Day's and Baron's Obligations Sample Clauses

Day's and Baron's Obligations. Day and Baron, jointly and severally, shall (except for Taxes for which the relevant statute of limitations shall serve to bar) indemnify, defend and hold the Buyer and its Affiliates (including, if applicable, its or their officers, directors and employees) harmless from, against and with respect to any liability, obligation or claim, or any demand, action, suit, proceeding, cause of action or damage, of whatever kind or nature whatsoever, arising out of, relating to or resulting from: (.1) any claim by a third party based on any Retained Liability or Undisclosed Company Liability (including, without limitation, any audit or administrative or court proceeding relating to Taxes which, pursuant to this Agreement, constitute a Retained Liability or an Undisclosed Company Liability); (.2) any claim by a third party based on a liability, obligation, act or omission of the Company or any Selling Shareholder which relates to the conduct of the Company's ISP Business or other operations and which arose or occurred after the Effective Date, but was not authorized in writing by the Buyer's chief executive officer; (.3) any claim by a third party based on a liability, obligation, act or omission of the Company or any Selling Shareholder which does not relate to the conduct of the Company's ISP Business or other operations regardless when it arose or occurred; (.4) the breach of any representation, warranty or covenant of the Company, Day or Baron under this Agreement; or (.5) any other breach of the duties or obligations of the Company, Day or Baron under this Agreement (together with the obligations specified in paragraph 13.3 as the same may be applicable to the foregoing, "Day's and Baron's Indemnity Obligation"); provided, however, that Day and Baron receive notice pursuant to paragraph 13.3.2 of any claim that has given or could give rise to the Day's and Baron's Indemnity Obligation within three (3) years following the Closing Date.
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Related to Day's and Baron's Obligations

  • CUSTOMER'S OBLIGATIONS 3.1 Compliance with Law and Rules and Regulations. Customer agrees that Customer will comply at all times with all applicable laws and regulations and Exodus' general rules and regulations relating to its provision of Internet Data Center Services, as updated by Exodus from time to time ("Rules and Regulations"). Customer acknowledges that Exodus exercises no control whatsoever over the content of the information passing through its sites containing the Customer Area and equipment and facilities used by Exodus to provide Internet Data Center Services ("Internet Data Centers"), and that it is the sole responsibility of Customer to ensure that the information it transmits and receives complies with all applicable laws and regulations.

  • Conditions of Company's Obligations The obligations of the Company to sell and deliver the Bonds are subject to the following conditions:

  • CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER The obligations of the Company to the Investor hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Investor with prior written notice thereof:

  • Obligations During the Employment Term, Executive will perform his duties faithfully and to the best of his ability and will devote his full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board.

  • Other Obligations and Services The Adviser shall make its officers and employees available to the Board of Trustees and officers of the Trust for consultation and discussions regarding the administration and management of the Fund and its investment activities.

  • Licensors Obligations Licensor shall supply the Licensed Subject Matter and personal appearance for the purposes of a press conference at the reasonable request of Licensee to assist in the promotion of the Products. All services will be rendered on mutually agreeable dates and locations. Any additional participation is at the sole discretion of Licensor. Any reasonable transportation expenses incurred at such appearances will be the responsibility of Licensee. Licensee shall further Licensee with sufficient information about the Licensor's schedule to adequately plan its promotions and sales programs. Any and all publicity regarding the Products shall be issued only by Licensee, subject to prior approval by Licensor ,which shall not be unreasonable withheld.

  • Vendor’s Obligations On Completion, the Vendor shall:

  • Conditions of the Company’s Obligations The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:

  • Managers’ Obligations 4.1 The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. Provided, however, that the Managers in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable.

  • Conditions of the Company’s Obligations at Closing The obligations of the Company to each Purchaser under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

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