Act Obligations Sample Clauses

Act Obligations. For at least two years subsequent to the Merger ------------------ Effective Date, USFLORAL agrees to timely file all documents required to be filed with the Securities and Exchange Commission pursuant to Sections 13 and 14 of the Securities Exchange Act of 1934.
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Act Obligations. ACT hereby agrees to defend and indemnify BioTransplant against, and hold BioTransplant harmless from third party claims resulting in any loss, cost, liability or expense (including court costs and reasonable fees of attorneys and other professionals) arising out of or in connection with any breach of ACT's representations and warranties in Section 5.1.2 or ACT's use or sale of Device or a product containing Device or ACT's manufacture, shipment or handling of Device, excluding any loss, cost, liability or expense covered by Section 5.3.1 or resulting from a breach of this Agreement or negligence or willful misconduct by BioTransplant, provided that (i) ACT shall have sole control of such defense though BioTransplant, in its discretion, may participate in such defense through attorneys of its choice at its cost; (ii) BioTransplant does not settle any claim without ACT's prior written consent; and (iii) BioTransplant shall provide notice promptly to ACT of any actual or threatened claim of which BioTransplant becomes aware. In the event of any such claim, BioTransplant shall provide ACT, at ACT's expense, information and assistance as ACT may reasonably request for purposes of defense of such claim. 11 5.
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Act Obligations. Insofar as it relates to or affects the Combining Genzyme Businesses, effectuate a "plant closing" or "mass layoff," as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988;
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Act Obligations. 5.1 The Act agrees as follows: 5.1.1 The Act warrants that the Event Staff have the necessary skill(s) and experience to perform the Act’s service(s) i. To provide the Act service(s) promptly and with all due skills, care, and diligence including that the service(s) shall be performed with the highest standards by appropriately experienced and skilled Event Staff; 5.1.2 To devote such level of personnel resources, technical resources, equipment, and materials to the performance of the service(s) as are required, to meet any timeframes, deadlines and work levels; 5.1.3 To notify the Agent in no less than 7 days of event date as defined in Event Schedule if the Act is unable to provide any part of their service(s). 5.1.4 To warrant that Event Staff take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, to the indemnify and keep indemnified the Agent from all and any liabilities, obligation, costs, and expenses whatsoever arising from any loss, damage, or injury caused, to the Company or any third party by the wilful or negligent default of Event Staff in complying with this obligation; 5.2 Nothing in this Agreement shall render any Event Staff an employee of either the Agent or of any Venue (if applicable). The Act shall ensure that none of the Event Staff holds him or herself out as an employee of either the Agent or of any Venue (if applicable) 5.3 Responsibility for parking and security of vehicles or other motor transport belonging to or used by the Act or Event Staff, shall remain at all times with the Act and/or Event Staff. The Act or Event Staff is solely responsible for any loss, damage, or claims associated with Event Staff operating a motor vehicle, and shall indemnify and hold harmless the Agent from any loss, damage, or claim arising out of Event Staff operating a motor vehicle. 5.4 For the avoidance of doubt, it is declared that the Act shall bear the cost of any training that the Event Staff may require in order performing the Service(s). 5.5 The Act shall not (and shall procure that its Event Staff shall not) for the duration this Agreement, without going through the Agent, directly or indirectly solicit the Venue for the supply of any services and shall refrain from dealing with the Venue other than to perform the Services under this Agreement. 5.6 For the avoidance of doubt, it is declared that the Act shall bear the cost for PLI (Public Liberty Insurance) certificate...
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Related to Act Obligations

  • Direct Obligation Neither Agent nor any other Secured Party shall be required to make any demand upon, or pursue or exhaust any right or remedy against, any Grantor, any other Credit Party or any other Person with respect to the payment of the Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any direct or indirect guaranty thereof. All of the rights and remedies of Agent and any other Secured Party under any Loan Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or remedies provided by any Requirement of Law. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against Agent or any other Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

  • Client Obligations 3.1 The Client warrants and represents that: 3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services; 3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services; 3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading; 3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services; 3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises; 3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur; 3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and 3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start. 3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

  • Joint Obligations A. The University and the student share the responsibility for ensuring the quality of life within the residence halls, their maintenance, furnishings and facilities, and for a physical environment secure from fire and other hazards. The University will work with students to promote effective security of persons and property in the residence halls.

  • ▇▇▇▇▇ OBLIGATIONS A ▇▇▇▇▇▇▇'s acceptance of funds directly under the Grant or indirectly through a subaward acts as acceptance of the authority of the State, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. In accordance with the legislative audit committee, DFPS can request any documentation, at any time, to be sent to DFPS to a location DFPS chooses. Examples of documentation that DFPS may request include, but are not limited to: 1. Participant files in their entirety. This includes, but is not limited to: a. Progress notes. b. Action plans. c. Registration forms. d. Surveys. e. Sign-in sheets. f. Monthly tracking forms.

  • Swap Obligations Neither the Company nor any of its Subsidiaries has incurred any outstanding obligations under any Swap Contracts, other than Permitted Swap Obligations. The Company has undertaken its own independent assessment of its consolidated assets, liabilities and commitments and has considered appropriate means of mitigating and managing risks associated with such matters and has not relied on any swap counterparty or any Affiliate of any swap counterparty in determining whether to enter into any Swap Contract.