Statutory Obligations Nothing in this Agreement shall be construed to modify, eliminate or detract from the statutory responsibilities and obligations of the Employer except that the exercise of its rights in the furtherance of such statutory obligations shall not be in conflict with the provisions of this Agreement.
Primary Obligations This Guaranty is a primary and original obligation of Guarantor, is not merely the creation of a surety relationship, and shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Loan Documents. Each person executing this Guaranty as Guarantor agrees that it is directly and severally (but not jointly) with any and all other guarantors of the Guaranteed Obligations, liable to Lender, that the obligations of Guarantor hereunder are independent of the obligations of Borrower or any other guarantor, and that a separate action may be brought against each person signing as Guarantor whether such action is brought against Borrower or any other guarantor or whether Borrower or any such other guarantor is joined in such action. Guarantor agrees that any release which may be given by Lender to Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Lender shall be under no obligation to marshal any assets of Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guaranteed Obligations.
Delivery Obligations (a) The Seller shall Deliver to the Purchaser, not later than the 5th Business Day following the Determination Date for each Lot (the “Delivery Deadline”), Finished Cobalt in an amount equal to the Payable Cobalt in respect of the Parcel from which such Lot was produced (the “Delivery Amount”); provided that where such Lot is comprised of Off-Spec Material, the Seller shall provide the Purchaser with prompt (and in any event prior to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows: (i) to the extent that the Seller is able to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 5th Business Day following the Determination Date for the relevant Lot; (ii) thereafter, to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobalt. (b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;
Fiduciary Obligations The Executive agrees that Proprietary Information is of critical importance to the Company and a violation of this Section 8.02 and Section 8.03 would seriously and irreparably impair and damage the Company’s business. The Executive agrees that he shall keep all Proprietary Information in a fiduciary capacity for the sole benefit of the Company.
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.
Statutory Obligations and Regulations D1 Prevention of Corruption 19 D2 Prevention of Fraud 20 D3 Discrimination 21 D4 The Contracts (Rights of Third Parties) Act 1999 21 D5 Environmental Requirements 21 D6 Health and Safety 21
Permitted Contingent Obligations Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (g) guaranties of Permitted Debt; or (h) in an aggregate amount of $250,000 or less at any time.
Client Obligations 7.1 Client shall ensure that each Authorized User shall keep a secure password for its use of the Services, that such password shall be changed frequently and that each Authorized User password shall be kept confidential. 7.2 Client shall permit Productsup to audit Client’s use of the Services in order to establish that the use of the Services by Client is in accordance with the Scope. 7.3 Client shall: 7.3.1 timely provide all necessary cooperation and information as may be reasonably required by Productsup in order to provide the Services; 7.3.2 and shall procure that its Authorized Users shall: (i) use the Services in accordance with the terms and conditions of the Agreement; (ii) comply with all applicable laws and regulations with respect to its activities under the Agreement; (iii) only use the Services for lawful purposes; and (iv) conduct Client’s business with the highest of ethical standards and fairness. Client shall be liable for any breach of the Agreement by its Authorized Users; 7.3.3 be solely responsible for procuring and maintaining network connections and telecommunications links and resolve all problems, conditions, delays and delivery failures arising from or relating to such network connections or telecommunications links; 7.3.4 use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify Productsup; 7.3.5 be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Client Data in the use of the Services. Productsup shall not be liable for any errors or inaccuracies in (i) any information provided by Client; (ii) any Client Data, or (iii) any changes or modifications to any Client Data by Productsup upon Client’s written instructions, beyond its responsibility to accurately reproduce such Client Data on Client’s instruction; 7.3.6 be solely responsible for the creation and maintenance of the technical environment IT infrastructure regarding access to the Services, including, without limitation to the used 7.3.7 be responsible for obtaining all necessary licenses and consents required to use Client Data, if any, and including without limitation those from the owners or licensees of any third-party information) and Client warrants and represents that such licenses and consents have been obtained. 7.4 Client shall not and shall procure that its Authorized Users shall not during the course of its use of the Services, upload, input, access, store, distribute or transmit any Viruses, nor any material, including without limitation Client Data, that: 7.4.1 is Inappropriate Content; 7.4.2 is unlawful (including breach of Intellectual Property Rights of any other party), harmful, threatening, defamatory; and 7.4.3 facilitates illegal activity or is otherwise illegal or causes damage or injury to any person or property.
Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.
Obligations of the Tenant The following clauses set out what is expected of the Tenant during the Tenancy in addition to the main terms of the Tenancy Agreement. If any of these terms are broken, the Landlord may be entitled to deduct monies from the Deposit, as set out in the Agreement, claim damages from the Tenant, or seek the court’s permission to have the Tenant evicted from the Property because of the breach.