Obligations and Services Sample Clauses

Obligations and Services. 2.1.1 BioFocus and the Client shall perform their respective duties as set out in each Schedule of Work but nothing in this agreement obligates the Parties to enter into any Schedule of Work. Each Party expressly acknowledges that the purpose of this agreement is to carry out experimental research and accordingly, specific results cannot be guaranteed. Nothing in this agreement nor in the Schedules of Work should be interpreted to the contrary.
Sample 1
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Obligations and Services. Sublessee agrees that, notwithstanding anything contained in this Sublease to the contrary, Sublessor shall not be required to provide any of the services and utilities, nor to make any of the repairs or restorations, that the Master Lessor has agreed to provide or make or cause to be provided or made under the Master Lease; provided, that Sublessee shall be entitled to separate signage for the Subleased Premises wherever Sublessor is entitled to signage under the Master Lease, and Sublessee shall also be entitled to a separate listing in the building directory. In the event of any default or failure of performance by Master Lessor to make repairs or fulfill any other obligations of Landlord under the Master Lease, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Landlord to perform its obligations under the Master Lease, and if Master Lessor shall thereafter fail or refuse to remedy such default or fail to perform such obligations within any applicable period specified in the Master Lease, then Sublessee shall be entitled, at Sublessee’s option, to remedy the condition or matter referred to in its notice to Sublessor and Sublessee shall be entitled, at its option, either (i) to pursue whatever rights and remedies it may have directly against Master Lessor for recovery of all sums paid by Sublessee and all costs and expenses (including without limitation, attorneys’ fees and expenses) incurred in effecting such remedy (and Sublessor agrees to cooperate in such suit for recovery in order to provide privity of contract with the Master Lessor, at no cost to Sublessor); or (ii) to the extent Sublessor is entitled to withhold rent under the Master Lease, to deduct such amounts in whole or in part from subsequent installments of Base Rent accruing under this Sublease.
Sample 1
Obligations and Services. The service is rendered by order of FS at the place of fulfillment specified in each case by FS, with the purpose of supporting the FS customer in proper utilization of the FS products. The task of the partner includes application consulting, support during start- up, and advising the customer with regard to organizational concerns. The partner may not support the customer in software development work nor alter or expand the Xxxxxxxx software without a written order from FS, not even if the customer explicitly so desires. If the customer desires product expansions, the partner shall inform him that FS is in charge of all necessary actions here. On request by the customer, the partner may record the requirements for product expansions without engagement; he shall then forward the requirements directly to FS. The partner shall not make any commitments toward the customer with regard to software delivery dates and functions, without having a written statement and an associated explicit approval from FS for this purpose. The partner shall be obligated to be loyal to FS. He shall inform FS at once in writing regarding any and all difficulties and inadequacies resulting in the course of the project with the customer, before the customer is notified of them as defects. If the customer is not satisfied with the partner's performance and no longer desires his performance during the term of the agreement, FS shall see to a corresponding other task for the remaining term of the agreement, if necessary, and assume responsibility for this vis-a-vis the customer.
Sample 1
Obligations and Services. Because T-Mobile needs to provide quality customer support to its users, Licensor will provide T-Mobile with access, including via a direct communication channel, to Licensor’s emergency contact point 24 hours per day, 7 days per week. Licensor shall use commercially reasonable efforts to provide a system uptime (the “System Uptime”) of 95% (the “System Uptime Requirement”) with respect to the Wi-Fi Network. System Uptime shall be calculated based on the evaluation of information compiled by Licensor from input based on Licensor’smonitoring systems and/or ticket activity. Licensor will not be responsible for, any degradation of System Uptime caused by scheduled maintenance or by any force majeure event and such downtime will not count against the System Uptime calculations for such month. To help integrate the parties’ networks, software and back-end systems that are necessary to fulfill any other purposes of this Agreement (such actions are collectively the “Integration Efforts”), the parties agree to comply with the specifications attached hereto as Exhibit 1-A (the “Passpoint Specifications”) and which may be updated from time to time. The Specifications will outline the technical steps and requirements needed for integration, and the parties agree to provide the necessary information described therein. Because the parties need each other’s assistance and information to perform the integration, the Parties agree to: provide each other with access during normal working hours to the parties’ technical and other personnel for questioning and discussion regarding the Integration Efforts. Such access will require at least 24 hours’ notice if a party sends personnel on-site to any of the other party’s access points to perform any integration or testing work, or at least 12 hours if a party performs the integration and testing work remotely; and work diligently and in good faith to complete all necessary integration and development work for which Licensor is responsible for, so that T-Mobile’s customers can access the entire Licensor Wi-Fi Network as soon as practicable.
Sample 1
Obligations and Services 
Sample 1

Related to Obligations and Services

  • Conditions to All Parties’ Obligations Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:

  • Obligations of Company In addition to the obligations of the Company set forth in Section 2.1, and in no way in limitation of such obligations, whenever the Company or Pubco is required by the provisions of this Agreement to effect the registration of the Registrable Securities, the Company shall, or shall cause Pubco to: (i) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to make and to keep such registration statement effective during the Effectiveness Period, (ii) comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement for the Effectiveness Period; (iii) furnish to any Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold; (iv) use its best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as the Holders shall reasonably request, maintain any such registration or qualification current for the Effectiveness Period, and take any and all other actions either necessary or reasonably advisable to enable Holders to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Holders desire to effect such sales or other disposition; (v) take all such other actions either necessary or reasonably desirable to permit the Registrable Securities held by a Holder to be registered and disposed of in accordance with the method of disposition described herein; (vi) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering; (vii) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, such obligation to continue for the Effectiveness Period; (viii) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company or Pubco are then listed; (ix) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; and (x) use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to Section 3, if such securities are being sold through underwriters, or if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (A) an opinion, dated such date as such registration statement becomes effective, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters and to the Holders requesting registration of Registrable Securities and (B) a letter dated such date as such registration statement becomes effective, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to the Holders of a majority of the Registrable Securities being registered, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. Notwithstanding the foregoing, the Company shall not be required to register or to qualify an offering of the Registrable Securities under the laws of a state if as a condition to so doing the Company is required to qualify to do business or to file a general consent to service of process in any such state or jurisdiction, unless the Company is already subject to service in such jurisdiction.

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

  • Obligations of Licensee 2.1 Licensee is responsible for the quality and safety of its products.

  • 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.

  • Obligations of the Company Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

  • Agreement to Assume Obligations The New Issuer hereby agrees to unconditionally assume the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XIV of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of the Issuer under the Indenture.

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