Our Obligations Some obligations placed on us under this contract may be carried out by another person. If an obligation is placed on us to do something under this contract, then: (a) we are taken to have complied with the obligation if another person does it on our behalf; and (b) if the obligation is not complied with, we are still liable to you for the failure to comply with this contract.
Your Obligations You will: (a) at all times throughout the duration of the terms of this Exhibit ensure that all publicity, signage, and/or promotional material you issue, or have issued on your behalf, in respect of or in connection with the EMV PSP Service complies in all respects with the Codes of Practice and includes information which will enable the Service User to ascertain prior to use the charge which is payable for the purchase of the Offering. You will not in any publicity or other promotional activity state or imply any approval by NCR Voyix or its third-party suppliers of the Offering in any way without the prior written approval of a duly authorized officer of NCR Voyix or its third-party suppliers, as applicable; (b) ensure that before you make the Offering available to the Service User all such rights, authorizations, licenses, exemptions, consents and permissions have been obtained or granted and all such requirements of law or of any other competent authority or public body have been complied with as are necessary or prudent in connection with the Offering. You will at all times throughout the duration of the terms of this Exhibit maintain in full force and effect all such rights, authorizations, licenses, consents and permissions and comply with all such requirements; (c) provide to NCR Voyix such assistance and/or information as NCR Voyix or its third- party supplier may from time to time reasonably demand in order to comply with all or any requirements and conditions at any time and from time to time imposed by applicable law or regulation with respect to the EMV PSP Service; (d) undertake not to disconnect or interfere with the operation of the Terminals or the EMV PSP Service and will use your best efforts to prevent such disconnection or interference by a third party except where explicitly agreed in writing between NCR Voyix and you; (e) report to NCR Voyix any abuse or threatened abuse or loss of the EMV PSP Service or any factors affecting the performance of the EMV PSP Service as soon as practicable after you become aware of such abuse, loss or performance factors; (f) not use the EMV PSP Service in any manner whatsoever which constitutes a violation of any applicable law or regulation or which may cause NCR Voyix or its third-party supplier to be subject to any investigation, prosecution or legal action. NCR Voyix reserves the right to terminate this Exhibit or the Agreement with immediate effect in the event that you breach this subsection (f); (g) except where otherwise agreed between the parties in writing, be responsible for the installation of the EMV PSP Service, which without limiting the foregoing, will include you setting up a Merchant Account with an approved Merchant Acquiring Bank, the linking of all Terminals to the Public System and the provision, installation and maintenance of a suitable method for delivering the Card information to the EMV PSP Service and thereafter the maintenance of all links and any costs associated with the foregoing; and acknowledge that NCR Voyix and its third-party suppliers do not have access to your Merchant Account and that it is therefore your responsibility to reconcile the payments and debits being made into your Merchant Account with the Transactions and/or Refunds processed by the EMV PSP Service in connection with the Service. In the event that you identify a discrepancy you must notify NCR Voyix as soon as reasonably practical. NCR Voyix and its third-party suppliers will have no liability for discrepancies which have occurred more than 14 days prior to the date any such problem is notified to them.
Seller’s Obligations 1.1 On Closing, the Sellers shall deliver, procure the delivery of, or make available to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Company: (i) approving the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;
HIRER’S OBLIGATIONS 10.1 The Hirer must comply with and shall procure that its officers, agents, employees and Delegates comply with: (a) all applicable laws, statutes and regulations from time to time in force in relation to the hire and use of the Facilities and attendance at the Venue; (b) any health and safety regulations, and security and other reasonable requirements that apply to the Venue and/or the Room and have been communicated to the Hirer; (c) any instructions from any member of wallacespace staff in the event of a fire or other emergency or in respect of any other security or health and safety matters. 10.2 The Hirer shall not hold itself out to be connected to wallacespace, nor, without the prior written consent of wallacespace, use the wallacespace name or logos on any promotional or other materials. 10.3 The Hirer will not affix any poster, notice, placard, sign or other item to any part of the Venue or Room nor erect any display or stand unless wallacespace’s prior written agreement has been obtained. 10.4 The Hirer will be responsible for keeping proper order and for ensuring that all Delegates behave in an appropriate manner. This includes the treatment of wallacespace staff with respect, not causing damage to the Venue or Equipment, not introducing any malicious or technologically harmful material to wallacespace’s tech systems and not using the tech systems for any unlawful purpose. wallacespace reserves the right to exclude any Delegate from the Venue who does not behave in such a manner. 10.5 Externally purchased or produced food and drink may not be brought into the Venue for consumption. In particular, other than that supplied by wallacespace, wines, spirits or other beverages are not permitted to be brought into the Venue for consumption unless prior written consent has been given by wallacespace and wallacespace’s “corkage” charges from time to time shall be added to, and payable with, the Price. 10.6 The Hirer shall indemnify wallacespace from and against all claims, demands, actions, costs, expenses, damages, penalties or proceedings arising out of or connected with any loss or theft of or damage to any property of any person at the Venue, damage to the Venue or Facilities, or any death or injury of any person at the Venue as a result of any act or omission of the Hirer or its officers, employees, agents or Delegates or any other person on the Venue with the actual or implied authority of any of them. 10.7 The Hirer shall maintain in force, with a reputable insurance company, public liability and any other insurance at an amount not less than £2,000,000 to cover the liabilities that may arise under or in connection with the Agreement and shall produce to wallacespace on request both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
City’s Obligations A. Following the execution of this Agreement, the CITY shall begin efforts to implement the activities described in Article I of this Agreement. The failure by the CITY to develop and implement the activities described in Article I of this Agreement shall constitute a breach of this Agreement. The CITY understands and agrees that, in the event termination of this Agreement by CITY, or pursuant to Article V of this Agreement, the CITY shall reimburse the IDC the full amount of money paid by the IDC to the CITY. B. In accordance with Chapter 2264 of the Texas Government Code, the CITY agrees not to knowingly employ an undocumented worker. During the term of this Agreement, the CITY shall notify the IDC of any complaint brought against CITY alleging that it has employed undocumented workers. If the CITY, or any branch, division or department of the CITY is convicted of a violation under 8 U.S.C. Section 1324a (f), the total amount of economic development grants it has received, together with interest at the rate of five percent (5%), shall be repaid by the CITY to the IDC not later than the one hundred twentieth (120th) day after the date the IDC becomes aware of and notifies the CITY of the violation. The CITY shall not be liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee, or by any person with whom the CITY contracts. The CITY shall reimburse the IDC the required amount within thirty (30) days of the termination of this Agreement. The CITY further certifies that CITY is following Texas Government Code Chapter 2252 (foreign terrorist organizations prohibited), Texas Government Code Chapter 2270 (boycott-Israel), and Texas Government Code Chapter 2274, (boycotts-energy company; discrimination – firearms entity or trade association). C. The CITY shall keep and maintain complete and accurate records relating to its hiring and employment of persons, which is separate and identifiable from its other records, and shall make such records available for not less than three (3) years following termination of this Agreement. The IDC and its representatives shall be entitled to inspect said records during the term of this Agreement and for three (3) years thereafter, upon reasonable notice to the CITY. The CITY’s failure to comply with this provision will constitute a breach of the Agreement.