Who is a reasonable person in law of contract

Call our office at and speak to a highly skilled attorney for free today. Our fee is on a contingency basis. If you are unable to come to any of our offices, we are happy to visit you at home or in the hospital. New York Personal Injury Attorneys. Click For Free Consultation. Vulnerable Person means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and.

Handicapped person means any person who has lost the use of one or both legs, or one or both arms, or is blind, deaf, or so severely disabled as to be unable to move about without the aid of crutches or a wheelchair. Professional Persons means all Persons retained by order of the Bankruptcy Court in connection with the Reorganization Cases, pursuant to sections , , or of the Bankruptcy Code, excluding any ordinary course professionals retained pursuant to order of the Bankruptcy Court.

Company Control Person means each director, executive officer, promoter, and such other Persons as may be deemed in control of the Company pursuant to Rule under the Act or Section 20 of the Act as defined below. Reasonable and prudent parent standard means the standard, characterized by careful and sensible parental decisions that maintain the health, safety and best interests of a child or ward while encouraging the emotional and developmental growth of the child or ward, that a substitute care provider shall use when determining whether to allow a child or ward in substitute care to participate in extracurricular, enrichment, cultural and social activities.

Older person means an individual who is at least fifty-five 55 years of age and qualified to reside in a Housing For Older Persons Project. These persons will be identified as belonging in one of Clinically Related Groups listed in b below. Interested persons and "Assignment" shall have their respective meanings as set forth in the Act, subject, however, to such exemptions as may be granted by the Commission under the Act or any interpretations of the Commission staff.

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 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. Intellectual Property 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 Regulatory Compliance; Post-Closing Cooperation Assignment; Binding Effect; Severability Affiliate Transactions 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.

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 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.

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. 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.

Sale of Securities; Related Asset Transfers. 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.

Other Provisions of Purchase Agreement 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. 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. 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 Binding Agreement This Letter Agreement is a legally binding and enforceable agreement.

Cooperation; Certain Consents and Approvals 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.

Terms 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 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 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 Transition Assistance Delivery of the Collateral 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.

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 Project Revenue Account 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.

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 Effective Period and Termination 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.

Limitations on Duties of the Collateral Agent 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. Trust Equity Maturity; Senior Indebtedness; Security Interest 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.

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. 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.

Objections 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.

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.

Releases by the Debtors Conduct of the Business Pending the Closing 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.

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 Dissolution of Committee Conflicts 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.

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 Consultant During the Term of this Agreement, Consultant shall perform the Services reasonably requested by Manager in a commercially professional manner.

Surrender 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 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.

Change of Control Offer 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. 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 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.

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.

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. 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.

Intellectual 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.

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. 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.

Compromises and Collection of Collateral It goes without saying that this man tends to avoid the corporate world. Here, reasonableness has evaporated into a self-evident standard: in Employment Law, employers make reasonable adjustments to support their disabled staff , they must not dismiss their employees outside the band of reasonable responses and must have reasonable grounds for believing that the employee was guilty of that misconduct, if they want to avoid a claim for unfair dismissal.

Though, the reasonable person still appears in policy papers: According to the Information and Guidance of the Regulator of Community Interest Companies, a qualifying company satisfies the community interest test if a reasonable person might consider that its activities or proposed activities are carried on for the benefit of the community.

Likewise, a company will be disqualified from satisfying the community interest test if it engages in activities that a reasonable person might consider to benefit its members or employees without contributing towards any wider community benefit.

Reasonableness in contract interpretation involves 1. To conclude: having vanished from the simple objective certainty of his old days, the reasonable man appears to have evolved into something new, multi-faceted, complex and somewhat intangible, just in accordance with the passage and requirements of our time.

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