1General Obligations. All financial, statistical, personal, technical and other data and information which are designated confidential by a Party (“Disclosing Party”), or, if not so designated, is nonpublic information that under the circumstances surrounding disclosure ought to be treated as confidential, and made available to the other Party (“Receiving Party”) in order to carry out the Agreement, or which become available to the Receiving Party in carrying out the Agreement (“Confidential Information”) will remain the property of the Disclosing Party. All Deliverables, Developed Works and AOC Data shall be deemed Confidential Information of the AOC, the individual Courts, or each AOC Agent, as applicable. The Receiving Party shall protect the Confidential Information of the Disclosing Party from unauthorized use and disclosure and shall use at least the same degree of care, but no less than a reasonable degree of care, to safeguard the Confidential Information of the Disclosing Party as it employs with respect to its own information of a similar nature. Notwithstanding any other provision of this Article 18, with respect to disclosures to the AOC Group and AOC Agents, the AOC’s compliance with this Article 18 shall (i) be subject to the AOC Group’s and each AOC Agent’s compliance with all Applicable Laws, and (ii) only apply if the AOC’s Business Services Manager consents in writing in advance, on a disclosure-by-disclosure basis, that the disclosure will be protected as set forth in this Article 18, which consent shall not be unreasonably withheld. The Receiving Party shall require that its employees, agents and subcontractors comply with the confidentiality restrictions of this Agreement. Subject to the provisions of this Article 18, the AOC may disclose Contractor Confidential Information to its subcontractors and consultants as reasonably necessary for the conduct of the AOC Group’s business, provided that such subcontractor or consultant has signed a reasonable nondisclosure agreement. In the event of unauthorized disclosure or loss of Confidential Information, the Receiving Party shall immediately notify the Disclosing Party in writing. The obligations in this Section shall not restrict any disclosure pursuant to any applicable law or by order of any court or government agency (provided that the Receiving Party shall give prompt notice to the Disclosing Party of such order in such time as to permit the Disclosing Party to participate in the response to any such order) ...
1General Obligations. Subject to the provisions of this Contract, the Supplier shall carry out, and be responsible for, the design of the Facility in accordance with the Technical Specification. The Supplier holds himself, his designers and design Subcontractors as having the experience and capability necessary for the design.
1General Obligations. The Private Party shall not engage in any business or activity other than the business or activity included in, or otherwise required to enable the Private Party to provide, the Project Deliverables. The Private Party shall not be relieved of any obligation, responsibility or liability under this PPP Agreement by the appointment of any Subcontractor to carry out any part of the Project Deliverables. As between the Private Party and the Institution, the Private Party shall be responsible for the payment, performance, acts, defaults, omissions, breaches and negligence of all Subcontractors. The Private Party shall be responsible for the management and supervision of any third parties appointed by it to perform any part of the Project. All references in this PPP Agreement to any performance, payment, act, default, omission, breach or negligence of the Private Party shall be deemed to include any of the same by a Subcontractor.
1General Obligations. The Private Party shall take out and shall thereafter maintain or procure the maintenance of the insurances listed in Schedule 9 and any other insurances as may be required by law ("Project Insurances"). Each of the Project Insurances listed in Schedule 9 must be taken out and become fully effective in each case not later than the corresponding date set forth in Schedule 9. Each of the Project Insurances (if any) not listed in Schedule 9 must be taken out and become fully effective not later than the earliest date required by law. The payment of the insurance premiums due and payable under the policy applying to any Project Insurance shall be the responsibility of the Private Party. No Party to this PPP Agreement shall take any action or fail to take any action, or (in so far as it is reasonably within its power) permit anything to occur in relation to it, which would entitle any insurer to refuse to pay any claim under the policy applying to any Project Insurance. The Private Party undertakes that each Project Insurance shall: without limiting the provisions of clause , name the Private Party as the insured; provide for non-vitiation protection in respect of any claim made by the Institution as co-insured. If non-vitiation protection is unavailable when any such insurance policy is first placed, then the Private Party shall procure that the [insert name of advisor] investigates whether any non-vitiation protection subsequently becomes available prior to each renewal of the policy and provides written confirmation promptly upon the renewal thereof as to the unavailability thereof to the Institution. If any non-vitiation protection subsequently becomes available, then the Institution shall be entitled to require the Private Party to procure such protection and the costs thereof shall be borne by the Private Party; contain a clause waiving the insurers’ subrogation rights against the Institution, its employees and agents; provide for [x] days prior written notice of their cancellation, non-renewal or amendment to be given to the Institution; and contain a clause recording that such Project Insurance is a primary insurance and shall not be brought into contribution by any other insurance; and provide for payment of any proceeds under any of the material damage insurances included in the Project Insurances to be made by insurers in accordance with clause 12.3. The Private Party shall procure that each of the Project Insurances shall name the Institution as a c...
1General Obligations. (a) The Facility as installed by the Supplier shall be wholly in accordance with the Contract. The Services shall include any work, which is necessary to satisfy the Technical Specification, or arises from any obligation of the Supplier. The Supplier shall design and install the Facility, including providing Facility Documents, in accordance with this Contract. [Note: consider this Sub-Clause in light of the balance sheet treatment of the Project and work to be undertaken during a “construction phase”.]
(b) The Supplier shall from the Completion Date (A) operate and maintain the Facility from and including the Untreated Wastewater/ Effluent Supply Point to and including the Discharge Point in a safe and reliable manner and (B) dispose of Treated Wastewater/ Effluent in accordance with the terms of this Contract and perform the Services hereunder in good faith, in accordance with:
(i) the Standards of a Reasonable and Prudent Supplier;
(ii) the Technical Specification;
(iii) all Applicable Laws, including, without limitation, all laws relating to labour or the environment;
(iv) all relevant Permits from time to time in force including without limitation all relevant health and safety authorisations and environmental consents; and
(v) the Purchaser Site Regulations.
(c) If the Supplier is aware of a conflict between the requirements set out in paragraph (b), it shall inform the Purchaser accordingly and the Parties shall discuss and agree upon the manner in which the Supplier should perform its obligations. Failing agreement the Purchaser shall direct the manner in which such conflict shall be resolved provided that the manner as directed by the Purchaser will not cause the Supplier, its employees, agents or Subcontractors to breach any mandatory or criminal law or to run any risk of criminal, penal or other non-monetary penalties or prosecution and that the Purchaser shall (save to the extent arising by virtue of any negligent act or omission of the Supplier or a breach of this Contract by the Supplier) indemnify the Supplier against all costs, claims, damages, expenses, fines, losses, liabilities and penalties incurred or sustained by the Supplier as a result of the performance of the Services by the Supplier in accordance with such direction.
1General Obligations. The Purchaser shall, at no cost to the Supplier and in such a manner as will not prevent, interfere with or delay the Supplier carrying out its obligations under the Contract:
(a) provide the Site in accordance with Sub-Clause 3.2;
(b) pay the Supplier in accordance with Clause 16;
(c) permit the Supplier to display on or at the Site and any part of the Purchaser's premises reasonably near to it, signs indicating the Services provided by the Supplier and the ownership arrangements for any Facility and take reasonable steps to ensure that no such sign is removed or altered;
(d) [give such assistance (by way of provision of information, the signing of elections and notices or otherwise) as may be reasonably requested by the Supplier for the purpose of assisting with any claim for capital allowances which may be made in respect of the Facility or part thereof;]
(e) provide continuous supplies of Utilities in accordance with the Technical Specification;
(f) if requested by the Supplier, take reasonable steps to procure access by the Supplier to any legislative bodies having jurisdiction over the Services and/or the Facility and advise the Supplier of any planned discussions with any such bodies and, if requested by the Supplier, involve the Supplier in such discussions;
(g) ensure the full co-operation of the Purchaser’s employees, agents, suppliers and subcontractors in connection with the provision of the Service and prevent its employees, agents, suppliers and subcontractors from taking any steps which adversely affect the Supplier’s ability to discharge its obligations under the Contract;
(h) make available for the exclusive use of the Supplier, its employees, agents, suppliers and Subcontractors secure and convenient parking facilities and work and office space reasonably required by the Supplier and any other facilities required by the Supplier for its employees, agents, suppliers and Subcontractors, to a standard reasonably acceptable to the Supplier;
(i) provide the supply of Untreated Wastewater/ Effluent in accordance with the Guaranteed Levels;
(j) maintain the Discharge Consent in its name in respect of discharges from the Facility and promptly notify the Supplier of any communications between [water authority/environmental agency] and the Purchaser regarding the Purchaser meeting the discharge limits prescribed in the Discharge Consent and any other matters which the Supplier may regard as necessary in order to carry out its activities under this ...
1General Obligations. As the holder of an Authority from Us, You and the Representatives will act for Us in connection with the Financial Services Business carried on by Us on the terms and conditions set out in this Agreement and Schedules. You will comply with all applicable laws relating to Your conduct as the holder of an Authority from Us and do all things reasonable to ensure that the Representatives comply with all applicable laws relating to their conduct as the holder of an Authority from Us. You will comply with our Policies and Procedures as they may apply to you and any operating guidelines that We may publish from time to time. On request by any person You will produce a copy of Your Authority, free of charge and within 10 business days of receiving the request. You will be at all times of good fame and character. You and Your Representatives will perform Your duties efficiently, honestly and fairly. You will provide appropriate office accommodation and administrative support to Your Representatives for the purpose of providing the Financial Services Business, or otherwise facilitate the performance by each Representative of his or her obligations to provide their services efficiently, honestly and fairly. You will effectively monitor and supervise the activities of Your Representatives to ensure that they are consistently and diligently providing the Financial Services Business efficiently, honestly and fairly. You agree that, in the event of conflict between Our interests and Your interests or the interests of Your Representatives in respect of any matter relating to the provision of the Financial Services Business, both You and Your Representatives must give priority to Our interests.
1General Obligations. As the holder of an Authority from Us, You will act for Us in connection with the Financial Services Business carried on by Us on the terms and conditions set out in this Agreement and Schedules. You will comply with all applicable laws relating to Your conduct as the holder of an Authority from Us. You will comply with our Policies and Procedures as they may apply to you and any operating guidelines that We may publish from time to time. On request by any person You will produce a copy of Your Authority, free of charge and within 10 business days of receiving the request. You will be at all times of good fame and character. You will perform Your duties efficiently, honestly and fairly. You agree that, in the event of conflict between Our interests and Your interests in respect of any matter relating to the provision of the Financial Services Business, You must give priority to Our interests.
1General Obligations. Distributor accepts the appointment set forth herein and agrees to use its commercially reasonable efforts to sell and market the Products in the Territory during the term of this Agreement. Nothing in this provision is meant to cause the breach of any provision of any other agreement to which Distributor is a party.
1General Obligations. Except in the event of a termination of this Agreement pursuant to Section 11.4, upon the termination or expiration of this Agreement all rights granted hereunder to Franchisee and the Principal Shareholders shall immediately terminate, and:
12.1.1 Franchisee and the Principal Shareholders shall immediately cease to operate the Restaurant and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former franchisee or Franchisor;
12.1.2 Upon demand by Franchisor, Franchisee and the Principal Shareholders shall assign to Franchisor all of their right, title and interest in any lease then in effect for the Restaurant or the Premises, and Franchisee and the Principal Shareholders shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty days after termination or expiration of this Agreement;
12.1.3 Franchisee and the Principal Shareholders shall immediately and permanently cease to use, by advertising or in any other manner whatsoever, any confidential methods, procedures and techniques associated with the Concept and the System; the xxxx "Garfield's Restaurant & Pub"; and all other Proprietary Marks and distinctive slogans, signs, symbols, or devices associated with the Concept and the System. In particular, Franchisee and the Principal Shareholders shall cease to use, without limitation, all signs, equipment, advertising materials, stationery and any other articles which display the Proprietary Marks associated with the Concept and the System;
12.1.4 Franchisee and the Principal Shareholders shall take such action as may be necessary to cancel any assumed name or equivalent registration which contains the xxxx "Garfield's Restaurant & Pub," the Proprietary Marks or any other service xxxx or trademark of Franchisor, and, if applicable, Franchisee and the Principal Shareholders will change its corporate name so as to delete therefrom the words "Garfield's Restaurant & Pub," the Proprietary Marks or any other similar combination, and Franchisee and the Principal Shareholders shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within ten days after termination or expiration of this Agreement;
12.1.5 If Franchisor does not demand an assignment of the Lease under Subsection 12.1.2, Franchisee and the Principal Shareholders shall make such modifications or alterations to the Premises operated hereunder (includin...
