Additional Obligations of Consultant Sample Clauses

Additional Obligations of Consultant. You agree to the following:
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Additional Obligations of Consultant a. Consultant will supply all tools and instrumentalities required to perform the services under this Agreement. Consultant is not required to purchase or rent any tools, equipment or services from Client.
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Additional Obligations of Consultant. The Consultant agrees not to disclose to representatives of Genzyme any information which is secret or confidential information belonging to a third party or with respect to which the Consultant is under an obligation to a third party not to disclose. Similarly, if during the term of this Agreement, the Consultant discloses any ideas to Genzyme which were conceived prior to the term of this Agreement or are outside the scope of the consultancy under this Agreement, Genzyme shall have no liability to the Consultant because of his use of such ideas, except that this shall not be construed as a license under any valid patent now or hereafter issued thereon. The Consultant has not brought and will not bring to Genzyme or use in the performance of this Agreement any materials or documents of any current or former employer which are not generally available to the public, unless the Consultant shall have obtained written authorization from such employer for the possession and use of such materials or documents.
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Additional Obligations of Consultant. Section 5.1.
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Additional Obligations of Consultant. Consultant agrees that, in connection with its investor relations services to the Company, Consultant will not make any payment in cash or in kind to any third party as an inducement to such party to engage in activities which could be deemed to constitute market manipulation or other improper practice, such as recommending third party activities with the Company without disclosure of Consultant's engagement as a consultant for the Company or Consultant's financial interest in the Company. Consultant will indemnify the Company from all claims, liability, costs or other expenses (including reasonable attorneys' fees) incurred by the Company as a result of any inaccurate information concerning the Company released by Consultant, if such information was not "Approved Information" (as defined below). Notwithstanding anything to the contrary contained in this Agreement, Consultant agrees that it shall not release any communication (whether by e-mail, press release or otherwise) to third parties in connection with the performance of its duties hereunder unless and until the form and content of such communication has been approved in writing by the President and Chief Financial Officer (such communication, as so approved is referred to herein as "Approved Information"). Consultant further agrees that any written communication shall contain standard cautionary language in a form to be provided by the Company.
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Additional Obligations of Consultant. If IMF determines that the qualifications or performance standards of Consultant or its personnel are insufficient for satisfactory completion of the Services, then IMF may either (i) terminate the Agreement or the applicable Statement of Work; or (ii) require Consultant to replace any personnel and/or re-perform the Services at no additional charge. Consultant shall ensure that Deliverables will comply with the applicable acceptance criteria and that the Services will comply with the requirements and specifications set forth herein and any applicable SOW. Consultant is hereby given notice that IMF will be relying on the accuracy, competence and completeness of Consultant's Services hereunder. In the event of a breach of the foregoing warranty, Consultant shall re-perform the Services and re-deliver the Deliverables at no additional charge until the foregoing warranty is met, provided that after two (2) failed attempts, IMF shall have the right to terminate the applicable Statement of Work or portion thereof relating to the defective services and receive a refund of any fees and expenses incurred associated with such defective services. If no requirements or specifications for the work product and Deliverables are set forth in the Statement of Work, then IMF may accept or reject the work product and Deliverables in its sole discretion. Consultant agrees it will not use the IMF brand, trademark, logo, or name in any Contractor (or other third party) marketing or sales materials without the express written approval of IMF. Consultant represents and warrants that it shall not disparage IMF, its employees or other personnel, or any IMF entity. Consultant represents and warrants that it is not currently, and has not for a period of five (5) years preceding the Effective Date hereof, engaged in any litigation/arbitration involving allegations of unauthorized accessing and sharing of a customer’s data or confidential information. Consultant shall immediately inform IMF of any such litigation or arbitration occurring within such five (5) year window or during the Term of this Agreement. Limitation of Liability IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES IN CONNECTION WITH THE SOFTWARE, SOLUTION, SERVICES, OR THE PERFORMANCE OR NONPERFORMANCE OF SERVICES OR ANY STATEMENT OF WORK, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF S...
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Additional Obligations of Consultant 
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Related to Additional Obligations of Consultant

  • Additional Obligations of the Company The Company shall:

  • 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 Obligation Each replacement Note issued under Section 2.7(a) will be an original additional contractual obligation of the Issuer and have the benefits of this Indenture equally and proportionately with other Notes of the same Class duly issued under this Indenture.

  • Additional Obligations of Guarantor It shall constitute a Default of the Lessee under this Lease if any such Guarantor fails or refuses, upon reasonable request by Lessor to give: (a) evidence of the due execution of the guaranty called for by this Lease, including the authority of the Guarantor (and of the party signing on Guarantor's behalf) to obligate such Guarantor on said guaranty, and resolution of its board of directors authorizing the making of such guaranty, together with a certificate of incumbency showing the signatures of the persons authorized to sign on its behalf, (b) current financial statements of Guarantor as may from time to time be requested by Lessor, (c) a Tenancy Statement, or (d) written confirmation that the guaranty is still in effect.

  • No Additional Obligations For clarity, this Agreement shall not obligate either Party to disclose to the other Party, or maintain, register, monitor, prosecute, pay for or offer to pay for (including by offering remuneration to any inventors), defend, enforce or otherwise manage any Intellectual Property, except to the extent expressly set forth herein.

  • Unconditional Obligations This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

  • Unconditional Obligation The obligations of the Company to make the Loan Payments, the Additional Payments and the other payments required by Section 4.2 hereof and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall be binding and enforceable in all circumstances whatsoever, irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the Authority, and during the term of this Agreement, the Company shall pay all payments required to be made on account of this Agreement (which payments shall be net of any other obligations of the Company) as prescribed in Section 4.2 and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession of the Project or any part thereof. Until such time as the principal of, premium, if any, and interest on, the Bonds shall have been fully paid, or provision for the payment thereof shall have been made as required by the Indenture, the Company (i) will not suspend or discontinue any payments provided for in Section 4.2; (ii) will perform and observe all of its other covenants contained in this Agreement; and (iii) except as provided in Article VIII hereof, will not terminate this Agreement for any cause, including, without limitation, the occurrence of any act or circumstances that may constitute failure of consideration, destruction of or damage to all or a portion of those facilities or equipment comprising the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either of these, or any failure of the Authority or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement or the Indenture, except to the extent permitted by this Agreement.

  • Obligations of the Employee Except on behalf of the Employer, the Employee agrees (a) to hold Company Information in strictest confidence, and (b) not to use, duplicate, reproduce, distribute, disclose or otherwise disseminate Company Information or any physical embodiments thereof and may in no event take any action causing or fail to take any action necessary in order to prevent any Company Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret. In the event that the Employee is required by law to disclose any Company Information, the Employee will not make such disclosure unless (and then only to the extent that) such disclosure is required by law and then only after prior written notice is given to the Employer when the Employee becomes aware that such disclosure has been requested and is required by law. This Section 5 will survive the termination of this Agreement with respect to Confidential Information for so long as it remains Confidential Information, but for no longer than three (3) years following termination of this Agreement, and this Section 5 will survive termination of this Agreement with respect to Trade Secrets for so long as is permitted by the then-current Maryland Trade Secrets Act.

  • Modifications of Terms of Senior Indebtedness Any renewal or extension of the time of payment of any Senior Indebtedness or the exercise by the holders of Senior Indebtedness of any of their rights under any instrument creating or evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder, may be made or done all without notice to or assent from the Holders of the Securities or the Trustee. No compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver, consent or other action in respect of, any liability or obligation under or in respect of, or of any of the terms, covenants or conditions of any indenture or other instrument under which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not such release is in accordance with the provisions of any applicable document, shall in any way alter or affect any of the provisions of this Article Sixteen or of the Securities relating to the subordination thereof.

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