Existing Obligations Termination of this Agreement shall not affect any obligations of the Parties under this Agreement prior to the date of termination including, but not limited to, completion of all medical records and cooperation with BCBSM with respect to any actions arising out of this Agreement filed against BCBSM after the effective date of termination. This Agreement shall remain in effect for the resolution of all matters pending on the date of termination. BCBSM's obligation to reimburse Provider for any Covered Services will be limited to those provided through the date of termination.
Ongoing Obligations I reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Confidentiality and Inventions Assignment Agreement between me and the Company dated _______________, 20__ (the “Confidentiality Agreement ”), including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company, to return to the Company (in good condition) all of the Company’s equipment, property, and documents (whether in paper, electronic, or other format, and all copies thereof) that are in my possession or control, and refrain from certain solicitation activities for a twelve (12) month period after my employment ends. I acknowledge that the execution of Exhibit A to the Confidentiality Agreement, entitled “Anthera Pharmaceuticals, Inc. Termination Certification” (the “Certification”), is required by the Confidentiality Agreement and accordingly agree to sign and return to the Company, at the same time I return the Release, the Certification (attached hereto as Appendix A) as a condition to my entitlement to the Separation Benefits. I also reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Statement of Company Policy Regarding Xxxxxxx Xxxxxxx and Disclosure of Material Non-Public Information (the “Xxxxxxx Xxxxxxx Policy”) and agree that those obligations continue to apply following my separation from employment, until such time as any material, nonpublic information possessed by me has become public or is no longer material, but not to exceed 12 months. Without limiting the foregoing, I acknowledge and agree that I shall continue to be subject to the remainder of any Quarterly Black-Out or Special Black-Out (as defined in the Xxxxxxx Xxxxxxx Policy), if such black-out period was instituted prior to my separation from employment.
Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.
Prior Obligations I represent that my performance of all terms of this Agreement as a consultant of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior or subsequent to the commencement of my Relationship with the Company, and I will not disclose to the Company, or use, any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party.
Purchaser Obligations EXPIRATION. Upon expiration of this Participating Addendum, Purchaser shall accept and take delivery of all outstanding and not yet fulfilled Purchase Orders and pay Contractor the price as set out in the Master Agreement. Notwithstanding any provision to the contrary, in no event shall a Purchaser’s Purchase Order pursuant to this Participating Addendum that is executed prior to expiration of this Participating Addendum allow for Contractor to provide Goods and/or Services more than twelve (12) months beyond the expiration date of the Master Agreement.
Buyer Obligations During the Delivery Term, Buyer shall arrange and be responsible for transmission service, including risk of transmission outage or curtailment, from the Delivery Point and bear all risks and costs associated with such transmission service, including, but not limited to, any transmission outages or curtailment. During the Delivery Term, Buyer shall Schedule or arrange for Scheduling Coordinator services with its Transmission Providers to receive the Product at the Delivery Point. During the Delivery Term, Buyer shall be responsible for all CAISO costs and charges, electric transmission losses and congestion from the Delivery Point.
Owner Obligations 1. Ownership is defined as the original purchaser of the floor; original proof of purchase may be required for a claim; this warranty is non-transferrable.
2. The original Owner must submit notice of all claims under this warranty to Mohawk Group within a reasonable time after discovery of the alleged defect and within the specified warranty period. All claims not made in writing and received by Mohawk within the time period specified above shall be deemed waived.
3. Claims must be submitted to xxx.xxxxxxxxxxxxx.xxx, or by email or phone at xxxxxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx or 0-000-000-0000.
4. Mohawk reserves the right to require physical access to damaged floor for visual inspection and/or request images of the defective flooring; If Mohawk Group determines that carpet is to be replaced or repaired under the terms of this warranty, all areas must be free of all equipment, furnishings, partitions, and the like at the Owner’s expense.
Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.
Client Obligations 3.1 The Client warrants and represents that:
3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services;
3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services;
3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Closing Obligations At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
(a) Seller shall execute, acknowledge and deliver to Buyer
(i) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and
(ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);
(b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;
(c) Seller shall deliver to Buyer possession of the Assets;
(d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time;
(e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;
(f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”);
(g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and
(h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.
