Obligations of the Licensee 5.1.1. The Licensee’s Responsibilities and Duties shall include the following, in addition to and without prejudice to other obligations under this Agreement:
a. to obtain due permits, necessary approvals, clearances and sanctions from Maha-Metro and all other competent authorities for all activities or infrastructure facilities including interior decoration, power, water supply, drainage & sewerage, telecommunication, etc.;
b. to comply and observe at all times with all Applicable Permits, approvals and Applicable Laws in the performance of its obligations under this Agreement including those being performed by any of its contractors;
c. to develop, operate and maintain the Licensed Area at all times in conformity with this Agreement;
d. to furnish Maha-Metro with the “As built” Drawings of the Licensed Space(s) within the Moratorium Period;
e. to ensure that no structural damage is caused to the existing buildings and other permanent structures at the station as a result of his activities or any of its agents, contractors etc.;
f. to take all reasonable steps to protect the environment (both on and off the property business space) and to limit damage and nuisance to people and property resulting from construction and operations, within guidelines specified as per Applicable Laws and Applicable Permits;
g. to duly supervise, monitor and control the activities of contractors, agents, etc., if any, under their respective License Agreements as may be necessary;
h. to take all responsible precautions for the prevention of accidents on or about the property business space and provide all reasonable assistance and emergency medical aid to accident victims;
i. not to permit any person, claiming through or under the Licensee, to create or place any encumbrance or security interest over whole or any part of the Licensed premises and/or other installed assets, or on any rights of the Licensee therein or under this Agreement, save and except as expressly permitted in this Agreement;
j. to keep the Licensed Space free from all unnecessary obstruction during execution of works and store the equipment or surplus materials, dispose of such equipment or surplus materials in a manner that causes least inconvenience to the Xxxxx Xxxxxxx, metro commuters or Maha-Metro’s activities.
k. at all times, to afford access to the Licensed Property Business Space to the authorised representatives of Maha-Metro, other persons duly authorised by any Governmental Agency having jurisdiction over the business of Licensed Property Business Space, to inspect the Licensed Property Business Space and to investigate any matter within their authority and upon reasonable notice; and
l. use non-combustable material in the allotted space for creation/erection/installation of any kind of furniture, fixtures and or partitions within the space. Use of combustable material within the property business space shall not be permitted under any circumstances.
m. to comply with the divestment requirements and hand over the Licensed Property Business Space to Maha-Metro upon Termination of the Agreement;
5.1.2. The Licensee shall be solely and primarily responsible to Maha-Metro for observance of all the provisions of this License Agreement on behalf of its employees and representatives and agents and any person acting under or for and on behalf of the Licensee, contractor (s) appointed for the Licensed Space as fully as if they were the acts or defaults of the Licensee, its agents or employees.
Obligations of the Holder a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement.
b. Each Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement.
c. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).
Obligations of Receiving Party Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
Obligations of the Client 4.1. The client undertakes to inform the company in advance (meaning no later than 2 calendar days) about the dispatch of the goods, by entering the shipment into the Xxxxx.xxx software.
4.1.1. In case of non-compliance with subparagraph 3.2.1 of this agreement, the company has the right to refuse the client in accepting and placing his goods at the warehouse.
4.2. To send goods from the warehouse or to carry out other operations, the client is obliged to provide his client number (client ID) and data of the goods.
Obligations of Executive (a) For two years following the Termination Event, Executive agrees not to personally solicit any of the employees either of the Company or of any entity in which the Company directly or indirectly possesses the ability to determine the voting of 50% or more of the voting securities of such entity (including two-party joint ventures in which each party possesses 50% of the total voting power of the entity) to become employed elsewhere or provide the names of such employees to any other company which Executive has reason to believe will solicit such employees.
(b) Following the occurrence of a Termination Event, Executive agrees to continue to satisfy Executive’s obligations under the terms of the Company’s standard form of Proprietary Information and Non-Disclosure Agreement previously executed by Executive (or any comparable agreement subsequently executed by Executive in substitution or supplement thereto). Executive’s obligations under this Section 4.2(b) shall survive the termination of this Agreement.
(c) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 4 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void, but shall be deemed amended to apply as to such maximum time or territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
(d) Following a Termination Event, Executive agrees not to make any public statement or statements to the press concerning the Company, its business objectives, its management practices, or other sensitive information without first receiving the Company’s written approval. Executive further agrees to take no action which would cause the Company or its employees or agents any embarrassment or humiliation or otherwise cause or contribute to the Company’s or any such person’s being held in disrepute by the general public or the Company’s employees, clients, or customers.
(e) Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 4.2(a) or Section 4.2(b) would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall, with respect to a breach or threatened breach of Section 4.2(a) or Section 4.2(b) only, obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable remedy which may then be available.
Obligations of Licensee 2.1 Licensee is responsible for the quality and safety of its products.
2.2 Licensee shall use all reasonable efforts and diligence to exploit the Invention and to proceed with the development, manufacture and sale of Licensed Product and to use commercially reasonable efforts to develop markets for the Licensed Product.
2.3 Licensee will represent the Licensed Product fairly in comparison with competitive products from other suppliers.
2.4 Licensee shall not, on behalf of University, make any representations or give any warranties or guarantees in respect of the Proprietary IPR not expressly authorised in writing by University, provided that such authorization shall not be unreasonably delayed or withheld by University.
2.5 Licensee shall not market the Licensed Product under the name of University, and not in any way create any impression that University is the seller of the Licensed Product.
2.6 Licensee shall take all such steps as are reasonably necessary to protect Intellectual Property Rights in the Invention.
2.7 Licensee shall promptly inform University upon becoming aware of any illegal or unauthorised use of the Invention or any infringement of the Prospective Patent or Proprietary IPR and Intellectual Property Rights therein.
2.8 Licensee shall comply with all laws, regulations and governmental obligations that may from time to time be applicable to the making, use or sale of the Licensed Product in each part of the Territory.
2.9 As between Licensee and University and without limiting any responsibility of an Affiliate or Sub-Licensee, Licensee shall be solely responsible for any claims arising or alleged to arise from loss or injury to persons or property caused or suffered in the course of or as a consequence of the use of the Invention by Licensee, Affiliates and Sub-Licensees or the supply and sale of the Licensed Product by Licensee, Affiliates and Sub-Licensees except where such loss or injury are caused by the gross negligence or wilful misconduct of University.
2.10 Except as expressly set forth under this Agreement, Licensee shall use its best endeavours to keep the Invention confidential and not to reveal to any third party any confidential information of University regarding the Invention until after a non-disclosure agreement has been signed, provided that no such obligation shall apply to any information that has been publicly disclosed through no breach of this Agreement by Licensee, including by publication of the Inventions by the applicable governmental agency, was in the possession of Licensee prior to disclosure by University, is obtained by Licensee from a third party, or is independently developed by Licensee.
2.11 To the extent prohibited by applicable law, Licensee shall not carry out any illegal, deceptive, or unethical practices, whether or not they are to the disparagement of the Invention, Licensed Product or University, or, subject to the foregoing in this Section 2.11, any other practices which may be detrimental to the Invention, Licensed Product, University or to the public interest.
Obligations of the Holders (a) Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement.
(b) Each Holder, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement.
(c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Mandatory Registration Statement (including any related prospectus) and any amendment or supplement thereto.
Obligations of the Parties Clause 8
Obligations of Customer Axway’s indemnification obligation is contingent upon the Customer: (a) giving immediate written notice to Axway of any such Infringement Claim; (b) giving Axway control of the defense and related settlement negotiations, provided , however that Axway will obtain the Customer’s prior written consent, which shall not be unreasonably withheld or delayed, if any settlement of such an Infringement Claim requires Customer to admit liability, take or refrain from taking any particular action other than cessation of use of the infringing Services, Product, or Deliverable , and (c) assisting in the defense at Axway’s reasonable request, provided Axway agrees to pay Customer’s reasonable expenses in connection therewith. The Customer may participate in such defense and in any settlement discussions directly or through counsel of the Cus tomer’s choice, at the Customer’s expense, provided such participation does not materially prejudice Axway’s sole control of the defense or cause Axway to incur material additional costs in the conduct of such defense .
OBLIGATIONS OF THE INVESTOR 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement.
4.2 The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.
4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.
