Common use of Obligations of Company Clause in Contracts

Obligations of Company. (a) Subject to Article 3 above, Company agrees to use all reasonable efforts to or cause to be sold to Distributor by one or more of Company's affiliates, on a timely basis the Product in quantities adequate to meet the needs of the market throughout the Territory. In the event that Company is unable to fill any accepted purchase order, Company shall promptly notify Distributor. Distributor shall have the right under this Agreement to cancel any quantity of Product for which Company has failed or will be unable for any reason to deliver within one (1) month following the applicable delivery date set forth in written purchase orders accepted pursuant to this Agreement. (b) Company shall inform Distributor of any orders and/or inquiries for Product in the Territory which it receives. Company shall not knowingly sell the Product to customers intending to resell the Product in the Territory. (c) To the extent permitted by law, any decision to recall or cease distribution of the Product, as a result of the Product being in violation of any law, rule or regulation or presenting a possible safety risk, shall be made by Company, after consultation with Distributor. In the event of any recall, Company shall, with Distributor's cooperation and assistance, determine the scope and form of the recall and Distributor shall conduct the recall. Company will provide Distributor with any information concerning the manufacturing of the Product which may reasonably be required by Distributor to determine the need for a recall. Costs for any recall shall be borne by the party required to indemnify the other party in relation to such recall pursuant to Article 9 hereof. Notwithstanding the foregoing, if Company fails within a reasonable period of time to recall Product delivered to Distributor pursuant to this Agreement that Distributor reasonably determines should be recalled due to safety concerns, Distributor reserves the right to recall such Product after consultation with Company and subject to such reasonable conditions and limitations as Company may request. (d) Company shall perform quality control tests and assays on raw materials and on finished Product as required under the Specifications. Distributor shall provide Company and its representatives access to Distributor's facility where Product is held, if applicable, for the purpose of performing such tests and assays. To the extent Distributor provides final packaging of Product, Distributor shall accept and warehouse on behalf of Company such bulk finished Product as Company or its designated third party manufacturer shall ship to Distributor's facility.

Obligations of Company. (a) Subject Company shall perform all of its operations on the Premises in a good and workmanlike manner and in compliance with all applicable federal, state and local laws and regulations pertaining to Article 3 aboveenvironmental protection, reclamation and bonding. Company agrees shall allow no lien to use all reasonable efforts to or cause to be sold to Distributor by one or more remain on the Premises resulting from the operations of Company's affiliates, on a timely basis the Product in quantities adequate to meet the needs of the market throughout the Territory. In the event that Company is unable to fill any accepted purchase orderHowever, Company shall promptly notify Distributornot be required to remove any such lien so long as it is contesting the validity or the amount thereof. Distributor During the period in which this Agreement is in effect, Company shall pay all taxes assessed against any improvements which it may place on the Premises and shall pay any increase in taxes on the Premises as a result of its operation thereon. Company shall not be liable for any taxes levied or measured by income of Lessor or based upon payments made to Lessor by Company under this Agreement. Commencing with the annual assessment work year beginning the first day of September immediately preceding the effective date of this Agreement, and thereafter during its term, Company shall perform Lessor’s annual assessment work requirements relating to the federal claims subject to the Agreement. Company shall timely record or furnish to Lessor for recording affidavits of such performance. The obligation to provide Lessor with recording affidavits shall cease when Company either exercises its option to purchase or this Agreement otherwise terminates prior to sixty days before the end of any assessment work year. Lessor agrees that in the event Company owns or acquires by location, purchase, lease or option the right to explore claims or groups of claims adjoining the Premises, Company shall have the right under this to perform assessment work required by the Agreement to cancel any quantity of Product for which Company has failed or will be unable for any reason to deliver within one (1) month following the applicable delivery date set forth in written purchase orders accepted pursuant to this Agreement. (b) Company shall inform Distributor a common plan of any orders and/or inquiries for Product in exploration and development which may include all or a portion of such federal claims or groups of federal claims and the Territory which it receivesPremises, whether such work is performed on or off the Premises. Company shall not knowingly sell be liable on account of holdings by any court or agency that the Product effects of work so elected and performed by Company do not constitute the required annual assessment work for purposes of preserving title to customers intending to resell such claims, provided that the Product in the Territory. (c) To the extent permitted by law, any decision to recall or cease distribution work is of the Product, kind generally accepted as assessment work and that Company has expended a result total amount sufficient to meet the minimum requirements with respect to all of the Product being unpatented federal claims. Company agrees to pay all taxes levied and assessed upon the Premises and production therefrom, including severance, ad valorem, production, sales, use and like taxes, beginning with taxes levied for the current year. If Company is in violation possession under this Agreement for only a portion of any lawa tax year, rule or regulation or presenting a possible safety risk, the tax for that year shall be made by Company, after consultation with Distributor. In prorated between Company and Lessor on the event of any recall, Company shall, with Distributor's cooperation and assistance, determine the scope and form basis of the recall and Distributor shall conduct the recall. Company will provide Distributor with any information concerning the manufacturing of the Product which may reasonably be required by Distributor to determine the need for a recall. Costs for any recall shall be borne by the party required to indemnify the other party in relation to such recall pursuant to Article 9 hereof. Notwithstanding the foregoing, if Company fails within a reasonable period of time to recall Product delivered to Distributor pursuant to this Agreement that Distributor reasonably determines should be recalled due to safety concerns, Distributor reserves the right to recall such Product after consultation with Company and subject to such reasonable conditions and limitations as Company may request. (d) Company shall perform quality control tests and assays on raw materials and on finished Product as required under the Specifications. Distributor shall provide Company and its representatives access to Distributor's facility where Product is held, if applicable, taxes for the purpose of performing such tests last preceding year, and assays. To the extent Distributor provides final packaging of Product, Distributor shall accept and warehouse on behalf of Lessor will refund to Company such bulk finished Product as Company or its designated third party manufacturer shall ship to Distributor's facilityany excess amounts paid by it.

Obligations of Company. Subject to the terms of this Agreement: (a) Subject to Article 3 above, Company agrees to use all reasonable efforts to convene and conduct the Company Meeting in accordance with the Interim Order, Company’s articles, by-laws and applicable Law as soon as reasonably practicable. To the extent the Newmarket Meeting is adjourned or cause to be sold to Distributor by one or more of Company's affiliates, on a timely basis the Product in quantities adequate to meet the needs of the market throughout the Territory. In the event that Company is unable to fill any accepted purchase order, Company shall promptly notify Distributor. Distributor shall have the right under this Agreement to cancel any quantity of Product for which Company has failed or will be unable delayed for any reason reason, the Company Meeting may also be adjourned to deliver within one (1) month following such later date such that the applicable delivery date set forth in written purchase orders accepted pursuant to this AgreementCompany Meeting and the Newmarket Meeting may occur on the same day. (b) Company shall inform Distributor not, except as required for quorum purposes, as required by Law, or otherwise as permitted under this Agreement, adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Company Meeting without Newmarket’s prior written consent, such consent not to be unreasonably withheld or delayed, provided, however, that, if Company provides Newmarket with a Superior Proposal Notice on a date that is less than ten (10) days prior to the Company Meeting, Company may, and shall upon the request of any orders and/or inquiries for Product in Newmarket, adjourn the Territory which it receives. Company shall Meeting to a date that is not knowingly sell later than ten (10) days after the Product to customers intending to resell scheduled date of the Product in the TerritoryCompany Meeting. (c) To As promptly as reasonably practicable following execution of this Agreement, but subject to Subsection 2.3(a), Company shall (i) together with Newmarket, prepare the extent permitted Joint Circular, (subject to Newmarket’s right to prepare a notice of Newmarket Meeting and accompanying management information circular of Newmarket in lieu of any such Joint Circular), together with any other documents required by law, applicable Laws and (ii) cause the Joint Circular to be sent to Company Shareholders and any decision other securityholders of Company and filed in all jurisdictions where the same is required to recall or cease distribution be filed in accordance with all applicable Laws and by the Interim Order. Company shall ensure that the Joint Circular complies in all material respects with all applicable Laws and without limiting the generality of the Productforegoing, as that the Joint Circular contains sufficient detail to permit the Company Shareholders to form a result of the Product being in violation of any law, rule or regulation or presenting a possible safety risk, shall be made by Company, after consultation with Distributor. In the event of any recall, Company shall, with Distributor's cooperation and assistance, determine the scope and form of the recall and Distributor shall conduct the recall. Company will provide Distributor with any information reasoned judgement concerning the manufacturing of matters to be placed before them at the Product which may reasonably be required by Distributor to determine the need for a recall. Costs for any recall shall be borne by the party required to indemnify the other party in relation to such recall pursuant to Article 9 hereofCompany Meeting. Notwithstanding the foregoing, if Company fails within a reasonable period of time to recall Product delivered to Distributor pursuant to this Agreement that Distributor reasonably determines should be recalled due to safety concerns, Distributor reserves shall retain the right to recall such Product after consultation with prepare a notice of Company Meeting and subject to such reasonable conditions and limitations as accompanying management information circular of Company may requestin lieu of the Joint Circular. (d) Company shall perform quality control tests promptly provide all information regarding Company, its subsidiaries and assays on raw materials Company Shares, including any pro forma financial statements prepared in accordance with IFRS and on finished Product applicable Laws, as required under by the SpecificationsInterim Order and applicable Laws for inclusion (or, permitted, for incorporation by reference) in the Joint Circular or in any amendments supplements to such Joint Circular. Distributor Company shall provide also use commercially reasonable efforts obtain any necessary consents from any of its auditors, technical consultants and any other advisors to the use of any financial, technical or other expert information required to be included or incorporated by reference in the Joint Circular and to the identification in the Joint Circular each such advisor. Company shall take all reasonable steps to ensure that Joint Circular does contain any misrepresentation concerning the Company (Company shall not be responsible Newmarket for any information relating to Newmarket and its subsidiaries, including in relation the Newmarket Shares, which information shall be the responsibility of Newmarket). (e) Company shall give Newmarket and its legal counsel and financial advisors a reasonable opportunity to review and comment on the Joint Circular and all such other documents and Joint Circular and all such other documents shall be reasonably satisfactory to Newmarket, acting reasonably, before they are printed, or distributed to Company Shareholders or filed with Governmental Entity, subject to any disclosure obligations imposed on Company by Securities Authorities. (f) Company shall promptly notify Newmarket if at any time before the Effective Date Company becomes aware that the Joint Circular contains a misrepresentation, or otherwise requires amendment or supplement, and the Parties shall co-operate in the preparation of any amendment or supplement to the Joint Circular as required or appropriate, and Company shall promptly or otherwise publicly disseminate any amendment or supplement to the Joint Circular Company Shareholders and, if required by applicable Laws, file the same with any Governmental Entity and as otherwise required. (g) Company shall disclose in the Joint Circular: (i) that the Company Board has received fairness opinions from the Company Financial Advisors that the Arrangement is fair, from a financial point of view, to the Company Shareholders; (ii) a summary of the general terms of the fairness opinions received from the Company Financial Advisors and such fairness opinions shall be included in the Joint Circular; (iii) that the Company Board has determined, after receiving financial and legal advice, that the Consideration to be received by Company Shareholders pursuant to the Arrangement is fair and that the Arrangement is in the best interests of Company, and the Company Board recommends that the Company Shareholders vote in favour of the Company Arrangement Resolution; and (iv) that each director and senior officer of Company that has executed a Company Voting Agreement intends to vote all of such Person’s Company Shares (including any Company Shares issued upon the exercise of any securities convertible, exercisable or exchangeable into Company Shares) in favour of the Company Arrangement Resolution, subject to the other terms of this Agreement and the Company Voting Agreements. (h) Subject to Article 7, Company shall solicit proxies from Company Shareholders in favour of the Company Arrangement Resolution and against any resolution submitted by any person that is inconsistent with, or which seeks (without Newmarket’s consent) to hinder or delay the Company Arrangement Resolution and the completion of the transactions contemplated hereby, including, if so requested by Newmarket, acting reasonably, using the services of dealers and proxy solicitation services and permitting Newmarket to otherwise assist Company in such solicitation, and take all other actions that are reasonably necessary or desirable to seek the approval of the Company Arrangement Resolution. (i) Company will advise Newmarket from time to time as Newmarket may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by Company in respect of the Company Arrangement Resolution. (j) Company will promptly advise Newmarket of any written notice of dissent or purported exercise by any Company Shareholder of Dissent Rights received by Company and its representatives access to Distributor's facility where Product is held, if applicable, for the purpose any withdrawal of performing such tests Dissent Rights received by Company and assays. To the extent Distributor provides final packaging of Product, Distributor shall accept and warehouse any written communications sent by or on behalf of Company such bulk finished Product as to any Company Shareholder exercising or its designated third party manufacturer purporting to exercise Dissent Rights. (k) Company shall ship keep Newmarket informed of any material requests or comments made by any Securities Authorities to Distributor's facilityCompany in connection with the Joint Circular and promptly provide Newmarket with copies of any correspondence received by Company from, or sent by Company to, any Securities Authorities in connection with the Joint Circular. (l) Company will provide notice to Newmarket of the Company Meeting and allow representatives of Newmarket to attend the Company Meeting. (m) If the Parties elect to prepare their own management information circulars in lieu of a Joint Circular, the provisions of this Section 2.3 shall apply to the stand-alone management information circular mutatis mutandis.

Obligations of Company. (a) Subject to Article 3 above, Company hereby covenants and agrees to use all reasonable efforts to or cause to be sold to Distributor by one or more of Company's affiliates, on a timely basis the Product in quantities adequate to meet the needs of the market throughout the Territory. In the event that Company is unable to fill any accepted purchase order, that: A. Company shall promptly notify Distributor. Distributor shall have only manufacture the right under this Agreement to cancel any quantity of Product for which Company has failed or will be unable for any reason to deliver within one (1) month following the applicable delivery date set forth in written purchase orders accepted pursuant to this Agreement.Licensed Articles as and when directed by Licensee; (b) B. Company shall inform Distributor of manufacture the Licensed Articles in accordance with requirements imposed by Licensee including, without limitation, any orders requirements regarding (i) compliance with all laws, regulations and governmental rules applicable to the Licensed Articles and/or inquiries for Product in their manufacture and (ii) affixing notices such as copyright, trademark, patent or other proprietary notices to the Territory which it receives. Licensed Articles as may be designated by HARMONIX; C. Company shall not knowingly sell supply the Product Licensed Articles to customers intending any person, firm, corporation or business entity other than Licensee; D. Company shall look solely to resell Licensee for any sums due Company for the Product manufacture of Licensed Articles; E. Company shall acquire no proprietary rights of any kind or nature, including without limitation, copyright, patent, trademark or other intellectual property rights in the Territory.Licensed Articles, all such rights vesting solely and exclusively with HARMONIX; (c) To F. Company shall allow representatives of Harmonix the extent permitted ability to inspect the manufacturing facilities used to manufacture the Licensed Articles with reasonable prior notice, during regular business hours; and G. Company shall provide Licensee and Harmonix any documentation reasonably required to confirm Company’s performance of its obligations hereunder. Certain information indicated by law[***] has been deleted from this exhibit and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under rule 24b-2. By signing in the space provided below, any decision the parties hereto have accepted and agreed to recall or cease distribution all of the Productterms and conditions hereof. Harmonix Music Systems, Inc. By: Its: ACCEPTED AND AGREED: By: Its: By signing in the space provided below, Licensee represents that it has familiarized Company with the Terms and Conditions of the License Agreement as they apply to Company. In addition, Licensee acknowledges and agrees that the approval by HARMONIX of Company as a result of the Product being manufacturer in violation no way derogates from or relieves Licensee of any law, rule or regulation or presenting a possible safety risk, shall be of its obligations under the License Agreement. Licensee affirms all representations made herein above by Company, after consultation . ACCEPTED AND AGREED: By: Its: Certain information indicated by [***] has been deleted from this exhibit and filed separately with Distributor. In the event of any recall, Company shall, with Distributor's cooperation Securities and assistance, determine the scope and form of the recall and Distributor shall conduct the recall. Company will provide Distributor with any information concerning the manufacturing of the Product which may reasonably be required by Distributor to determine the need for a recall. Costs for any recall shall be borne by the party required to indemnify the other party in relation to such recall Exchange Commission pursuant to Article 9 hereof. Notwithstanding the foregoing, if Company fails within a reasonable period of time to recall Product delivered to Distributor pursuant to this Agreement that Distributor reasonably determines should be recalled due to safety concerns, Distributor reserves the right to recall such Product after consultation with Company and subject to such reasonable conditions and limitations as Company may requestrequest for confidential treatment under rule 24b-2. (d) Company shall perform quality control tests and assays on raw materials and on finished Product as required under the Specifications. Distributor shall provide Company and its representatives access to Distributor's facility where Product is held, if applicable, for the purpose of performing such tests and assays. To the extent Distributor provides final packaging of Product, Distributor shall accept and warehouse on behalf of Company such bulk finished Product as Company or its designated third party manufacturer shall ship to Distributor's facility.

Obligations of Company. (a) Subject Company shall perform all of its operations on the Premises in a good and workmanlike manner and in compliance with all applicable federal, state and local laws and regulations pertaining to Article 3 aboveenvironmental protection, reclamation and bonding. Company agrees shall allow no lien to use all reasonable efforts to or cause to be sold to Distributor by one or more remain on the Premises resulting from the operations of Company's affiliates, on a timely basis the Product in quantities adequate to meet the needs of the market throughout the Territory. In the event that Company is unable to fill any accepted purchase orderHowever, Company shall promptly notify Distributornot be required to remove any such lien so long as it is contesting the validity or the amount thereof. Distributor During CW1181411.1 the period in which this Agreement is in effect, Company shall pay all taxes assessed against any improvements which it may place on the Premises and shall pay any increase in taxes on the Premises as a result of its operation thereon. Company shall not be liable for any taxes levied or measured by income of Lessor or based upon payments made to Lessor by Company under this Agreement. Commencing with the annual assessment work year beginning the first day of September immediately preceding the effective date of this Agreement, and thereafter during its term, Company shall perform Lessor's annual assessment work requirements relating to the federal claims subject to the Agreement. Company shall timely record or furnish to Lessor for recording affidavits of such performance. The obligation to provide Lessor with recording affidavits shall cease when Company either exercises its option to purchase or this Agreement otherwise terminates prior to sixty days before the end of any assessment work year. Lessor agrees that in the event Company owns or acquires by location, purchase, lease or option the right to explore claims or groups of claims adjoining the Premises, Company shall have the right under this to perform assessment work required by the Agreement to cancel any quantity of Product for which Company has failed or will be unable for any reason to deliver within one (1) month following the applicable delivery date set forth in written purchase orders accepted pursuant to this Agreement. (b) Company shall inform Distributor a common plan of any orders and/or inquiries for Product in exploration and development which may include all or a portion of such federal claims or groups of federal claims and the Territory which it receivesPremises, whether such work is performed on or off the Premises. Company shall not knowingly sell be liable on account of holdings by any court or agency that the Product effects of work so elected and performed by Company do not constitute the required annual assessment work for purposes of preserving title to customers intending to resell such claims, provided that the Product in the Territory. (c) To the extent permitted by law, any decision to recall or cease distribution work is of the Product, kind generally accepted as assessment work and that Company has expended a result total amount sufficient to meet the minimum requirements with respect to all of the Product being unpatented federal claims. Company agrees to pay all taxes levied and assessed upon the Premises and production therefrom, including severance, ad valorem, production, sales, use and like taxes, beginning with taxes levied for the current year. If Company is in violation possession under this Agreement for only a portion of any lawa tax year, rule or regulation or presenting a possible safety risk, the tax for that year shall be made by Company, after consultation with Distributor. In prorated between Company and Lessor on the event of any recall, Company shall, with Distributor's cooperation and assistance, determine the scope and form basis of the recall and Distributor shall conduct the recall. Company will provide Distributor with any information concerning the manufacturing of the Product which may reasonably be required by Distributor to determine the need for a recall. Costs for any recall shall be borne by the party required to indemnify the other party in relation to such recall pursuant to Article 9 hereof. Notwithstanding the foregoing, if Company fails within a reasonable period of time to recall Product delivered to Distributor pursuant to this Agreement that Distributor reasonably determines should be recalled due to safety concerns, Distributor reserves the right to recall such Product after consultation with Company and subject to such reasonable conditions and limitations as Company may request. (d) Company shall perform quality control tests and assays on raw materials and on finished Product as required under the Specifications. Distributor shall provide Company and its representatives access to Distributor's facility where Product is held, if applicable, taxes for the purpose of performing such tests last preceding year, and assays. To the extent Distributor provides final packaging of Product, Distributor shall accept and warehouse on behalf of Lessor will refund to Company such bulk finished Product as Company or its designated third party manufacturer shall ship to Distributor's facilityany excess amounts paid by it.

Obligations of Company. (a) Subject to Article 3 above, Company agrees to use all reasonable efforts to or cause to be sold to Distributor by one or more of Company's affiliates, on a timely basis the Product in quantities adequate to meet the needs of the market throughout the Territory. In the event that Company is unable to fill any accepted purchase order, Company shall promptly notify Distributor. Distributor shall have the right Whenever required under this Agreement to cancel effect the registration of any quantity Registrable Securities, Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the Commission a registration statement with respect to such Registrable Securities, use its best efforts to cause such registration statement to become effective, and, upon the request of Product Holders, keep such registration statement effective for which Company has failed or will be unable for any reason up to deliver within one ninety (190) month following the applicable delivery date set forth in written purchase orders accepted pursuant to this Agreementdays. (b) Company shall inform Distributor Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of any orders and/or inquiries for Product in the Territory which it receives. Company shall not knowingly sell Securities Act with respect to the Product to customers intending to resell the Product in the Territorydisposition of all securities covered by such registration statement. (c) To Furnish to Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the extent permitted by law, any decision to recall or cease distribution requirements of the ProductSecurities Act, and such other documents as they may reasonably request in order to facilitate the disposition of all securities covered by such registration statement. (d) Use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Holders, provided that Company shall not be required in connection therewith or as a result condition thereto to qualify to do business or to file a general consent to service of the Product being process in violation of any law, rule such states or regulation or presenting a possible safety risk, shall be made by Company, after consultation with Distributor. jurisdictions. (e) In the event of any recallunderwritten public offering, Company shallenter into and perform its obligations under an underwriting agreement, in usual and customary form, with Distributor's cooperation the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and assistanceperform its obligations under such an agreement. (f) Notify each Holder of Registrable Securities covered by such registration statement, determine at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the scope and form Securities Act, of the recall and Distributor shall conduct happening of any event as a result of which the recall. Company will provide Distributor with any information concerning 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 manufacturing statements therein not misleading in the light of the Product which may reasonably be required by Distributor to determine circumstances then existing. (g) At the need for a recall. Costs for request of any recall shall be borne by the party required to indemnify the other party in relation to such recall Holder requesting registration of Registrable Securities pursuant to Article 9 hereof. Notwithstanding this Agreement, furnish on the foregoing, if Company fails within a reasonable period of time to recall Product date that such Registrable Securities are delivered to Distributor the underwriters for sale in connection with a registration pursuant to this Agreement that Distributor reasonably determines should be recalled due (i) an opinion, dated such date, of the counsel representing Company for the purposes of such registration, in form and substance as is customarily given to safety concernsunderwriters in an underwritten public offering, Distributor reserves addressed to the right underwriters and (ii) a letter dated such date, from the independent certified public accountants of Company, in form and substance as is customarily given by independent certified public accountants to recall such Product after consultation with Company and subject underwriters in an underwritten public offering, addressed to such reasonable conditions and limitations as Company may requestthe underwriters. (dh) List the Registrable Securities being registered on any national securities exchange on which a class of Company's equity securities are listed or qualify the Registrable Securities being registered for inclusion on Nasdaq if Company shall perform quality control tests and assays does not have a class of equity securities listed on raw materials and on finished Product as required under the Specifications. Distributor shall provide Company and its representatives access to Distributor's facility where Product is held, if applicable, for the purpose of performing such tests and assays. To the extent Distributor provides final packaging of Product, Distributor shall accept and warehouse on behalf of Company such bulk finished Product as Company or its designated third party manufacturer shall ship to Distributor's facilitya national securities exchange.

Obligations of Company. (a) Subject A. The use, occupancy and maintenance of the Leased Premises by Company shall be without cost or expense to Article 3 aboveAuthority except as provided herein. B. Company shall hold Authority harmless from any and all costs or charges for utility services furnished to or required by Company, as may be necessary or required in the construction, operation and maintenance of the Leased Premises. C. Company agrees, at its own expense, to maintain the Leased Premises and appurtenances thereto, as described herein, in a clean, well maintained condition as required herein, and that it will procure and keep in force during the term of this Agreement all necessary occupational licenses and permits as are required by law for the construction, maintenance and operation of the Company's business on the Leased Premises. D. The Company agrees to use conduct its business in a lawful and business like manner at all reasonable efforts times. Company further agrees to or cause to be sold to Distributor by one or more of Company's affiliates, on a timely basis the Product in quantities adequate to meet the needs of the market throughout the Territory. In the event that Company is unable to fill any accepted purchase order, operate at all times with safety and concern for others. E. Company shall promptly notify Distributor. Distributor shall have the right under this Agreement abide by any representations made in connection with Company’s proposal in response to cancel any quantity of Product for which Company has failed or will be unable for any reason to deliver within one (RFP# 07-002 attached hereto as Exhibit “1) month following the applicable delivery date set forth in written purchase orders accepted pursuant to this Agreement. (b) Company shall inform Distributor of any orders and/or inquiries for Product in the Territory which it receives”. Company shall not knowingly sell abide by any representations made in connection with Company’s application under the Product to customers intending to resell Minimum Standards and Requirements for Aeronautical Activities at the Product in the TerritoryGainesville Regional Airport, attached hereto as Exhibit “8”. (c) To F. Company shall use the extent permitted by Leased Premises only for the purpose herein before described in Article 3, unless it receives prior written consent from the Authority to use the Leased Premises for other specified aeronautical purposes. G. Company shall comply with all federal, state, regional, and local requirements ensuring that the appropriate transportation and disposal of hazardous waste are conducted in full compliance with the law, any decision to recall or cease distribution and upon request by the Authority, provide such documentation of the Productproper transportation and disposal of such materials. H. Company hereby agrees that it will use the paved areas as constructed, as a result of according to the Product being in violation specifications and planned use for such areas, and Company will prohibit its employees, agents or sub-lessee's from exceeding the planned use or from placing excessive loads on paved areas on the Leased Premises. Company shall be responsible for the repair of any law, rule paved area damaged by non-conforming usage or regulation excessive loading if such non-conforming usage or presenting a possible safety risk, shall be made excessive loading was caused or directed by Company, after consultation with Distributor. In the event of its employees, agents or sub-lessee’s. I. Company shall not keep or store flammable liquids within any recall, Company shall, with Distributor's cooperation covered and assistance, determine the scope and form enclosed portion of the recall and Distributor shall conduct the recall. Company will provide Distributor with any information concerning the manufacturing Leased Premises in excess of the Product which may reasonably be required by Distributor to determine the need for Company's working requirements. Any such liquids having a recall. Costs for any recall flash point of less than 110 degrees Fahrenheit shall be borne kept and stored in safety containers of a type approved by the party required to indemnify the other party in relation to such recall pursuant to Article 9 hereof. Notwithstanding the foregoing, if Company fails within a reasonable period of time to recall Product delivered to Distributor pursuant to this Agreement that Distributor reasonably determines should be recalled due to safety concerns, Distributor reserves the right to recall such Product after consultation with Company and subject to such reasonable conditions and limitations as Company may requestUnderwriters Laboratories. (d) J. Company shall perform quality control tests comply with Federal Communications Commission (FCC) and assays Federal Aviation Administration (FAA) requirements for communications devices employed on raw materials or with aviation air/ground VHF frequency band and on finished Product as the UHF frequency band in accordance with restrictions promulgated by the FAA for the vicinity of the FM Remote Receiver facility, transmitter facility or aids to air navigation. K. Company shall install, maintain, operate, repair, and replace, at its own expense all security lights and equipment required under the Specifications. Distributor shall provide Company and its representatives access to Distributor's facility where Product is held, if applicable, for the purpose of performing providing aircraft apron security and shall energize such tests lights daily from sunset until xxxx. Additionally, Company shall install, maintain, operate, repair and assays. To replace, at its own expense, such obstruction lights on the extent Distributor provides final packaging of ProductLeased Premises as the Federal Aviation Administration may direct or as the Chief Executive Officer may reasonably direct, Distributor and shall accept energize such lights daily from sunset until xxxx and warehouse on behalf of Company for such bulk finished Product other period as Company or its designated third party manufacturer shall ship to Distributor's facilitymay be directed by the Chief Executive Officer.