OBLIGATIONS AND RIGHTS OF THE PARTIES. 5.1 The client shall be under obligation:
OBLIGATIONS AND RIGHTS OF THE PARTIES. 12.5.1 Customer/card owner is obliged to:
OBLIGATIONS AND RIGHTS OF THE PARTIES. 3.1 Creation of Retailer's Web Site. -------------------------------
OBLIGATIONS AND RIGHTS OF THE PARTIES. 6.1 The Customer hereby undertakes to:
OBLIGATIONS AND RIGHTS OF THE PARTIES. Clause 22 – Obligations of the Policy Holder and of the Insured
OBLIGATIONS AND RIGHTS OF THE PARTIES. Each of the parties represents and warrants that it has taken all necessary action to enter into, and perform its obligations under, this Agreement, that the person executing this Agreement on behalf of such party is duly authorized to do so, and that this Agreement represents a legal, valid, and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights. The Company has the obligation to deliver the Products on time and with the quality agreed. Nevertheless, the Company can accept or refuse the orders for non-payment or grave misconduct against the terms and conditions of this contract and, in this case, will inform the Customer about this situation within five (5) working days from the order reception or the grave misconduct. The Customer will be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments, processing, registration and other fees and processes of any kind imposed by governmental or other authority in respect of the purchase, import, sale or resale of the Products within the Territory. Any and all expenses, costs and charges incurred by the Customer in performance of its obligations under this Agreement will be paid by the Customer. This Agreement includes only a sales permit, it does not include any commitment nor obligation by the Company regarding the procedures, communications, regulations and registration in this regard. The Customer undertakes to indemnify and hold harmless the Company in this regard. If the Products cannot be sold in a particular area of the Territory because the CE mark or 510(k) submission to the FDA is not accepted and/or the Products are not yet registered, the Customer will not be entitled to any claim nor right nor compensation in its favour for this reason; provided, that if the Company has not commenced delivery of Products in accordance with the terms of this Agreement no later than December 31, 2022 (whether as a result of a failure to obtain the FDA clearance or otherwise, but subject to extension equal to any period of (i) force majeure if the force majeure provisions in Clause 11 are applicable to such failure or (ii) delay caused by the Customer’s failure to comply with its obligations in this Agreement) (the “Outside Supply Date”), then the Customer may in the Customer’s so...
OBLIGATIONS AND RIGHTS OF THE PARTIES. Personal information
OBLIGATIONS AND RIGHTS OF THE PARTIES. (a) Customer hereby warrants and represents, on a continuous basis throughout the Term of the Service Agreement, that all Personal Data provided or made available by Customer to Alemira for processing pursuant to the Service Agreement has been lawfully collected by Customer and transferred to Alemira in compliance with Data Protection Laws. During the Term of this DPA, Customer is solely responsible for obtaining and maintaining all necessary approvals, consents, authorizations and licenses from each and every Data Subject as required under Data Protection Laws to enable Alemira to process the Personal Data pursuant to the Service Agreement and DPA and to exercise its rights and fulfil its obligations under this DPA.
OBLIGATIONS AND RIGHTS OF THE PARTIES. 10.1. The operator undertakes:
OBLIGATIONS AND RIGHTS OF THE PARTIES. 16 Section 6.1 Noble Function 16 Section 6.2 Sumitomo Function 16 Section 6.3 Land 17 Section 6.4 Equipment 17 Section 6.4 Agreement with the Company 17 Section 6.5 Non-Competition 17 Section 6.6 Intellectual Property 18 ARTICLE VII ADDITIONAL FUNDING 18 Section 7.1 Financing 18 Section 7.2 New Shares 19 Section 7.3 Failure to Contribute 19 ARTICLE VIII TRANSFER OF SHARES 20 Section 8.1 Restriction on Transfer 21 Section 8.2 Right of First Refusal 21 Section 8.3 Mandatory Transfer 22 Section 8.4 Transfer to Holding Company 23 ARTICLE IX TERM AND TERMINATION 23 Section 9.1 Term 24 Section 9.2 Accumulated Losses 24 Section 9.3 Buyout Procedures in Case of Deadlock 25 Section 9.4 Events of Default 26 Section 9.5 Liquidation Procedures 26 ARTICLE X OPERATING POLICY 27 Section 10.1 Dividend Policy 28 Section 10.2 Material Supply 28 Section 10.3 Parties’ Liability 28 ARTICLE XI MISCELLANEOUS 28 Section 11.1 Confidentiality 28 Section 11.2 Governing Law 29 Section 11.3 Assignment 29 Section 11.4 Entire Agreement 29 Section 11.5 Notice 30 Section 11.6 Sumitomo Parties 31 Section 11.7 Severability 31 Section 11.8 Legend 31 Section 11.9 Counterparts 31 SCHEDULE 1 TRANSFER OF SHARES 34 SCHEDULE 2 BANK ACCOUNT 35 SCHEDULE 3 APPOINTMENT OF DIRECTORS AND OFFICERS 36 EXHIBIT A NEW ARTICLES 37 EXHIBIT B SHARE SALES AND PURCHASE AGREEMENT 38 JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (“Agreement”) is made into this 7th day of October, 2008 by and among: NOBLE EUROPEAN HOLDINGS B.V., a private company with limited liability duly organized and validly existing under the laws of the Netherlands, having its principal place of business at 1043 BW, Xxxxxxxxx 000, Xxxxxxxxx, xxx Xxxxxxxxxxx (“Noble”); SUMITOMO CORPORATION, a corporation duly organized and validly existing under the laws of Japan, having its principal place of business at 0-0-00 Xxxxxx, Xxxx-xx, Xxxxx, Xxxxx (“SC”); SUMITOMO CORPORATION of America, a corporation duly organized and validly existing under the laws of the State of New York having its principal place of business at 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000, X.X.X. (“SCOA”); SUMITOMO CORPORATION THAILAND, LTD., a corporation duly organized and validly existing under the laws of the Kingdom of Thailand having its principal place of business at 20&21 Floors, M. Thai Tower, All Seasons Place, 00 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxxxxx Xxxxxxx 00000, Xxxxxxxx (“SCT”); and
