Certain Obligations of the Parties. 2.11.1 Each Party shall adhere, and shall cause its representatives to adhere, in all material respects to all applicable policies and procedures of the other Party and its Affiliates in effect as of the Effective Date, and such other applicable policies and procedures with respect to which the other Party notifies such Party in writing, as of the third (3rd) Business Day following receipt of such notice (except that a Party may require the other Party to immediately comply with, and in such case the other Party shall immediately comply with, any notice relating to policies or procedures addressing compliance with applicable Law or such Party’s cybersecurity or data security policies or requirements).
2.11.2 Each Party shall follow, and shall cause its representatives to follow, in all material respects, all security and access policies of the other Party, at all times during the term of this Agreement, to the extent that such Party or its representatives requires ingress to and egress from the premises occupied by the other Party or its Affiliates, for reasonable purposes necessary to the delivery or receipt of Scheduled Services hereunder or the performance of any obligations required by this Agreement.
2.11.3 Each Service Recipient is and shall remain solely responsible for the content, accuracy and adequacy of all data that such Service Recipient or its representatives transmit or have transmitted to its Service Provider for processing or use in connection with the performance of the Scheduled Services.
2.11.4 Each Party shall comply, and shall cause its representatives to comply, with all applicable Laws in connection with their respective operations and obligations under this Agreement, including the receipt and use of the Scheduled Services.
2.11.5 Each Party shall cause its Affiliates that are Service Providers or Service Recipients hereunder to perform and fulfill the obligations applicable to it hereunder. Any act or omission of any such Affiliate shall be deemed to be an act or omission of such Party for all purposes of this Agreement.
Certain Obligations of the Parties. 5.1 Support. Exhibit C sets forth the parties’ respective obligations with respect to the support of the InfoSpace Software. Cingular will allow InfoSpace personnel to implement and/or will cooperate with InfoSpace upon its request in the implementation of any bug fixes, updates or Error corrections to the InfoSpace Software, or any other support services prescribed to InfoSpace on Exhibit C. Except as specifically stated on Exhibit C or approved in advance and in writing by InfoSpace, no Cingular or third party personnel will have access to the InfoSpace Software. To the extent any Cingular personnel has access to the InfoSpace Software pursuant to Exhibit C, such individuals will not participate in the development of any software that provides functionality similar to that provided by the InfoSpace Software for the Term of this Agreement and for two years thereafter. Cingular will pay InfoSpace the Support Fees set forth on Exhibit G for the support services rendered by InfoSpace hereunder.
Certain Obligations of the Parties. (a) Except as provided below, the CDs will be held by The Depository Trust Company (“DTC”). Each Master Certificate and the Depository’s records maintained in respect of each Master Certificate evidencing CDs will reflect that CDs are registered in the name of CEDE & CO., as nominee of DTC, as custodian for [Name of institution] and other DTC participants, each acting for itself and as nominee or custodian for others or registered assigns. The Depository agrees that it will not amend or make any changes to the form of Master Certificate used to evidence CDs (other than to insert the terms of a particular issuance), without first obtaining the consent of Broker, such consent not to be unreasonably withheld.
(b) CDs will be issued in book entry form only and no individual certificates of deposits will be provided to purchasers. Notwithstanding the above, in the event a CD purchaser terminates the agency relationship with Broker and does not elect to continue to hold the CD through another DTC participant, upon the purchaser’s request, Broker will furnish to the Depository the necessary information for the Depository to establish a direct depository relationship with each Purchaser. Such depository relationship will be evidenced in the same manner as the Depository evidences its direct depository relationship with purchasers of Comparable CDs, as that term is defined in Section 17 herein. Further, the aggregate amount of CDs evidenced by a Master Certificate, issued on the same terms as the CD now directly held with the Depository, will be adjusted by following the procedures applicable to early withdrawal of CDs and the issuance of individual certificates of deposit, set forth in the Master Certificate.
(c) Broker will provide promptly to each Purchaser that purchased a CD on the Settlement Date a written confirmation of the purchase of the CD complying with Rule 10b-10 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The confirmation will specify the amount deposited, the interest rate or the yield to maturity (as applicable) calculated on the basis of the actual number of days in the term of the CD and a 365-day year, the maturity date and such other terms of the CD as Broker determines to be material. In addition, unless the Depository has notified Broker that the CD is not subject to the General Guarantee Agreement, dated October 21, 2008 (the “Guarantee”), made by the Xxxxxxx Xxxxx Group, Inc., the confirmation sha...
Certain Obligations of the Parties. The Seller covenants and agrees to provide to the Purchasers and the Company any and all documents which may be reasonably required in order to effectuate the transactions contemplated by this Agreement, including, without limitation, the opinion of counsel referenced in Section 2 above. The Company will use its reasonable best efforts to prepare and file with the Securities and Exchange Commission a registration statement, including the prospectus, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act, on Form S-3 (or on such other form appropriate for such purpose) (collectively, the “Registration Statement”) by the 45th day following the Closing Date covering the resale by the Purchasers of the Shares and naming the Purchasers as Selling Stockholders therein. The Company will use its reasonable best efforts to cause the Registration Statement be declared effective under the Securities Act as soon as possible but, in any event, no later than 120 days following the Closing Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective during the entire Effectiveness Period. For purposes hereof, “Effectiveness Period” shall mean the period commencing on the date on which the Registration Statement is first declared effective by the Securities and Exchange Commission (the “Effective Date”) and ending on the earliest to occur of (a) the second anniversary of such Effective Date, (b) such time as all of the Shares covered by the Registration Statement have been publicly sold by the Purchasers pursuant to the Registration Statement, or (c) such time as all of the Shares covered by the Registration Statement may be sold by the Purchasers without volume restrictions pursuant to Rule 144 of the Securities Act, in each case as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Purchasers. Each Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Shares pursuant to the Registration Statement. Each Purchaser covenants and agrees that it will comply with federal and state securities laws applicable to it in connection with sales of Shares pursuant to the Registration Statement.
Certain Obligations of the Parties. UNDER THE AGREEMENT
4.1 Certain Obligations, Rights and Duties of NSI. NSI agrees that, in addition to its other obligations under this Agreement, NSI will maintain and provide support for the Sales Compensation Plan. NSI agrees, among other things: (1) to maintain a computer system, including hardware, software, data links, computer peripherals, printers, etc. to adequately fulfill NSI's obligations under the Sales Compensation Plan; (2) to provide necessary training and support to NSUSA relating to the Resident NSI Independent Distributors, including information relating to training methods, motivational strategies, convention and event planning, technical policies and procedure knowledge, etc;
Certain Obligations of the Parties. 3.1 GRAPHICAL USER INTERFACE AND CO-BRANDED PAGES. Company and InfoSpace will cooperate to design the user-perceptible elements of the Graphical User Interface, with the goals of.
(a) conforming the display output of the "look and feel" associated with the applicable Company Web Sites; and (b) maximizing the commercial effectiveness thereof. Following agreement by the parties upon the design specifications thereof, InfoSpace will use commercially reasonable efforts to develop the Graphical User Interface and to implement the same on Co-brand Pages. InfoSpace shall have no liability or obligation for failure to develop or implement the Graphical User Interface or any Co-branded Pages as contemplated by this Section 3. 1, or for any nonconformity with the design specifications agreed upon by the parties, provided InfoSpace has used commerciallyreasonable efforts to develop and implement the same as provided in ---------- this Section 3. 1.
Certain Obligations of the Parties. The parties covenant and agree as follows:
Certain Obligations of the Parties. UNDER THE AGREEMENT ------------------------------------------------------
Certain Obligations of the Parties. Graphical User Interface and Co-branded Pages. Quotescanada.cxx Xxx. xxx XxxoSpaceCanada will cooperate to design the user-perceptible elements of the Graphical user Interface, with the goals of: (a) conforming the display output of the "look and feel" associated with the applicable Quotescanada.cxx Xxx. Xxx Xxtes; and (b) maximizing the commercial effectiveness thereof. Following agreement by the parties upon the design specifications thereof, InfoSpaceCanada will use commercially reasonable efforts to develop the Graphical User Interface and to implement the same on Co-branded Pages. InfoSpaceCanada shall have no liability or obligations for failure to develop or implement the Graphical User Interface or any Co-branded Pages, as contemplated by this Section 3.1, or for any nonconformity with the design specifications agreed upon by the parties, provided InfoSpaceCanada has used commercially reasonable efforts to develop and implement the same as provided in this Section 3.1. 3.2
Certain Obligations of the Parties. 12.1 Operation of the Property Prior to the Closing. Between the Effective Date and the Closing Date, Seller shall:
(a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof,
(b) maintain the Property in the condition in which it existed as of the date of this Contract, normal wear and tear excepted; not commit waste of or on the Property; operate the Property in a manner consistent with and in compliance with all applicable laws; and perform its obligations under the Leases, and the Service Contracts;
(c) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge;
(d) not enter into any contract with respect to or affecting the Property which would affect or bind Purchaser following the Closing Date, without Purchaser's prior written consent;
(e) promptly advise Purchaser in writing of any changes in circumstances which would render the representations and warranties made by Seller herein false or misleading;
(f) comply with all applicable laws affecting the conveyance of the Property, including, without limitation, any laws which require the giving of notice of the transaction contemplated by this Contract to Tenants or any association of Tenants; and
(g) deliver to Purchaser (i) a revised Rent Roll in the event of any material changes to the Rent Roll previously delivered, (ii) copies of any written amendments to any Service Contracts after the Effective Date but prior to Closing, and (iii) copies of any written notices of any violations of law or threatened litigation received by Seller after the Effective Date but prior to Closing.
