Additional Obligations of the Parties Sample Clauses

Additional Obligations of the Parties. (a) With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the Commission that may at any time permit the Investors to sell the Registrable Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Investors' Registrable Shares may be resold within a given three-month period pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Investors' Registrable Shares shall have been resold and (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act. (b) If the Company has delivered preliminary or final prospectuses to the Investors and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Investors and, if requested, the Investors shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide the Investors with revised prospectuses and, following receipt of the revised prospectuses, the Investors shall be free to resume making offers of the Registrable Shares. (c) In the event that, in the judgment of the Company, it is advisable to suspend use of a prospectus included in the Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall notify all Investors to such effect, and, upon receipt of such notice, each Investor shall immediately discontinue any sales of Registrable Shares pursuant to the Registration Statement until such Investor has received copies of a supplemented or amended prospectus or until such Investor is advised in writing by the Company that the then current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. Notwithstanding anything to the contrary herein, the Company shall not exercise its rights under this Section 7.2(c) to suspend sales of Registrable Shares for a period in excess of 90 days in any 365-day period. (d) Each Inve...

Additional Obligations of the Parties. 10.1 Plaintiffs, BBUSA and their respective counsel each represents and warrants that, as applicable: 10.1.1 Plaintiffs, Class Counsel and BBUSA have not been notified of any pending lawsuit, claim or legal action relating to the Products other than the Class Action; 10.1.2 Plaintiffs, Class Counsel and BBUSA have not been notified of any lawsuit, claim or legal action against BBUSA relating to the labeling of the Products brought or made by or on behalf of any person and/or entity who is not a Class Member; 10.1.3 Class Counsel and BBUSA have exercised all reasonable due diligence in ascertaining that their representations in this Settlement Agreement are true and accurate and that Class Counsel and BBUSA shall have, until the Settlement Effective Date, a continuing obligation to ensure that their representations are accurate; 10.1.4 Class Counsel and BBUSA shall notify each other within a reasonable time after learning that any of the representations in this Settlement Agreement are or become inaccurate. 10.2 Class Counsel further covenants, represents and warrants to BBUSA that: 10.2.1 Prior to the Final Approval Hearing, Class Counsel shall have explained to Plaintiffs the terms and effect of this Settlement Agreement; 10.2.2 Class Counsel has not made and will not make any undisclosed payment or promise to Plaintiffs or any other class representative; 10.2.3 Class Counsel has read and reviewed the Settlement Agreement and believes that the settlement embodied therein is in the best interests of each of its clients; 10.2.4 Class Counsel will strongly recommend to Plaintiffs that they settle their claims under the terms of the Settlement Agreement; and 10.2.5 Plaintiffs as the named plaintiffs have full authority to enter into and execute this Settlement Agreement and all related documents for, and on behalf of and to bind, themselves. 10.3 The Parties shall use their best efforts to conclude the Settlement Agreement and obtain the Final Judgment and Order. The Parties agree that it is essential that the Settlement Agreement be prosecuted to a successful conclusion in accordance with all applicable provisions of law and in the exercise of good faith on the part of the Parties. Inherent in accomplishing this mutual goal is the understanding that the Parties assume mutual obligations to each other to assist and cooperate in the effectuation of the Settlement Agreement in accordance with its terms and all applicable legal requirements. To that end, the Par...

Additional Obligations of the Parties. 4.1 The Parties represent to each other the absence of any pending or threatened litigation; proceeding or investigation that challenges or seeks to restrain or prohibit the transactions contemplated herein or shall obtain other relief in connection therewith.

Additional Obligations of the Parties a. As of the date of this Amendment, no sewers exist along the proposed PCW Transmission Lines. In addition to its obligations in the HCA, PCW agrees to provide the Town of Barnstable with compensation for increased sewer- construction costs associated with the Second Project in the amount of Two Million and Four Hundred Thousand dollars ($2,400,000). PCW will make such payment to the Town within thirty (30) days after the financial closing date of the Second Project, which shall mean for purposes of this Agreement, the closing of the construction financing for the Second Project by one or more institutional lenders which is anticipated to occur within one (1) year after the bid award. b. The Town of Barnstable affirms that the aforementioned payment provided will be for the entirety of the sewer-construction costs along the proposed PCW Transmission Lines route, consisting of: (a) Craigville Beach Road north of Craigville Beach, (b) the Four Seas Intersection, (c) Main Street and Old Stage Road in the Centerville Village Center, (d) the Old Stage Road and Route 28 intersection, (e) Old Stage Road and Shootflying Hill Road north of Route 28. c. PCW shall provide Five Million and Five Hundred Thousand dollars ($5,500,000) to the Town of Barnstable to improve roadways and sidewalks along the public ways under which PCW proposes to install Transmission Lines. This amount shall be paid to the Town on or before PCW commences construction of the Second Project as evidenced by PCW submitting an application to the Town for a road opening/trench permit. d. Subject to acceptance by the Superintendent of the Barnstable Public Schools, PCW shall make a donation of not less than Five Hundred Thousand dollars ($500,000) to the Barnstable Public Schools, to support the programming of Barnstable High School’s Environmental Science and Technology Lab. This donation shall be made within three (3) years after the financial close date of the Second Project. With the approval of the Barnstable School Committee, the Superintendent may also divert the funding for other similar uses at their sole discretion. PCW’s compliance with this provision is contingent on the Barnstable Public Schools’ acceptance of the proposed donation. e. PCW will provide compensation for affected businesses and cultural institutions directly on its preferred project onshore route located along the Second Project route in accordance with the process specified in Exhibit D. f. PCW and the Town acknowledge...

Additional Obligations of the Parties. 7.1 The Parties shall, in good faith, commit to achieve the minority and women owned business subcontracting goals as set forth within the Contract. The Parties also agree to comply with the MWBE Program guidance, rules and regulations. 7.2 Each Party shall use good faith efforts to provide and make available its expertise, technical resources, and information to effectuate the intent herein and in furtherance of satisfying the Parties’ obligations to the Owner.

Additional Obligations of the Parties. The Purchase and Sale Agreement attached hereto may set forth additional obligations of the parties.

Additional Obligations of the Parties. 9.1 Performance under the Ohio State License Agreement. During the Term, Licensor shall use its best efforts to maintain in full force and effect the Ohio State License Agreement and shall perform all of its obligations thereunder. In furtherance of the foregoing and not by way of limitation, Licensor shall, among other things, timely pay all license fees and royalty payments under such agreement. Licensor shall promptly provide Licensee with copies of any and all notices or other communications to or from Licensor relating to the Ohio State

Additional Obligations of the Parties. 11.1 ev3 undertakes to: (a) carry out its duties and obligations as distributor and to sell the PRODUCTS in a manner which shall not violate relevant applicable LAWS, particularly those related to marketing of medical devices and to the communication of scientific information to medical professionals; (b) give access to INVATEC to its premises at any time during business hours to inspect the stock of the PRODUCTS upon three (3) days notice; (c) submit to INVATEC for INVATEC’s prior approval, the concept of the brochures and marketing materials related to the PRODUCTS, provided however that such approval shall be deemed granted if INVATEC raises no objection within fifteen (15) days of receipt thereof. Such approval may only be withheld due to scientific, technical, clinical and regulatory reasons or other reasons of similar importance.

Additional Obligations of the Parties. 1. CVI will perform the following services as a licensed distributor of Coin Xxxx: (a) CVI will actively promote and sell the Products within the Territory, and provide installation service when and if required in connection with its sale of the Products. (b) CVI will support Coin Bill's warranty program (currently one year for parts and labor), and at a repair and service facility ("Repair Facility"), designated by CVI and approved by Coin Xxxx, in the Territory. The Repair Facility shall provide free repairs and replacements for Products that fail to perform as warranted within the warranty period. (c) CVI will also provide repair and parts replacement service at its Repair Facility for Products no longer covered by the Coin Xxxx warranty, and charge for the labor and parts used in accordance with Article VII. (d) CVI will maintain at its Repair Facility, a stock of spare parts in amounts recommended by Coin Xxxx to meet its warranty and non-warranty service obligations hereunder. (e) CVI will use reasonable efforts to achieve its goals in advertising and promoting its Products in the Territory in accordance with an advertising budget to be agreed to by the parties hereto, and in consideration of a standard or level recommended by Coin Xxxx. (f) CVI will provide training for its customers in the use and maintenance of the Products. (g) CVI shall furnish to Coin Xxxx with 15 days after the expiration the period ending three months from the date hereof, and within 15 days after the expiration of each successive three month period, details on the sale by it, of Products during each such three month period with a separate accounting of the sales by CVI of Products shipped to it on consignment. Coin Xxxx shall have the right, upon reasonable notice to CVI, to review CVI's books and records in order to verify the sales figures reported by CVI. 2. Coin Xxxx shall have the following responsibilities: (a) Coin Xxxx will sell Products to CVI on the terms and at prices set forth herein, or in the schedules referred to herein as such terms and schedules may be amended from time to time. (b) Coin Xxxx will supply the Repair Facility, at Coin Bill's expense, with the necessary tools and equipment to enable such facility to provide the repair services which CVI is obligated to perform under this Agreement. Such tools and equipment shall remain the property of Coin Xxxx. CVI and the Repair Facility shall maintain such tools and equipment in good order and repair, and sh...

Additional Obligations of the Parties. In connection with the settlement of the Indemnification Obligations, the parties further agree to the following: (a) Indemnitor will resign his position as a member on the Boards of Directors of OSG and each of its subsidiaries (the "Boards"), including PLI. Such resignation shall be effective immediately following the execution of this Agreement by Indemnitor, and Indemnitor shall no longer be entitled to receive any fees associated with his membership on the Boards. (b) Indemnitor acknowledges and agrees that, except as specifically stated otherwise in this Agreement, the remaining Common Shares beneficially owned by him shall remain subject to the Stockholder Agreement, as the same may be amended or revised, in all respects, including the provisions of Sections 1 and 6 regarding the transfer of the Common Shares. (c) Notwithstanding the foregoing, OSG shall continue to provide Indemnitor with the same group health benefits that he presently receives, or is entitled to receive, on behalf of himself and his spouse, as a member of the Boards, through August 1, 2001.