General Obligations of Parties. The Parties agree to cooperate pursuant to the terms of this Agreement with the purpose of establishing and executing the Service Provider Federation and the associated Authentication and Authorization Infrastructure by offering the End Users secure and stable services and access according to the Single Sign-On principle to CLARIN materials deposited at the Parties. Each Party represents and warrants that it will act in accordance with all applicable licenses and laws including but not limited to data protection and privacy laws. Each Party shall perform their obligations under the Service Provider Agreements of the Identity Federations, as described in more detail in Clause 4.1 and in the Annexes. Each Party shall co-operate with the technical and administrative persons of the Service Provider Federation, described in Clause 6.2, and perform all reasonable obligations required by such persons to enable the proper functioning of the AAI Services. Each Party shall reserve the personnel and other resources that are necessary for the appropriate fulfilment of the obligations of the Agreement. Each Party shall contribute to the fulfilment of the obligations of the Agreement with regard to the factors that are under its control as may be reasonably expected. Each Party shall make any and all decisions required by it without undue delay. Each Party shall carry out its obligations under the Agreement with due diligence and appropriate professional skill. Each Party is responsible for informing the End User of the relevant terms of this Agreement, especially Clauses 8 and 15. The technical and administrative contact person of each Party is named on the signature pages of each Party. The Party shall inform all the other Parties in writing of the change of its contact person.
General Obligations of Parties. The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.
General Obligations of Parties. Each Party shall fully and faithfully perform all obligations undertaken or assigned to them pursuant to the Program Documents, including the payment of amounts due as provided in section 8 of the FMA and compliance with those avoidance and minimization measures described in section 5.6.1 of the HCP.
General Obligations of Parties. 4.1. DPME shall furnish the Service Provider with all relevant information and Documentation timeously to enable the Service Provider to render the Services. The information will be accurate and complete in all material respects.
4.2. DPME shall provide the Service Provider with feedback on the quality and acceptance of Services rendered within 7 (Seven) working days from submission of deliverables, with a clear indication of areas of required improvement, if applicable.
4.3. DPME will, as far as possible, assist the Service Provider to obtain access to stakeholders to facilitate the completion of deliverables.
4.4. The Service Provider (including sub-contractors and subsidiaries of the Service Provider) may not to recruit, employ or remunerate in any way, any employee of DPME for a period of 12 months from the date of termination of this agreement. Remuneration, for the purposes of this clause, shall include any consideration whether in cash or in kind.
General Obligations of Parties. 1.1 Participant agrees and acknowledges that the data captured by the ASAM Database will include certain entity and physician and patient identifying information (which shall be encrypted during transfer and at rest in the ASAM Criteria Software system). Participant agrees that it is Participant’s responsibility to obtain any permissions required in order to submit such data for inclusion in the ASAM Database, and specifically agrees to indemnify, defend, and hold harmless ASAM and its employees, contractors, subcontractors, and agents from and against all claims and liabilities associated therewith to the extent permitted by applicable law.
General Obligations of Parties. 11.1 Hussmann and the NZ Shareholders and Stainer will exercise all their rights and powers, and generally will use their best endeavours to ensure that Newco and its Subsidiaries operate and carry on business so as to give full effect to the intentions expressed in this Agreement.
11.2 None of Hussmann or the NZ Shareholders or Stainer will mortgage charge encumber or pledge his or its shares in Newco in a way that could in any way obviate the pre-emptive rights in this Agreement without the prior written consent of the other parties.
General Obligations of Parties. 2.1 PDSVISION will perform the Maintenance Services in conformity with the terms and conditions of this Agreement, within the agreed time schedule and with due care and the professional skills required for the Maintenance Service in question. The Maintenance Services will be performed by using PDSVISION’s working methods.
2.2 PDSVISION has no obligation to the Maintenance Services for the Deliverables, which has been modified and/or customised by the Client and/or a third party. Should PDSVISION agree to maintain, support, and/or provide the Maintenance Services for the modified and/or customised Deliverables, PDSVISION may impose additional charges and conditions. PDSVISION is not responsible for any malfunction, non-performance and/or degradation of performance of the Deliverables caused by and/or resulting directly or indirectly from any alteration.
2.3 PDSVISION shall provide the Maintenance Service as a remote support service. The Client shall at its own expense procure and maintain the data communications connection necessary for the remote support as guided by PDSVISION.
2.4 The Client shall give PDSVISION correct and sufficient technical as well as other information in good time for the purpose of delivering the Maintenance Services and inform PDSVISION in good time of changes in supplied information and other necessary matters regarding the delivery of the Maintenance Services. The Client shall be liable for information, directions, orders, and for the suitability of Maintenance Services for their purpose that are delivered according to these.
General Obligations of Parties. 4.1. Span shall perform the agreed Services with all due skill, diligence, prudence and foresight which would reasonably be expected from a service provider skilled and experienced in the field.
4.2. We shall, upon your reasonable request, provide you with up-to-date User Instructions, subject to Span and third-party confidentiality restrictions. regardless of whether the activities are authorized by you, or undertaken by you, your Authorized Users, or any third party beyond our control. You confirm that you have disclosed, and that your Authorized Users agree, to their responsibilities and obligations as laid down under this Agreement.
4.4. If you become aware that any of your Authorized Users are in violation of the obligations under this Agreement, any possible misuse of your User Accounts or authentication credentials, or any security incident related to Xxxx.Xxxx, you shall immediately notify Span, suspend access to Xxxx.Xxxx by such Authorized User and cooperate with Span to address the suspected violation.
4.5. You are solely responsible for any information, instructions and material that you have given to Span for the purposes of the Agreement. We are not liable or responsible for any errors or deficiencies caused by or relating to your information, instructions and/or material.
General Obligations of Parties. Each Party shall fully and faithfully perform all obligations undertaken or assigned to them pursuant to the Program Documents.
General Obligations of Parties. Each Party shall take all steps necessary on its part to give full effect to the provisions of this Agreement and each Shareholder shall procure (so far it is able by the exercise of voting rights or otherwise so to do) that the Company and the Directors shall perform and observe the provisions of this Agreement.
