Additional Obligations. The Company will use its best efforts to (a) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or blue sky laws of such jurisdictions as each Investor who holds (or has the right to hold) Registrable Securities being offered reasonably requests, (b) prepare and file in those jurisdictions any amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain their effectiveness during the Registration Period, (c) take any other actions necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (d) take any other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions. Notwithstanding the foregoing, the Company is not required, in connection such obligations, to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.4, (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause material expense or burden to the Company, or (v) make any change in its charter or bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders.
Additional Obligations. (a) The Company shall:
(i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents;
(ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer;
(iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky”...
Additional Obligations. It is expressly understood and agreed that (i) if any insurance required hereunder, or any part thereof, shall expire, be withdrawn, become void by breach of any condition thereof by Lessee, or become void or in jeopardy by reason of the failure or impairment of the capital of any insurer, Lessee shall immediately obtain new or additional insurance reasonably satisfactory to Lessor and any Lender designated by Lessor; (ii) the minimum limits of insurance coverage set forth in this Section 6.03 shall not limit the liability of Lessee for its acts or omissions as provided in this Lease; (iii) Lessee shall procure policies for all insurance for periods of not less than one year and shall provide to Lessor and any servicer or Lender of Lessor certificates of insurance or, upon Lessor’s request, a redacted copy of insurance policies evidencing that insurance satisfying the requirements of this Lease is in effect at all times; (iv) Lessee shall pay as they become due all premiums for the insurance required by this Section 6.03; (v) in the event that Lessee fails to comply with any of the requirements set forth in this Section 6.03, within ten (10) Business Days of the giving of written notice by Lessor to Lessee, (A) Lessor shall be entitled to procure such insurance; and (B) any sums expended by Lessor in procuring such insurance shall be Additional Rental and shall be repaid by Lessee, together with interest thereon at the Default Rate, from the time of payment by Lessor until fully paid by Lessee within fifteen (15) days of written demand therefor by Lessor; and (vi) Lessee shall maintain all insurance policies required in this Section 6.03 not to be cancelled, invalidated or suspended on account of the conduct of Lessee, its officers, directors, managers, members, employees or agents, or anyone acting for Lessee or any subtenant or other occupant of the Property, and shall comply with all policy conditions and warranties at all times to avoid a forfeiture of all or a part of any insurance payment.
Additional Obligations. Measure 6a Is the school complying with all other obligations?
1. The ESP agreement shall be subject to, and shall incorporate by reference, the terms and conditions of the School's Contract.
2. The term of the ESP agreement shall not exceed the term of the School's Contract.
3. No provision of the ESP agreement shall interfere with the School's governing board’s duty to exercise its statutory, contractual and fiduciary responsibilities governing the operation of the School. No provision of the ESP agreement shall prohibit the School's governing board from acting as an independent, self-governing public body, or allow decisions to be made other than in compliance with Ch. 302D, HRS.
4. The ESP agreement shall require the ESP to defend, indemnify and hold harmless the State of Hawaii, the Commission and the School, and their officers, employees and agents from and against all liability, loss, damage, cost and expense, including all attorneys' fees, and all claims, suits and demands therefore, arising out of or resulting from the acts or omissions of the ESP or the ESP's employees, officers, agents or subcontractors under the ESP agreement. The ESP agreement shall not require the School to defend, indemnify or hold harmless the ESP. The ESP agreement shall contain insurance and indemnification provisions outlining the coverage the ESP will obtain.
5. The ESP agreement shall describe the specific services for which the ESP is responsible and shall clearly delineate the respective roles and responsibilities of the ESP and the School in the management and operation of the School, including development, approval and oversight of the School's budget; development, approval and oversight of the School's curriculum; and oversight of the ESP's services.
6. The ESP agreement shall expressly provide that the School retains, at all times, ultimate responsibility for the School's budget and curriculum.
Additional Obligations a. ESE shall not create or maintain data which are derivative of Confidential Customer Utility Information except for the purpose of performing its obligations under this Agreement, as authorized by the UBP or UBP DERS, or as expressly authorized by the customer, unless that use violates Federal, State, and local laws, tariffs, rules, and regulations. For purposes of this Agreement, the following shall not be considered Confidential Customer Utility Information or a derivative thereof: (i) any customer contracts, customer invoices, or any other documents created by ESE that reference estimated or actual measured customer usage information, which ESE needs to maintain for any tax, financial reporting or other legitimate business purposes consistent with the UBP or UBP DERS; and (ii) Data collected by ESE from customers through its website or other interactions based on those customers’ interest in receiving information from or otherwise engaging with ESE or its partners.
b. ESE shall comply with all applicable privacy and security laws to which it is subject, including without limitation all applicable Data Protection Requirements and not, by act or omission, place Utility in violation of any privacy or security law known by ESE to be applicable to Utility.
c. ESE shall have in place appropriate and reasonable processes and systems, including an Information Security Program, defined as having completed an accepted Attestation as reasonably determined by the Utility in its discretion, to protect the security of Confidential Customer Utility Information and protect against a Data Security Incident, including, without limitation, a breach resulting from or arising out of ESE’s internal use, processing, or other transmission of Confidential Customer Utility Information, whether between or among ESE’s Third-Party Representatives, subsidiaries and affiliates or any other person or entity acting on behalf of ESE, including without limitation Third-Party Representatives. The Utility’s determination is subject to the dispute resolution process under the UBP or UBP DERS.
d. ESE and Utility shall safely secure or encrypt during storage and encrypt during transmission all Confidential Information, except that no encryption in transit is required for email communications.
e. ESE shall establish policies and procedures to provide reasonable and prompt assistance to Utility in responding to any and all requests, complaints, or other communications received from any indivi...
Additional Obligations. Without implication that the contrary would otherwise be true, Executive’s obligations under Section 7, Section 8 and Section 9 are in addition to, and not in limitation of, any obligations that Executive may have under applicable law (including any law regarding trade secrets, duty of loyalty, fiduciary duty, unfair competition, unjust enrichment, slander, libel, conversion, misappropriation and fraud).
Additional Obligations. It shall be Intermediary's obligation to make any required notification(s) to its Contractholders of the provisions of this Amendment and Intermediary agrees to do so. Intermediary also agrees to provide point of sale disclosure documents to its Contractholders consistent with applicable legal requirements as in effect from time to time.
Additional Obligations. The Tenant must: keep food or waste food or the remains of meats in secure and hygienic containers or compartments so that no rats, pests or vermin are attracted to the Building, the Estate or any adjoining premises; and take reasonable steps to prevent rats, pests or other vermin from entering into the drains within the Building, the Estate or any adjoining premises. The Tenant must store all waste cooking oil in securely fastened and clearly labelled containers within the Premises and must arrange for it to be removed from the Premises on a regular basis. The Tenant must arrange for the collection of all litter (including food wrappings, remains of meals or other food and glasses, crockery and eating materials) left outside and in the vicinity of the Premises by customers of the business carried on at the Premises. [The Tenant must display at all times outside the Premises an up-to-date menu and price list in a form suitable for display outside a high class restaurant and keep the menu lit and in a position easily viewable by persons passing the Premises.] [The Tenant must not make substantial changes to the form of menu attached to this Lease without the consent of the Landlord and must keep the full range of items on that menu offered for sale at all times.] The Tenant must install grease traps of a size, quality and number that are appropriate to the Premises so that all wet refuse can be disposed of through the Conducting Media serving the Premises without grease and oil entering them. The Tenant must keep the Kitchen Extract Duct, the Kitchen Extract Fan and any grease traps in good and substantial repair and condition and properly maintained and cleaned and, where relevant, emptied using such specialist contractors charging reasonable commercial rates as the Landlord may from time to time specify. The Landlord may, at its option, carry out the maintenance, repair, cleaning and, where relevant, emptying of the Kitchen Extract Duct and the Kitchen Extract Fan and grease traps as is required by the Landlord or its insurers at the cost of the Tenant. The Tenant must pay the costs incurred by the Landlord in carrying out any periodic inspection of the Kitchen Extract Duct, the Kitchen Extract Fan and any grease traps installed pursuant to paragraph 2.5 that is required by the Landlord or its insurers. The Tenant must pay to the Landlord the increased costs (or, if those increased costs relate to the Premises and other Lettable Units used for catering pu...
Additional Obligations i. Except as provided in subparagraph 11(e) below, Developer shall be responsible for the repair/maintenance of the all Improvements within the Project, at no cost to the Township, until such time as the Association is formed and the appropriate Declaration of Restrictions and/or Master Deed has been recorded, which sets forth the rights, powers, privileges, responsibilities and duties so assigned and conveyed, and which makes the Association responsible for the repair/maintenance of the Improvements. At that time the Association shall become responsible for the same and Developer shall no longer be so responsible.
ii. To the extent necessary to permit the Township to perform any right granted to or obligation assumed by the Township pursuant to this Agreement, including without limitation the right to complete and/or maintain the Improvements in the event Developer, the property owner or the Association fail to do so as required by this Agreement, Developer hereby grants and conveys to the Township a right and easement over the common areas and open spaces of the Project and other elements necessary to provide for maintenance, operation and repair of Improvements, and Developer hereby covenants for itself, its successors, heirs and assigns, that the Township shall have a continuing right to enter onto the Project and the Property for the foregoing purposes in connection with the Improvements incorporated into the Project. Developer shall provide individual easements in recordable form for each infrastructure component of the Improvements.
iii. The Improvements as constructed shall not be altered in any material way The repair and maintenance of the Improvements shall not be deemed a material alteration.
iv. Easements for the repair/maintenance of the Improvements are acknowledged and reserved as shown on the approved final utility plan. No structure, landscaping, planting, fill or other material shall be placed which may interfere with, impede, obstruct or change the direction of the water flow within the easements for the System, Project drainage areas, and utility easement areas, or which otherwise interferes with the use and maintenance of the Improvements. The repair/maintenance of all of the aforementioned easement areas shall be the responsibility of and enforced by Developer until formation of the Association, at which time the Association shall be responsible for the same and the Developer shall no longer be so responsible.
v. In the event the Tow...
