Obligations of Vendor. At or prior to the Time of Closing, the Vendor shall:
(a) Assign and transfer to the Purchaser the Purchased Shares and deliver the share certificate(s) representing the Purchased Shares duly endorsed for transfer to the Purchaser or as directed by him;
(b) Do all other things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser free and clear of any Liens whatsoever;
(c) Deliver to the Corporation and the Purchaser all necessary documents (which documents shall be in form and substance reasonably satisfactory to the solicitors for the Purchaser) required to transfer to the Purchaser the indebtedness of the Corporation and the other Shareholder to the Vendor or to otherwise comply fully with the intent of this Agreement;
(d) Deliver to the Corporation signed resignations of the Vendor and its nominees, if any, as Directors, officers and employees of the Corporation, as the case may be;
(e) Deliver to the Corporation releases by the Vendor and its nominees, if any, of all claims against the Corporation with respect to any matter or thing up to and including the Time of Closing in their capacities as Directors, officers, Shareholders, employees or creditors of the Corporation, as the case may be, except for any claims which might arise out of the Sale Transaction;
(f) Deliver to the remaining Shareholder releases by the Vendor and its nominees, if any, all claims against each remaining Shareholder and his respective nominees, if any, in his capacity as a Shareholder, Director or officer of the Corporation, except for any claims which might arise out of the Sale Transaction; and
(g) Either provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a non-resident of Canada within the meaning of the Income Tax Act (Canada) or provide the Purchaser with a certificate pursuant to subsection 116(2) of the Income Tax Act (Canada) with a certificate limit in an amount not less than the Purchase Price for the Purchased Shares.
Obligations of Vendor. 3.1 Until the Completion Date the Vendor will inform and keep the Purchaser informed of any matter which materially affects the Business and will consult the Purchaser before taking any action in respect of such matter.
3.2 The Vendor agrees that until the Completion Date it will not, except where such action or activity is in the ordinary course of business:
(a) enter into any abnormal or unusual transactions relating to or adversely affecting any or all of the Assets;
(b) incur any liabilities in relation to any or all of the Assets;
(c) grant or agree to grant any encumbrance over any or all of the Assets.
Obligations of Vendor. 4.1 Vendor shall use its best efforts to ship the Product within five (5) days after receipt of Xxxxxx'x order for the Product, unless otherwise directed by Ingram.
4.2 At no charge to Ingram, Vendor shall support the Product and any efforts to sell the Product by Ingram, and provide sales literature, advertising materials and reasonable training and support in the sale and use of the Product to Xxxxxx'x employees and customers, if requested by Ingram.
4.3 Vendor shall notify Ingram at least thirty (30) days prior to the date any new Product is to be introduced and shall make such Product available for distribution by Ingram not later than the date it is first introduced in the marketplace.
4.4 Vendor agrees to maintain sufficient Product inventory to permit it to fill Xxxxxx'x orders as required herein. If a shortage of any Product in Vendor's inventory exists in spite of Vendor's good faith efforts, Vendor agrees to allocate its available inventory of such Product to Ingram in proportion to Xxxxxx'x percentage of all of Vendor's customer orders for such Product during the previous sixty (60) days.
4.5 For each Product shipment to Ingram, Vendor shall issue to Ingram an invoice showing Xxxxxx'x order number and the Product part number, description, price and any discount. At least monthly, Vendor shall provide Ingram with a current statement of account, listing all invoices outstanding and any payments made and credits given since the date of the previous statement, if any.
Obligations of Vendor. Vendor agrees to comply with and perform each and all of the following obligations, in addi- tion to those set forth elsewhere in this Agreement.
a. To occupy Vendor’s Space assigned by FBB during and throughout the Race pursuant to the terms of this Agree-ment:
b. To exhibit only the following products (or such other products as may hereafter be agreed to in writing by FBB)
c. Vendor understands that there may be food and xxxxx-age sale and or giveaway limits as stated in section 8 of the Rules and Regulations document.
d. To make payment in the following amounts to FBB upon Vendor’s execution of this Agreement: $250 for each booth reserved,
e. To maintain and staff its exhibit continuously through- out the official hours of the Race which are as follows: Sunday, October 20, 2019; 7:00 a.m. - 12:00 p.m.
f. To read, understand and comply with the Rules and Regulations, a copy of which is attached hereto and ex-plicitly incorporated herein as additional terms of this Agreement.
Obligations of Vendor. Vendor will furnish goods and / or services suitable for a family oriented event at the above mentioned location, on specified dates and times. Please describe type of goods and / or services; use back of this page if necessary Vendor booth space required: Width Depth Circle all that apply and / or make sure needs are known BEFORE the festival. Any vendor that comes to the Yale Bologna Festival without naming specific needs BEFORE the event forfeits the right to demand the need AND their vendor payment AND possibly their space if needs cannot be met. You must provide your own hose/ electrical hook up lines and must secure them.
Obligations of Vendor. Except as specifically delegated by this Agreement to MMC, the Vendor shall retain all management and administrative prerogatives and responsibilities as would normally be assumed by the owner and operator of a medical facility. Without limiting the foregoing, Vendor agrees as follows:
(a) To operate the Network Clinics as renal dialysis facilities under the Medicare ESRD Program and, if required, as a properly licensed renal facility under state laws and regulations.
(b) To provide all necessary equipment, personnel, supplies, and services (other than medical services) required for the operation of the Network Clinics including a business manager or administrator under contract or otherwise.
(c) To establish, modify, and implement through contract or otherwise non-clinical policies and procedures concerning the administration of the Network Clinics including purchasing, personnel staffing, inventory control, equipment maintenance, accounting, legal, data processing, medical record keeping, laboratory, billing, collection, public relations, insurance, cash management, scheduling, and hours of operation.
(d) To pay, or arrange to pay, all wages, salaries, and other compensation, including social security, unemployment, withholding, and all other taxes and payroll deductions for any and all personnel of the Network Clinics.
(e) To maintain patient-to-staff ratios at the Network Clinics consistent with national averages for academic medical institutions that have outsourced their dialysis programs to national vendors.
(f) To consult with the Medical Directors regarding the employment or dismissal of key personnel of the Network Clinics, including the Administrator, Director of Nursing, Social Worker, Dietician, and
Obligations of Vendor. If necessary or required by law, the Vendor shall promptly execute or cause to be executed all documents, deeds, conveyances and other instalments of further assurance which may be reasonably necessary or advisable to carry out fully the intent of this Agreement or to record the Purchaser as the sole legal and beneficial owner of the Mining Concessions at the Mines Registry office of the Federal Bureau of Mines.
Obligations of Vendor. Vendor will comply with EU Data Protection Law when Processing Personal Data for the Purposes in connection with the Services, and it will:
4.1. Only Process Personal Data in accordance with the Customer’s lawful written instructions and not for any other purposes than those specified in Appendix 1, Clause 2, or as otherwise agreed by both Parties in writing.
4.2. Promptly inform Customer if, in its opinion, the Customer’s instructions infringe EU Data Protection Law, or if Vendor is unable to comply with the Customers’ instructions.
4.3. Cooperate with Customer in its role as Controller to fulfil its own data protection compliance obligations under EU Data Protection Law, including by providing all information available to Vendor as necessary to demonstrate compliance with the Customer’s own obligations and where applicable to help Customer conducting data protection impact assessments or prior consultation with supervisory authorities.
4.4. Keep internal records of Processing of Personal Data carried out as a Processor on behalf of Customer.
4.5. Assist Customer in fulfilling its obligation to respond to Data Subjects’ requests to exercise their rights as provided under EU Data Protection Law and specified under Clause 3.6., and notify Customer about such requests if Vendor receives it directly from the Data Subject.
4.6. Notify Customer when local laws prevent Vendor (1) from fulfilling its obligations under this Agreement and have a substantial adverse effect on the guarantees provided by this Agreement, and (2) from complying with the instructions received from the Customer via the Agreement, except if such disclosure is prohibited by applicable law, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation.
4.7. When the Agreement expires or upon termination of the Agreement or upon a request to delete or return Personal Data by Customer, except for any Personal Data which Vendor Processes as a Controller, Vendor will, at the choice of Customer, delete, anonymize, or return such Personal Data to Customer, and delete or anonymize existing copies unless applicable law prevents it from returning or destroying all or part of the Personal Data or requires storage of the Personal Data (in which case Vendor will protect the confidentiality of the Personal Data and will not actively Process the Personal Data anymore).
Obligations of Vendor. Vendor shall provide certain services to ASCE as specifically described on Attachment A to this Agreement.
Obligations of Vendor. (a) Vendor agrees not to use or disclose PHI other than as permitted or required by this BA Agreement or as Required by Law. Vendor will comply with the provisions of this BA Agreement related to the privacy, security and breach notification of PHI and all present and future provisions of the HIPAA Rules that are applicable to Business Associate and/or Vendor. To the extent that Vendor is to carry out any of a covered entity’s obligations under the Privacy Rule, Vendor shall comply with the requirements of the Privacy Rule that apply to such covered entity in the performance of such obligations.
(b) Vendor agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this BA Agreement and comply with the Security Rule with respect to electronic PHI.
(c) Vendor agrees to mitigate, to the extent practicable, any harmful effect that is known to Vendor of a use or disclosure of PHI by Vendor in violation of the requirements of this BA Agreement.
(d) Xxxxxx agrees to report promptly to Business Associate any use or disclosure of the PHI not provided for by this BA Agreement or Security Incident of which it becomes aware. This provision applies to Breaches of Unsecured PHI, as those terms are defined at 45 C.F.R. § 164.402. Vendor’s notice shall include the applicable elements as set forth at 45 C.F.R. §
