Obligations of Xxxxxx. Xxxxxx shall take all commercially reasonable steps, execute all such documents and do all such acts and things necessary to have the Vitus Nominees serve as members of the Board of Directors of Xxxxxx, provided such persons are eligible to serve on the Board of Directors of Xxxxxx. Without limiting the generality of the foregoing, Xxxxxx shall: (i) cause the Vitus Nominees to be included in the management slate of nominees for election to the Board of Directors of Xxxxxx at every meeting of shareholders of Xxxxxx called for that purpose; and (ii) support the Vitus Nominees for election at every meeting of shareholders of Xxxxxx called for that purpose.
Obligations of Xxxxxx xxx. Xxxxxx.xxx will use commercially ------------------------- reasonable efforts to market and promote the fact that the Production Services are available through Company.
Obligations of Xxxxxx. Xxxxxx shall have the following --------------------- obligations under this Agreement:
(a) To keep PWM continuously and fully informed (or cause the custodian of the Fund's assets to keep PWM so informed) as to the composition of the investment portfolio of the Fund and the nature of all of the Fund's assets and liabilities from time to time;
(b) To furnish PWM with a certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants and with copies of any financial statements or reports made to the Fund's shareholders or to any governmental body or securities exchange;
(c) To furnish PWM with any further materials or information which PWM may reasonably request to enable it to perform its function under this Agreement; and
(d) To compensate PWM for its services in accordance with the provisions of Section 4 hereof.
Obligations of Xxxxxx. (a) Should the Company, in its sole discretion or as otherwise required by this Agreement, decide to file a Registration Statement, Xxxxxx shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required by the provisions of this Agreement to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify Xxxxxx of the information the Company requires from Xxxxxx if Xxxxxx elects to have any of the Registrable Securities included in the Registration Statement. Xxxxxx shall provide such information to the Company at least four (4) Business Days prior to the first anticipated filing date of such Registration Statement if Xxxxxx elects to have any of the Registrable Securities included in the Registration Statement.
(b) Xxxxxx, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless Xxxxxx has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.
(c) Xxxxxx agrees that, upon receipt of any notice from the Company of the happening of an event pursuant to Section 4(g) hereof, Xxxxxx will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until Xxxxxx is advised by the Company that such dispositions may again be made.
(d) Xxxxxx may not participate in any underwritten distribution hereunder unless Xxxxxx (a) agrees to sell Xxxxxx’x Registrable Securities on the basis provided in any underwriting arrangements applicable to such distribution, (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (c) agrees to pay its pro rata share of all underwriting discounts and commissions applicable with respect to its Registrable Securities.
Obligations of Xxxxxx. As a material term of this Agreement, Xxxxxx --------------------- agrees to the following:
Obligations of Xxxxxx. Xxxxxx will:
Obligations of Xxxxxx. Within five (5) days of the date hereof, Xxxxxx shall deliver to the Escrow Agent an aggregate of One Million (1,000,000) shares of Lakota common stock (the "Pledged Shares"), along with a fully executed and medallion guaranteed stock power sufficient to transfer title and ownership of the Pledged Shares, to be delivered in accordance with the terms of the Escrow Agreement which shall include terms substantially as follows:
(i) Upon the timely delivery of the $100,000 set forth in section 2(A)(ii) hereof, the Escrow Agent shall return the Pledged Shares to Xxxxxx, and the obligations of the Escrow Agent and Xxxxxx arising under this section 2(B) shall cease;
(ii) Notwithstanding the foregoing, however, in the event that the $100,000 is not timely delivered to Xxxxxxxx as set forth in section 2(A)(ii) hereof, then upon receipt of written demand from Xxxxxxxx after March 11, 2000, the Escrow Agent shall deliver to Xxxxxxxx the Pledged Shares, along with the executed stock power, and the obligations of the Escrow Agent and Xxxxxx arising under this section 2(B) shall cease.
Obligations of Xxxxxx. Xxxxxx agrees to fulfill the following responsibilities and perform the following tasks and to reasonably cooperate with IAE in the performance of IAE’s responsibilities hereunder.
10.1 Data and Procedures [*] for an Eligible Engine, Xxxxxx shall or cause an Engine Operator to:
10.1.1 As reasonably requested or at minimum, after engine removal or upon the termination or expiration of an Engine Operator’s lease of any Eligible Engine during the Period of Cover maintain, collect and provide to IAE performance trend monitoring data on each Eligible Engine, maintain timely records in form and detail sufficient for the accurate and expeditious administration of the terms of this Agreement including the assessment of operating conditions relative to those set out in Article 7 of this Agreement;
10.1.2 As reasonably requested or at minimum, after engine removal or upon the termination or expiration of an Engine Operator’s lease of any Eligible Engine during the Period of Cover, make available, and provide IAE’s electronic condition monitoring and analysis provider with access to, summary data (such data to be collected in accordance with this Section 10.1).
10.1.3 within [*] during the term of this Agreement, report to IAE, in an electronic format mutually agreed between IAE and Xxxxxx, [*] for each flight by each Eligible Engine during the preceding month;
10.1.4 ensure that all reasonable data required by IAE to facilitate the correction of any problem causing an Eligible Engine removal is made available to IAE;
10.1.5 ensure that each Eligible Engine delivered to an IAE Network Facility is accompanied by a record of Eligible Engine total [*], in a form provided by IAE and mutually agreed by both Parties;
10.1.6 ensure Eligible Engines are available for maintenance services in a Testable Engine configuration when inducted at an IAE Network facility, and are preserved in accordance with IAE technical manuals and [*] recommendations; and
10.1.7 provide all engine records required to write the workscope within [*] after the Eligible Engine has been removed from the applicable Aircraft.
Obligations of Xxxxxx. Whenever required under this Section 2 to effect the registration of the Registrable Securities, Xxxxxx will, as expeditiously as reasonably possible:
(i) Prepare and use its Best Efforts to file with the SEC a registration statement within 120 days of the Holders’ request with respect to such shares and use its Best Efforts to cause such registration statement to become and remain effective until the earlier of three years from the date the registration statement is filed or the disposition of all securities covered by the registration statement;
(ii) Prepare and use its Best Efforts to 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 Securities Act with respect to the disposition of all securities covered by such registration statement;
(iii) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the shares owned by them and covered by such registration statement;
(iv) Use its Best Efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such states or jurisdictions as may be reasonably requested by the Holders; provided, that Xxxxxx will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(v) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering (provided the Holders also enter into and perform their obligations under such underwriting agreement);
(vi) Notify the Holders as promptly as possible at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and promptly ...
Obligations of Xxxxxx. Xxxxxx will be solely responsible for providing a secure padlock for the unit and ensuring it is locked so as to be secure from unauthorised entry at all times when the Xxxxxx is not in the unit. ACCE Storage will not be responsible for locking any unlocked unit. Xxxxxx is not permitted to apply a padlock to the Unit in’s overlocking position and Acce Storage may have any such padlock forcefully cut off at Xxxxxx’x expense. Where applicable, Xxxxxx will secure the external gates and/or doors of the Facility.
