BBY Assurance Sample Clauses

BBY Assurance. (a) BBY unconditionally and irrevocably guarantees to CPW as a continuing obligation the due and punctual performance by each of the BBY Shareholders of all of their obligations under or pursuant to this deed (the "BBY Guaranteed Obligations"). (b) BBY agrees to indemnify CPW and CPW's Group against all reasonable losses, reasonable damages, reasonable costs and reasonable expenses (including reasonable legal costs and expenses) which CPW or CPW's Group may suffer or incur as a result of any failure by BBY to satisfy the guarantee under clause 2.3(a). (c) BBY shall not in any way or to any extent be released from its obligations under this guarantee by reason of: (i) any time or other indulgence, waiver, release or discharge granted by CPW or any member of CPW's Group to BBY or to any third party; (ii) the acceptance of any compensation from or the making of any arrangement with any of the BBY Shareholders or any third party; or (iii) any circumstances or any provision or rule of law whether statutory or otherwise affecting or preventing recovery from any of the BBY Shareholders of any sum due or rendering any debt, obligation or liability of any of the BBY Shareholders void or unenforceable, and which, but for this clause, might operate to exonerate or discharge BBY from its obligations to CPW and/or CPW's Group under this guarantee and this guarantee shall continue in force until the BBY Shareholders or BBY on their behalf have fully performed and discharged all of the BBY Guaranteed Obligations. (d) Any settlement or discharge between CPW and/or CPW's Group and any of the BBY Shareholders shall be subject to the condition that no security or payment to CPW and/or CPW's Group by BBY or any third party shall be avoided or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being and from time to time in force. (e) Without prejudice to the rights of CPW and/or CPW's Group against BBY as principal debtor, BBY shall as between CPW and/or CPW's Group be deemed principal debtor and obligor in respect of the BBY Guaranteed Obligations and not merely a surety and accordingly it shall not be necessary for CPW and/or CPW's Group before seeking to enforce this guarantee to seek to enforce any security or lien it may hold from any of the BBY Shareholders or any third party or otherwise to take any steps or proceedings against BBY.
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Related to BBY Assurance

  • Quality Assurance The parties endorse the underlying principles of the Company’s Quality Management System, which seeks to ensure that its services are provided in a manner which best conforms to the requirements of the contract with its customer. This requires the Company to establish and maintain, implement, train and continuously improve its procedures and processes, and the employees to follow the procedures, document their compliance and participate in the improvement process. In particular, this will require employees to regularly and reliably fill out documentation and checklists to signify that work has been carried out in accordance with the customer’s specific requirements. Where necessary, training will be provided in these activities.

  • INFORMATION ASSURANCE (a) Information provided by LOCKHEED XXXXXX to SELLER remains the property of LOCKHEED XXXXXX. SELLER shall comply with the terms of any proprietary information agreement with LOCKHEED XXXXXX and comply with all proprietary information markings and restrictive legends applied by LOCKHEED XXXXXX to anything provided hereunder to SELLER. SELLER shall not use any LOCKHEED XXXXXX provided information for any purpose except to perform this Contract and shall not disclose such information to third parties without the prior written consent of LOCKHEED XXXXXX. SELLER shall maintain data protection processes and systems sufficient to adequately protect LOCKHEED XXXXXX provided information and comply with any law or regulation applicable to such information. (b) If SELLER becomes aware of any compromise of information used in the performance of this Contract or provided by LOCKHEED XXXXXX to SELLER, its officers, employees, agents, suppliers, or subcontractors (an “Incident”), SELLER shall take appropriate immediate actions to investigate and contain the Incident and any associated risks, including notification within seventy-two (72) hours to LOCKHEED XXXXXX after learning of the Incident. As used in this clause, “compromise” means that information has been exposed to unauthorized access, inadvertent disclosure, known misuse, loss, destruction, or alteration other than as required to perform the Work. SELLER shall provide reasonable cooperation to LOCKHEED XXXXXX in conducting any investigation regarding the nature and scope of any Incident. Any costs incurred in investigating or remedying Incidents shall be borne by SELLER. (c) Any LOCKHEED XXXXXX provided information identified as proprietary or subject to restrictions on public disclosure by law or regulation shall be encrypted (i) if transmitted via the Internet, or (ii) during electronic storage if potentially accessible by the Internet or otherwise by non-authorized users. (d) The provisions set forth above are in addition to and do not alter, change or supersede any obligations contained in a proprietary information agreement between the parties.

  • Quality Assurance Requirements There are no special Quality Assurance requirements under this Agreement.

  • Financial Assurance The Lessee must provide and maintain at all times a surety bond(s) or other form(s) of financial assurance approved by the Lessor in the amount specified in Addendum “B.” As required by the applicable regulations in 30 CFR Part 585, if, at any time during the term of this lease, the Lessor requires additional financial assurance, then the Lessee must furnish the additional financial assurance required by the Lessor in a form acceptable to the Lessor within 90 days after receipt of the Lessor’s notice of such adjustment.

  • Quality Assurance Program An employee shall be entitled to leave of absence without loss of earnings from her or his regularly scheduled working hours for the purpose of writing examinations required by the College of Nurses of Ontario arising out of the Quality Assurance Program.

  • RIGHT TO ASSURANCE Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract.

  • General Assurances In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that: The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI and other Non-discrimination requirements (The Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these non-discrimination statutes and requirements to include all programs and activities of the Recipient, so long as any portion of the program is Federally assisted.

  • Performance Assurance Seller agrees to deliver to Buyer Performance Assurance in a form acceptable to Buyer to secure its obligations under this Agreement, which Performance Assurance Seller shall maintain in full force and effect for the period posted with Buyer, as follows:

  • COUNTY’S QUALITY ASSURANCE PLAN The County or its agent will evaluate the Contractor’s performance under this Contract on not less than an annual basis. Such evaluation will include assessing the Contractor’s compliance with all Contract terms and conditions and performance standards. Contractor deficiencies which the County determines are severe or continuing and that may place performance of the Contract in jeopardy if not corrected will be reported to the Board of Supervisors. The report will include improvement/corrective action measures taken by the County and the Contractor. If improvement does not occur consistent with the corrective action measures, the County may terminate this Contract or impose other penalties as specified in this Contract.

  • Financial Assurances The following financial assurances are applicable to all grant funds unless the Targeted Grant requirements specifically state the contrary: 1. Separate accountability for the receipt and expenditure of all grant funds under the Contract is maintained for each grant from which the Grantee receives funds. 2. Expenditures reported to the Department are in agreement with the Grantee's accounting records and audited expenditures in each budget category. 3. Expenditures are made in accordance with the Expenditure Guidelines contained in Appendix I of this document and are supported by written documentation. 4. Salary expenditures under each grant are verified and supported by appropriate documentation for hours worked, activities performed, and leave taken. Employees whose salaries are funded 100% out of state funds shall be dedicated to juvenile justice programs and services only. 5. All travel expenses are supported by daily documentation of the individual traveling. The Grantee shall document date, destination, times, mileage or odometer readings, and related travel activities. 6. Travel reimbursements paid with the grant funds, including travel allowances paid in lieu of mileage, are paid according to county policy and do not exceed travel reimbursement rates adopted by the county or p xx xxxx, lodging, and travel reimbursement rates established by the State of Texas in the General Appropriations Act. 7. The grant funds used for residential expenditures are paid for placement of a juvenile in a pre-adjudication detention secure facility, a short-term secure detention facility, a post-adjudication secure correctional facility, or a non-secure correctional facility, operated by or under the authority of the Grantee or another governmental entity. 8. The grant funds used for residential child-care facilities and out-of-state residential placement facilities do not exceed the Health and Human Services Commission’s Levels of Care Rates [TJJD-IVE-200]. This financial assurance does not apply to facilities that are registered with the Department. 9. The grant funds used for Department-registered facilities dodo not exceed the Tier Level of Care Rates for Registered Facilities [TJJD-FIS-175]. 10. The grant funds are not expended for the purchase of equipment, renovation, or construction unless explicitly authorized by the Department within any Targeted Grant requirements. An item is equipment if county policy requires it to be capitalized or, if the county has no policy, it has a useful life of more than one year and a cost of more than $8,000.00. 11. Authorized capital purchases are capitalized and depreciated within the county accounting system. 12. Proper cut-off procedures are observed at the end of each fiscal period. Obligations of the fiscal period under review are not paid from funds of a subsequent fiscal period. Obligations of a subsequent fiscal period are not prepaid from funds of a fiscal period under review. A modified accrual basis of accounting is only used in preparing fourth quarter expenditure reports to the Department. 13. Refunds and reimbursements are properly accounted for as reductions of expenditures rather than as increases in revenues. 14. Any funds not expended under the terms of each grant were/are returned to the Department according to the Unexpended Balances and Refunds Due provisions contained in Subsections VIII (D) (2) and VIII (D) (4), respectively. 15. The amount of local or county funds expended, excluding construction and/or renovation for juvenile services, is at least equal to or greater than the amount spent in the 1994 county fiscal year. 16. All employees with access to monies are covered by surety bonds. 17. All county and state transactional funds, revenues, and expenses are separated. 18. Idle funds are invested in an account that provides a reasonable interest rate and provides necessary protection of principal. Interest on grant funds is credited to the account of the juvenile probation department for the provision of juvenile probation services and juvenile justice programs.

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