Obligation of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities regulators requiring such filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. The Fund shall bear the costs or registration and qualification of its Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios) for the Shares as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Fund or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be borne by the Company. In the event that the Company requests that the Fund or its designee provide the Fund's prospectus in a "camera ready" format, the Fund shall be responsible solely for providing the prospectus in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses.
2.3 The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Fund or its designee. The Fund or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Contract funded by the Shares...
Obligation of the Parties. The parties agree to the following obligations under this MOU:
a. SBA agrees to provide IEDC from the ARPA Act an amount not to exceed the amount listed in Section II(f), which may be amended from time to time. IEDC agrees to return to SBA any unused funds.
b. IEDC will follow federal expenditure procedures as outlined in the State Board of Accounts manual.
c. IEDC acknowledges that it is a Subrecipient Agency as the term is used in the State Board of Accounts manual.
d. IEDC will administer the Program in accordance with federal laws and guidance of the ARPA Act, U.S. Treasury guidance and policies, OMB and SBA policies and procedures, State Board of Accounts guidance on administration and tracking of federal COVID funds, and any policies or procedure implemented by IEDC for administration of the program. IEDC’s responsibilities to administer the Program include: • Provide communications and monthly reports to the Director of the OMB and the Director of SBA regarding the status of the Program, including a detailed breakdown of the expenditures reimbursed under the Program and an explanation of why those expenditures were necessary to respond to the COVID-19 public health emergency. • SBA will assist IEDC as necessary with the administration of the Program.
Obligation of the Parties. 2.4.1 The Recipient will:
a. Perform undesirable plant management activities (coordination, planning, surveying, implementation, and reporting) in accordance with the treatment plans as agreed upon in planning and coordination meetings.
b. Submit annual performance progress reports (Attachment G) and annual financial reports, SF425 (Attachment I), during the performance period. Reports shall contain a narrative of work performed during the season and detail how goals and objectives were met.
c. Comply with OSHA regulations, the safety regulations defined in the Corps of Engineers Safety Manual EM 385-1-1, and all federal, state and local laws, regulations, rules and orders.
d. Conform with State and Federal laws and regulations pertaining to Wage and Hours, Equal Employment Opportunity, Civil Rights, and Child Labor.
Obligation of the Parties. 8.1 Following commencement of the Joint Service operated hereunder, the Parties shall not compete with the Joint Service, either directly or indirectly, in the Trade.
8.2 Notwithstanding the foregoing, the Parties may reach agreement as to specific business activities that will not be prohibited under Article 8.1. Furthermore, nothing herein shall prevent any of the Parties from continuing to offer individual non- container vessel services with respect to cargo in the Trade or other trades.
Obligation of the Parties. Without prejudice to Section 6 of the Agreement, each Party represents and warrants that, in relation to the Processing of Personal Data for its own Purposes in the context of the Services, it acts as a Controller and that it:
3.1. complies with EU Data Protection Law in respect of Processing of Personal Data (Lawfulness of processing);
3.2. relies on a valid legal ground under EU Data Protection Law for each of its own Purposes, including obtaining Data Subjects’ appropriate consent if required or appropriate under EU Data Protection Law (Legal ground);
3.3. provides appropriate notice to the Data Subjects regarding the Processing of Personal Data for its own Purposes, in a timely manner and at the minimum with the elements required under EU Data Protection Law (Notice);
3.4. takes reasonable steps to ensure that Personal Data is accurate, complete and current; adequate, relevant and limited to what is necessary in relation to the Purposes for which they are processed; and kept in a form which permits identification of Data Subjects for no longer than is necessary for the Purposes for which the Personal Data are processed unless a longer retention is required or allowed under applicable law (Accuracy, data minimization and data retention);
3.5. implements appropriate technical and organizational measures to ensure, and to be able to demonstrate, that the Processing of Personal Data is performed in accordance with EU Data Protection Law (Accountability);
3.6. responds to Data Subject requests to exercise their any rights granted to individuals under EU Data Protection law, including but not limited to the right of (a) access, (b) rectification, (c) erasure, (d) data portability, (e) restriction of Processing, and (f) objection to the Processing in accordance with EU Data Protection Law (Data Subjects’ Rights); and
3.7. cooperates with the other Party to fulfil their respective data protection compliance obligations under EU Data Protection Law (Cooperation).
Obligation of the Parties. (a) The Receiving Party agrees that Confidential Information is to be considered confidential and proprietary to the Disclosing Party, and the Receiving Party shall keep the same confidential, shall not use Confidential Information contrary to this Agreement and shall not disclose such Confidential Information to any party except as permitted in this Agreement. Confidential Information shall not be used by the Receiving Party in the furtherance of its business interests with its other customers or clients and shall solely be used in connection with the evaluation of entering into an agreement for the exchange of services or in the provision of services to the Disclosing Party.
(b) Notwithstanding the above, the Receiving Party may disclose Confidential Information to its Representatives that have a need to know such information to perform their duties and have been advised to keep Confidential Information confidential in accordance with this Agreement. The Receiving Party shall limit the disclosure of Confidential Information to those of its Representatives to whom disclosure is reasonably necessary. The Receiving Party shall not make any other use, in whole or in part, of any Confidential Information without the prior written consent of the Disclosing Party.
(c) Each Party agrees that it and its Representatives will not disclose to any other person the fact that the Confidential Information has been made available to such Party, that discussions or negotiations are taking, or have taken, place or any of the terms, conditions or other facts with respect thereto. For purposes hereof, such information shall be deemed "Confidential Information" except to the extent the context would require otherwise.
(d) Each Party agrees that, in complying with its obligations under this Agreement, such Party shall use the same means it uses to protect its own confidential proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of Confidential Information.
(e) Each Party shall be liable and responsible for any disclosure or use of Confidential Information other than as permitted under this Agreement by any person or party to whom such Party discloses Confidential Information; for the avoidance of doubt, such liability and responsibility extends to any use or disclosure contrary to the terms hereof by Representatives to whom Confidential Information is disclosed pursuant to paragraph 2(c) above.
Obligation of the Parties. Should any dispute arise between the University and the Union as to the meaning and application of the provisions of this Agreement, it is agreed by the parties that there shall be no slowdown or stoppage of work on account of such dispute, and an xxxxxxx effort shall be made to settle without delay any such dispute in accordance with the procedure provided herein.
Obligation of the Parties. 14.1 The Client undertakes:
(a) to remunerate the Advisory Consortium for the Services in a timely manner in accordance with the terms and conditions set out in this Agreement;
(b) to use its reasonable endeavors to ensure that the Advisory Consortium has timely and adequate access to all information, personnel and documentation available to the institution that will be required by the Advisory Consortium to render the services;
(c) to inform the Advisory Consortium of any information or developments which may come to their attention during the duration of the Agreement, which might have a bearing on or be relevant to the Services to be provided by the Advisory Consortium;
(d) to co-operate with the Advisory Consortium (to the extent reasonably requested and possible for it) at all times for the purposes of facilitating a timely and efficient delivery of the Services;
14.2 The Advisory Consortium undertakes:
(a) to perform the Services using reasonable skill and care in accordance with applicable professional standards;
(b) to devote the necessary time and attention to providing the Deliverables, as set out in the Deliverables schedule, and not engage in any business or activity that will prevent the Advisory Consortium from providing the Services;
(c) to maintain, at all times, the highest degree of good faith towards the Client and to ensure that no conflict of interest materializes, and in the event of a conflict of interest arising, to immediately advise the Client of the same. The Parties shall seek to resolve the situation as quickly as possible, however, in the event that the situation cannot be resolved within thirty (30) days the Client or the Lead Advisor may refer the matter for dispute resolution in terms of Clause 16.18 of this Agreement. A deliberate failure by the Advisory Consortium to inform the Client of any conflict of interest shall amount to a material breach of the Agreement and may entitle the Client to terminate the Agreement forthwith;
(d) to render the services in accordance with the Scope of Work, Deliverables, timeframes and specifications, as set out in the Deliverables schedule, annexed hereto, as amended by written agreement of the Parties;
(e) that all actions and commitments agreed upon or pursuant to the Assignment Team meetings or Agreement, will be strictly adhered to;
(f) to provide the Client with any information and reports reasonably requested by the Client in connection with the Services to the extent that the same ...
Obligation of the Parties. (a) Subject to the terms and conditions herein and for the Term, the Parties shall perform the obligations defined in Appendix 1 (Obligation of the Parties), including, without limitation, the provision of the services to the Company by PMO (the “Services”). The Appendices referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
(b) Notwithstanding the definition of the “Services” as set forth above, it is acknowledged and agreed by the Company that PMO carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or broker/dealer within the meaning of the applicable state and federal securities laws. It is also acknowledged and agreed by the Company that it is the Company’s responsibility to obtain necessary professional advice, including but not limited to legal, accounting and tax from respective professional for any document or paperwork created, filed, signed and/or submitted in connection with the Company’s initial public offering, as well as any actions to be taken by the Company in connection with the Company’s initial public offering; and there is no guarantee that the results desired by the Company will be achieved.
(c) The Company acknowledges that the Services of PMO shall not be dedicated or full-time staff nor shall PMO be required to render any specific number of hours or assign specific personnel to the Company or its projects.
(d) Notwithstanding the definition of the “Services” as set forth above, the Company acknowledges and agree that the PMO will specifically not provide any of the following services to the Company: (i) negotiation for the sale of any the Company’s securities or participation in discussions between the Company and the potential investors; (ii) assisting in structuring any transactions involving the sale of the Company’s securities; (iii) engagement in any pre-screening of potential investors to determine their eligibility to purchase any securities or engaging in any pre-selling efforts for the Company’s securities; (iv) discussing details of the nature of the securities sold or whether recommendations were made concerning the sale of the securities; (v) engagement in due diligence activities; (vi) providing advice relating to the valuation of or the financial advisability of any investments in the Company; (vii) handling any funds or securities on beha...
Obligation of the Parties. All parties to a grievance shall be obligated to abide by all of the provisions of this Article for the processing of the grievance and shall be obligated to abide by all other provisions of this Agreement during the pendency of the grievance. The District shall not be obligated to accept, hear, render a decision upon, or provide any redress regarding a grievance not pursued in accordance with the provisions of this Article.
