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. 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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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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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.

  • 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.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Independent Obligations The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Capital Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 4.3 hereof.

  • Joint Obligation If there be more than one Tenant the obligations hereunder imposed upon Tenants shall be joint and several.

  • Trust Obligations No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Depositor, the Administrator, the Servicer, the Eligible Lender Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Eligible Lender Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Eligible Lender Trustee in its individual capacity, any holder or owner of a beneficial interest in the Issuer, the Eligible Lender Trustee or the Indenture Trustee or of any successor or assign thereof in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Eligible Lender Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

  • Hedging Obligations The Borrower shall not and shall not permit any of its Subsidiaries to enter into any interest rate, commodity or foreign currency exchange, swap, collar, cap or similar agreements evidencing Hedging Obligations, other than interest rate, foreign currency or commodity exchange, swap, collar, cap or similar agreements entered into by the Borrower or a Subsidiary pursuant to which the Borrower or such Subsidiary has hedged its actual interest rate, foreign currency or commodity exposure.

  • Exit Obligations Upon (a) voluntary or involuntary termination of the Executive’s employment or (b) the Company’s request at any time during the Executive’s employment, the Executive shall (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, email messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives, and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with the Executive’s employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations, and media in the Executive’s possession or control.

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