Covenants of Contractor. Provided that Manufacturer performs each of its obligations in the manner set forth in this Agreement, the Contractor covenants and agrees as follows:
(a) To use reasonable efforts to place orders for Materials identified on Certificates for Accepted P.O.'s for purchase by Contractor and delivery to the Premises on terms consistent with the terms set forth in the Certificate.
(b) Following timely delivery and acceptance of Materials at the Premises, to promptly pay for all such Materials in accordance with the terms of purchase.
(c) To release Materials located at the Premises in such quantity and at such times as are necessary to permit Manufacturer to meet the terms of Accepted P.O.'s.
(d) Upon termination of this Agreement and performance by Manufacturer of all of its obligations hereunder, to promptly execute, deliver and file (if Manufacturer so requests) any instruments and documents reasonably necessary to terminate and release any and all security interests granted to Contractor by Manufacturer pursuant to this Agreement.
Covenants of Contractor. Contractor covenants and agrees that, ----------------------- during the term of this Agreement:
5.1 Contractor is, and at all times during the term of this Agreement shall be, a securities broker registered and in good standing with the Securities and Exchange Commission ("SEC") as a broker-dealer pursuant to Section 15(a) of the 1934 Act, a member in good standing of the NASD, and a registered broker-dealer under state law to the extent required in order to provide the services discussed in this Agreement.
5.2 Contractor shall at all times conduct its business solely in accordance with the rules and regulations of the SEC, the NASD, any other appropriate self-regulatory organization and all appropriate state insurance and securities authorities. Contractor shall assume full responsibility for the securities activities of, and for securities law compliance by, any "person associated" (as that term is defined in Section 3(a)(18) of the 0000 Xxx) with Contractor, including, as applicable, compliance with rules and regulations of the NASD and with federal and state laws and regulations. Contractor understands that if failure to comply with the rules, regulations, and requirements of applicable state and federal law results in disciplinary action against it by the NASD and any other regulatory authority having jurisdiction, that such failure may result in the suspension by NES, in the sole discretion of NES, of Contractor's authority to represent NES or in the termination of this Agreement by NES.
5.3 Contractor or the Insurance Subsidiary, as the case may be, shall instruct purchasers to remit all premiums directly to the Insurance Company or shall forward any premiums received from purchasers directly to the Insurance Company.
5.4 Contractor agrees that NES will act as Contractor's agent in providing customer confirmations pursuant to Rule l0b-10 under the 1934 Act.
5.5 Contractor will itself be, or will select persons associated with it who are, trained and qualified to solicit applications for purchase of the Variable Products in conformance with applicable state and federal laws. Any such person shall be a Registered Representative of Contractor in accordance with the rules of the NASD, be licensed to offer the Variable Products in accordance with the insurance laws of any jurisdiction in which such person solicits applications and be licensed with and appointed by the applicable Insurance Company as an insurance agent to solicit applications for the Var...
Covenants of Contractor. Contractor covenants to the Company as follows:
Covenants of Contractor. Provided that Distributor performs each of its obligations in the manner set forth in this Agreement, the Contractor covenants and agrees as follows:
(a) To use reasonable efforts to place orders for Products identified on Certificates for Accepted P.O.'s for purchase by Contractor and delivery either to the Warehouse or directly to a Customer on terms consistent with the terms set forth in the Certificate.
(b) Following timely delivery and acceptance of Products at the Warehouse (or, for Products shipped directly by a vendor to a Customer, by the Customer), to promptly pay for all such Products in accordance with the terms of purchase.
(c) To release Products located at the Warehouse in such quantity and at such times as are necessary to permit Distributor to meet the terms of Accepted P.O.'s.
(d) Upon termination of this Agreement and performance by Distributor of all of its obligations hereunder, to promptly execute and deliver (if Distributor so requests) any instruments and documents reasonably necessary to terminate and release any and all security interests granted to Contractor by Distributor pursuant to this Agreement.
Covenants of Contractor. The Contractor hereby acknowledges that, as a necessary result of the Contractor's relationship with the Company and the nature of the Services, Confidential Information (as defined herein) shall be disclosed to the Contractor solely for the purpose of enabling the Contractor to perform the Services. For purposes of this Agreement, "Confidential Information" means any proprietary, confidential or non-public information or data of the Company, whether in written or electronic form, which pertains or relates in any way to the business, activities, products or services of the Company. During the period of the Contractor's relationship with the Company and at all times thereafter, the Contractor, subject to Paragraph 8:
Covenants of Contractor. For so long as the Prepayment Balance Amount is greater than [***], Contractor covenants as follows:
Covenants of Contractor. Contractor warrants and represents to Owner that during the term of this Contract it will:
14.2.1 Comply at all times with applicable Laws necessary for its performance under this Contract, or, in the event of any alleged continuing noncompliance, diligently contest any allegations of non-compliance with such Laws in good faith by appropriate proceeding to the extent permitted without material adverse effect on Contractor’s performance under this Contract; and
14.2.2 Give all required notices, procure, maintain and comply with all applicable Permits necessary for the performance of its obligations under this Contract, and pay all charges and fees in connection therewith.
Covenants of Contractor. Provided that Distributor performs each of its obligations in the manner set forth in this Agreement, the Contractor covenants and agrees as follows:
(a) To use reasonable efforts to place orders for Products identified on Certificates for Accepted P.O.'s for purchase by Contractor and delivery to the Warehouse on terms consistent with the terms set forth in the Certificate.
(b) Following timely delivery and acceptance of Products at the Warehouse, to promptly pay for all such Products in accordance with the terms of purchase.
(c) To release Products located at the Warehouse in such quantity and at such times as are necessary to permit Distributor to meet the terms of Accepted P.O.'s.
(d) Upon termination of this Agreement and performance by Distributor of all of its obligations hereunder, to promptly execute and deliver (if Distributor so requests) any instruments and documents reasonably necessary to terminate and release any and all security interests granted to Contractor by Distributor pursuant to this Agreement.
Covenants of Contractor. With respect to the Launch Services Agreement between Contractor and Sea Launch, Contractor covenants that it will:
Covenants of Contractor. Contractor covenants and agrees that it will at all times during the term of this Agreement or any extension hereof:
a. Comply in all respects with all of the terms, conditions and requirements of this Agreement.
b. Make or permit no alterations, additions or improvements to the Parking Facilities without Owner’s prior written consent; and construct all approved alterations, additions, and improvements in accordance with such plans and specifications bearing the prior approval of Owner. Upon completion, title to such improvements shall immediately pass to Owner, and Contractor shall not remove such improvements from the Parking Facilities without Owner’s prior written consent. Contractor may install at its own expense, its own personal property on the Parking Facilities consistent with its operation of the Parking Facilities and with the requirements of this Agreement. If Contractor fails to remove its personal property on or before the termination or expiration of this Agreement, the Owner may remove such property to a public warehouse for deposit or retain the same in its own possession and sell the same at public auction, the proceeds of which shall be applied first to the expenses of removal, storage and sale, and second, to any sums owed by Contractor to the Owner with any balance remaining to be paid to Contractor. If the expenses of such removal, storage and sale shall exceed the proceeds of sale, then the difference shall be deducted from the final payment due Contractor from Owner.
c. Observe and comply with any and all requirements of Federal, State, and local laws, statutes, ordinances, regulations, agreements, and standards applicable to Contractor or its use of the Parking Facilities, including, but not limited to rules and regulations promulgated from time to time by the Commonwealth of Massachusetts and other authorities having jurisdiction over any phase of operation in and about the Parking Facilities.
d. Indemnify, defend and hold harmless the Owner and the Commonwealth of Massachusetts and any trustee under a trust indenture with respect to the Parking Facilities, as their interests may appear, from and against all claims, actions, losses, damages, liabilities and expenses (including, without limitation, attorneys’ fees and court costs) arising in connection with damages or injuries to persons or property (including, but not limited to, claims for theft of contents of any customer’s automobile, and all expenses incidental to the defense ...
