Obligations of the Recipient. In consideration of the payment received under Section 3 below, the RECIPIENT shall perform the Activities and provide SANOFI with the Counterpart in good faith and accordance with the provisions of this Agreement, the laws and practices applicable to the Activities. The RECIPIENT certifies that it has the status of sponsorship recipient. The RECIPIENT shall immediately inform SANOFI if the funds (donation and/or other contribution) provided by SANOFI and all its Affiliates to the RECIPIENT exceeds the threshold of one hundred and fifty thousand euros (150.000€) during the calendar year of this Agreement. If due to the changed circumstances, the RECIPIENT loses his right to receive the funding, the RECIPIENT must immediately notify SANOFI in writing and the Agreement will automatically terminate. In invitations to the Activities, it must be clear to the recipients of such invitations that the Activities are sponsored by SANOFI and, if other pharmaceutical companies sponsor the Activities as well, it must be clear to the HCPs that the Activities are also sponsored by such other pharmaceutical companies.
Obligations of the Recipient. 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall, and shall procure that its Representatives shall:
(a) not use or exploit the Confidential Information in any way except for the Purpose;
(b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement;
(c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);
(d) not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;
(e) keep separate the Confidential Information from all documents and other records of the Recipient;
(f) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use;
(g) ensure that any document or other records containing Confidential Information shall be kept at its premises and shall not remove or allow to be removed such document or records from its premises.
2.2 The Recipient may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that:
(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure and shall obtain from its Representatives enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of this agreement are upon the Recipient;
(b) at all times, it is responsible for such Representatives' compliance with the obligations set out in this agreement; and
(c) it keeps a written record of such Representatives.
2.3 The Recipient may disclose Confidential Information to the extent absolutely required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives t...
Obligations of the Recipient. The Recipient shall use its reasonable best efforts, for so long as there are Registrable Securities outstanding, to take such actions as are under its control to not become an ineligible issuer (as defined in Rule 405 under the Securities Act) and to remain a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) if it has such status on the Signing Date or becomes eligible for such status thereafter. In addition, whenever required to effect the registration of any Registrable Securities or facilitate the distribution of Registrable Securities pursuant to an effective Shelf Registration Statement, the Recipient shall, as expeditiously as reasonably practicable:
(a) Prepare and file with the SEC (or the OCC, if the Recipient is a national bank or federal savings association) a prospectus supplement or post-effective amendment with respect to a proposed offering of Registrable Securities pursuant to an effective registration statement, subject to Section 1.4 of this Annex E, keep such registration statement effective and keep such prospectus supplement current until the securities described therein are no longer Registrable Securities. The plan of distribution included in such registration statement shall include, among other things, an underwritten offering, ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers, block trades, privately negotiated transactions, the writing or settlement of options or other derivative transactions and any other method permitted pursuant to applicable law, and any combination of any such methods of sale.
(b) Prepare and file with the SEC (or the OCC, if the Recipient is a national bank or federal savings association) such amendments and supplements to the applicable registration statement and the prospectus or prospectus supplement used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act (or Part 16, if the Recipient is a national bank or federal savings association) with respect to the disposition of all securities covered by such registration statement.
(c) Furnish to the Holders and any underwriters such number of copies of the applicable registration statement and each such amendment and supplement thereto (including in each case all exhibits) and of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act (or Part 16, if the Recipient is a na...
Obligations of the Recipient. The Recipient is obliged to pre-finance (withliquid assets/money only) the total amount of the investment referred to in Annex 1of this Contract by himself/herself.
Obligations of the Recipient. The Recipient promises to perform, or cause to be performed, the obligations specified in Attachment A, Scope of Services.
Obligations of the Recipient. 3.1 The Recipient understands and agrees that funding for this Project is as described in Schedule AA@ of this Agreement, and that all funding pursuant to this Agreement must be applied to Eligible Costs.
3.2 The Recipient understands and agrees that, in order to receive funds for the Project, the Recipient must enter a claim to the Province for the Eligible Costs it has incurred and that such Eligible Costs must be invoiced and paid by the Recipient prior to the claim being submitted to the Province.
3.3 The Recipient understands and agrees that the Project will begin within six (6) months of the date of this Agreement, and that it will complete the Project fully, and in a timely manner. If the Recipient fails to comply with this provision, the Province may terminate this Agreement. Any costs incurred by the Recipient after the termination date will not be eligible for funding. Any costs incurred by the Recipient prior to the termination date may be eligible for funding, at the sole discretion of the Minister.
3.4 The Recipient agrees to abide by the relevant procurement policies as stated in Schedule "E" attached hereto.
3.5 Prior to commencing the Project, the Recipient is required to file with the Department of Communities, Cultural Affairs and Labour the following items:
(a) any document of the Recipient inviting any price proposal (tender) for the Project;
(b) list of all price quotations received by the Recipient with regard to the Project;
(c) copies of the successful price quotations accepted by the Recipient for the Project;
(d) updated milestones list for the Project, (start and end dates, announcements)
(e) evidence of insurance as required by this Agreement.
3.6 The Recipient understands and agrees that Eligible Costs must be claimed no later than March 31st in the Fiscal Year following the Fiscal Year in which the Eligible Costs were incurred and in any case no later than March 31, 2014.
3.7 The Recipient, where applicable, and in accordance with the terms and conditions of this Agreement, shall be responsible for contributing its share of the Eligible Costs of a Project as approved by the Province, and set out in Schedule AA@.
3.8 The Recipient agrees to keep proper and accurate accounts and records with respect to the Project and to keep and maintain those accounts and records for a period of six (6) years after the completion Date of the Project.
Obligations of the Recipient. 4.1 The Recipient expressly warrants and undertakes that it will:
4.1.1 process the Personal Information strictly in accordance with its mandate and any specific instructions provided to it by KAAP AGRI from time to time;
4.1.2 not use the Personal Information for any other purpose, save for the purpose of processing the Personal Information as per the Agreement / Addendum;
4.1.3 treat the Personal Information as confidential and only disclose, transfer and/or hand over the Personal Information to those person(s) who are employed by it, and who need to process the Personal Information in accordance with the mandate to process as an Recipient and/or in terms of the Agreement / Addendum under strict undertakings of confidentiality;
4.1.4 in addition to the provisions of clause 4.1.3, treat the Personal Information as confidential and only disclose, transfer and/or hand over the Personal Information to third parties where under any specific instructions as issued by KAAP AGRI in writing from time to time or where required by law and only once it has provided KAAP AGRI with adequate warning of this requirement to disclose and the related details thereof, including the identity of the person who is to receive the Personal Information, the reason for the disclosure and confirmation that the person to whom the Personal Information is to be disclosed to, has signed the POPIA onwards transmission notice attached hereto marked Annexure “A”;
4.1.5 ensure that it has and will continue to have in place, appropriate technical and organizational measures to protect and safeguard the Personal Information against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, including Industry Best Practices, which provide a level of security appropriate to the risk represented by the processing and the nature of the Personal Information to be protected and which safeguards comply with the requirements set out under POPIA, and in addition, which measures are in line with the requirements described under the attached KAAP AGRI Security Service Level Requirements, marked Annexure “B”;
4.1.6 implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate: the pseudonymisation and encryption of Personal Information; the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; the ability to restore the availability and access ...
Obligations of the Recipient. Section 3.01. The Recipient shall take or cause to be taken all actions necessary or appropriate to enable the Federation to perform its obligations under this Agreement and shall not take or permit to be taken any action which would prevent or interfere with such performance.
Obligations of the Recipient. Books of Account
4.01 The Recipient shall at all times maintain complete, accurate and up-to-date books of account with respect to all financial matters relating to this Agreement. Such books of account shall be maintained in accordance with generally accepted accounting principles and must accurately reflect all costs and expenses incurred and expended under this Agreement. Audited Cost Report
4.02 Where the Disbursement Amount meets or exceeds one hundred thousand dollars ($100,000), the Recipient must submit an independent Audited Cost Report as part of the Completion Report. “Independent” means that the audit must be prepared by an external auditor who does not normally prepare the Recipient’s books and financial statements. The Audited Cost Report will be expected to conform to Generally Accepted Accounting Principles (GAAP) and must include (among standard audit notes):
Obligations of the Recipient. 5.1 The Recipient may only carry out research according to the protocol approved by the HREC.
5.2 The Recipient shall protect and keep the Material confidential.
5.3 The Recipient may not transfer or otherwise provide the Material to any party, other than those parties listed in Annexure A, without approval of the HREC.
5.4 Should the Materials become identifiable for any reason whatsoever, the Recipient must inform the Provider without delay.
5.5 The Recipient shall deliver feedback to the Provider on the development and progress made with regard to the Project by supplying the Provider with updated information where relevant and in terms of applicable ethical and legal requirements.
5.6 The Recipient agrees that the Material will be located at: (entity details)
