Separate Obligations These obligations are independent of Borrower’s obligations and separate actions may be brought against Guarantor (whether action is brought against Borrower or whether Borrower is joined in the action).
Contractor Obligations After receipt of the Notice of Termination and except as otherwise directed by the State, the Contractor shall immediately proceed to:
a. To the extent specified in the Notice of Termination, stop work under the Contract on the date specified.
b. Place no further orders or subcontracts for materials, services, and/or facilities except as may be necessary for completion of such portion(s) of the work under the Contract as is (are) not terminated.
c. Terminate and cancel any orders or subcontracts for related to the services, except as may be necessary for completion of such portion(s) of the work under the Contract as is (are) not terminated.
d. Transfer to the State all completed or partially completed plans, drawings, information, and other property which, if the Contract had been completed, would be required to be furnished to the State.
e. Take other action as may be necessary or as directed by the State for the protection and preservation of the property related to the contract which is in the possession of the contractor and in which the State has or may acquire any interest.
f. Make available to the State all cost and other records relevant to a determination of an equitable settlement.
Maintenance Obligations Local Agency shall maintain and operate the Work constructed under this Agreement at its own cost and expense during their useful life, in a manner satisfactory to the State and FHWA. Local Agency shall conduct such maintenance and operations in accordance with all applicable statutes, ordinances, and regulations pertaining to maintaining such improvements. The State and FHWA may make periodic inspections to verify that such improvements are being adequately maintained.
Third Party Obligations 3.1. The THIRD PARTY shall:-
3.1.1. not divulge the Confidential Information to any party other than as provided for in this Confidentiality Agreement;
3.1.2. use the Confidential Information only for the purposes necessary in providing the services for which he is engaged by the AUTHORITY; and
3.1.3. make no commercial use of the Confidential Information or any part thereof.
3.2. Notwithstanding the foregoing, the THIRD PARTY shall be entitled to make any disclosure required by law of the Confidential Information and shall notify the AUTHORITY of so doing in accordance with the provisions of paragraph 6.
USER OBLIGATIONS As a user of the Website or Services, You may be asked to register with Us. When You do so, You will choose a user identifier, which may be Your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, Your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable You to use the Website and Services. You must not share such identifying information with any third party, and if You discover that Your identifying information has been compromised, You agree to notify Us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of Your identifying information as well as keeping Us apprised of any changes to Your identifying information. Providing false or inaccurate information, or using the Website or Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.
Supplier Obligations 7.1 The Supplier shall:
7.1.1 at all times allocate sufficient resources to supply the Services in accordance with the Contract;
7.1.2 provide and fulfil any ancillary or incidental service, function or responsibility not specified in the Service Specification where such service, function or responsibility is necessary for the proper performance of the relevant Services;
7.1.3 obtain, and maintain throughout the duration of the Contract, all the consents, approvals, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary for the provision of the Services or performance of any other obligation under this Contract;
7.1.4 ensure the Supplier Assets used in the performance of the Services will be free of all encumbrances (except as agreed in writing with the Authority);
7.1.5 ensure that in the performance of its obligations under the Contract it does not disrupt the operations of each Commissioning Body and their respective Personnel;
7.1.6 ensure that any documentation, information and training provided to each Commissioning Body under this Contract (including in relation to the use of the Website) is comprehensive, accurate and prepared in accordance with Good Industry Practice;
7.1.7 co-operate with the Other Supplier(s) and provide reasonable information (including any documentation), advice and assistance in connection with the Services to the Other Supplier(s) including to enable such Other Supplier(s) to provide services to the respective Commissioning Bodies and, on the expiry or termination of this Contract for any reason, to enable the timely transition of the Services (or any of them) to the respective Commissioning Bodies and/or to any Replacement Supplier;
7.1.8 to the extent it is legally able to do so, hold on trust for the sole benefit of the Authority, all warranties and indemnities provided by third parties or any Sub- contractor in respect of any Deliverables and/or the Services and, where any such warranties are held on trust, at its cost enforce such warranties in accordance with any reasonable directions that the Authority may notify from time to time to the Supplier;
7.1.9 unless it is unable to do so, assign to the Authority on the Authority’s written request and at the cost of the Supplier any such warranties and/or indemnities as are referred to in Clause 7.1.8;
7.1.10 provide each Commissioning Body with such advice and assistance as that Commissioning Body may reasonably require during the Contract Period in respect of the supply of the Services;
7.1.11 gather, collate and provide such information and co-operation as the Authority may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under the Contract;
7.1.12 notify the Authority of any circumstances suggesting that a change of Control of the Supplier is planned, in contemplation or has taken place;
7.1.13 notify the Authority in writing of any material detrimental change in the financial standing and/or any change in the credit rating of the Supplier;
7.1.14 subject to Clause 33.6, notify the Authority in writing within ten (10) Working Days of their occurrence, of any actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it that might affect its ability to perform its obligations under the Contract; and
7.1.15 ensure that neither it, nor any of its Affiliates or Personnel, bring any Commissioning Body into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in that Commissioning Body, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Contract.
Developer Obligations In accordance with applicable NYISO requirements, Developer shall maintain satisfactory operating communications with Connecting Transmission Owner and NYISO. Developer shall provide standard voice line, dedicated voice line and facsimile communications at its Large Generating Facility control room or central dispatch facility through use of either the public telephone system, or a voice communications system that does not rely on the public telephone system. Developer shall also provide the dedicated data circuit(s) necessary to provide Developer data to Connecting Transmission Owner and NYISO as set forth in Appendix D hereto. The data circuit(s) shall extend from the Large Generating Facility to the location(s) specified by Connecting Transmission Owner and NYISO. Any required maintenance of such communications equipment shall be performed by Developer. Operational communications shall be activated and maintained under, but not be limited to, the following events: system paralleling or separation, scheduled and unscheduled shutdowns, equipment clearances, and hourly and daily load data.
Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.
Customer Obligations 41.1. The Customer undertakes to use the Services strictly in accordance with the Contract and such other conditions as may be notified in writing to the Customer by Comtact from time to time and in accordance with the relevant provisions of the Communications Xxx 0000 with any other applicable laws and regulations, any directions given by the Director General of the office of Telecommunications or other competent authority.
41.2. The Customer will ensure that neither the Customer nor anyone under their control may use the Services:- o as a means of communication for a purpose other than that for which the Services are provided or in a manner in which constitutes a violation or infringement of the rights of any other party; o to make offensive, indecent, menacing, nuisance or hoax calls or calls of a defamatory character or fraudulently or in connection with a criminal offence.
41.3. The Customer hereby indemnifies and shall keep indemnified Comtact against all liabilities, claims, damages, losses and expenses arising from any breach of the Customer’s obligations in clause 41.2 and against any claim which is made against Comtact and/or the TSP because the Services are misused in any way by the Customer. Comtact or TSP reserve the right to take further action as specified in clause 46.
41.4. In respect of LCR Services the Customer is responsible for checking that the Customer is not currently in a contract with any other supplier(s) before changing over the line rental or LCR services to Comtact. Comtact will not be liable for any cancellation charges or other fees charged by the Customer’s previous supplier.
41.5. The Customer will comply with current regulations for NGNs which includes but is not limited to the following: o the Customer will provide the caller pricing information for each number wherever the number is printed or published. o the Customer will notify callers of undue delays between a call being connected and the caller accessing the service o where required the Customer will obtain prior permission for premium rate numbers 41.6. Comtact cannot be held responsible for any costs, consequential or otherwise, incurred by the Customer in preparation for the commencement of services until such time that Comtact confirms the activation of NGN number(s). The Customer should not undertake any marketing activities or publication of numbers until an order confirmation has been received from Comtact.
Performance Obligations The Purchaser shall have performed in all respects all obligations required to be performed by it under this Agreement at or prior to the Closing.
