First magnus liquidating trust scott michael foster and spencer grammer dating in real life
Tim looks into happenings in Doncaster after Robert Kelly's disappearance and talks to Joseph Tuse about a parachute bag that landed in his field (MAG 21).
He is reminded of traveling circuses in Europe when looking into the case of the red calliope owned by Nikolai Denikin, and later by his granddaughter Leanne (MAG 24).
When Tim attempts to quit, he realises that he and the others are somehow being compelled to stay at the Archives (MAG 65).
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.1 The Principle is derived from the general standard of good faith and fair dealing.
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.2010Authorization 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).2010Iintellectual 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 (...)2010Public 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.2010Except 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.2011Defined 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.
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 (...)2009Conditions 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.2009Shareholder 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.2009Depositary 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.2009Non-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 (...)2010Earn 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.
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.2013Confidentiality(...) 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.Tim is out for lunch during Jane Prentiss's siege on the Institute and is absent when the others barricade themselves inside the safe room (MAG 39).He is rescued by Sasha James and attempts to escape alongside Jonathan Sims and Martin Blackwood, but becomes separated from the latter.3 In legal disputes, the court or arbitral tribunal personifies the reasonable man.Standard of Reasonableness as Limit to Execution of Contract Employment Contract Sales & Purchase Contract Services Contract Loan Contract Bankruptcy Agreement Asset Management Agreement Merger Agreement Pledge Agreement Joint Venture Lease Contract Change 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.2009Official 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 (...)1998Definitions 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.1998Affirmative 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.1998Affirmative 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.1998Events 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.1998Remedies(...) 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.