Best Judgment Sample Clauses

A Best Judgment clause requires a party to make decisions or take actions based on their honest and reasonable assessment of the situation, using their own expertise and discretion. In practice, this means the party must act in good faith and cannot act arbitrarily or with disregard for the interests of the other party; for example, a supplier might be required to use their best judgment in sourcing materials or fulfilling orders. The core function of this clause is to ensure that decisions are made thoughtfully and responsibly, reducing the risk of negligence or bad faith actions in the performance of contractual obligations.
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Best Judgment. The Manager shall use its best judgment and efforts in rendering the advice and services to the [Fund/Trust], including the Advisory Services and the Administrative Services, as contemplated by this Agreement.
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Best Judgment. The Advisor shall give the Trust the benefit of its best judgment, experience and effort in rendering services hereunder, but the Advisor shall not be liable for any loss sustained by reason of the adoption of any investment policy or the purchase, sale or retention of any investment instrument, whether the purchase, sale or retention is based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if the purchase, sale or retention is made and such other individual, firm or corporation was selected with due care and in good faith. Nothing herein contained shall, however, be construed to protect the Advisor against any liability to the Trust or its Participants by reason of misfeasance, bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement, nor shall anything herein contained constitute a waiver or limitation on any rights which the Trust may have under any federal securities laws.
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Best Judgment. Evaluations of the Council’s Construction Cost, Project Budget, and preliminary and detailed cost estimates prepared by the Construction Manager, must represent the Construction Manager’s best judgment as a professional familiar with the construction industry.
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Best Judgment. Evaluations of the DBE’s estimates must represent the Construction Manager’s best judgment as a professional familiar with the construction industry.
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Best Judgment. In voting the Shares represented by the stock certificates issued to the Voting Trustee as hereinbefore provided, the person acting as Voting Trustee shall exercise his best judgment to the end that the business and affairs of the Corporation shall be properly managed; but no person acting as a Voting Trustee assumes any responsibility or liability in respect of such management, or in respect of any action taken by the Voting Trustee, or taken in pursuance of his consent thereto, or in pursuance of his vote so cast, and any person acting as a Voting Trustee shall not incur any responsibility or liability, as a shareholder, Voting Trustee or otherwise, by reason of any error of fact, or law, or of any matter or thing done or omitted to be done, except for his own willful misconduct.
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Best Judgment. Evaluations of the DBE’s proposed change orders or requests for use of contingencies must represent the Construction Manager’s best judgment as a professional familiar with the construction industry.
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Related to Best Judgment

  • Money Judgment A Judgment or order for the payment of money in excess of $1,000,000 or otherwise having a Materially Adverse Effect shall be rendered against any other Consolidated Company, and such judgment or order shall continue unsatisfied (in the case of a money judgment) and in effect for a period of sixty (60) days during which execution shall not be effectively stayed or deferred (whether by action of a court, by agreement or otherwise). In regard to the foregoing, amounts which are fully covered by insurance shall not be considered in regard to the foregoing $1,000,000 limit.

  • AMENDED JUDGMENT If any amended judgment is required under Code of Civil Procedure section 384, the Parties will work together in good faith to jointly submit and a proposed amended judgment.

  • Judgment (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase Dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in a Committed Currency into Dollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase such Committed Currency with Dollars at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. (c) The obligation of the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Agent hereunder shall, notwithstanding any judgment in any other currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Agent (as the case may be) may in accordance with normal banking procedures purchase the applicable Primary Currency with such other currency; if the amount of the applicable Primary Currency so purchased is less than such sum due to such Lender or the Agent (as the case may be) in the applicable Primary Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Agent (as the case may be) against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such sum due to any Lender or the Agent (as the case may be) in the applicable Primary Currency, such Lender or the Agent (as the case may be) agrees to remit to the Borrower such excess.

  • Attachments; Judgments Any portion of Borrower’s assets is attached or seized, or a levy is filed against any such assets, or a judgment or judgments is/are entered for the payment of money, individually or in the aggregate, of at least $250,000, or Borrower is enjoined or in any way prevented by court order from conducting any part of its business; or

  • Litigation and Judgments Except as specifically disclosed in Schedule 6.5 as of the date hereof, there is no action, suit, investigation, or proceeding before or by any Governmental Authority or arbitrator pending, or to the knowledge of Borrower, threatened against or affecting Borrower, any of its Subsidiaries, or any other Obligated Party that could, if adversely determined, result in a Material Adverse Event. There are no outstanding judgments against Borrower, any of its Subsidiaries, or any other Obligated Party.