NewCo’s Obligations Sample Clauses

NewCo’s Obligations. Notwithstanding anything to the contrary in this Agreement, NewCo will not be required to perform any Service if doing so would require NewCo to (a) hire any new employees, consultants or other personnel (it being understood that, for the avoidance of doubt, employees, consultants or other personnel hired to replace employees, consultants or other personnel who may have departed or otherwise been redeployed by NewCo shall not be considered “new” for purposes of the foregoing), (b) violate any Applicable Law or NewCo internal compliance policies or procedures (so long as such policies and procedures are not implemented by NewCo for the purpose of or have the effect of (except to the extent such effect is a result of MCK being a bad actor) disproportionately discriminating against MCK) or (c) breach any contract by which NewCo is bound, provided, that NewCo will undertake good faith, commercially reasonable efforts, with MCK’s reasonable cooperation, to obtain a waiver or third-party consent if necessary to perform such Service. In addition and without limiting the foregoing, if the performance of a particular Service requires NewCo and its Affiliates to obtain any additional third-party licenses or consents, or any software, technology or other goods, services or materials that are neither in NewCo’s possession nor included in the Service Fees, then NewCo may so inform MCK’s Project Manager, and if MCK does not agree to pay actual costs for such items (with the parties consulting with each other on ways to minimize such costs), NewCo will be excused from its obligation to perform the applicable Services to the extent such items are required. To the extent that MCK directly pays a third-party the actual costs for such items, any Service Fees that were calculated assuming that NewCo would be paying such costs shall be adjusted accordingly.
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NewCo’s Obligations. In addition to any obligations imposed pursuant to the Distribution Agreement, Newco and each other member of the Newco Group shall fully cooperate with Viad and its representatives, in a prompt and timely manner, in connection with (i) the preparation and filing of and (ii) any inquiry, audit, examination, investigation, dispute, or litigation involving any Tax Return filed or required to be filed by or for any member of the Viad Group for any taxable period beginning before the Distribution Date. Such cooperation shall include, but not be limited to, making available to Viad during normal business hours, and within thirty (30) days of any request therefor, all Tax Documents, books, records and information, and the assistance of all officers and employees, necessary or useful in connection with any Tax inquiry, audit, examination, investigation, dispute, litigation or any other matter. Newco agrees on behalf of itself and each member of the Newco Group to execute and deliver to Viad, when so requested by Viad, any power of attorney required to allow Viad and its counsel to represent Newco or such other Newco Group member in any controversy which Viad shall have the right to control pursuant to the terms of Section 4.01 of this Agreement.
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NewCo’s Obligations. On and after the Distribution Date, Newco shall be jointly and severally liable for all obligations of Journal Spinco pursuant to this Agreement.
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NewCo’s Obligations. On and after the Distribution Date, Newco shall be jointly and severally liable for all obligations of Scripps Spinco pursuant to this Agreement.
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NewCo’s Obligations. NewCo shall at all times during the Service Term:
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NewCo’s Obligations. NewCo shall use commercially reasonable efforts to develop, commercialize and distribute the Product for the Indication in the Territory and to obtain any and all regulatory approvals for the Product at NewCo's sole expense. Sosei's Obligations Sosei shall provide NewCo with certain services for no charge. Costs: NewCo shall bear and cover any and all direct and indirect costs and expenses related to the Product development and/or commercialization activities. NewCo shall pay to Pluristem an amount to be negotiated in good faith and agreed upon in the Definitive Agreement (as defined below) for supplies of the Product from Pluristem or its designee.
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Related to NewCo’s Obligations

  • Licensors Obligations 4.5.1. Xxxxx the Licensee the right to use the intellectual property (the Service) as in the Agreement. Ensure 24/7 availability of the Service, apart from preventive maintenance time.

  • Vendor’s Obligations Vendor shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination Vendor will stop work to the extent specified. Vendor shall also terminate outstanding orders and subcontracts as they relate to the terminated work. Vendor shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated work. The MTC or designee may direct Vendor to assign Vendor’s right, title, and interest under terminated orders or subcontracts to the MTC. Vendor must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.

  • CUSTOMER'S OBLIGATIONS 8.1 The Customer shall:

  • Parties’ Obligations The Parties’ obligations under this Agreement will continue notwithstanding the existence of a Material Change.

  • Your Rights & Obligations You have represented fairly and accurately, to the best of your abilities, all details pertaining to the consigned item. In tandem with Collectable, you may elect to retain equity ownership in asset(s) consigned to Collectable’s platform.

  • PAYMENTS OBLIGATIONS On and after the Effective Date, the Assignee shall be entitled to receive from the Administrative Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Administrative Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Loans hereunder, (i) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Adjusted Alternate Base Rate Loans assigned to the Assignee hereunder and (ii) with respect to each ratable LIBOR Advance made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Fixed Due Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such Loan assigned to the Assignee which is outstanding on the Fixed Due Date. If the Assignor and the Assignee agree that the applicable Fixed Due Date for such Loan shall be the Effective Date, they shall agree, solely for purposes of dividing interest paid by the Borrower on such Loan, to an alternate interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the related Interest Period (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate, with respect to such Loan for such period, shall be remitted to the Assignor. In the event a prepayment of any Loan which is existing on the Effective Date and assigned by the Assignor to the Assignee hereunder occurs after the Effective Date but before the applicable Fixed Due Date, the Assignee shall remit to the Assignor any excess of the funding indemnification amount paid by the Borrower under Section 4.4 of the Credit Agreement an account of such prepayment with respect to the portion of such Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment amount were calculated based on the Agreed Interest Rate and only covered the portion of the Interest Period after the Effective Date. The Assignee will promptly remit to the Assignor (i) the portion of any principal payments assigned hereunder and received from the Administrative Agent with respect to any such Loan prior to its Fixed Due Date and (ii) any amounts of interest on Loans and fees received from the Administrative Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of ratable Adjusted Alternate Base Rate Loans or Fees, or the Fixed Due Date, in the case of LIBOR Loans, and not previously paid by the Assignee to the Assignor.]* In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto.

  • Contractor’s Obligations The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations.

  • Obligations During the Employment Term, Executive will perform his duties faithfully and to the best of his ability and will devote his full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board.

  • Seller’s Obligations At Closing, Seller shall deliver or cause to be delivered to Buyer the following:

  • AGENT'S OBLIGATIONS The Agent shall:

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