Corporation Obligations Sample Clauses

Corporation Obligations. (a) The Corporation will use its best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Corporation will (but subject to Section 2(d)(ii)): (i) (A) promptly furnish to the Purchasers, copies of all such documents proposed to be filed, which documents will be subject to the review of such Purchasers, and (B) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, to conduct a reasonable review of such documents. The Corporation shall not file the Registration Statement or any such Prospectus of any amendments or supplements thereto to which the holders of a majority of the Registrable Securities shall object in writing within 3 Business Days of their receipt thereof if: (1) such objection relates specifically to any description in the Registration Statement, Prospectus or amendment or supplement thereto of the Purchasers, any Affiliate of any Purchaser (other than the Corporation if the Corporation is an Affiliate of any Purchaser) or the Shares, or (2) the Shares, the resale of which is covered by the Registration Statement, Prospectus, amendment or supplement, represent more than 50% of all shares of Common Stock, the sale and/or resales of which are covered by such Registration Statement, Prospectus, amendment or supplement. (ii) respond promptly to any comments received from the SEC with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Purchasers true and complete copies of all correspondence from and to the SEC relating to the Registration Statement. (iii) notify the Purchasers promptly (and, in the case of (A)(1) below, not less than 3 days prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than 2 Business Days following the day (A)(1) when a Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement is filed; (2) when the SEC notifies the Corporation whether there will be a “review” of such Registration Statement and whenever the SEC provides comments in writing or orally on such Registration Statement and (3) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (B) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Sta...
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Corporation Obligations. If the Corporation receives from Holder(s) holding at least 25% of the outstanding Registrable Securities a written request that the Corporation prepare and file a Registration Statement on Form S-3 or F-3 or any similar form under the 1933 Act that may be applicable to foreign issuers (or any successor to such forms) (“Form S-3”), or a form under the MJDS, and/or a short form prospectus under the Canadian short form qualification procedure under Regulation 44-101 respecting Short Form Prospectus Distributions (the “Canadian Short Form Qualification Procedure”), and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder(s), the Corporation will: (a) promptly give written notice of the proposed registration or qualification, and any related compliance, to all other Holders of Registrable Securities, which Holders are entitled to join in such registration and/or qualification if each Holder wishing to do so notifies the Corporation in writing within 20 days after receipt of the written notice from the Corporation; and (b) as soon as practicable (but in all instances in compliance with the timelines contained in Section 4.3), use its commercially reasonable efforts to effect such registration and/or qualification and all such compliances as may be so requested by the requesting Holder or Holders as would permit or facilitate the sale and distribution of all or such portion of the requesting Holders’ Registrable Securities as are specified in the request.
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Corporation Obligations. (a) The Corporation will take all necessary actions to cause and maintain, during the term of this Agreement, the election or appointment, as applicable, of the Omega Director to the Board in accordance with the terms of this Agreement. (b) Without limiting the generality of Section 2.02(a), as soon as reasonably practicable following the Effective Date, the Corporation shall, if necessary, increase the size of the Board to eight (8) members and shall appoint the Omega Director to the Board with a term expiring at the next annual meeting of the Corporation’s shareholders. In connection with such annual meeting and each annual meeting thereafter during the term of this Agreement, the Corporation shall nominate the Omega Director for election as a director by the shareholders of the Corporation. In connection therewith, the Corporation shall provide a written request to the Investor detailing all information regarding the Omega Director and the Investor required to be included in the applicable management information circular or otherwise reasonably requested by the Corporation for inclusion therein, together with the date upon which such information is required to be delivered to the Corporation (which date shall be not less than 10 days following the date of such notice), and, following the Investor’s receipt of such request and on or prior to such specified due date, the Investor shall deliver such information to the Corporation. (c) Without limiting the generality of Section 2.02(a), following the date hereof, and for so long as the Investor has the right to nominate the Omega Director pursuant to Section 2.01(a), the Corporation agrees to undertake all necessary actions to assure that, with respect to each election of directors hereafter: (i) if the Omega Director’s term has ended or will end at the date of such election, nominate the Omega Director and include him or her in the Board’s slate of nominees and recommend and support the Omega Director for election to the Board; and (ii) such individual is included in any management information circular, proxy statement and/or proxy circular prepared by the Corporation in connection with soliciting proxies for every meeting of the shareholders of the Corporation called with respect to any election where the Omega Director’s term has ended or will end at the date of such election, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the C...
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Corporation Obligations. In consideration of the City's obligations, the Corporation agrees to provide the following: (a) The Parties mutually agree that the value of City staff time dedicated to performing its obligations is $3,600.00 per year. Therefore, the Corporation shall pay the City $300.00 each month during the term of this Agreement. The City shall deliver a monthly invoice to the Corporation, which the Corporation agrees to pay within thirty (30) days of receipt.
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Corporation Obligations. The Corporation will use its commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Corporation will: (a) use its commercially reasonable best efforts to cause the Registration Statements to become effective and use its commercially reasonable best efforts to keep the Registration Statements continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement, as amended from time to time, have been sold, or (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold pursuant to Rule 144(k) under the 1933 Act; (i) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 3(a), (ii) cause the Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the SEC with respect to the Registration Statement or any amendment thereto; and (iv) to comply with the provisions of the 1933 Act and the 1934 Act with respect to the Registration Statement and the distribution of all of the Registerable Securities covered thereby; (c) provide copies to and permit the counsel designated by the Agents on behalf of the Investors to review each Registration Statement and all amendments and supplements thereto prior to their filing with the SEC and not file any document to which such counsel reasonably objects; provided, however, that the Corporation is entitled to file any such document, and rely on the assumption that there is no objection, if the Corporation does not receive a written objection from Agent’s counsel within three Business Days after the document is provided, and provided, however, that the period from the date of any such objection of counsel through the date on which such objection is resolved by the Corporation in good faith shall extend by an equal number of days, any deadlines which the Corporation is obligated to meet hereunder or under the Agency Agreement or Subscription Agreement; (d) furnish to the Agents and their legal counsel and, as required by applicable law or regulation, the Subscribe...
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Corporation Obligations. PSP acknowledges that Pattern (or an Affiliate) is not the PAA Provider and does not prepare and maintain books and records with respect to the Project General Partner and does not prepare any financial statements or tax returns in respect of the Project General Partner.
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Corporation Obligations. In consideration of the City’s obligations, the Corporation agrees to provide the following: (a) The Corporation agrees to pay to the City the actual cost it incurs to provide the Corporation and its employees access to the City’s health benefits coverage, liability coverage, worker’s compensation coverage, and property coverage under the city’s coverages and pay for the Corporation’s employees’ participation in the City’s retirement benefit programs. 1. The Corporation shall pay the City in advance (on a date mutually agreeable to the parties) and on a quarterly basis, sufficient funds to pay the estimated payroll and benefits for the upcoming fiscal quarter. Such funds shall be held in a restricted account within the City for use only for the purpose provided herein. Thirty-days prior to the end of each quarter, the City shall provide the Corporation an accounting for this account. The Corporation shall be credited any remaining balance in the account toward the next quarter’s payment and shall pay the next quarterly deposit within five
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Corporation Obligations. The parties understand that the Corporation has significant monetary obligations to third persons and parties, that those obligations will remain with the Corporation and will no longer be filed and reported as part of combined reporting by Assignor and its subsidiaries, and that Assignor has no direct obligations to pay or satisfy such obligations, now or in the future. Notwithstanding the foregoing, Assignee is not assuming personal liability for, or in any capacity as guarantor or warrantor of, any of the obligations of the Corporation, and the same shall be solely the obligations of the Corporation. Assignee does not warrant or guaranty that any of the obligations of the Corporation will be paid in part or in whole.
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Corporation Obligations 
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Related to Corporation Obligations

  • Cooperation obligations The Parties undertake to cooperate to allow the timely submission, examination, publication and defence of any dissertation or thesis for a degree which includes their Results or Background subject to the confidentiality and publication provisions agreed in this Consortium Agreement.

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • Indemnification Obligation The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

  • Termination Obligations The Supplier shall comply with all of its obligations contained in the Exit Plan. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), the Supplier shall: cease to use the Customer Data; provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form (or such other format as reasonably required by the Customer); erase from any computers, storage devices and storage media that are to be retained by the Supplier after the end of the Termination Assistance Period all Customer Data and promptly certify to the Customer that it has completed such deletion; return to the Customer such of the following as is in the Supplier's possession or control: all materials created by the Supplier under this Legal Services Contract in which the IPRs are owned by the Customer; any equipment which belongs to the Customer; any items that have been on-charged to the Customer, such as consumables; and any sums prepaid by the Customer in respect of Ordered Panel Services not delivered by the Expiry Date; vacate any Customer Premises; remove the Supplier Equipment together with any other materials used by the Supplier to supply the Ordered Panel Services and shall leave the sites in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the sites or any objects contained thereon, other than fair wear and tear, which is caused by the Supplier and/or any Supplier Personnel; provide access during normal working hours to the Customer and/or the Replacement Supplier for up to twelve (12) Months after expiry or termination to: such information relating to the Ordered Panel Services as remains in the possession or control of the Supplier; and such members of the Supplier Personnel as have been involved in the design, development and provision of the Ordered Panel Services and who are still employed by the Supplier, provided that the Customer and/or the Replacement Supplier shall pay the reasonable costs of the Supplier actually incurred in responding to requests for access under this paragraph. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), each Party shall return to the other Party (or if requested, destroy or delete) all Confidential Information of the other Party and shall certify that it does not retain the other Party's Confidential Information save to the extent (and for the limited period) that such information needs to be retained by the Party in question for the purposes of providing or receiving any Ordered Panel Services or termination services or for statutory compliance purposes. Except where this Contract provides otherwise, all licences, leases and authorisations granted by the Customer to the Supplier in relation to the Ordered Panel Services shall be terminated with effect from the end of the Termination Assistance Period.

  • Notification Obligations (a) If by reason of a Political Event or Change in Law a Party is wholly or partially unable to carry out its obligations under this Agreement, the affected Party shall: (i) give each other Party notice of the Political Event or Change in Law as soon as practicable, but in any event, not later than three (3) Days after the affected Party became aware, or should have become aware, of the occurrence of the Political Event or Change in Law or six (6) hours after the resumption of any means of providing notice between the Company and the GOB, whichever is later; and (ii) give each other Party a second notice, describing the Political Event or Change in Law in reasonable detail and, to the extent that can be reasonably determined at the time of the second notice, providing a preliminary evaluation of the obligations affected, a preliminary estimate of the period of time that the affected Party will be unable to perform the obligations, and other relevant matters as soon as practicable, but in any event, not later than seven (7) Days after the initial notice of the occurrence of the Political Event or Change in Law is given by the affected Party. When appropriate or when reasonably requested to do so by any other Party, the affected Party shall provide further notices to the other Party more fully describing the Political Event or Change in Law and its cause and providing or updating information relating to the efforts of the affected Party to avoid and/or to mitigate the effect(s) thereof and estimates, to the extent practicable, of the time that the affected Party reasonably expects it will be unable to carry out any of its affected obligations due to the Political Event or Change in Law. (b) The affected Party shall also provide notice to each other Party of: (i) with respect to an ongoing Political Event or Change in Law the cessation of the Political Event or Change in Law; and (ii) its ability to recommence performance of its obligations under this Agreement, as soon as possible, but in any event, not later than seven (7) Days after the occurrence of each of (i) and (ii) above. (c) Failure by the affected Party to give notice of a Political Event or Change in Law to the other Parties within the ten (10) Day period or one (1) Business Day period required by Section 11A.2(a) shall not prevent the affected Party from giving such notice at a later time; provided, that in such case, the affected Party shall not be excused pursuant to Section 11A.4 for any failure or delay in complying with its obligations under or pursuant to this Agreement until the notice required by Section 11A.2(a)(i) has been given; and if such notice is given within the three (3) Day period or six (6) hour period as required by Section 11A.2(a)(i), the affected Party shall be excused for such failure or delay pursuant to Section 11A.4 from the date of commencement of the relevant Political Event or Change in Law.

  • TAX LIMITATION OBLIGATIONS In order to receive and maintain the limitation authorized by Section 2.4, Applicant shall: A. provide payments to District sufficient to protect future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV; B. provide payments to the District that protect the District from the payment of extraordinary education related expenses related to the project, as more fully specified in Article V; C. provide such Supplemental Payments as more fully specified in Article VI; D. create and Maintain Viable Presence on or with the Qualified Property and perform additional obligations as more fully specified in Article VIII of this Agreement; and E. no additional conditions are identified in the certificate for a limitation on appraised value by the Comptroller for this project.

  • Indemnity Obligations (a) Parent shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for, (i) all liability for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent Group pursuant to this Agreement and (iv) the amount of any Refund received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreement, SpinCo shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to SpinCo pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the SpinCo Group pursuant to this Agreement, (iv) the amount of any Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.

  • Notification obligation If the Customer is unable to perform its duties as agreed, the Customer shall notify the Contractor in writing accordingly as soon as possible. The notice shall specify the reason for the problem and, to the extent possible, when the Customer will again be able to perform the agreed duty.

  • Parallel Operation Obligations Once the Small Generating Facility has been authorized to commence parallel operation, the Interconnection Customer shall abide by all rules and procedures pertaining to the parallel operation of the Small Generating Facility in the applicable control area, including, but not limited to: (1) the rules and procedures concerning the operation of generation set forth in the NYISO tariffs or ISO Procedures or the Connecting Transmission Owner’s tariff; (2) any requirements consistent with Good Utility Practice or that are necessary to ensure the safe and reliable operation of the Transmission System or Distribution System; and (3) the Operating Requirements set forth in Attachment 5 of this Agreement.

  • Mitigation Obligations If any Lender requests compensation under Section 9.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 9.05, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 9.03 or 9.05, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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