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Navy Computer-Based and Other Resources Sample Clauses

Navy Computer-Based and Other Resources. (a) As of the date of this Agreement, except as otherwise expressly provided in the Schedules to this Agreement or the Separation Agreement, or as otherwise agreed to by the parties in the Merger Agreement, in any other Ancillary Agreement, or in the Project Services Agreement, or as otherwise agreed to by the parties, or unless required in connection with the performance of or delivery of a Service, Red Lion and its Affiliates shall cease to use and shall have no further access to, and Navy shall have no obligation to otherwise provide, the Navy intranet and other owned or licensed computer software, networks, hardware or technology of Navy or its Affiliates and shall have no access to, and Navy shall have no obligation to otherwise provide, computer-based resources (including e-mail and access to Navy’s or its Affiliates’ computer networks and databases) that require a password or are available on a secured access basis only. From and after the date of this Agreement, Red Lion and its Affiliates shall cause all of their personnel having access to the Navy intranet or such other Navy computer software (including source code and object code versions of any applications programs, operating system software, computer software languages, utilities, tools and other computer programs of Navy, in whatever form or media (including the tangible media upon which such are recorded or printed), together with all corrections, improvements, updates and releases thereof), networks, hardware, technology or computer based resources pursuant to the Separation Agreement, any Transaction Document or in connection with performance, receipt or delivery of a Service to comply with all security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of Navy and its Affiliates to the extent (i) set forth in Schedule D and (ii) Navy provides Red Lion a copy or summary of the applicable guideline. Red Lion shall ensure that the access contemplated by this Section 4.01 shall be used by such Red Lion personnel, employees, agents or contractors only for the purposes of performing, receiving and/or delivering the Services or as otherwise contemplated by, and subject to the terms of, this Agreement. For the avoidance of doubt, except as provided in the Project Services Agreement with regards to the Clone and MFT, as those terms are defined therein, Red Lion shall ensure that Navy computer software (including sourc...
Sample 1

Related to Navy Computer-Based and Other Resources

  • Consultant’s Contract Manager and Other Staffing Identified below are the following: (a) the Consultant’s contract manager for this Approved Service Order, and (b) the Consultant(s) and/or employee(s) of the Consultant who will be principally responsible for providing the services and deliverables. If an individual identified below does not have a current Form 700 on file with the City Clerk for a separate agreement with the City, and is required to file a Form 700, the Consultant must comply with the requirements of Subsection 17.2 of the Master Agreement, entitled “Filing Form 700.”

  • Field Examination and Other Fees Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent, and (ii) the fees, charges or expenses paid or incurred by Agent if it elects to employ the services of one or more third Persons to appraise the Collateral, or any portion thereof.

  • Utilities and Other Services 4.4.1 The Tenant shall arrange, at its own cost and expense, for the installation, connection and supply of all utilities and any other services required by it at or in relation to the Premises. 4.4.2 The Tenant shall pay to the suppliers, and indemnify the Landlord against, all charges for the installation, connection and supply of all utilities and any other services consumed or used at or in relation to the Premises and the Tenant shall comply with the requirements and regulations of the respective suppliers. Tenant to initial 4.4.3 For the purposes of this Clause 4.4, the term “utilities” shall include water, electricity, telecommunications network, gas and any water-borne sewerage systems.

  • Financial and Other Statements 6.4.1. Promptly upon receipt thereof, GCB will furnish to OFC copies of each annual, interim or special audit of the books of GCB and the GCB Subsidiaries made by its independent auditors and copies of all internal control reports submitted to GCB by such auditors in connection with each annual, interim or special audit of the books of GCB and the GCB Subsidiaries made by such auditors. 6.4.2. As soon as reasonably available, but in no event later than the date such documents are filed with the SEC, GCB will notify OFC and make available to OFC the Securities Documents filed by it with the SEC under the Securities Laws. GCB will furnish to OFC copies of all documents, statements and reports as it or any GCB Subsidiary shall send to its shareholders, the FDIC, the FRB, the Department or any other regulatory authority, except as legally prohibited thereby. Within 25 days after the end of each month, GCB will deliver to OFC a consolidated balance sheet and a consolidated statement of income, without related notes, for such month prepared in accordance with current financial reporting practices. 6.4.3. GCB will advise OFC promptly of the receipt of any examination report of any Bank Regulator with respect to the condition or activities of GCB or any of the GCB Subsidiaries. 6.4.4. With reasonable promptness, GCB will furnish to OFC such additional financial data that GCB possesses and as OFC may reasonably request, including without limitation, detailed monthly financial statements and loan reports.

  • Due Formation of Corporate and Other Buyers If the Buyer(s) is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Convertible Debentures and is not prohibited from doing so.

  • Administrative and Other Services (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services). (b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser’s possession relating to the Funds. (c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust’s registration statement (and any supplement thereto) and the Fund’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust’s registration statement and the Fund’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects. (d) Subadviser will vote the Fund’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.

  • Reports and Other Communications to Fund Shareholders The Manager shall assist in developing all general shareholder communications, including regular shareholder reports.

  • COMPENSATION AND OTHER FEES As compensation for the services provided by the Placement Agent hereunder, the Company agrees to pay to the Placement Agent: (A) a cash fee payable immediately upon the closing equal to 5% of the aggregate gross proceeds raised in the Placement. (B) Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of the Company’s common stock, no par value (the “Common Stock”), equal to 1% of the aggregate number of shares of Common Stock, plus any shares of Common Stock underlying any convertible Securities or units, excluding any warrants to purchase Common Stock, sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 ¨ Tel: 000 000 0000 Fax: 000 000 0000 xxx.xxxx.xxx ¨ Member: FINRA, SIPC Cell Therapeutics, Inc. (C) The Company also agrees to reimburse the Placement Agent’s reasonable out-of-pocket expenses (with supporting invoices/receipts) incurred in connection with Xxxxxx’x engagement, equal to the lesser of (i) $25,000 or (ii) 1.6% of aggregate gross proceeds. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.

  • Financial and Other Reports 6 (A) Owner/IRS Relationship. Owner is required to file all required Internal Revenue Service (IRS) 7 forms and meet all IRS requirements. Owner agrees to provide Broker with appropriate IRS forms (e.g., W-9) 8 before any funds are disbursed to Owner.

  • Financial Reports and Other Information (a) The Parent will maintain a system of accounting in accordance with GAAP and will furnish to the Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Parent and its Subsidiaries as any Bank may reasonably request; and without any request, the Parent will furnish each of the following to each Bank: (i) within 60 days after the end of each of the first three quarterly fiscal periods of the Parent, a copy of the Parent's Form 10-Q Report filed with the SEC; (ii) within 90 days after the end of each fiscal year of the Parent, a copy of the Parent's Form 10-K Report filed with the SEC, prepared by the Parent and containing or including as an exhibit thereto the Parent's financial statements for such fiscal year as certified by independent public accountants of recognized national standing selected by the Parent in accordance with GAAP with such accountants' unqualified opinion to the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial position of the Parent and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; (iii) within the period provided in subsection (ii) above, the written statement of the accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default or Event of Default with respect to Sections 7.11, 7.15, 7.16, and 7.17 or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the nature and period of the existence thereof; (iv) promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports the Parent sends to its shareholders, and copies of all other regular, periodic and special reports and all registration statements the Parent files with the SEC or any successor thereto, or with any national securities exchanges; and (v) within 90 days after the beginning of each fiscal year of the Parent an operating budget for the Parent and its Subsidiaries for such fiscal year of the Parent. (b) Each financial statement furnished to the Banks pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by a Compliance Certificate signed by the Parent's chief financial officer, treasurer or controller showing the Parent's compliance with the covenants set forth in Sections 7.14(k), 7.15, 7.16, and 7.17 hereof. (c) The Parent will promptly (and in any event within three Business Days after any of the President, chief executive officer, chief financial officer, chief operating officer, treasurer, assistant treasurer, or controller of the Parent has knowledge thereof) give notice to the Administrative Agent: (i) of the occurrence of any Change of Control, Default or Event of Default; (ii) of any default or event of default under any Contractual Obligation of the Parent or any of its Subsidiaries, except for a default or event of default which is not reasonably expected to have a Material Adverse Effect; (iii) of the occurrence of an event or condition which would reasonably be expected to result in a Material Adverse Effect; and (iv) of any litigation or governmental proceeding of the type described in Section 5.5 hereof.

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