Covenants of the Contractor. 4.1 CONTRACTOR’S EMPLOYEES, AGENTS, AND CONTRACTORS
4.1.1 No officer, agent or employee of the Contractor, and no independent contractor engaged by the Contractor to perform work under this Agreement, are either employees of the Corporation, NYC Health + Hospitals or the City and none are under contract to either the Corporation, NYC Health + Hospitals or the City. The Contractor alone is responsible for their work, direction, compensation and personal conduct while performing pursuant to this Agreement. Neither the Corporation nor NYC Health + Hospitals nor the City shall be responsible for: (a) the acts, omissions, liabilities or obligations of the Contractor or any person, firm or entity engaged by the Contractor; or (b) taxes of any nature.
4.1.2 Prior to assigning any employee, agent or independent contractor to work at a Corporation site, the Contractor shall conduct a criminal history background check (a “Background Check”) on such person covering the three years prior to such proposed assignment. A Background Check must include, for residents of the State, a criminal history record search of the State Office of Court Administration’s records for all 62 State counties. In addition, the Contractor shall conduct a Background Check through the records for any other state in which the person resided in the last three years. The Corporation may require the Contractor to perform a more extensive Background Check on workers who will have direct contact with mentally ill or minor patients, provide nursing home or home health care services or in certain other situations. The Contractor shall also comply with all applicable federal, state or local statutes or regulations requiring Background Checks. After reviewing an individual’s Background Check report, the Contractor shall provide a written, signed certification to the Corporation stating that there is nothing in such person’s background that would render him or her unsuitable to work in a health care setting or at a Corporation administrative office. The Contractor shall maintain the Background Check reports for six years. The Corporation may audit the Contractor’s records to verify compliance with this Section.
Covenants of the Contractor. 5.1 The Contractor covenants and agrees to furnish all labour, materials, tools and equipment necessary for the performance of the Service, and to carry out such Service diligently and in a careful and professional manner.
5.2 The Contractor and its employees are required to conduct themselves at all times in a professional manner when performing the Service under this Contract. The Contractor agrees to implement and maintain a dress and grooming code compatible with the highest industry standards.
5.3 The Contractor shall comply with all legislation directly or indirectly applicable to the performance of its obligations under this Contract.
5.4 The Contractor shall promptly provide such reports on the progress and results of the performance of the Service as Canada Post may require.
5.5 The Contractor shall not in any way alter the scope of the Service without prior written consent of Canada Post.
5.6 The Contractor shall not use Canada Post trade-marks and logos without the express written consent of Canada Post, or unless required in the Contract.
Covenants of the Contractor. The Contractor hereby covenants to the Company as follows, which covenants shall be deemed in force unless and until this Agreement is terminated as provided herein:
(a) The Contractor shall punctually perform and observe all of its obligations and agreements contained in this Agreement.
(b) The Contractor shall conduct its business in compliance with all applicable Governmental Rules, and its activities shall not violate any governmental rules relating to the registration or the activities of securities brokers and dealers. To the extent that this covenant to comply with all Governmental Rules conflicts with any other covenant contained in this Agreement, the covenant to comply with all Governmental Rules shall control.
(c) Except as provided in this Agreement, the Contractor shall not take any action, or permit any action to be taken by others, which would excuse any person from any of its covenants or obligations under any Note, or under any other instrument related to a Note, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Note or any such instrument or any right in favor of the Company in a Note or such instrument, without the written consent of the Company.
(d) The Contractor shall not assign this Agreement or any of its rights, powers, duties or obligations hereunder without the express prior written consent of the Company, which shall not be unreasonably withheld.
(e) At all times during the term of this Agreement, the Contractor shall provide all information relating to the Offering, the Renewable Note Program or the Note Portfolio reasonably requested by the Company in a timely manner and shall use its best efforts to insure that such information is complete and accurate in all material respects.
(f) The Contractor shall take such additional action as is reasonably requested by the Company in order to carry out the purposes of this Agreement. Such reasonable additional action includes, but is not limited to, cooperating with Company in verification of Contractor’s compliance, such as by providing copies of certificates of insurance and of other books and records of Contractor, and by permitting inspection of the premises, books and records of Contractor.
Covenants of the Contractor. (a) The Contractor will not (i) --------------------------- vote to enable, or take any other action to permit the SSI Holdings Subsidiary to issue limited liability company interests or other ownership or equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any limited liability company interests or other ownership or equity securities of any nature of the SSI Holdings Subsidiary, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Contractor's right, title and interest in the SSI Holdings Subsidiary or (iii) take any action which could result in the Contractor's right, title and interest in the SSI Holdings Subsidiary becoming subject to a lien, trust, pledge or security interest.
(b) The Contractor shall cause the SSI Holdings Subsidiary to not (i) vote to enable, or take any other action to permit the SSI Subsidiary to issue limited liability company interests or other ownership or equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any limited liability company interests or other ownership or equity securities of any nature of the SSI Subsidiary, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the SSI Holdings Subsidiary's right, title and interest in the SSI Subsidiary or (iii) take any action which could result in the SSI Holdings Subsidiary's right, title and interest in the SSI Subsidiary becoming subject to a lien, trust, pledge or security interest, except for the security interests created by the Lender Pledge Agreement and the Subordinated Pledge Agreement.
Covenants of the Contractor. 3 4.1 Employees...................................................... 3 4.2
Covenants of the Contractor. 13.1 The Contractor will:
(a) make application for, obtain and remit to the Province any applicable refund or remission of federal or provincial tax or duty available with respect to any items used in connection with this Agreement or any Modular Classroom Contract but not including input tax credits relating to HST;
(b) comply with all applicable laws;
(c) comply with all promises, commitments and assurances made by it in the Proposal Extracts and in Appendix 2 – Pricing and Schedule Commitments except to the extent that to do so would be contrary to an express provision of this Agreement; and
(d) comply with all Modular Classroom Contracts.
Covenants of the Contractor. The Contractor covenants to the Owner:
4.1 To perform the work and meet the specifications as set forth in Appendix “A” – Operational Requirements for the Collection of Residential Municipal Solid Waste of this contract;
4.2 To operate the collections consistent with the conditions of this document and in accordance with the waste management permit;
4.3 To use the commercial tipping fee rate for the landfill provided in the Tender for the disposal equipment that was listed on the attached tender form, any additional equipment that Contractor may add to his/her operation, the tipping fee rate will have to be evaluated between Contractor and Owner concerning commercial rate for the landfill tipping fee;
4.4 To observe, abide by and comply with all applicable laws, bylaws, orders, direction, ordinances and regulations of any competent governmental authority in any way affecting this contract;
4.5 That this contract is not an agreement of employment. The Contractor is an independent contractor and nothing herein shall be construed to create a partnership, joint venture or agency and neither part shall be responsible for the debts or obligations of the other. It is understood that this contract is strictly between the Owner and the Contractor and in no way shall be interpreted as an employment relationship between the Owner and the Contractor and their employees and/or its agents and/or their employees, and/or its contractors and/or their employees. Should any differences arise between the Contractor and any of its employees and/or its agents and/or their employees and/or their contractors and/or their employees, they shall be resolved directly between them and the Contractor in this connection;
4.6 That the Owner shall not be responsible for payment of any of the following:
4.6.1 Employment insurance;
Covenants of the Contractor. The Contractor hereby covenants that he will at all times:
a) exercise due and proper care in the supply of the System and/or the Services;
b) work diligently to protect and promote the interests of A Company;
c) not incur any liability on behalf of A Company or in any way pledge or purport to pledge its credit or accept any offer or make any contract binding upon A Company without A Company’s prior written consent and approval of terms;
d) not assign transfer or otherwise deal with this Agreement in any way, or appoint any person to carry out its obligations under this Agreement without the consent of A Company; and
e) not undertake to perform any other activities, which are detrimental to or in conflict with the supply or the System and/or the Services.
Covenants of the Contractor. The Contractor agrees to:
(a) comply with all laws, rules, ordinances and regulations of all federal, state or local political bodies having jurisdiction over the Services;
(b) not portray or represent itself as an agent of the Company.
Covenants of the Contractor. The Contractor covenants as follows, and further covenants that on and after the date of this Agreement and for so long as this Agreement or any clause hereof shall remain in effect:
