Newco Responsibilities Clause Samples
The 'Newco Responsibilities' clause defines the specific duties and obligations that the newly formed company (Newco) must fulfill under the agreement. This may include operational tasks, compliance with laws, reporting requirements, or delivery of certain products or services. For example, Newco might be responsible for maintaining records, meeting performance standards, or coordinating with other parties. The core function of this clause is to clearly allocate responsibilities to Newco, ensuring all parties understand what is expected and reducing the risk of misunderstandings or disputes.
Newco Responsibilities. NewCo will:
(a) if B&N is unable to obtain any required third party consent for the transfer of Content offered in the B&N Store immediately prior to transfer to NewCo, use commercially reasonable efforts to make such Content available to customers of the NewCo Store;
(b) be solely responsible for acquiring and pricing all Content distributed in the NewCo Windows App and the NewCo Phone App and for paying all costs associated with providing that Content;
(c) develop and distribute a NewCo Windows App that delivers a [***] experience on Windows OS pursuant to Section 2;
(d) enable users of Microsoft Products and Services to interact with Content from the NewCo Store pursuant to Section 3;
(e) use the Microsoft Commerce Platform and Microsoft ID System for commerce transactions in the NewCo Apps and Microsoft Products and Services with the NewCo Store pursuant to Section 4;
(f) expand the geographies and catalog of the NewCo Store pursuant to Section 5;
(g) develop and distribute the NewCo Phone App pursuant to Section 6; and
(h) share with Microsoft the Net Revenue pursuant to Section 7.1; provided that nothing in the foregoing clauses (c)-(h) shall expand or modify in any way the rights or obligations of any party under this Agreement.
Newco Responsibilities. In addition to its obligations in the MSA, Newco will provide or perform the following to allow ▇▇▇▇▇ Systems to perform its obligations hereunder:
Newco Responsibilities. (a) Newco’s responsibilities for the Voice Communication Management Services includes the following:
(i) End-User completion of a Help Desk service request for all voice IMAC’s;
(ii) retain all voice related leases and owned hardware; and
Newco Responsibilities. Newco shall:
A. Prepare, obtain approval of, and hold all applications, notifications, submissions and regulatory files required by the FDA and the Act relating to the Manufactured Products, except such files as are agreed to be maintained by ▇▇▇▇▇▇ or a ▇▇▇▇▇▇ third party sub-contractor pursuant to the other Agreements between Newco and ▇▇▇▇▇▇.
B. Provide ▇▇▇▇▇▇ with copy for all labeling related to the Manufactured Products, which labeling shall comply with the Act and with FDA and any relevant state or local regulatory requirements, as well as with all applicable foreign regulatory requirements.
C. Be responsible for handling product complaints and maintenance of complaint files and records related to Manufactured Products, and shall notify ▇▇▇▇▇▇ of complaints regarding Manufactured Products.
D. File with FDA medical device reports under 21 C.F.R. Part 803 regarding the Manufactured Products.
E. Administer all mandatory notifications, repairs, replacements and refunds, safety alerts, "cease distribution and notification" and mandatory recall actions, voluntary recalls, market withdrawals and stock recoveries, and device removals and corrections, as defined or understood under law or FDA policy, and related and analogous actions involving Manufactured Products.
F. Register with the FDA as a specifications developer and register with other authorities, as applicable.
G. List the Manufactured Products with the FDA or other authorities, as necessary.
H. Comply with any PMA Post-Approval Requirements applicable to the Manufactured Products.
I. Respond in a timely manner, after consultation with ▇▇▇▇▇▇ or a relevant ▇▇▇▇▇▇ third party sub-contractor, to any Form FDA-483, Warning Letter or Section 305 Notice received, and any other notices or letters received from the FDA, a state or local regulatory authority, or an analogous regulatory authority outside the United States, which relate to the Manufactured Products.
J. Provide ▇▇▇▇▇▇ with reasonable access to and a copy of such portions of Newco's regulatory files relating to the Manufactured Products as ▇▇▇▇▇▇ shall reasonably request.
K. Comply with all European Union and other foreign regulatory requirements, as applicable to the Manufactured Products.
Newco Responsibilities. In exercising the rights and privileges granted in the Franchise, Newco will have the responsibilities and obligations incumbent upon public utilities in Florida, including the obligation to:
Section 3.01 Own, manage and operate the Utility Systems within and without the City of Jacksonville in accordance with Prudent Utility Practices, and do business as a public utility.
Section 3.02 Make such capital investments in the Business from time to time as is required by Prudent Utility Practices.
Section 3.03 Fix, pledge to establish or establish, levy, regulate, impose and collect rates, assessments, fees and charges for the use or benefit of the utilities systems and to alter and amend same from time to time, in accordance with applicable state and federal laws and regulations;
Section 3.04 Ensure rates and charges made, demanded, or received for any service rendered, or to be rendered by it, and each rule and regulation of Newco, will be fair and reasonable and provided on a nondiscriminatory and non-preferential basis;
Section 3.05 Enter upon any lands, public or private, necessary to provide the Utility Services and acquire for the use of the utilities systems by grant, purchase, gift, devise, condemnation by eminent domain proceedings, exchange, lease or in any other manner, all property, real or personal, or any estate or interest therein, without limitation, used in connection with the ownership, operation and maintenance of the Utility Systems;
Section 3.06 As to the Electric Utility System:
(a) Furnish to each Person seeking electricity service reasonably sufficient, adequate, and efficient service upon terms as required by the FPSC;
(b) Construct and maintain electric facilities on, over and across or under the public rights of way as needed to furnish electric service;
(c) Have access to install and maintain the necessary facilities from a point of delivery on Newco’s electric lines to a point at which these lines terminate; and
(d) Plan, finance, sponsor, otherwise participate in projects, systems, programs or measures to promote or implement electric conservation and efficiency, power conditioning and load management.
Section 3.07 As to the Water and Wastewater Utility System:
(a) Furnish to each Person seeking potable water, irrigation water and wastewater treatment service reasonably sufficient, adequate, and efficient service upon terms as required by the FPSC;
(b) Sell water and wastewater services at wholesale and retail to any Person or e...
Newco Responsibilities. This section will describe the responsibilities that Newco is required to perform in order to complete the Change Order.
Newco Responsibilities. Newco shall:
A. Forward product complaints received on Supplied Products to ▇▇▇▇▇▇ or the relevant ▇▇▇▇▇▇ Subcontractor.
B. Cooperate, as mutually agreed by the parties, in ▇▇▇▇▇▇'▇ or a ▇▇▇▇▇▇ Subcontractor's administration of mandatory notifications, repairs, replacements and refunds, safety alerts, "cease distribution and notification" and mandatory recall actions, voluntary recalls, market withdrawals and stock recoveries, and device removals and corrections, as defined or understood under law or FDA policy, or related or analogous actions involving the Supplied Products.
C. Comply with distributor medical device reporting (MDR) responsibilities as set forth in 21 C.F.R. Part 804 relating to Supplied Products, to the extent required by law.
D. Comply with European Union and any other foreign regulatory requirements, as applicable.
Newco Responsibilities