City’s Obligations A. Following the execution of this Agreement, the CITY shall begin efforts to implement the activities described in Article I of this Agreement. The failure by the CITY to develop and implement the activities described in Article I of this Agreement shall constitute a breach of this Agreement. The CITY understands and agrees that, in the event termination of this Agreement by CITY, or pursuant to Article V of this Agreement, the CITY shall reimburse the IDC the full amount of money paid by the IDC to the CITY. B. In accordance with Chapter 2264 of the Texas Government Code, the CITY agrees not to knowingly employ an undocumented worker. During the term of this Agreement, the CITY shall notify the IDC of any complaint brought against CITY alleging that it has employed undocumented workers. If the CITY, or any branch, division or department of the CITY is convicted of a violation under 8 U.S.C. Section 1324a (f), the total amount of economic development grants it has received, together with interest at the rate of five percent (5%), shall be repaid by the CITY to the IDC not later than the one hundred twentieth (120th) day after the date the IDC becomes aware of and notifies the CITY of the violation. The CITY shall not be liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee, or by any person with whom the CITY contracts. The CITY shall reimburse the IDC the required amount within thirty (30) days of the termination of this Agreement. The CITY further certifies that CITY is following Texas Government Code Chapter 2252 (foreign terrorist organizations prohibited), Texas Government Code Chapter 2270 (boycott-Israel), and Texas Government Code Chapter 2274, (boycotts-energy company; discrimination – firearms entity or trade association). C. The CITY shall keep and maintain complete and accurate records relating to its hiring and employment of persons, which is separate and identifiable from its other records, and shall make such records available for not less than three (3) years following termination of this Agreement. The IDC and its representatives shall be entitled to inspect said records during the term of this Agreement and for three (3) years thereafter, upon reasonable notice to the CITY. The CITY’s failure to comply with this provision will constitute a breach of the Agreement.
TRANSNET’S OBLIGATIONS 8.1 Transnet undertakes to promptly comply with any reasonable request by the Supplier/Service Provider for information, including information concerning Transnet's operations and activities, that relates to the Goods/Services as may be necessary for the Supplier/Service Provider to provide the Goods/Services, but for no other purpose. However, Transnet's compliance with any request for information is subject to any internal security rules and requirements and subject to the observance by the Supplier/Service Provider of its confidentiality obligations under this Agreement. 8.2 The Supplier/Service Provider shall give Transnet reasonable notice of any information it requires. 8.3 Transnet agrees to provide the Supplier/Service Provider or its Personnel such access to and use of its facilities as is necessary to allow the Supplier/Service Provider to perform its obligations under this Agreement.
Student’s Obligations The Student agrees:
Client’s Obligations 4.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company in all matters relating to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.
Licensors Obligations 4.5.1. Xxxxx the Licensee the right to use the intellectual property (the Service) as in the Agreement. Ensure 24/7 availability of the Service, apart from preventive maintenance time. 4.5.2. Keep confidential any information, materials, documents which become available to the Licensee in the course of performance of this Agreement. 4.5.3. Duly publish the official messages (documents) related to the right to use the Service.
OBLIGATION TO SUPPORT The parties agree that subsequent to the execution of this Memorandum of Understanding and during the period of time said Memorandum is pending before the Board of Supervisors for action, neither SEIU Local 721, nor Management, nor their authorized representatives, will appear before the Board of Supervisors or meet with members of the Board of Supervisors individually to advocate any amendment, addition or deletion to the terms and conditions of this Memorandum of Understanding. It is further understood that this Article shall not preclude the parties from appearing before the Board of Supervisors nor meeting with individual members of the Board of Supervisors to advocate or urge the adoption and approval of this Memorandum of Understanding in its entirety.
PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC The obligations of each Pledgor under this Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (i) any renewal, extension, amendment or modification of or addition or supplement to or deletion from any Secured Debt Agreement or any other instrument or agreement referred to therein, or any assignment or transfer of any thereof; (ii) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such agreement or instrument including, without limitation, this Agreement; (iii) any furnishing of any additional security to the Pledgee or its assignee or any acceptance thereof or any release of any security by the Pledgee or its assignee; (iv) any limitation on any party's liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or agreement or any term thereof; or (v) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Pledgor or any Subsidiary of any Pledgor, or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not such Pledgor shall have notice or knowledge of any of the foregoing.
Processor’s Obligations Except where expressly permitted by Article 28 (3)(a) GDPR, Processor shall process data subjects’ Data only within the scope of the Agreement and the instructions issued by Controller. Where Processor believes that an instruction would be in breach of applicable law, Processor shall notify Controller of such belief without undue delay. Processor shall be entitled to suspend performance on such instruction until Controller confirms or modifies such instruction. Processor shall, within Processor’s scope of responsibility, organize Processor’s internal organization so it satisfies the specific requirements of data protection. Processor shall implement technical and organizational measures to ensure the adequate protection of Controller’s Data, which measures shall fulfil the requirements of the GDPR and specifically its Article 32. Processor shall implement technical and organizational measures and safeguards that ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services and shall implement a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. Controller is familiar with these technical and organizational measures, and it shall be Controller’s responsibility that such measures ensure a level of security appropriate to the risk. The parties agree to refer to the existing certification of Processor by Kiwa International Cert GmbH in accordance with DIN ISO/IEC 27001:2015 which is considered sufficient evidence for these purposes by Controller and which is available on the website of Processor (xxx.xxxxxxx.xxx). Processor reserves the right to modify the measures and safeguards implemented, provided, however, that that the level of security shall not be less protective than initially agreed upon. Processor shall support Controller, insofar as is agreed upon by the parties, and where possible for Processor, in fulfilling data subjects’ requests and claims, as detailed in chapter III of the GDPR and in fulfilling the obligations enumerated in Articles 33 to 36 GDPR. Processor shall ensure that all employees involved in Contract Processing of Controller’s Data and other such persons as may be involved in Contract Processing within Processor’s scope of responsibility shall only do so within the scope of the instructions. Furthermore, Processor shall ensure that any person entitled to process Data on behalf of Controller has undertaken a commitment to confidentiality under terms similar to the confidentiality terms of the Agreement. All such confidentiality obligations shall survive the termination or expiration of such Contract Processing. Processor shall notify Controller without undue delay if Processor becomes aware of any Data breaches within Processor’s scope of responsibility. Processor shall implement the measures necessary for securing Data and for mitigating potential negative consequences for the data subject; the Processor shall coordinate such efforts with Controller without undue delay. Processor shall notify to Controller the point of contact for any issues related to data protection arising out of or in connection with the Agreement. The Exhibit provides for a list of the initially designated persons. Processor shall correct or erase Data if so instructed by Controller and where covered by the scope of the instructions permissible. Where an erasure, consistent with data protection requirements, or a corresponding restriction of processing is impossible, Processor shall, based on Controller’s instructions, and unless agreed upon differently in the Agreement, destroy, in compliance with data protection requirements, all carrier media and other material or return the same to Controller. In specific cases designated by Controller, such Data shall be stored or handed over. The associated cost for doing so and protective measures to put in place shall be agreed upon separately, unless already agreed upon in the Agreement. Processor shall, upon termination of Contract Processing and upon Controller’s instruction, return all Data, carrier media and other materials to Controller or delete the same. Where a data subject asserts any claims against Controller in accordance with Article 82 of the GDPR, Processor shall support Controller in defending against such claims, where possible at Controller’s cost as set out in Section 6 para. 3. Controller shall notify Processor without undue delay, and comprehensively, of any defect or irregularity with regard to provisions on data protection detected by Controller in the results of Processor’s work.
Failure to Perform Obligations In the event Business Associate fails to perform its obligations under this Agreement, Covered Entity may immediately discontinue providing PHI to Business Associate. Covered Entity may also, at its option, require Business Associate to submit to a plan of compliance, including monitoring by Covered Entity and reporting by Business Associate, as Covered Entity in its sole discretion determines to be necessary to maintain compliance with this Agreement and applicable law.
Parties to Perform Obligations 16.4.1 Notwithstanding the existence of any Dispute and difference referred to the Appropriate Commission and save as the Appropriate Commission may otherwise direct by a final or interim order, the Parties hereto shall continue to perform their respective obligations (which are not in dispute) under this Agreement.