Parties Obligations The Parties’ obligations under this Agreement will continue notwithstanding the existence of a Material Change.
▇▇▇▇▇ OBLIGATIONS A ▇▇▇▇▇▇▇'s acceptance of funds directly under the Grant or indirectly through a subaward acts as acceptance of the authority of the State, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. In accordance with the legislative audit committee, DFPS can request any documentation, at any time, to be sent to DFPS to a location DFPS chooses. Examples of documentation that DFPS may request include, but are not limited to: 1. Participant files in their entirety. This includes, but is not limited to: a. Progress notes. b. Action plans. c. Registration forms. d. Surveys. e. Sign-in sheets. f. Monthly tracking forms.
CONDITIONS OF THE PARTIES’ OBLIGATIONS A. This contract is contingent upon authorization of Wisconsin and United States laws and any material amendment or repeal of the same affecting relevant funding or authority of the Department of Health Services shall serve to terminate this contract, except as further agreed to be the parties hereto. B. Nothing contained in this contract shall be construed to supersede the lawful powers or duties of either party. C. It is understood and agreed that the entire contract between the parties is contained herein, except for these matters incorporated herein by reference, and that this contract supersedes all oral contracts and negotiations between the parties relating to the subject matter thereof. D. Agency shall be notified in writing of all complaints filed in writing against the Contractor. Agency shall inform the Contractor in writing with their understanding of the resolution of the complaint.
Conditions to All Parties’ Obligations The obligations of Parent and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, of the following conditions: (a) the Parent Stockholder Approval shall have been attained; (b) the Company Stockholder Approval shall have been attained; (c) the Registration Statement shall have become effective under the Securities Act, and shall not be the subject of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreement.
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.