Obligations of the Companies Sample Clauses
Obligations of the Companies. Each of the Companies hereby agrees as follows:
(i) The Company will accept delivery of BGS-FP Supply provided by the BGS- FP Supplier pursuant to Section 2.1.a(i), provided that in no case shall the Company be obligated to accept BGS-FP Supply greater than the BGS-FP Supplier Responsibility Share of the BGS-FP Load.
(ii) The Company will pay to the BGS-FP Supplier: (a) the BGS-FP Supply Charge for each Billing Period, (b) the Intermediate Energy Adjustment Amount for each Billing Period for which there exists a positive Intermediate Energy Adjustment Amount, and (c) the Final Energy Adjustment Amount for each Billing Period for which there exists a positive Final Energy Adjustment Amount.
(iii) The Company will procure from the MISO those Ancillary Services needed to provide BGS-FP Supply to the BGS-FP Load, in such amounts as required by the MISO; provided, however, that the BGS-FP Supplier shall be responsible for the procurement of Energy Losses and Energy Imbalance Service.
(iv) The Company will procure Network Integration Transmission Service sufficient to permit BGS-FP Load to be served from sources within MISO or from receipts at MISO border points. The Company will be a Load Serving Entity with respect to BGS-FP Load and will be responsible for congestion costs from the Delivery Points to the BGS-FP Customers. The Company will be the Asset Owner of each Delivery Point, as registered with the MISO.
(v) The Company will provide to the BGS-FP Supplier its estimated aggregate load obligation for each Supply Day twenty (20) days prior to the Supply Day, and its final estimated load obligation for each Supply Day five (5) days prior to the Supply Day.
(vi) The Company will transfer or assign to the BGS-FP Supplier, the Company’s rights to ARRs/FTRs to which the Company is entitled pursuant to the MISO Agreements, provided that such rights are related to the BGS-FP Supplier Responsibility Share of the BGS- FP Supply. All rights and obligations associated with such ARRs and FTRs will accrue to the BGS-FP Supplier through the transfer or assignment from the Company to the BGS-FP Supplier including the ability of the BGS-FP Supplier to request or nominate such FTRs when applicable. The BGS-FP Supplier shall have the right to request and nominate FTRs if: (i) all Agreements for BGS-FP Supply have been executed and are in full force and effect; and (ii) the Delivery Period under each Agreement for BGS-FP Supply is inclusive of the entire MISO Planning Period ...
Obligations of the Companies. To ensure compliance with company law, tax law and insolvency law, the INTERNATIONAL POOL LEADER and the PARTICIPATING COMPANIES hereby declare that they have taken the following measures: · the INTERNATIONAL POOL LEADER and each PARTICIPATING COMPANY shall enter in their books all intra-group treasury operations carried out; · in accordance with the provisions of the Internal Group Cash Management Agreement referred to in the preamble of this Service Agreement, the INTERNATIONAL POOL LEADER shall pay or charge each PARTICIPATING COMPANY on its net cash balances; · the interest rates applicable to these cash transactions shall be comparable to the market rates. Moreover, the INTERNATIONAL POOL LEADER, and the PARTICIPATING COMPANIES shall not create or permit to subsist any charge, pledge, lien or other security interest or any other arrangement or agreement having a similar effect over any of its accounts included in the present agreement.
Obligations of the Companies. 8.1. BlackBull shall use its reasonable efforts to provide the Referral Partner with the information the Referral Partner reasonably requests in writing in order to carry out its duties, including marketing information, and details related to financial instruments.
8.2. The Companies shall have the full rights and authorities to act on behalf of the Group in relation to the affiliate program.
8.3. BlackBull shall, as set out in Clause 4.13 above, not be responsible for any costs incurred by the Referral Partner unless such costs have been agreed on by BlackBull in writing, in advance.
8.4. BlackBull shall:
8.4.1. be under no obligation to follow up on any referral made by the Referral Partner or to provide Investment Services to any natural or legal person referred to it by the Referral Partner;
8.4.2. have the entire discretion to reject any prospective Client or to terminate any Client referred to it by the Referral Partner for any reason that it deems appropriate, including without limitation for matters pertaining to its commercial policy or regulatory compliance with the Applicable Laws and Regulations;
8.4.3. have the full and sole right to decline any prospective or actual Client that fails BlackBull’s assessments and requirements for knowledge and experience as well as for the reason of anti-money laundering and financial crime prevention.
Obligations of the Companies. (a) The Companies shall provide Business Associate with its notice of privacy practices produced in accordance with 45 CFR § 164.520 and any changes to such notice while this BAA is in effect.
(b) The Companies shall provide Business Associate with any changes in or revocation of permission by any Individual for use or disclosure of PHI if such change or revocation affects Business Associate’s permitted or required uses and disclosures of the PHI.
(c) The Companies shall notify Business Associate of any restrictions on the use or disclosure of PHI that the Companies have agreed to in accordance with 45 CFR § 164.522 to the extent that such restrictions affect Business Associate’s use or disclosure of PHI.
Obligations of the Companies. Each of the Companies acknowledges and agrees that any obligation of the Companies hereunder is the obligation of each of Holdings and Golfsmith jointly and severally.
Obligations of the Companies. The Companies hereby agree severally, but not jointly, as follows:
(i) to pay to each SSO Supplier every Billing Month an amount equal to the Price multiplied by the Seasonal Billing Factor multiplied by the PMEA, as detailed in Article 9;
(ii) to act as the Meter Data Management Agent for the SSO Suppliers;
(iii) to pay to each SSO Supplier the PMEA/FMEA Adjustment Amount for any month in which the FMEA exceeds the PMEA, as more fully described in Article 9 hereof;
(iv) to transfer ARR revenues or to pay to each SSO Supplier the net revenues from sales of its FTRs into the MISO Market, in proportion to such SSO Supplier’s SSO Supplier Responsibility Share, for the period from June 1, 2009 through May 31, 2011;
(v) to provide a monthly Statement to the SSO Supplier showing calculation of amounts due pursuant to Article 9.
(vi) to incrementally adjust the bid prices for, and payment to, winning bidders to the extent that the MISO rate for Network Integration Transmission Service (NITS), Seams Elimination Cost Adjustment (SECA) or other non-market-based FERC-approved charges change, or are newly approved, and apply to the winning bidder(s) during the period June 1, 2009 through May 31, 2011 pursuant to a FERC order.
Obligations of the Companies. Neither Company shall, without the ---------------------------- Manager's prior written consent:
(a) Modify, amend, or do anything to affect the Businesses;
(b) Create or incur any indebtedness or other liability or obligation in connection with the Assets or Businesses;
(c) Enter into or terminate any lease, agreement, contract or other commitment in connection with either Business;
(d) Release or create or incur any mortgage, lien or other encumbrance with respect to the Assets or Businesses;
(e) Sell, abandon or otherwise dispose of any of the Assets;
(f) Make any commitment relating to any of the Assets of either Business; or
(g) Cancel or waive any claim or right with respect to the Assets or Businesses. The Companies shall have no obligations other than those set forth in this Management Agreement.
Obligations of the Companies. 5.1 The Administrative Agent, the Collateral Agent or a Lender may be unable to enforce a transaction which it has entered into with any Company if it knew or should have known (a) that the officers of that Company were entering into the transaction for a purpose different from the purposes for which that Company's constitution empowered them to enter into transactions of that kind or (b) that no reasonable board of directors could reasonably consider it to be in the best interests of the relevant Company to enter into the transaction. In such circumstances, the Administrative Agent, the Collateral Agent or that Lender may be liable to repay amounts which it received from the Company under the transaction.
5.2 This opinion is given on the assumption (which we have not verified) that, after executing the Documents, each Company was fully solvent and that the execution of the Documents will not cause any Company to cease to be fully solvent. If this assumption is incorrect, the Guaranty might be liable to be set aside as regards the Companies under general company law principles relating to directors' duties or under section 238 of the Insolvency Axx 0000 (transactions at an undervalue).
Obligations of the Companies. At the Closing, each of the Companies shall deliver to ADAC:
(a) all customer and supplier lists, books of account, contracts and all records of such Company relating to the Assets, together with all drawings, designs, specifications, plans, instructions, manufacturing data, advertising material and all other technical and sales material of such Company relating to the business of such Company, whether contained in electronic media or otherwise (collectively, the "Books and Records");
(b) possession of the Assets;
(c) all documents of title relating to the Assets;
(d) a xxxx of sale in the form attached hereto as Exhibit D (the "Xxxx of Sale");
(e) an assignment and assumption agreement in the form attached hereto as Exhibit E (the "Assignment and Assumption Agreement") with respect to the Assumed Contracts; and
(f) each of the other agreements and documents contemplated to be delivered by or entered into by such Company as referenced in Article 7 hereof.
Obligations of the Companies. All obligations of the Companies shall be joint and several obligations of each Company.