Company will Sample Clauses

Company will. (i) subject to the applicable terms of the Credit Agreement, allow Bank to examine, audit and inspect Company's books, accounts, records (including without limitation all records relating to the Collateral or the Indebtedness), ledgers and assets and properties of every kind and description wherever located at all reasonable times during normal business hours, upon oral or written request of Bank, and to make and take away copies of any and all such books, accounts, records and ledgers; (ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof; (iii) perform its obligations under the Loan Documents; (iv) promptly furnish Bank with any information in writing which Bank may reasonably request concerning the Collateral; (v) promptly notify Bank of any material change in any fact or circumstances warranted or represented by Company in this Stock Pledge or in any other writing furnished by Company to Bank in connection with the Collateral or the Indebtedness; (vi) promptly notify Bank of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Bank, appear in and defend, at Company's expense, any such action or proceeding; and (vii) promptly, after being requested by Bank, pay to Bank the amount of all reasonable expenses, including reasonable attorneys' fees and other legal expenses, incurred by Bank in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein.
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Company will. (i) ensure that every Search Query generates a Request containing that Search Query; (ii) ensure that all Requests are sent to Google without editing, modifying or filtering the Requests or any Search Queries contained in the Requests individually or in the aggregate; and (iii) display the Search Results Sets and/or Ad Sets (as applicable) on the applicable Site or as part of the applicable Feed.
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Company will a. Maintain all tools and equipment in good working order, assure they are safe to use, and are used in the manner in which they were intended. b. Not store any vehicle or equipment when not in use on Authority property. Any vehicle or equipment that becomes inoperative or that ceases to work properly must be removed from the work area immediately.
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Company will. 4.1.1 Use commercially reasonable efforts to advertise the Program to potential Participants at the prices outlined in this Agreement, using HEALTHIEST YOU’s program content, as approved in advance by (and only as approved by) HEALTHIEST YOU. COMPANY acknowledges that it has no authority to modify the program content without the prior written approval of HEALTHIEST YOU. COMPANY agrees that any and all materials used or created by COMPANY or its employees or agents to describe the Program must be approved by HEALTHIEST YOU prior to any distribution by COMPANY, such materials include, but are not limited to, those that are in written form, on websites, radio, television, and/or sent by email or fax. In addition, COMPANY hereby authorizes HEALTHIEST YOU to communicate directly with the Participants for the purpose of: (A) promoting the Program to the Participants; and (B) treatment, payment and health care operations of HEALTHIEST YOU. 4.1.2 Where applicable, cooperate with HEALTHIEST YOU in facilitating all interaction with COMPANY’s third party administrator (TPA) to ensure timely payment of all claims pursuant to Exhibit A herein. 4.1.3 Cooperate with HEALTHIEST YOU in completing an implementation form; 4.1.4 Provide HEALTHIEST YOU (or ensure that its third party administrator provides HEALTHIEST YOU) with all membership eligibility files for each Participant. HEALTHIEST YOU shall specify the format for such files, and the COMPANY’s submissions will be in compliance with that format.
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Company will notify Buyer promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Information Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement, Company or Buyer, as applicable, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to shareholders of Company, such amendment or supplement. Company shall cooperate and provide Buyer (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Information Statement or any response to any comment made by the SEC or its staff prior to filing such with or communicating such to the SEC or its staff, and will provide Buyer with a copy of all such filings made with or communications to the SEC or its staff. Except as may be required by Law, no amendment or supplement to the Information Statement will be made by Company without the approval of Buyer, which will not be unreasonably withheld or delayed.
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Company will notify Provider to delete or deactivate the IDs of those individuals who no longer have a business need and/or are no longer authorized by management to access the Service Infrastructure
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Company will. ❖ Enter into a written agreement with each Subprocessor containing data protection obligations that provide at least the same level of protection for Client Data as those in this DPA, to the extent applicable to the nature of the services provided by such Subprocessor; ❖ Restrict the Sub-processor’s access to Client Data only to what is necessary to maintain or provide the services to Client; and ❖ Remain responsible for such Subprocessor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-processor that cause Company to breach any of its obligations under this DPA.
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Company will upon Factor's request make proper entries in its internal books reflecting Factor's rights and title as assignee of the Purchased Accounts and Factor's security interest in the Accounts and take whatever action Factor may reasonably request in order to secure Factor's rights and interests hereunder.
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Company will. 1. notify Provider to delete or deactivate the IDs of those individuals who no longer have a business need and/or are no longer authorized by management to access the Service Infrastructure CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2. review and approve Provider’s protection requirements for End User data [ * * * ] 3. [ * * * ] 4. timely respond to exception requests submitted by Provider pursuant to Section 6.0.b.2.
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Related to Company will

  • Best Efforts/Full-time Executive will expend Executive’s best efforts on behalf of Company, and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in the best interest of Company at all times. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for Company, provided that Executive may continue to serve on the boards of directors of other companies so long as such service is in accordance with the Company’s policies governing such activities.

  • Best Efforts Offering If an Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Xxxxxxxxxx. Xxxxxxxxxx shall be a third party beneficiary with respect to the representations, warranties, covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.

  • Best Efforts of Employee Employee agrees to perform faithfully, industriously, and to the best of Employee's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of Employer. Such duties shall be provided at such place(s) as the needs, business, or opportunities of the Employer may require from time to time.

  • Best Efforts The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

  • All Reasonable Efforts Subject to the terms and conditions of this Agreement and to the fiduciary duties and obligations of the boards of directors of the parties hereto to their respective shareholders, as advised by their counsel, each of the parties to this Agreement shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, or to remove any injunctions or other impediments or delays, legal or otherwise, as soon as reasonable practicable, to consummate the Merger and the other transactions contemplated by this Agreement.

  • Reasonable Efforts/Cooperation Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

  • You will 3.4.1 perform all your obligations under the Contract, 3.4.2 follow our reasonable instructions, 3.4.3 provide us with up-to-date information, cooperation, support, and access, at your cost, to enable us to perform our obligations under the Contract, 3.4.4 provide us with office, information technology, and telecommunications facilities (including full remote access), at your cost, to enable us to perform our obligations under the Contract, 3.4.5 supply on an ongoing basis, at your cost, all space, power supply access points, cables, trunking, electricity, air conditioning and any other facility as may be defined following the site survey required to receive the Installation Service and the Service, and 3.4.6 keep full and up-to-date secure backup copies of the data on the Network in accordance with good industry practice, and 3.4.7 comply with and maintain compliance with all such laws and regulations that relate to their provision of telecommunications and other products or services supplied by us.

  • Full Time; Best Efforts The Executive shall use his best efforts to promote the interests of the Company and shall devote his full business time and efforts to its business and affairs and shall not provide management services to any other company or otherwise engage in business activities that would reasonably be expected to materially interfere with the performance of the Executive’s duties, services and responsibilities hereunder.

  • Reasonable Efforts Each of the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use their reasonable efforts to (A) cause the expiration of the notice periods under the HSR Act and any other Laws with respect to the Merger and the transactions contemplated hereby as promptly as is reasonably practicable after the execution of this Agreement, (B) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental Entity.

  • The Partnership (a) The Partnership is a limited partnership duly formed, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has all requisite powers necessary to carry on its business as now conducted, to own, lease and operate its properties. (b) Neither the execution, delivery, or performance by the Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributors with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the properties or assets of the Partnership, under any of the terms, conditions, or provisions of, their articles of incorporation or bylaws, or any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, or other instrument or obligation to which the Partnership is a party, or by which the Partnership may be bound, or to which the Partnership or its properties or assets may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the Partnership or any of the Partnership's properties or assets. (c) Except for the Contributors, no party has any interest in the Partnership or the right or option to acquire any interest in the Partnership or the property or any portion thereof. The Partnership has no subsidiaries and does not directly or indirectly own any securities of or interest in any other entity, including, without limitation, any partnership or joint venture.

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