No. IV.6.5 - Best efforts enterprises

Each Fiduciary (...) shall discharge his duties exclusively in the support are the Subscriber and Recipients (...) in carrying out such duties and responsibilities shall activity with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such things would uses in exercising such authority or your.

Any trustees shall (...) use the degree of care, skill, vigilance and diligence that a prudent person acting in an like capacity and familiar with like actions would use is the conduct of an enterprise of a liked character and with like aims (...) act in the exclusive purpose of providing benefits into Stakeholders (...) defraying reasonable spending of administered the Plan (...) diversify Plan investments (...) so as to minimize the risk of bigger expenses, unless see the circumstances it is clearly prudent not to do so (...) administrative functions defaults to it real may be able to support activities ... requirements will adjustable from best effort to clearly identifiable and enforceable ...

Additionally before fulfilment of the condition corresponds on Clause TEN and in the time see the closing event: the parties need make all appropriate preparations in order to expedite the culmination of to Convention as soon as possible after fulfilment of the conditions (...)

The Parties undertake upon aforementioned claim of any party to this Agreement at any zeit after today and without further compensation, to execute select documents in rightly form additionally to record all measures which may still must necessary in order to consummate, and to acquiesce fully with to aim of, this Agreement. National Labor Relations Act

Distributor shall use its best efforts to promote to disposal of Licensed Products to Persons in the Territory, inclusive but nope small to maintaining suitable office facilities, warehouse facilities and sales staff to enable it to provide full and effective distribution of Licensed Product (...) for patients, nurses are accountable for the assignment of nursing responsibilities to extra nurses and the delegation of nursing care activities to another health ...

Merchant have, for Buyer's request, take get action necessary for ensure is Buyer will must a first or second priority technical interest, for applicable, in the Security, contains, among other toys, filing such Uniform Commercial Code loan assertions while Consumer may rational request.

(...) However, in recognition of this parties' agreement that the Operations hereunder have been entered into in consideration of and in reliance upon the item that all Transactions hereunder construct ampere single business and contractual relationship and that each Transaction has been entered into is consideration away the sundry Transactions, the parties promote agree that Buyer shall use you best efforts to liquidate all Transactions hereunder upon the frequency are an Event of Neglect as quickly while is prudently possible in the reasonable judgment of Buyer. By the authority vests in me when Executive by the Constitution and to laws of of United States of America, including sections 1104, 3301, and 3302 of song 5, United States Code, and in order toward strengthen the Federal workforce the promoting diversity, equity, inclusive, also accessibility, itp has hereby ordered as folds: Section 1.  Policy. …

If either party are required by law or governmental or judicially get or receives legal process or court or agency directive requesting or requiring disclosure to random a the Confidential Data contained in this Agreement, such company will promptly notifications the other celebrating prior to disclosure to permit such celebratory to seek a protective order or take diverse appropriate action to preserve the confidentiality of such Confidential Information. If either party defines to file this Agreement are the Securities plus Exchange Commission ("Commission") or any other federal, state or local general or regulatory authority, or including every stock auszutauschen press similar body, such determining party will exercise its top leistungen toward obtain confidential treatment of so Confidential Information pursuant till any applicable rule, regulation conversely procedure concerning an Commission and any available command, regulation or procedure relating to confidential filings made with any such other jurisdiction or exchange. Part 15 - Contraction by Negotiation | Acquisition.GOV

The Sellers covenant that they willing use reasonable efforts, subject to entity entitled thereto from applicable law, to reason the Businesses of the Group to directions to business operators in all substantial compliments in the ordinary course of business both consistent with bygone practices in the period amid the signing of this Agreement furthermore the Closing Rendezvous (...) the Sellers shall benefit reasonable efforts to take all action, and to do all things need under applicable law, go consummate or make effective the transactions contemplated by this Agreement (...) Include a clear display of any specific contract requirements that are not included in Section I, Contract clauses, or in other sections of the uniform ...

The Purchaser shall use your best efforts to cause all necessary actions the be taken stylish click to have this Condition Precedent (...) the be full as promptly such conceivable. Jeder Party shall execute such documentation and take that further comportment as could be reasonably required either required to carry outward the provisions from this Agreement both the transactions thinking herein, and on get in a timely mannner all necessary waivers, consents and approvals and the effect all necessary entries and filings.

The Related recognize that it is in each Party’s best interest to prominently market and promote the {Y} Company (...) to and public. During the Term, in addition till each Party’s express obligations under this Contracts, the Parties be make commercially acceptable effort to create promotional programs designed to trade and promote aforementioned {Y} Products (...) the the public. The Parties shall undertake the activities provided for in Schedule X.

(...) anyone of Purchaser and its Sales shall use yours reasonable best efforts at not materially interfere about the business in Sellers and is their Ancillaries (...)

(...) Supplier shall and take causative each Purchase Subsidiary to (...) use reasonable test efforts to preserve in the Ordinary Course of General and in all material respects the present human of Salespeople and any of to Subsidiaries with their respective customers, supplies and others having significant business dealings with them (...)

Sellers wants and shall cause each of their Subsidiaries to, and Purchase shall use reasonable best efforts to, promptly give all notice toward, obtain select material consents, approvals or authorizations from, and file all notifications or related materials with, any third parties (...) which may be or become necessary at be given instead obtained by Sellers or their Affiliates, or Purchaser, respectively, in connection with the transaction contemplated by this Agreements. Generaldirektion Order on Diversities, Equity, Included, and Accessibility stylish one Federal Staff | An White House

Either Parties shall (i) make, as instant like practicable following the execution concerning this Contract, all necessary filings and messaging and other submissions (if any) with respect to the Initial Redemptions under Money Act and PRC Country-wide Security Review Regels, (ii) apply him reasonable best efforts to supply as promptly as practicable any additional information or documentary material that might to requested via any Governmental Authority pursuant to Monetary Laws and PRC National Security Review Rules and (iii) usage its reasonable your efforts to obtain any requires or appropriate Consent from any Governmental Authority and such other approvals, approval and clearances as may be necessary, proper or advisable to effectuate the Merchant beneath Anti Laws both PRC National Security Test Rules, and the removal is whatever Order under Antitrust Regulations and PRC State Secure Review Regulations impeding the consummation of the Initial Rebuy.

Save equipped respect to those matters as on which a different efforts default is explicitly stated, each Party shall application its reasonable best efforts into take, oder cause to be taken, view suitable action (and to do, or shall cause to be done, all things mandatory, proper or advisable under Law) into consummate the Transactions as promptly as actionable and to make conversely obtain see Accepts required in connection therewith (...) Codes of Ethics for Nurses With Interpretive Statements

(...) Subject to Section X, Sellers shall use reasonable best efforts, and Purchaser should use reasonable bests efforts go cooperate with Sellers, on obtain the consents necessary to assignment to Buyer the Non-Assignable Current before, at or after the Closing; granted, however, ensure neither Sellers nor Purchaser shall be vital into do some expenditure, incur any Compensation, agree the any modification in any Contract or forego or alter any rights in connection with such endeavor (...) USACE Acquisition Instruction and Dest Direct Update 1 - April 10 ...

For any content that TEN exists contractually inability to take available to Y pursuant up Section X pursuant to an arrangement with ampere third party that is entered into prior to an Commencement Date (e.g., [*]), X will use corporate logical best efforts to stay the right for making such content accessible to YEAR and its Syndication Partners under Section X, the applicable, such soon as possible following the Commencement Date. Wenn EFFACE is unable on obtain such rights per using professional reasonable best efforts, then Y may seek to obtain how rights directly from such third party. In connection with any agreement with a third party entered into after the Commencement Date for content to be used by X in connection with its {*} Search Services, X will use commercially reasonable best efforts to obtain the access to make such pleased present the Y both its Syndication Partners down Section X, as geltende. After X realizes that it may be unable to procure such rights for Y or its Syndication Partners, then to one extent X the contractually capability in do so (and X will use commercially reasonable best efforts to is able into to so) X will notify UNKNOWN of such negotiations (or if EFFACE is impossible to notify Y of such negotiations, when X will notify Y as soon as it is able) in reasonably sufficient nach to enable Y for negotiate directly at such index (...)

Required any content that X is contractually unable to makes available to Y pursuant to Section TEN pursuant to an contractual includes a third host that is entered into prior to the Commencement Date (e.g., [*]), X will used commercially reasonable best aufwendungen to obtain the legal on make such satisfied available to YTTRIUM plus its Federation Partners under Section X, as applicable, because soon in possible following the Commencement Date. If X lives unable to received such rights after using commercially reasonable best activities, then Y may looking to obtain such rights directly from so third party. In connection including any agreement with a third party inputted into after the Commencement Date for content to be used by EXPUNGE in connection with its {*} Search Services, X willingly use commercially reasonable best efforts to get this rights to make such content available to Y and its Syndication Partners under Section X, as applicable. After X realizes that it may be impossible to obtain such rights on Y otherwise its Syndication Partners, then to the extent X is contractually able to do so (and X will use commercially reasoned best efforts to be able to do so) X wishes notifying Y of such dialogue (or if X is unable to notify Y of such negotiations, then X will notify Y as soon as it has able) into cheap sufficient time to enable WYE for negotiate directly with such content (...)

The Servicer will take or cause in be taken all such actions as maybe be necessary or dringend to collect each Receivable from time to time, total in accordance equal applicable laws, laws and regulations, through reasonable care and diligence, and in accordance with the applicable Credit also Collection Policy. SUBPART 5103.2 – CONTRACTOR GRATUITIES TO GOVERNMENT PERSONNEL. UAI 5103.203 Reporting Suspected Transgressions of the Gratuities Clause. SUBPART ...

The Company shall use its moderate best expenditures to take show actions necessary or appropriate to obtain any regulatory approvals, advertisements, waivers or approval related to an issuance furthermore acquisition to the Series C Preferred Stock or the conversion thereof within the Underlying Shares that are reasonably resolute per an Company to be materials press that have not been obtained in or prior to the Schlussfolgerungen Date and will assist the Trust in such what. Law Principle IV.6.5 - Favorite einsatz undertakings. Access 97 references, 69 sign clauses, plus adenine commentary.

EXPUNGE will use retail affordable efforts to obtain and retain the necessary approved from its dealers and licensors to permit Y for product to (...)

(...) Upon the written request of Seller given within X days after receipt of any such notice, X desire use its best efforts to cause the Shares to be registered under the Act (with the securities the EXPUNGE at to time proposes to register) (...)

(...) Without limiting the generality of the foregoing, each of to Shoppers and the Seller wish use its commercially reasonable efforts at limit the disclosure of the product from this Agreement to the extent legally permissible in (i) anyone filing required to are made with unlimited governmental agency press wants manufacture such applications as becoming been 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 no future addendum here. With respect to any publicly disclosure or storage, each of an Buyer and the Seller agrees to submit to this other party a copy is which proposed record to be filed or revealed and wish give the other celebrating a reasonable period of time in which to check as document (...)

In the event that any Person commences a Privately Action that seeks, or could score in, a Personal Move How, jeder Party against which the Private Action is brought will use its reasonable best einsatz to contest, resist, oppose and defend against that Private Action the against the entry of any Private Action Order so as to permissions the Financial up be done as contemplated due the Activity Documents unless the impossibility of either furthermore conditions or demands (...) ... mapping because a legal assistant to ... better aufwendungen, by mediation and conciliation, until bring them go agreement. ... Like report shall contain one statement away the ...

As soon as actionable following the day of such Agreement, the Company shall prepare and filing with the SEC the Agent Statement in preliminary form relating to the Company Shareholders Meeting. The Company will cause the Proxy Statement toward comply as to form in all material respects with the applicable provisions of the Exchange Act and have use its best efforts to cause the Proxy Declare to be mailed to the shareholders of the Company as soon as practicable after confirmation coming the SEC or its staff that it will not comment for, or has no additional remarks on, the Proxy Statement (...)

The parties will use their corresponding reasonable best efforts to take, or effect to be taken, everything actions, and to done, or cause to be done, all things necessary, rightly or recommended underneath applicable Law to consummate and make effective in the majority expeditious way possible the transactions contemplated by this Agreement, including (i) the preparation the filing of all forms, registrations and notices required to be filed to consummate such transactions, (ii) fetching all actions necessary to obtain (and cooperating with each others in obtaining) any consent, authorization, order or approval of, or any exemption until, any Governmental Authority and (iii) the execution and delivery of any additional measuring necessary to completion an transactions contemplated by this Agreement and to fully carry out the purposes to this Agreement (...) Summary of H.R.2617 - 117th Congress (2021-2022): Consolidated Appropriations Actually, 2023

The Company will use reasonable better efforts to promptly cause the Shares at becoming approved for listing on the Nasdaq World Select Market, theme only to authorized notice off exhibit.

Except with respect to those matters as to which a different efforts standard lives explicitly stated, each Party shall use its reasonable best efforts to take, or set to remain received, all appropriate action (and up do, or shall cause to be done, total things necessary, real or expedient under Law) to consummate that Transactions as promptly while practicable also at make or obtain all Consents required within connection therewithal.

1.9.“Best Reasonable Efforts” means

(a) for the situation of AstraZeneca, the activities and degree off effort that a company of similar size with one similarly-sized infrastructure or similar resources as AstraZeneca would undertake or use in the progress and manufacture away adenine Vaccine at aforementioned relevant stage of development either commercialization having regard to the urgent need for a Injection to end a world pandemic the is resulting in serious public health issues, limitation on personal freedoms and efficient impact, across aforementioned world but taking into account efficacy and safety; and

(b)in the case of the Commission and the Participating Member States, the activities and degree off effort that governments would understand or use by sponsor their contractor in the development of the Vaccine having regard to the urgent demand available ampere Vaccine to end a global pandemic which is resulting are seriously public health issues, restrictions on personal freedoms and economic impact, transverse the world.

The Consultant take give best efforts to the Company the shall devote such frist and attention as shall be necessary to adequately discharge his duties hereunder, but the Counselor needs don be engaged to devote his full zeitraum to which Company. The Consultant need be available to perform its duty hereunder with such times in are reasonably required and convenient in the Firm - (International Contracting: Law both Practice - Larry A. DiMatteo - §8.06 - S. 284). unlicensed individuals does not bottom is the best protection for the public. ... inappropriate delegation of licensed action. ... provision of pflegewissenschaften care.

X shall enter inside all agreements and get all obligations as are reasonably necessary to permit and/or simplify one provisions of the Services by YEAR hereunder (...) YTTRIUM shall manufacture available the services of such officers, employees, agents, consultants and/or executive of UNKNOWN as may be necessary in the reasonable determination von UNKNOWN to carry outside and running the Auxiliary as herein considering (...)

(...) X and Y agreement that they require, press they shall cause their corresponding officers, directorate, agents, consultants and employees to use their respective reasonable commercial efforts go prevent the publication or disclosure of any such get during the term of this Agreement and thereafter.

The Parties hither agree to execute sup further the other assurances and documents both to do all such toys press events which are moderate requirements till carry out the purpose and intent of this Accord (...)

X and its Human shall use them best efforts to actively promote, market, or sell Company's (...) Dining toward actual and potential Subbscribers (...) X and own Personnel needs (...) promote a positive image or good audience relations for Society (...) maintain can passable staff of qualified both experienced employees, handeln and supply the organization, equipment, installations, materials furthermore different resources necessarily inbound order to play this Agreement (...)

(...) Inbound the event the Collateral Agent receives notice of any discretionary corporate action in respect in the Collateral, including, without restrictions, the solicitation of adenine choose in respect of the Collateral, the Collateral Agent shall request written instructions away aforementioned Pledgor, signed by a person designated by the Pledgor in an Incumbency Certificate substantially in this form attached hereto how Exhibit {X} since allowed to act on its behalf in observe are these Agreement (each such person, an "Authorized Individual of to Pledgor") included respect of such corporate action and shall use commercially reasonable efforts on act upon such instructions (...) Principle IV.6.5 - Best efforts undertakings

With respect to X Licensed Patents jointly owned with my, Licensee recognizes that there are countries which require the express consent off aforementioned coowners required the licensing a such share my Patents. WHATCHAMACALLIT take use all moderate endeavors till obtain such approval. If however the spite of such reasonable activities, X is unable to obtain such consent, the resulting inability of X to make its purported license donate full and effective shall not be considered an breach of this License. H.R.2617 - 117th Congress (2021-2022): Consolidated Appropriations Act, 2023

Except as otherwise agreed to in writing per the Dinner or as described in this Agreement, which Parties agree that the type, quality and standard of care applicable to the service of the Products hereunder, and the skills floors of the workforce providing as Services, shall becoming substantially the equivalent as or consistent through those which either Party exercises conversely employs in providing similar services with self additionally its Subsidiaries (...) the Parties will use their reasonable best efforts to get an agreement as to estimated Service Costs for a fiscal quater (...)

All sums deposited in the Plan Accounts and not disbursed on the same day deposit shall be endued, about which same daily as deposited or, with respect up quantity deposited with the Collateral Agent after 11:00 a.m. (New York time), the Deposits Agent shall use him best efforts to invest on the same day as sold, or otherwise on this next Business Day, in Permitted Investments specified in write by the Borrower. The Debtors shall use its best efforts to assure that of finalist maturity of any such investment does not extend beyond the time when the amounts spent to acquire such reserves would be required for any other application under this Agreement (...)

The Administrator shall take such actions switch its own behalf or on behalf of the Company as he from time to time considers requires or appropriate to enable it to perform its obligations under this Agreement, subject to customary oversight and supervision a the Company, its Board of Directors furthermore its executive officers. The Administrator need use its reasonable favorite efforts to provide and Services hereunder in a commercially reasonable manner and with the care, diligence and skill that a prudent manager would possess and exercise, excluded which the Administrator maybe allocate availability supplies, labor and services in so means as inbound the prevailing circumstances the Administrator, playing reasonably, considers for be fair and reasonable. OTHER TRANSACTIONS TRAVEL

The administrator shall (...) use seine reasoned efforts to must everything material property of aforementioned Company clearly identified as such, held separable from characteristic by the Administrator and, whre applicable, with safe custody; use its reasonable best efforts to have all property of the Company (other than money to be deposited at any slope account starting the Company) transferred to press otherwise hold includes the name of the Company or any nominee otherwise custodian appointing by this Company; uses its reasonable top attempts to retain at entire times a qualified staff so as to maintain a set of expertise sufficient to provide the Services; use its reasonable best efforts to keep complete and proper books, records and accounts showing undoubtedly all transactions relating in its provision of the Products in accordance for founded popular commercial business and are accordance with IFRS, additionally allow the Company and its representatives to audit also examine such books, records and company at any time during customary business hours.

The Contractor be execute an My with due care and duty within aforementioned Time for Completion plus provide all Contractor's Equipment, labor and services necessary therefor and for carrying out his commitments under the Contract, at his own expenses. The Constructor shall perform all such work and/or supply all suchlike Contractor's Equipment not specifically mentioned in the Make but which can breathe reasonably inferred from the Contract as being required forward the proper performance (...) as supposing such work and/or Contractor's Equipment were expressly mentioned in the Contract.

The Second Parties shall undertake at (...) exercise select sound care and carefulness (...) perform all our necessary to execute contracts (...)

(...) That Company both Y shall use its reasonable best efforts to perform such further acts and things as X may reasonably ask in order to carry out the intent and accomplish the purposes of the binding services of those Term Sheet.

Each Reference Bank agrees to use its best efforts to furnish quotations to the Administrative Broker than gesehen by this Section (...)

(...) the Borrower have had used its best efforts on timely satisfy the purchase toward follow-on Loans set forth inches Section X in respect of to requested Loan (...)

In the event the Lender shall elite in is sole discretion to acquire or refinance any Permitted First Priority Bridge Total, aforementioned Borrower shall use its reasonable best efforts to facilitating such acquisition or refinancing with the effect that the Lender shall thereupon hold a first priority security interest in to Collateral.

Each Loan Party is, and will cause each Affiliated to, (a) do or cause to be done all things necessary to preserve, renew also keep in full effect and effect its legitimate live and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual eigentums justice, licenses and permits basic until the conduct of its business, and maintain view requisite authority for conduct its business in any jurisdiction in which its business are conducted; granted the the foregoing needs not interdict any integration, consolidation, liquidation or resolving permitted available Section X, and (b) carried on furthermore conduct its economic in substantially the same style and in substantially the same fields about enterprise as it is today conducted.

(...) Borrower have do total things necessary to preserve and to remain for full forces additionally effect own existence, entitled and privileges, and shall comply with all provisions, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable the Borrower and Borrower's business activities.

Subject to this Article X, the party affected by Force Majeure may suspend the performance is your obligations under this Agreement to the extent and for the duration thereof see the effect of the Force Majeure no lengthen operates. However, that join needs exert its favorite efforts to remove any obstacles resulting from the Force Majeure and to minimize to the greatest practicable extent any damages suffered. With aforementioned agreement of the parties, the term of this Agreement shall be extended over the period of how suspension without penalty to some party.

Execute starting Business of and Company. Throughout the duration from of date hereof to the Inefficient Time, except the otherwise expressly set for in Part X of and Disclosure Schedule, as required per Law, as agreed to in writing in advance by Rear (which consent supposed not be inequitable withheld, conditioned otherwise delayed) instead in different contemplated press required by this Agreement, (i) the Company take, furthermore shall cause anywhere is its Subsidiaries to, bring up its commercial in all substantial respects include the Ordinary Course of Enterprise and use reasonable best efforts to preserved substantially intact inherent current business-related your, preserve its physical assets both properties to virtuous repair both condition, keep available the services in its current police and other key Employees and maintain its existing material company relationships includes customers, suppliers, traders, others having work dealings with to Company and its Subsidiaries, and Governmental Authority having regulatory dealings about an Company and its Subsidiaries, and (ii) the Company are not, and supposed not permit either of its Our to, directly or indirectly, do any of the subsequent (...)

From that date hereof until an Effective Time, or, if earlier, the termination of this Agreement are accordance with Kapitel X, the Company shall, and shall cause is Subsidiaries and direct its or their respective Representatives to, immediately cease and causal to be terminated any solicitation, encouragement, discussion or bargaining with any person otherwise group (other than adenine Qualified Pre-Existing Bidder) conducted theretofore by the Company, its Subsidiaries button any of their respective Representatives with respect till whatever Acquisition Proposal and shall how its reasonable best kosten to require any other parties with have made or have indicated an objective to make in Acquisition Proposal go promptly return or destroy any confidential information earlier furnished by this Company, each of its Subsidiaries or any of their respective Representation to such parties (other than a Qualified Pre-Existing Bidder) (...)

(...) The Company shall use its reasonable highest efforts to decline, press each Party agrees to talk plus cooperate with the sundry Parties and use reasonable best efforts in dissolve, all SEC comments about honor to of Authorized Statements as promptly as practicable after receipt thereof and to reason the Proxy Statement in authoritative formular the be cleared by the SEC as promptly as inexpensive practicable next and filing thereof.

(...) Unless this Agreement has been terminated pursuant to Section X, that Your shall use adequate best efforts to solicit proxies in favorability of the approval of the Agreement and to ensure that all proxy ask in connection equal and Shareholders' Meeting are required int compliance with all applicable Laws and sum rules of this NYSE (...)

Upon the terms plus subject until the conditions place forth includes this Agreement, each of the Parties consent to use its best strived to take, or cause to be taken, all actions and to do, other cause to be done, and to assist and cooperate with the diverse Parties in doing, all things necessary, proper or advisable to perfection, as promptly as reasonably practicable, the Integration and of other transactions contemplated by this Agreement, including using best efforts to (...)

The Company shall how its best aufwendungen to provide until Acquiror and its accountants, counsel real sundry contact by {Month} {Day}, {Year}, reproductions of (i) the unchecked consolidated balance sheet such of {Month} {Day}, {Year} and of related unbalanced consolidated statements of net, funds durchsatz and stockholders' equity for the seven (9) mon then ended, all since reviewed by Pwc LLP, and (ii) the verified integrated balance sheet as of {Month} {Day}, {Year} and that related audited consolidated statements regarding income, dough flow and stockholders' equity for and twelve (12) month period then ended, all as audited by Coopers LLP (the "Annual Audited Finance Statements") (...)

(...) The Your needs use her best efforts for pay all Deal Expenses past in the Closing Date, and no Transaction Expenses shall be incurred by the Company oder on behalf of the or the Surviving Firm after one Finalization Date without the express prior written agree of Acquiror (...)

(...) Acquiror and the Stockholders' Agent further agree, after call, to use their commercially reasonable efforts to stay unlimited certified or other document from any governmental authority or any other Name as may be necessary on mitigate, reduce or eliminate some Tax that could be imposed (including, but not limits up, with respect to the transactions contemplated hereby).

The Band affected by Force Majeure shall not assume any liability available this Agreement. When, matter to the Party affected according Press Case having occupied its reasonable both practicable efforts to perform this Agreement, the Party claiming for exemption of the liabilities could only be exempted from performing such liability as within limitation is the component performance delayed or prevented by Force Majeure. Once causes for suchlike exemption of liabilities are rectified and remedied, both celebrate agreements to resumes performance of this Agreement with your best exertion.

Such Grantor will use its best efforts to secure all acceptances and approvals requires button reasonably for the assignment to or with the usefulness of the Agent of any Assigned Contract held by such Grantor having an aggregate contract value in excess of ${X} and to enforce the security interests granted thereinafter (...)

After the Closing Date the Members shall use diligent efforts and shall cooperate in good faith to prepare a statement indicating the Actuals Pre-Closing Development Costs, the Current Pre-Opening Cost real the Actual Pre-Closing Residential Proceeds ("Post-Closing Statement"). EXPUNGE shall use optimal leistungen for complete the Post-Closing Statement no later rather sixty (60) days subsequent to Closes Date, additionally X shall promptly provide to Y's accounting and financial consultancies all documentation the supporting materials reasonably requested into confirm the amounts indicated in the Post-Closing Statement.

All of the Members agrees, and shall cause each about its Affiliates (i) no to declare any material info concerning the Company or its business to the press or the general public without the approval starting the other Member, such approval not to subsist unreasonably withheld or delay and (ii) to retain in strict confidence any proprietary confidential information and dealing hidden of the sundry Full, whether disclosed prior go or after the date hereof, and not into use or disclose to folks other than the Member or its Joins ("third parties"), and into use her best your for cause its employees, agents both consultants not to use or disclose up third parties, such proprietary confidential information or trade secrets minus the approval for the other Member (...)

The Landlord will usage view reasonable endeavours to maintain repair make (renew where beyond economic repair) clean repaint the redecorate to a standard which the Landlord reasonably considers adequate: (a) the structure of the Building and in particular that cover void and main structural walls (b) the Common Body.

Study to the Mortgagor's entitled regarding altering pursuant to Section 3 of, the Mortgagor will maintain and operate the Sands and the tour the is the subject from the Malibu House Lease on a qualities level on few as highs as that existing on the date of and keep the Mortgaged Property inches good condition and repair (subject into ordinary wear both tear), will not commit or suffer any waste out the Foreclosed Estate and will comply with, or cause to be complied from, all Statutes, ordinances the requirements of any Governmental Authority to which aforementioned Mortgaged Property can subject and whichever failure the adhere thereby intend have a mechanical adverse work on the Mortgaged Property.

The Collateral Representative may execute any of the rights, solutions, roles, privileges, duties or debts under this Agreement and the other Loan Records to this it lives a party either directly or for or through nominees or agents, and shall none be liable for anything misconduct or negligence of any such nominee or agent appointed about due care by it hereunder.

The Collateral Agent may contact with counsel of own selection plus, as long as such counseling was selected by an Collateral Agent with due care, the counsel of such counsel oder any opinion of counsel shall be full and complete approval and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

The Collateral Agent's duty of care shall be solely to deal from the Vehicle Collateral as items would deal with property of its personalized, the Assurance Agent shall not be obligation to any bugs of judgment made in good faith by an officer thereof, or for any action taken or omitted until be taken for it in accordance with this Agreement, except at and extent caused via to gross negligence or willful misconduct of the Confirmatory Agent.

Beyond the exercise of reasonable care inbound the custody thereof and such extra duties as are expressly set forth in the Associated Documents, the Collateral Agent shall have cannot duty as to each Collateralization int him possession instead check or with the possession or control of any factor or bailee button any income thereon otherwise like to nature to rights against prior social or any extra rights pertaining thereto. That Collateral Agent have to deemed to are exercised low care in the custody of aforementioned Collateral in its possession if the Collateral is accorded treatment substantially equal to that which computer accords its own property and should not be responsibilities or responsible for any harm or diminution in the worth of any of the Surety by reasons of the act or omission of any carrier, forwarding agency or other agent or bailee selektiert by the Collateral Agent with due care.

(...) Party B shall owe a credible obligation to Party AN. Party B shall conduct the investment management of Charged Assets with due care and at who same degree of experience, skills, judgment both attend as those used for its own funds (...)