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5.1.1 they will act at all times in good faith towards the other Party to procure the Objectives for their mutual benefit and to give effect to the spirit and intent of this Agreement;
5.1.2 if either of the Parties come into possession of any material facts knowledge or information that may relate in any way to this Agreement and which they believe the other Party is not aware they are to disclose such information to the other Party as soon as reasonably practicable upon becoming aware and provide copies of any relevant documentation relating to such disclosure;
5.1.3 they shall act in good faith in relation to the Costs and (if requested) to provide evidence as to the Costs incurred;
5.1.4 they have not and will not before or after entering into any negotiations for Sales or effecting any Sales:
5.1.4.1 unless otherwise agreed with the other Party, communicate to any person the amount or approximate amount of the consideration for the Sale required or anticipated nor the details of any other bid or offers;
5.1.4.2 enter into any agreement or arrangement with any person, that they shall refrain from negotiating a Sale or from making a bid nor that they shall withdraw any such bid once offered or vary the amount offered;
5.1.4.3 pay give or offer to pay or give any sum of money or other valuable consideration directly or indirectly to any person doing or having done or causing or having caused to be done any act or thing of the sort described above;
5.1.5 the principles described above can be or will be brought to the attention of all potential buyers in connection with this Agreement and each Party warrants to the other that any contract entered into with any such buyers will be made on the basis of compliance with the above principles by the Parties;
5.1.6 it will respond promptly to requests properly made by the other Party for approvals information data or assistance and each of the Parties will at all times make full disclosure to the other Party of all relevant information data reports and opinions with respect to this Agreement.
5.2 Where the consent or approval of the Owner is required under this Agreement to any proposal made by the Promoter which requires a Joint Decision the Owner is not to unreasonably withhold or delay their consent or approval to that proposal and where the consent or approval of the Promoter is required under this Agreement to any proposal made by the Owner which requires a Joint Decision the Promoter is not to unreasonably withhold or delay its consent or approval to that proposal.
5.3 If either Party pursuant to clause 5.2 hereof believes the other Party is unreasonably withholding or delaying its consent or approval then the
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/Users/georgegriffiths/Library/Containers/com.apple.mail/Data/Library/Mail Downloads/6663C249-66B1-4856-B8AF-3D567A64A39C/Promotion Agreement (engrossment) (JMW).doc