Good Faith and Commercially Reasonable Manner - CSA Provision

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9(b) Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner.

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11(d) Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner.

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Whether a merchant should commit himself to dealing in good faith, or in a commercially reasonable manner, is one that vexes a surprising number of attorneys. Especially American ones. The only discomfort it should occasion is to a solicitor’s livelihood, for this magic expression, while doing no more than articulating the basic commercial outlook of a good egg, puts many a tedious negotiation to the sword. Everyone benefits but the officers of Her Majesty's courts.

The great case of Barclays v Unicredit should be a source of great succour.

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