OBLIGATIONS OF XXXX xxx. In furtherance of its obligations under Section 2.01 or 2.02 to use its commercially reasonable efforts to effect the registration of the Registrable Securities, Xxxx.xxx shall, as expeditiously as reasonably possible,
(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and keep such registration statement effective until (i) in the case of a Demand Registration, the time when all Registrable Securities are eligible for sale by the Holders pursuant to Rule 144(k) and (ii) in the case of a Piggyback Registration, until 90 days after the effectiveness of such registration statement;
(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration until the earlier of the time periods specified in Section 2.03(a) and such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the Holders set forth in such registration statement;
(c) Furnish to the Holders such numbers of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits) and prospectus, including any preliminary prospectus, in conformity with the requirements of the Act, and such other documents as the Holders may reasonably request in order to facilitate the disposition of the Registrable Securities;
(d) Use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions (domestic or foreign) as each Holder thereof shall reasonably request, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder, except that Xxxx.xxx shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 2.03(d) be obligated to be so qualified, to subject itself...
OBLIGATIONS OF XXXX. XXXX’x obligations under this Agreement shall include the following:
2.1 XXXX shall:
a) Permit the Chapter to utilize the XXXX name in the name of the Chapter, provided that the Chapter adds words distinguishing the Chapter from XXXX as required by Section 1.1, and adds words distinguishing the Chapter from any existing Chapters of XXXX.
b) Identify an XXXX staff liaison as a point of contact to maintain and enhance the XXXX- Chapter relationship.
c) Provide all chapters, periodically, with a statement of chapter benefits that identifies the services to be provided to help chapter leaders offer opportunities for chapter education and networking events and to communicate with chapter members.
d) Notify the Chapter of educational and other opportunities available to Chapter members, including those activities of XXXX that will take place within the area served by the Chapter.
e) Upon the request of the Chapter and space considerations permitting, post current information supplied by Chapter relating to its programs, products and services on the XXXX website page devoted to chapter activities [customize for XXXX, e.g., if this is done as part of e-newsletter or other medium instead of or in addition to website].
f) Upon the request of the Chapter, provide an up-to-date list of ASHE members residing in (fill-in state or region to be included in the list) showing member name, organizational name and mailing address (the “XXXX Mailing List”); provided, XXXX shall not be required to provide the XXXX Mailing List more often than once per year of this Agreement and use of the list shall be subject to the requirements in Section 3.2.
OBLIGATIONS OF XXXX. 4.1 For qualified claims of the County under the Policies: XXXX will supervise, administer, manage and provide claims adjudication through County Technical Services, Inc. or such other entity or person as the Board of Directors of XXXX ("Board") may determine, until further notice thereof provided to the County, in accordance with the Intergovernmental Agreement and shall act as the representative of County in all matters related to such services.
OBLIGATIONS OF XXXX. XXXX shall comply with the Project Approval and Subsequent Approvals, including, without limitation, those conditions relating to the provision of traffic, sanitary sewer, water, stormwater and other infrastructure.
OBLIGATIONS OF XXXX. Xxxx’x role in finalizing the U.S. adoption is limited to the following: (1) In adoptions subject to the Hague Convention, determining whether the U.S. Secretary of State has issued a certificate approving of the proposed adoption; (2) Providing Xxxx’x agency consent or agreement to the adoption, as more fully set forth in the Placement Agreement, and to the extent that Xxxx, in its sole discretion and professional judgment, deems such consent or agreement advisable; (3) providing to the appropriate court any report required by the court of Xxxx; and (4) providing any necessary legal documents which Xxxx already possesses or may readily obtain. Except as specified herein, Xxxx is under no obligation to create legal documents or pleadings for the U.S. adoption proceeding.
OBLIGATIONS OF XXXX. 3.1 XXXX shall provide the Funding to the Third Party in accordance with the payment schedule set forth in this Agreement.
3.2 NINA shall provide the Third Party with all necessary information and support to facilitate the implementation of the Tasks.
3.3 XXXX shall monitor the Third Party's performance and compliance with the terms of this Agreement.
OBLIGATIONS OF XXXX. 2.1 Xxxx agrees to reimburse Xxxxx for the actual cost of the additional full time employees hired in accordance with §1.3, such reimbursement to include but not be limited to wages, payroll taxes, cost of benefits such as health insurance, life insurance and retirement contributions, holiday and vacation pay, paid sick time and any overtime incurred in order for Waldo to fulfill its obligations under this Agreement. It is the intention of the Parties that Xxxx bear the full cost of employment of the three (3) full time employees hired by Xxxxx pursuant to §1.3.
2.2 It is understood that Xxxxx may negotiate with its employees (and any applicable collective bargaining agent for those employees) a stipend for the WRCC employees, when assigned to handle 911 emergency calls. Xxxx agrees to reimburse Xxxxx for this stipend in an amount not to exceed the equivalent of five dollars ($5.00) per hour for such employees.
2.3 Xxxx agrees to make an initial payment to Xxxxx in the amount of One Hundred Forty Two Thousand dollars ($142,000.00) in consideration of Xxxxx’x obligations as set forth in §1.2.
2.4 Xxxx agrees to make a further initial payment of Twelve Thousand Three Hundred Fifty dollars ($12,350.00) towards the amounts to be invoiced in accordance with §1.4 and paid in accordance with §§2.1 and
OBLIGATIONS OF XXXX. 2.1 Xxxx hereby grants to ABH and ABH Customers an irrevocable release from any charge of past, present and future infringement of the Meisel Patents ("Xxxx-Release").
2.2 Xxxx has full authority to grant the Xxxx-Release and/or waivers in Article 2.1
2.3 Xxxx shall pay to ABH a lump sum of U.S. $ 900,000 (nine hundred thousand U.S. dollars) subject to Article 2.4.
2.4 The Parties agree that the payment (Article 2.3) is in full and final settlement of the releases, waivers and rights granted by the Parties to each other expressed herein. The Parties agree that such payment is without prejudice to Xxxx'x position that prior to this Agreement it had no legal duty to make any payment to ABH.
2.5 The sum of U.S. $ 900,000 (nine hundred thousand U.S. dollars) shall be paid in the following installments:
2.5.1 One-third of said sum, that is U.S. $ 300,000 (three hundred thousand U.S. dollars) shall be paid within seven (7) bank working days in Germany from the date of signature of this Agreement;
2.5.2 The remaining two-thirds, that is U.S. $ 600,000 (six hundred thousand U.S. dollars) shall be paid, to an account nominated by ABH, in 8 (eight) installments of U.S. $75,000 (seventyfive thousand U.S. dollars) each, no later than the first banking working day in Germany of the following months: October 2002; January 2003; April 2003; July 2003; October 2003; January 2004; April 2004; and July 2004.
2.6 Upon the coming into effect of this Agreement (5.5), the Parties shall have no claims against each other in relation to the subject matter of this Agreement other than those expressly defined in this Agreement and the Patent License Agreement executed contemporaneously herewith (A4).
OBLIGATIONS OF XXXX. 3.1 Xxxx agrees to provide the following information to the Tax Adviser via the Portal: Tax Packs & any other applicable Tax documents related to clients
3.2 Xxxx’x maximum aggregate liability under or in connection with these Terms and/or arising out of or in connection with the Portal and/or Materials (whether in contract, tort including negligence, equity or otherwise) is in all circumstances limited in aggregate to Ten Thousand Euros (€10,000). We are not liable for any indirect or consequential damages including, but not limited to, loss of profit, loss of business, business interruption or loss of business opportunity arising from or in connection with the use of the Portal or Materials. Similarly, we shall not be liable if any Material infringes your privacy, good
OBLIGATIONS OF XXXX. 3.1 Xxxx their heirs, successors and assigns, agree that they shall do nothing to enlarge the aforesaid Encroachment Area.
3.2 Xxxx, their heirs, successors and assigns, agree that the aforesaid Encroachment Area shall be maintained in an aesthetically pleasing manner (in the opinion of the City), and in good repair.
3.3 Xxxx for and on behalf of themselves, jointly and severally, their heirs, successors and assigns, agrees to indemnify, defend and hold harmless the City, its successors and assigns, from any loss, damages, cost and expenses, including court costs and reasonable attorneys’ fees, incurred by City as a result of Xxxx’x, or Xxxx’x invitees, guests, employee’s, agent’s, or contractor’s, successors and/or assigns actions on or within the Encroachment Area, and/or City’s adjoining property.
3.4 Xxxx, and their heirs, successors and assigns, acknowledge and agree: 1) neither the City of Tega Cay, nor its employees, agents, or contractors shall be responsible for any damage resulting to the Encroachment Area resulting from the maintenance, or use, of the City’s property, regardless of whether such maintenance, and or use, is negligent; 2) the Encroachment Area is located within the City Property and therefore members of the general public may have certain rights to enter and use the Encroachment Area.
3.5 Xxxx, and/or their heirs, successors or assigns, shall not acquire any legal title or interest in the Encroachment Area, pursuant to this Agreement or otherwise. Xxxx, their heirs, successors and assigns agrees that the use of the Encroachment Area is by permissive use only, subject to the terms and conditions of this Agreement.
