Common use of Obligations of Parties Clause in Contracts

Obligations of Parties. a. In consideration of the terms and conditions of this AGREEMENT, TRESTLE shall employ XXXXXXXX as a non-exclusive consultant to TRESTLE for one year on the following terms and conditions commencing on the date both PARTIES execute this AGREEMENT: (i) XXXXXXXX shall make himself available on reasonable notice, for the equivalent of two days each month, to the Board of Directors of TRESTLE to consult on, discuss, or review any aspect of TRESTLE’s continuing business, at the reasonable request of the Board of Directors of TRESTLE and as conveyed to XXXXXXXX by the Chairman of the Board or anyone that the Chairman of the Board or the Board may designate, provided, however, that any services so requested shall be consistent and commensurate with duties performed by senior executives at TRESTLE. (ii) In the event that, during the one-year consultancy period, XXXXXXXX shall become employed on a full-time basis by another employer other than TRESTLE, BORSANYI’s obligation to consult for TRESTLE pursuant to Paragraph 4(a)(1) above shall be subject to modification in a manner to be agreed at that time between XXXXXXXX and TRESTLE. In any event, regardless of BORSANYI’s availability to continue to consult for TRESTLE because of BORSANYI’s commitments to his new employer, the terms and conditions of this AGREEMENT shall continue to apply, and TRESTLE shall continue to retain and pay XXXXXXXX as a consultant through the balance of the one-year period in accordance with this AGREEMENT. (iii) As a consultant, XXXXXXXX shall have no responsibilities as an officer or director of TRESTLE. Any and all consulting work that XXXXXXXX may perform for TRESTLE shall be at the direction of the Board of Directors of TRESTLE. Nothing shall require TRESTLE to make any use of BORSANYI’s consultant services at any time. (iv) During the period of his consultancy, TRESTLE shall pay XXXXXXXX twelve consecutive monthly installments each equal to $16,666.66 (for a total payment of $200,000). Each monthly installment shall be payable on or before the 15th day of the month in which it becomes due. The first installment shall become due on or before November 15, 2003. The final installment shall become due on or before October 15, 2004. As an independent consultant, XXXXXXXX shall be responsible for all federal and state tax and other obligations on these amounts.

Obligations of Parties. a. In consideration Except as to those Sections of the terms Xxxxxxxxx excepted from this Sublease under Section 2(c) above, Subtenant hereby agrees to perform all of the remaining obligations imposed on Raytheon as Lessee under the Xxxxxxxxx as to the Sublease Premises. With respect to repairs and conditions maintenance required of this AGREEMENTRaytheon, TRESTLE as Lessee under Article 8 of the Xxxxxxxxx, EXHIBIT D attached hereto sets forth an allocation of the repair and maintenance responsibilities that have been agreed shall employ XXXXXXXX be performed and conducted between Raytheon and Subtenant. EXHIBIT D sets forth those repair responsibilities that are allocated solely to Raytheon, solely to Subtenant and those for which the costs are to be shared by both Raytheon and Subtenant. Raytheon and Subtenant understand and agree that they shall work in good faith with one another to coordinate the repairs for which each is responsible. Provided that Subtenant is not in default hereunder, Raytheon agrees to use its best efforts to cause the Overlandlord to perform all of the obligations imposed upon the Overlandlord under the Xxxxxxxxx; however, Raytheon shall in no event be responsible for any failure by Overlandlord to perform such obligations. Following notice from Overlandlord to Raytheon and Subtenant that, pursuant to Section 24.01 of the Xxxxxxxxx, a default exists under the Xxxxxxxxx, as a non-exclusive consultant result of any act or omission of Subtenant, then Raytheon, at its option, after written notice to TRESTLE Subtenant, may take the necessary action to cure said default of Subtenant within the applicable grace period of said Sections 24.01(a) and (b) of the Xxxxxxxxx. Subtenant shall promptly reimburse Raytheon for one year on the following terms any monies expended by Raytheon in curing any such default. Raytheon shall invoice Subtenant for such expenses, which shall be reasonably documented. Subtenant's failure to reimburse Raytheon within thirty (30) days after such invoice shall constitute a default by Subtenant under this Sublease. This Sublease is subject and conditions commencing on the date both PARTIES execute this AGREEMENT: (i) XXXXXXXX shall make himself available on reasonable notice, for the equivalent of two days each month, subordinate to the Board of Directors of TRESTLE to consult on, discuss, Xxxxxxxxx and shall terminate upon the expiration or review any aspect of TRESTLE’s continuing business, at the reasonable request earlier termination of the Board of Directors of TRESTLE and Xxxxxxxxx, provided that, so long as conveyed Subtenant is not in default hereunder, Raytheon agrees not to XXXXXXXX by take any action or omit to take any action (other than the Chairman purchase of the Board or anyone that the Chairman Overleased Premises by Raytheon) which would cause a termination of the Board or Xxxxxxxxx prior to the Board may designateend of the term thereof, providedexcept with the express written consent of Subtenant. Notwithstanding anything to the contrary contained herein, howeverin the event that Raytheon purchases the Overleased Premises from the Overlandlord during the term hereof, that any services so requested this Sublease shall continue in full force and effect as a direct lease between Raytheon as landlord and Subtenant as tenant, and the provisions of the Xxxxxxxxx applicable hereto pursuant to Section 2(c) hereof shall be consistent deemed incorporated herein by this reference and commensurate with duties performed by senior executives at TRESTLE. (ii) In the event that, during the one-year consultancy period, XXXXXXXX shall become employed on a full-time basis by another employer other than TRESTLE, BORSANYI’s obligation to consult for TRESTLE pursuant to Paragraph 4(a)(1) above shall be subject to modification in a manner to be agreed at that time between XXXXXXXX and TRESTLE. In any event, regardless of BORSANYI’s availability to continue to consult for TRESTLE because of BORSANYI’s commitments to his new employer, the terms and conditions of this AGREEMENT shall continue to applyapply hereto, and TRESTLE shall continue to retain and pay XXXXXXXX notwithstanding the expiration or termination of the Xxxxxxxxx as a consultant through the balance result of such purchase. Raytheon agrees to indemnify and hold Subtenant harmless from and against any and all claims, suits, damages, liabilities and expenses, including reasonable attorneys' fees, arising out of Raytheon's use and occupancy of the one-year period in accordance with Overleased Premises prior to the Commencement Date of this AGREEMENT. (iii) As a consultantSublease. Subtenant agrees to indemnify and hold Raytheon harmless from and against any and all claims, XXXXXXXX suits, damages, liabilities and expenses, including reasonable attorneys' fees, arising out of Subtenant's use and occupancy of the portions of Overleased Premises from and after the Commencement Date under this Sublease. To the extent that the Overlandlord is given rights to inspection of, or access to, the Sublease Premises or to make audits or obtain documents or information from Raytheon, as Lessee under the Xxxxxxxxx, Subtenant hereby grants all such rights to Overlandlord such that Overlandlord shall have no responsibilities as an officer or director of TRESTLE. Any the same rights to inspections, access, audits, documents and all consulting work that XXXXXXXX may perform for TRESTLE shall be at the direction of the Board of Directors of TRESTLE. Nothing shall require TRESTLE to make any use of BORSANYI’s consultant services at any timeinformation from Subtenant. (iv) During the period of his consultancy, TRESTLE shall pay XXXXXXXX twelve consecutive monthly installments each equal to $16,666.66 (for a total payment of $200,000). Each monthly installment shall be payable on or before the 15th day of the month in which it becomes due. The first installment shall become due on or before November 15, 2003. The final installment shall become due on or before October 15, 2004. As an independent consultant, XXXXXXXX shall be responsible for all federal and state tax and other obligations on these amounts.

Obligations of Parties. a. In consideration From and after the Commencement Date, Subtenant hereby agrees to perform all of the obligations applicable to the Premises imposed on Sublandlord as Tenant under the Oxxxxxxxx, subject to Sections 5 and 6 hereof, and except as expressly provided for herein. From and after the Commencement Date, Sublandlord shall have no obligations or liabilities under this Sublease except as provided in the following sentence and in the following Sections of this Sublease. Sublandlord hereby agrees: (a) to timely pay all rent and other charges due to the Overlandlord under the Oxxxxxxxx; (b) to use due diligence and reasonable efforts to cause the Overlandlord to perform the obligations imposed upon the Overlandlord under the Oxxxxxxxx which are applicable to this Sublease to Subtenant’s reasonable satisfaction. If any breach or default of Overlandlord under the Oxxxxxxxx has not been resolved after the expiration of thirty (30) days after notice, then provided that Subtenant is not in default under this Sublease, upon the request of Subtenant Sublandlord, at Subtenant’s expense, shall take such action, including legal action, as Sublandlord shall reasonably determine upon to enforce Overlandlord’s obligations The foregoing notwithstanding, if any breach of the Oxxxxxxxx shall entitle Sublandlord to assert claims for an abatement of rent for constructive eviction or otherwise, then such abatement shall accrue in favor of Subtenant provided that there shall be no abatement of rent hereunder except to the extent Sublandlord shall receive a corresponding abatement under the Oxxxxxxxx. If Sublandlord shall be entitled to an abatement rent or other claims arising from fire or other casualty, then Subtenant shall have the same claims; (c) not to (i) surrender or terminate the Oxxxxxxxx prior to its scheduled expiration date without the consent of Subtenant as long as this Sublease is in effect, or (ii) amend or modify the Oxxxxxxxx, the result of which would materially and adversely affect Subtenant’s rights or obligations under this Sublease or the Premises; (d) to comply with all the terms and conditions provisions of the Oxxxxxxxx, except to the extent Subtenant has assumed the same; (e) to, promptly following receipt thereof, deliver to Subtenant a copy of any and all notices received by Sublandlord from Master Landlord which would have any material effect upon the Premises or this Sublease; and (f) to pay Overlandlord any administrative fees or other expenses required to be paid to, or for Overlandlord in connection with the submission of this AGREEMENT, TRESTLE shall employ XXXXXXXX as a non-exclusive consultant to TRESTLE Sublease for one year on the following terms Overlandlord’s consent. This Sublease is subject and conditions commencing on the date both PARTIES execute this AGREEMENT: (i) XXXXXXXX shall make himself available on reasonable notice, for the equivalent of two days each month, subordinate to the Board Oxxxxxxxx and shall terminate upon the expiration or earlier termination of Directors the Oxxxxxxxx. The liability insurance maintained by Subtenant pursuant to Section 9.2.1 of TRESTLE the Oxxxxxxxx shall name Sublandlord, Overlandlord and any other parties required by such Section as additional insureds. For the purpose of Section 13.22 of the Oxxxxxxxx (Non-Subrogation), references to consult on“Landlord”, discuss“Tenant”, “each party” and the like shall be deemed to mean Overlandlord, Sublandlord and Subtenant, or review any aspect each of TRESTLE’s continuing businessthem, at the reasonable request of the Board of Directors of TRESTLE and as conveyed to XXXXXXXX by the Chairman of the Board or anyone that the Chairman of the Board or the Board may designate, provided, however, that any services so requested shall be consistent and commensurate with duties performed by senior executives at TRESTLEappropriate. (ii) In the event that, during the one-year consultancy period, XXXXXXXX shall become employed on a full-time basis by another employer other than TRESTLE, BORSANYI’s obligation to consult for TRESTLE pursuant to Paragraph 4(a)(1) above shall be subject to modification in a manner to be agreed at that time between XXXXXXXX and TRESTLE. In any event, regardless of BORSANYI’s availability to continue to consult for TRESTLE because of BORSANYI’s commitments to his new employer, the terms and conditions of this AGREEMENT shall continue to apply, and TRESTLE shall continue to retain and pay XXXXXXXX as a consultant through the balance of the one-year period in accordance with this AGREEMENT. (iii) As a consultant, XXXXXXXX shall have no responsibilities as an officer or director of TRESTLE. Any and all consulting work that XXXXXXXX may perform for TRESTLE shall be at the direction of the Board of Directors of TRESTLE. Nothing shall require TRESTLE to make any use of BORSANYI’s consultant services at any time. (iv) During the period of his consultancy, TRESTLE shall pay XXXXXXXX twelve consecutive monthly installments each equal to $16,666.66 (for a total payment of $200,000). Each monthly installment shall be payable on or before the 15th day of the month in which it becomes due. The first installment shall become due on or before November 15, 2003. The final installment shall become due on or before October 15, 2004. As an independent consultant, XXXXXXXX shall be responsible for all federal and state tax and other obligations on these amounts.

Obligations of Parties. i. The obligations of Subscriber are: a. In consideration The Subscriber acknowledges that the Disciplinary Council has been appointed by BARC for addressing issues related to Viewership Malpractices. The Subscriber agrees that it shall adhere to the Code of Conduct at all times during the Term; b. Subscriber shall use the Licensed Data only for the Purpose during the Term and only in the Territory strictly in accordance with the terms of this Agreement; c. Subscriber shall ensure that the Licensed Software is not used for third party training, outsourcing or in a time-sharing service or a rental or service bureau operation, all of which are expressly prohibited; d. Subscriber agrees and acknowledges that BARC is an absolute owner of the terms Licensed Data and conditions the Licensed Software, and has absolute discretion to suspend the Ratings of this AGREEMENTany Channel(s), TRESTLE in accordance with the Code of Conduct and decisions of the Disciplinary Committee; e. Subscriber undertakes for itself and on behalf of its officers, directors, employees, agents, Affiliates, and any third party associated with the Subscriber, that it shall not directly or indirectly, engage in any form of Viewership Malpractise. f. Subscriber shall not employ XXXXXXXX as a nonor engage with any ex-exclusive consultant employee or agent of BARC, who BARC reasonably believes may have access to TRESTLE for one year on or knowledge of the following terms and conditions commencing on Panel Households. g. Subscriber shall not, directly or indirectly, conduct any promotional activity or advertisement at the date both PARTIES execute this AGREEMENT: (i) XXXXXXXX shall make himself available on reasonable noticePanel Households, for the equivalent of two days each monthany reason whatsoever. h. Subscriber agrees that it shall inform XXXX immediately, in writing, at email id: xxx@xxxxxxxxx.xx.xx if it comes to the Board of Directors of TRESTLE to consult on, discuss, or review any aspect of TRESTLE’s continuing business, at the reasonable request knowledge of the Board of Directors of TRESTLE and as conveyed to XXXXXXXX by the Chairman of the Board or anyone that the Chairman of the Board or the Board may designate, provided, however, Subscriber that any services so requested shall be consistent and commensurate with duties performed by senior executives at TRESTLE. (ii) person or entity has approached and/or is offering any service that jeopardizes BARC’s Panel Household security or any entity or individual is or has indulged in Viewership Malpractice. In the event thatSubscriber approaches or makes any effort to approach any Panel Household, directly or indirectly, then BARC shall be entitled, at its sole discretion to take necessary steps set out in the Code of Conduct. i. Subscriber shall provide all such information as may be required by BARC for the purpose of computing the License Fee. j. Subscriber shall adhere to all the policies of BARC, including the Code of Conduct, and the Fair Usage Guidelines as provided on the official website of BARC or as intimated by BARC to the Subscriber and BARC shall have the right to change such policies or the Code of Conduct from time to time, as it may deem necessary. Subscriber undertakes that it shall adhere to all such changes. k. Subscriber undertakes to provide the actual advertising revenues (accrued as well as received) for the previous financial year, no later than December 31 of the current year and such revenues will be duly certified by the statutory auditors of the Subscriber. ii. The rights and obligations of BARC are: a. BARC will ensure that it has all the necessary expertise, knowledge and the requisite skills to provide the Licensed Data as per the terms contained herein; b. During the Term and post termination of the Agreement BARC shall be entitled to use the Subscriber’s logo for its business promotional activities or any other non-commercial activities, in the manner pre-agreed with the Subscriber. c. BARC shall provide the required installation and training guide for the Licensed Software to Subscriber, which the Subscriber shall access through Login or Remote Login only. d. BARC is authorised to tabulate and share the audience measurement data in respect of the Channels with BARC’s subscribers, for playout monitoring, during the one-year consultancy period, XXXXXXXX shall become employed on a full-time basis by another employer other than TRESTLE, BORSANYI’s obligation to consult for TRESTLE pursuant to Paragraph 4(a)(1) above shall be subject to modification in a manner to be agreed at that time between XXXXXXXX Term and TRESTLE. In any event, regardless of BORSANYI’s availability to continue to consult for TRESTLE because of BORSANYI’s commitments to his new employer, the terms and conditions of this AGREEMENT shall continue to apply, and TRESTLE shall continue to retain and pay XXXXXXXX as a consultant through the balance of the one-year period in accordance with the provisions of this AGREEMENTAgreement. Subscriber hereby permits BARC to use the video and/or textual data from the Channels either directly or through its authorised technology partners for purposes including spot monitoring, program ad monitoring and any other services that BARC deems fit, during the Term. (iii) As a consultante. Subscriber hereby grants permission to BARC to monitor its Channels, XXXXXXXX shall have no responsibilities as an officer or director during the Term subject to and in accordance with the provisions of TRESTLE. Any and all consulting work that XXXXXXXX may perform for TRESTLE shall be at the direction of the Board of Directors of TRESTLE. Nothing shall require TRESTLE to make any use of BORSANYI’s consultant services at any timethis Agreement. (iv) During the period of his consultancy, TRESTLE shall pay XXXXXXXX twelve consecutive monthly installments each equal to $16,666.66 (for a total payment of $200,000). Each monthly installment shall be payable on or before the 15th day of the month in which it becomes due. The first installment shall become due on or before November 15, 2003. The final installment shall become due on or before October 15, 2004. As an independent consultant, XXXXXXXX shall be responsible for all federal and state tax and other obligations on these amounts.

Obligations of Parties. a. In consideration Except as to those Sections of the terms Xxxxxxxxx excepted from this Sublease under Section 2(b) above, Subtenant hereby agrees to perform all of the remaining obligations imposed on Raytheon as Lessee under the Xxxxxxxxx as to the Sublease Premises. With respect to repairs and conditions maintenance required of this AGREEMENTRaytheon, TRESTLE as Lessee under Article 8 of the Xxxxxxxxx, EXHIBIT C attached hereto sets forth an allocation of the repair and maintenance responsibilities that have been agreed shall employ XXXXXXXX be performed and conducted between Raytheon and Subtenant. EXHIBIT C sets forth those repair responsibilities that are allocated solely to Raytheon, solely to Subtenant and those for which the costs are to be shared by both Raytheon and Subtenant. Raytheon and Subtenant understand and agree that they shall work in good faith with one another to coordinate the repairs for which each is responsible. Provided that Subtenant is not in default hereunder, Raytheon agrees to use its best efforts to cause the Overlandlord to perform all of the obligations imposed upon the Overlandlord under the Xxxxxxxxx; however, Raytheon shall in no event be responsible for any failure by Overlandlord to perform such obligations. Following notice from Overlandlord to Raytheon and Subtenant that, pursuant to Section 24.01 of the Xxxxxxxxx, a default exists under the Xxxxxxxxx, as a non-exclusive consultant result of any act or omission of Subtenant, then Raytheon, at its option, after written notice to TRESTLE Subtenant, may take the necessary action to cure said default of Subtenant within the applicable grace period of said Sections 24.01(a) and (b) of the Xxxxxxxxx. Subtenant shall promptly reimburse Raytheon for one year on the following terms any monies expended by Raytheon in curing any such default. Raytheon shall invoice Subtenant for such expenses, which shall be reasonably documented. Subtenant's failure to reimburse Raytheon within thirty (30) days after such invoice shall constitute a default by Subtenant under this Sublease. This Sublease is subject and conditions commencing on the date both PARTIES execute this AGREEMENT: (i) XXXXXXXX shall make himself available on reasonable notice, for the equivalent of two days each month, subordinate to the Board of Directors of TRESTLE to consult on, discuss, Xxxxxxxxx and shall terminate upon the expiration or review any aspect of TRESTLE’s continuing business, at the reasonable request earlier termination of the Board of Directors of TRESTLE and Xxxxxxxxx, provided that, so long as conveyed Subtenant is not in default hereunder, Raytheon agrees not to XXXXXXXX by take any action or omit to take any action (other than the Chairman purchase of the Board or anyone that the Chairman Overleased Premises by Raytheon) which would cause a termination of the Board or Xxxxxxxxx prior to the Board may designateend of the term thereof, providedexcept with the express written consent of Subtenant. Notwithstanding anything to the contrary contained herein, howeverin the event that Raytheon purchases the Overleased Premises from the Overlandlord during the term hereof, that any services so requested this Sublease shall continue in full force and effect as a direct lease between Raytheon as landlord and Subtenant as tenant, and the provisions of the Xxxxxxxxx applicable hereto pursuant to Section 2(b) hereof shall be consistent deemed incorporated herein by this reference and commensurate with duties performed by senior executives at TRESTLE. (ii) In the event that, during the one-year consultancy period, XXXXXXXX shall become employed on a full-time basis by another employer other than TRESTLE, BORSANYI’s obligation to consult for TRESTLE pursuant to Paragraph 4(a)(1) above shall be subject to modification in a manner to be agreed at that time between XXXXXXXX and TRESTLE. In any event, regardless of BORSANYI’s availability to continue to consult for TRESTLE because of BORSANYI’s commitments to his new employer, the terms and conditions of this AGREEMENT shall continue to applyapply hereto, and TRESTLE shall continue to retain and pay XXXXXXXX notwithstanding the expiration or termination of the Xxxxxxxxx as a consultant through the balance result of such purchase. Raytheon agrees to indemnify and hold Subtenant harmless from and against any and all claims, suits, damages, liabilities and expenses, including reasonable attorneys' fees, arising out of Raytheon's use and occupancy of the one-year period in accordance with Overleased Premises prior to the Commencement Date of this AGREEMENT. (iii) As a consultantSublease. Subtenant agrees to indemnify and hold Raytheon harmless from and against any and all claims, XXXXXXXX suits, damages, liabilities and expenses, including reasonable attorneys' fees, arising out of Subtenant's use and occupancy of the portions of Overleased Premises from and after the Commencement Date under this Sublease. To the extent that the Overlandlord is given rights to inspection of, or access to, the Sublease Premises or to make audits or obtain documents or information from Raytheon, as Lessee under the Xxxxxxxxx, Subtenant hereby grants all such rights to Overlandlord such that Overlandlord shall have no responsibilities as an officer or director of TRESTLE. Any the same rights to inspections, access, audits, documents and all consulting work that XXXXXXXX may perform for TRESTLE shall be at the direction of the Board of Directors of TRESTLE. Nothing shall require TRESTLE to make any use of BORSANYI’s consultant services at any timeinformation from Subtenant. (iv) During the period of his consultancy, TRESTLE shall pay XXXXXXXX twelve consecutive monthly installments each equal to $16,666.66 (for a total payment of $200,000). Each monthly installment shall be payable on or before the 15th day of the month in which it becomes due. The first installment shall become due on or before November 15, 2003. The final installment shall become due on or before October 15, 2004. As an independent consultant, XXXXXXXX shall be responsible for all federal and state tax and other obligations on these amounts.