Covenants of Customer Sample Clauses

Covenants of Customer. 4.01 Limitations on Use of TRUST 3000 Service. 4.01.01 Customer agrees that it shall not permit the Trust 3000 Service to be used by or for any person or entity, or for the accounts of any person or entity, except for Customer, its Affiliates (domiciled in the United States or Canada only) or custody clients of Customer (domiciled in the United States or Canada) (collectively, the Affiliates and custody clients of Customer may be referred to as “Customer Customers”). In connection with its receipt of Services, each of the Customer Customers shall observe and comply with, and Customer shall be responsible for such observance and compliance, all of the applicable provisions of this Agreement to be observed and performed by Customer in connection with the receipt of services hereunder (other than the obligation to pay Fees and indemnification obligations, which shall remain the obligations of Customer), and each of Customer Customers shall be deemed to have accepted this obligation by its receipt of services hereunder. 4.01.02 In the event that Customer or any Customer Customers acquire additional accounts, as a result of a merger, stock acquisition, purchase or other transaction, Customer may use the Trust 3000 Service for such acquired accounts, further provided such acquired accounts have substantially similar processing characteristics as the accounts being processed under this Agreement at the time of such acquisition and that such acquired accounts will be processed on the same database as Customer’s [/*/ CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Covenants of Customer. The Customer covenants and agrees as follows: (a) to pay or satisfy the Obligations when due; (b) to keep the Collateral free and clear of all taxes, assessments, liens, mortgages, charges, claims, encumbrances and security interests whatsoever, except for the Security Interest and except as disclosed in writing by the Customer to Ingram Micro; (c) not to sell, exchange, tranxxxx, assign, lease or otherwise dispose of or deal in any way with the Collateral or any interest therein, or enter into any agreement or undertaking to do so; except as may be permitted in this security agreement; (d) to keep the Collateral in good condition, and to keep the Collateral located at the places warranted herein; (e) to obtain from financially responsible insurance companies and maintain insurance in respect of such risks and in such amounts as Ingram Micro may reasonably require from tixx xx time, and shall include a standard mortgage clause approved by the Insurance Bureau of Canada, and the Customer agrees to cause the interest of Ingram Micro to be noted as its interest mixxx xxpear on such policies of insurance (except public liability insurance), and to furnish Ingram Micro with certificates of insurance and xertified copies of such policies; (f) to promptly notify Ingram Micro of any loss or damage to the cxxxxxxral, any change in any information provided in this security agreement; (g) to promptly pay all taxes, assessments, rates, levies, payroll deductions, vacation pay, workers' compensation assessments, and any other charges which could result in the creation of a statutory lien or deemed trust in respect of the Collateral; (h) to deliver to Ingram Micro such information concerning thx Xxxxateral or the Customer as Ingram Micro may reasonably request from tixx x xime including aged lists of Inventory and Accounts and annual and monthly financial statements of the Customer; (i) to allow Micro to have access to all premises of the Customer at which Collateral may be located and to inspect the Collateral and all records of the Customer pertaining thereto from time to time; and, (j) to do, make, execute and deliver such further and other assignments, transfers, deeds, security agreements and other documents as may be required by Ingram Micro to establish in favor of Ingram Micro the Security Interest intended xx xx created hereby and to accomplish the intention of this security agreement.

Covenants of Customer. Customer covenants with Bank as follows: (a) Delivery of Financial Statements. Customer shall deliver to Bank promptly as they become available the annual, audited Financial Statements of Customer, unaudited interim Financial Statements on a quarterly basis, and any other financial statements which Bank shall reasonably request;

Covenants of Customer. Customer will be, prior to the performance of the Tolling Services hereunder, the holder of all Federal, state and local and other governmental consents, licenses, permits or other authorizations required to permit it to operate or conduct its business at the time as contemplated by this Agreement.

Covenants of Customer. Customer covenants that its staff members shall, at all times during the provision of the Services, accompany and supervise the students receiving the Services. Such staff members shall ensure that all students comply with the rules, policies, and procedures of Service Provider, and any other reasonable requests made by Service Provider’s staff, and such staff members shall be responsible for removing any students from the vehicle as determined necessary in Service Provider’s sole discretion. A minimum of one (1) staff member shall accompany the students onto Service Provider’s vehicle at all times. Customer’s failure to comply with the terms of this Section shall constitute a default of this Agreement. LIMITATION OF LIABILITY

Covenants of Customer. (a) Customer shall pay to Supplier an eight percent (8%) royalty, payable quarterly in arrears, by the end of the first month of the subsequent quarter, on the Tubing License. (b) Customer shall pay to Supplier a seven percent (7%) royalty, payable quarterly in arrears, by the end of the first month of the subsequent quarter, on the Electropolishing License. (c) Customer shall not pay a royalty to Supplier on the License. (d) At reasonable times during the terms of the Electropolishing License and the Tubing License and for twelve (12) months after the later of (i) the termination of the Electropolishing License or (ii) the termination of the Tubing License, Supplier or a third party representative of Supplier reasonably acceptable to Customer, upon reasonable notice and during Customer's normal business hours, shall have the right to conduct an audit of the relevant portions of Customer's books of account to verify compliance with the covenants set forth in this Section C.2. Customer immediately shall pay any overdue payments under this Section C.2, with interest thereon at the rate of 1.5% per month (or the maximum permitted by applicable law, if less) from the due date until paid. Except as set forth below, such audit(s) may be conducted no more than once in any year. Supplier shall bear the costs of the audit; provided, however, that if the audit reveals overdue payments in excess of five percent (5%) of the total amount payable for any calendar quarter, Customer shall pay the reasonable costs of such audit and for each such audit Supplier shall have the right to conduct another audit during the same twelve month period at Customer's cost.

Covenants of Customer. The Customer covenants and agrees as follows: (a) to pay or satisfy the Obligations when due; (b) to keep the Collateral free and clear of all taxes, assessments, liens, mortgages, charges, claims, encumbrances and security interests whatsoever, except for the Security Interest and except as disclosed in writing by the Customer to Xxxxxx Micro; (c) not to sell, exchange, transfer, assign, lease or otherwise dispose of or deal in any way with the Collateral or any interest therein, or enter into any agreement or undertaking to do so; except as may be permitted in this security agreement; (d) to keep the Collateral in good condition, and to keep the Collateral located at the places warranted herein; (e) to obtain from financially responsible insurance companies and maintain insurance in respect of such risks and in such amounts as Xxxxxx Micro may reasonably require from time to time, and shall include a standard mortgage clause approved by the Insurance Bureau of Canada, and the Customer agrees to cause the interest of Xxxxxx Micro to be noted as its interest might appear on such policies of insurance (except public liability insurance), and to furnish Xxxxxx Micro with certificates of insurance and certified copies of such policies; (f) to promptly notify Xxxxxx Micro of any loss or damage to the collateral, any change in any information provided in this security agreement; (g) to promptly pay all taxes, assessments, rates, levies, payroll deductions, vacation pay, workers' compensation assessments, and any other charges which could result in the creation of a statutory lien or deemed trust in respect of the Collateral; (h) to deliver to Xxxxxx Micro such information concerning the Collateral or the Customer as Xxxxxx Micro may reasonably request from time t time including aged lists of Inventory and Accounts and annual and monthly financial statements of the Customer; (i) to allow Micro to have access to all premises of the Customer at which Collateral may be located and to inspect the Collateral and all records of the Customer pertaining thereto from time to time; and, (j) to do, make, execute and deliver such further and other assignments, transfers, deeds, security agreements and other documents as may be required by Xxxxxx Micro to establish in favor of Xxxxxx Micro the Security Interest intended to be created hereby and to accomplish the intention of this security agreement.

Covenants of Customer. Customer makes the following representations, warranties and covenants as of the date of this Agreement and upon each delivery of an Electronic Items to Bank:

Covenants of Customer. Customer hereby covenants to Clearing Member that: (i) Customer shall provide any financial information and document pursuant to Part 2(h) of the Schedule, provided that, if “Public Information” is specified as applicable in the Schedule, Customer shall be deemed to have provided any required information or document to Clearing Member if such information or document has been made publicly available (including by posting of it on a website or filing with a regulator who makes such filing publicly accessible) prior to the date by which such information or document must be delivered;‌ (ii) Customer shall provide to Clearing Member any information regarding Customer or update thereto that is required to be provided by Clearing Member to a Specified CCP (including, as applicable, legal entity identifier information);‌ (iii) Customer shall use reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it and to obtain any such consent that may become necessary in the future, in each case relating to its ability to perform its obligations under this Agreement or in relation to any Cleared Transaction; and (iv) Except to the extent resulting from the action or inaction of Clearing Member in breach of its obligations under this Agreement or Applicable CCP Rules, Customer shall comply with Applicable Law to the extent the failure to so comply would materially and adversely affect its ability to perform its obligations under this Agreement or in relation to any Cleared Transaction.

Covenants of Customer. Customer covenants and agrees that (a) it will not use the Network Services provided under this Agreement in any manner which is in violation of any law or governmental regulation, or Icon CMT's Acceptable Use Policy as posted on Icon CMT's web site (xxx.xxxx.xxx) from time to time, (b) the Customer Content will not violate or infringe the rights of others, including, without limitation, any copyright, trademark, trade dress, trade secret, privacy, publicity, or other personal or proprietary right, and (c) the Customer content will not include indecent or obscene material or in any way constitute a defamation or libel of Icon CMT or any third party.