representative, on behalf of the Escrow Participants, shall cooperate, as and to the extent reasonably requested by the other party, in connection with (i) the filing of any Returns of or with respect to the Company, its subsidiaries or their respective operations, and (ii) any audit, examination, voluntary disclosure or other administrative or judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment with respect to Taxes of the Company, its subsidiaries or their respective operations (a Tax Contest). Any Tax Contest shall be treated as a Third Party Claim for purposes of Section X. Such cooperation shall include taking all commercially reasonable and legally permissible actions to minimize the amount of any applicable Tax, obtaining and providing appropriate forms, retaining and providing records and information that are reasonably relevant to any such Return or Tax Contest, and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder.
2014
 Pledge AgreementIntellectual Property
Such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or benefit of the Agent of any License held by such Grantor that is material to the operations of its business and to enforce the security interests granted hereunder; provided that at the request of the Agent, such Grantor will use its commercially reasonable efforts to secure consents and approvals necessary or appropriate for the assignment to or benefit of the Agent for each and every License held by such Grantor.
2010
Collateral Access Agreements
Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to any warehouse, processor or converter facility or other location where Collateral with an aggregate value in excess of ${X} is stored or located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Agent (...)
2010
Title, Authorization, Perfection and Priority, Type and Jurisdiction of Organization, Organizational and Identification Numbers
(...) The execution and delivery by such Grantor of this Security Agreement have been duly authorized by proper corporate, limited liability company, limited partnership or partnership, as applicable, proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing (...)
2012
Remedies
The Agent may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.
2012
Remedies
Each Grantor recognizes that the Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (X) above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private (...)
2012
Compromises and Collection of Collateral
(...) In view of the foregoing, the Grantor agrees that the Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Agent shall be commercially reasonable so long as the Agent acts in good faith based on information known to it at the time it takes any such action.
2012
 Joint VentureTax Matters
The Parties shall cooperate in a good faith, commercially reasonable manner to maximize tax benefits or minimize tax costs of the Joint Venture Company (and any Facilities Company), and of the Parties or their Affiliates with respect to the activities of the Joint Venture Company (and any Facilities Company), consistent with the overall goals of the Joint Venture Documents. Such cooperation may include, but shall not be limited to, amending one or more of the Joint Venture Documents or seeking a ruling from a taxing authority; provided, however, that neither of the Parties shall be required to consent to amend any of the Joint Venture Documents or take other action that such Party reasonably determines is not commercially reasonable, and; provided, further, that if one Party (and its Affiliates) is not likely (based on reasonable assumptions and projections) to benefit directly or indirectly from an action requested by the other Party pursuant to this Section X, then the Parties shall use good faith commercially reasonable efforts to enter into an agreement requiring the requesting Party to reimburse the other Party for the reasonable out-of-pocket costs incurred by that other Party to effect the change desired by the requesting Party, and the other Party shall not be required to incur such costs until such an agreement has been entered into.
2005
Licensing
Upon formation of the Company, each Member shall use commercially reasonable efforts to prepare, file and process applications to obtain all necessary X registrations, licenses, findings of suitability and approvals from Gaming Authorities that are required for the Company and its Subsidiaries to operate the Project. Further, each Member shall, and shall use commercially reasonable efforts to cause the members of such Members to, use commercially reasonable efforts to prepare, file and process applications to obtain all necessary X registrations, licenses, findings of suitability and approvals from Gaming Authorities that are required (...)
2007
Maintenance of the Project
From the Signing Date until the contribution of the Project Assets on the Closing Date, except as contemplated by this Agreement or as otherwise waived or consented to in writing by Y, X shall, or cause its Affiliates to continue to operate, manage, maintain, service and protect the Project Assets consistent with past practice, and in any event in a commercially reasonable and prudent manner; including maintaining liability and other all other material insurance in commercially reasonable amounts (…) use reasonable efforts to notify Y of the existence or occurrence of any fact or circumstance of which X becomes aware which materially adversely affects the ability of X or Y, respectively, to make its Initial Capital Contribution or otherwise to satisfy X's or Y's respective obligations under this Agreement.
2007
Notification Obligation
From the Signing Date until the contribution of the Initial Capital Contribution by X on the Closing Date, X shall, or cause its Affiliates to use reasonable efforts to notify Y of the existence or occurrence of any fact or circumstance of which X becomes aware which materially adversely affects the ability of X or Y, respectively, to make its Initial Capital Contribution or otherwise to satisfy X's or Y's respective obligations under this Agreement.
2007
Business Plan and Budgets
If the Board of Directors is unable to agree upon a Business Plan or Annual Budget prior to the first day of the Fiscal Year in question, then each Member, agreeing to use all good faith, commercially reasonable efforts to do so and subject to the terms of any Financing Documents then in effect, shall provide for the Business Plan and Annual Budget for such Project Component in effect for the Fiscal Year then expiring to be utilized until a new Business Plan and/or Annual Budget, as applicable, has been Approved, with the line items in such expiring Business Plan or Annual Budget that have not been Approved by the Board of Directors to be adjusted as follows (...)
2007
Formation of Foreign Facilities Companies
(...) If the immediately preceding sentence applies to a Foreign Facilities Company, further transfers of Joint Venture Product between each Foreign Facilities Company Member and its Affiliates shall be structured in a manner that both Parties reasonably and in good faith agree will maximize in a commercially reasonable manner and without undue tax risk (including tax risks unrelated to the Foreign Facilities Company) the benefits of owning the applicable Facility in the jurisdiction in which the Foreign Facilities Company is formed (...)
2007
Financing
The Members, in consultation and cooperation with each other, shall use all commercially reasonable efforts to obtain committed Financing as promptly as commercially reasonable on terms Approved by the Board of Directors. The Managing Member shall have the responsibility and authority for the negotiation, structuring and documentation of the Financing in consultation with the Board of Directors. The terms and conditions of the Financing, including, without limitation, any guarantees required by the lender, shall be subject to the Approval of the Board of Directors.
2008
 Lease ContractSublet, Assignment and Exchange
During the term of this Contract, Party B may not sublease, assign, or exchange, whether expressly or in disguised form, the Premises or any part thereof to any third party (other than any affiliate of Party B) for any profit purpose. In case of any sublet, Party B shall notify Party A of the sublet contract for recordation. Upon request of Party B, Party A shall provide the reasonable assistance.
2009
Responsibilities of both parties
During the lease term hereunder, Party B shall reasonably use and properly take care of the Premises. If the Premises or any fixture or equipment therein are damaged or failed due to Party B's misuse or improper use, Party B shall start repairing it within 5 days and restore it within 10 days; if Party B fails to do so within the prescribed time period or refuses to do so, Party A may have it repaired at the costs of Party B.
2009
EM Plan
The Landlord shall use reasonable endeavours to ensure that its managing agent or other party responsible for the operation or management of the Estate will: either put in place an appropriate EM Plan that is suited to the size and occupation of the Estate, or, where any memorandum of understanding relating to the Estate requires the Environmental Forum to put in place an EM Plan work with the Environmental Forum to achieve this objective; attend the meetings of the Environmental Forum; and keep all data provided by the Tenant confidential (except where disclosure of it is required by law) and only use such data to ensure that the Estate is run in a reasonable sustainable way that minimises its environmental impact so far as reasonably practicable.
2010
Additional Rights
The Landlord and the Tenant shall use reasonable endeavours to obtain the Superior Landlord's written approval to the Additional Rights as soon as reasonably practicable after the date of this Agreement.
2010
Insurance
The Landlord covenants with the Tenant (...) to diligently apply or procure the application of the insurance proceeds covering the rebuilding and reinstatement costs of the Premises or the Estate (to the extent reasonably required for the beneficial use and occupation of the Premises and the rights granted by this Lease) but excluding those proceeds relating to loss of rent for the purposes of rebuilding and reinstating the Premises (but for the avoidance of doubt not including tenant's or trade fixtures and fittings) or the Estate (to the extent reasonably required for the beneficial use and occupation of the Premises and the rights granted by this Lease) making good any deficiency in the proceeds (except for any deficiency caused in whole or in part by any act, default or neglect of the Tenant) out of its own resources the Landlord shall use reasonable endeavours to procure that all works are carried out as soon as reasonably practicable in a good and workmanlike manner.
2010
Maintenance and Repair
The property management company commissioned or any person authorized by Party A and the North America International Business Center, after sending a prior reasonable written notice to Party B, may enter the House for inspection and repair. However, in urgent circumstances, the property management company commissioned or any person authorized by Party A and the North America International Business Center may enter the House without giving Party B any prior written notice, provided that they shall at the same time notify Party B to send its staff to the site.
2010
Obligation to obtain Lease Consent
The Landlord shall as soon as practicable apply for and the Landlord and the Tenant shall (subject to the provisions of Clause X) use reasonable endeavours to obtain as soon as practicable the Lease Consent in a form reasonably acceptable to the Landlord and the Tenant save that the Landlord will be under no obligation to obtain a declaration from the High Court (or such other appropriate court) that the Superior Landlord is unreasonably withholding the Lease Consent.
2010
Obligation to obtain the Licence for Alterations
The Landlord and the Tenant shall use reasonable endeavours to obtain the Licence for Alterations in a form which is reasonably acceptable to the Landlord and the Tenant save that the Landlord will be under no obligation to obtain a declaration from the High Court (or such other appropriate court) that the Superior Landlord is unreasonably withholding the Licence for Alterations.
2010
Disposals
The Landlord shall use reasonable endeavours to procure that as soon as reasonably practicable after the date of the disposal pursuant to Clause X the delivery to the Tenant of the deed containing such covenants.
2010
 

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