Obligations of Xxxxxxx. Xxxxxxx will provide the services set out on Exhibit A attached hereto (collectively, the “Services”) to Client. If the Services include the placement of insurance coverages, Xxxxxxx will use its commercial best efforts to secure such insurance coverages on Client’s behalf. In the event an Insurance company cancels or refuses to place such insurance coverages, Xxxxxxx will use its commercial best efforts to obtain the same or substantially similar coverage from another insurance company.
Obligations of Xxxxxxx. Whenever required under Section 2.1 to use its commercially reasonable efforts to effect the registration of any Registrable Securities, Xxxxxxx shall, as promptly as reasonably practicable:
(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 and remain effective for a period of distribution ending upon the earlier of the sale of all Registrable Securities covered thereby and 90 days from the effective date thereof;
(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 Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement, and furnish to the Holders of the Registrable Securities copies of any such amendments and supplements prior to their being used or filed with the SEC;
(c) furnish to the Holders such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus and any amendments or supplements thereto in conformity with the requirements of the Securities Act) and such other documents and information as they may reasonably request and make available for inspection by the parties referred to in Section 2.3(d) below such financial and other information and books and records of Xxxxxxx, and cause the officers, directors, employees, counsel and independent certified public accountants of Xxxxxxx to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act;
(d) provide (i) the Holders of the Registrable Securities to be included in such Registration Statement, (ii) the underwriters (which term, for purposes of this Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act), thereof, (iii) the sales or placement agent therefor, (iv) counsel for such underwriters or agent, and (v) not more than one counsel for all the Holders of such Registrable Securities the opportunity to participate in the preparation of such Registration Statement, each Prospectus included therein or filed with the SEC, and each amendment or supplement thereto...
Obligations of Xxxxxxx. County Government (CCG)
A. CCG will provide CCT with a detailed course description and objectives of the training courses for concurrence or select a course offered through CSM’s Corporate Center available under this partnership.
B. CCG will provide the college with the facilitator/instructor bio and course material for concurrence by the college, if a CCG instructor is used. CCG understands that the college will not provide monetary compensation for the CCG facilitator/instructor or materials. CCG facilitator/instructor will be required to sign a college Instructor Waiver.
C. CCG instructors will provide the college with a completed participant sign-in sheet for each day of training. CCG instructors will verify each participant’s attendance and completion by signing, dating, and marking completion status (grade and attendance) on the sheet.
D. CCG will use the college caterer for all events requiring food.
E. CCG will provide $25.00 tuition payment to the college for each training course led by CCG instructors. Otherwise, CCG will be invoiced the cost of college instructor(s) and material/books per course as well as the $25.00 tuition cost. The college will xxxx CCG within 30 days after registration. Payment is due sixty (60) days from the date of invoice. Each training session may be canceled or postponed up to ten business days prior to the onset of the course. Cancellation after this date may result in charges to CCG for fees such as printing/material charges for the training. INDEMNIFICATION: Each party, to the fullest extent permitted by law, shall indemnify, defend, and save harmless the other, and its trustees, employees, agents and servants against any liability, for any and all bodily injury losses and damages and physical property damages to which the other party may become subject that result directly from the indemnifying party’s negligence except for those claims arising out of the sole negligence of the indemnified party. Notwithstanding anything to the contrary herein, CSM and CCG agree that in no event, regardless of the legal theory asserted (including without limitation breach of contract, negligence or any tort claim) shall either party be liable to the other or any person asserting claims on behalf of or in the right of it for consequential, indirect, incidental or special damages of any nature suffered by the other party (including without limitation, lost profits or business opportunity costs.) All communications relating to this agr...
Obligations of Xxxxxxx. Upon the termination of his position with the Company, or upon the Company’s earlier request, Xxxxxxx shall promptly deliver to the Company all documents and other tangible items comprising or referring to any confidential information of the Company or its affiliates, together with all copies, summaries and records thereof. Xxxxxxx shall forward to the Company all electronic copies of documents comprising or referring to confidential information of the Company or its affiliates held by or under the employee’s control, and thereupon delete the same.
Obligations of Xxxxxxx. Xxxxxxx will provide the Blessing Boxes and will maintain and repair the boxes as needed and collect data on them weekly.
Obligations of Xxxxxxx. XXXXXXX agrees to do the following with respect to the SIONIX MWTS: (i) take such action as reasonably requested by SIONIX (at no cost to XXXXXXX except as otherwise provided herein) to assist SIONIX in obtaining the applicable Permits and Licenses, including those set forth on Exhibit "E," attached hereto and incorporated herein by reference ("Permits"); (ii) pay for the Work in accordance with the terms herein; iii) timely respond to requests for information as reasonably requested by SIONIX; iv) designate the location of the improvements and provide access to the SIONIX MWTS Site (the "Site") in a condition which is suitable for the construction of the SIONIX MWTS; and (v) maintain the confidentiality of proprietary SIONIX information in accordance with and as set forth in the Mutual Confidentiality and Non-Disclosure Agreement, attached hereto and incorporated herein as Exhibit "F," to be executed between the parties to this Agreement simultaneous with the execution of this Agreement.
Obligations of Xxxxxxx. Xxxxxxx, either itself or through one of its Affiliates, shall use Diligent Efforts to obtain Regulatory Approval of the Product for the Initial Indication in the Territory and to maintain the validity of such Regulatory Approval throughout the Term, including the submission of any additional information requested by any Regulatory Authority in connection with such Regulatory Approval. Xxxxxxx shall have no obligation to file any application for Regulatory Approval for the Product in respect of any indication other than the Initial Indication.
Obligations of Xxxxxxx. 7 3.3 License of Xxxxxxx Technology..................................... 7
Obligations of Xxxxxxx. 5.01 In consideration for the payments noted under Section 4 above, Xxxxxxx hereby agrees to complete the following:
x. Xxxxxxx shall forthwith commence and complete; staking, site engineering, the Mensura and filing the inscription of Mensura in the Conservator of Mines in the Republic of Chile, as more fully described under Schedule "B" of the key mineral claims, being the Constelacion 2 and 4, contiguous to the Xxxxxx Xxxxxx mineral reserves at the recommendation of the geologist/owner of the Xxxxxx Xxxxxx which are will cover not less than six hundred (600) hectares and will negotiate, on behalf of Can-Ex, the balance of the fifty percent (50%) of the Constelacion Group held by Xxxxxxx to obtain a total ownership percentage for Can-Ex of a ninety-eight percent (98%) interest in the Constelacion Group I to 4 inclusive;
x. Xxxxxxx agrees to transfer title to the Project to Can Ex within sixty (60) days of receiving the final cash payment indicated under 4.01(a) above;
Obligations of Xxxxxxx. Except as provided in Section 5.3, Xxxxxxx shall indemnify and hold the CBS Indemnitees harmless from and against the following:
(a) any liability for Taxes of Xxxxxxx, GCI, GTC or the Limited Partnership for any Pre-Closing Period and any Pre-Closing Straddle Period, including any liability of any of GCI or GTC arising under the provisions of Treasury Regulation Section 1.1502-6(a) or comparable provisions of foreign, state or local law for any Pre-Closing Period and Pre-Closing Straddle Period (other than liabilities for Taxes described in Section 5.2(b));
(b) any liability for income, state franchise or similar Taxes (excluding any transfer or similar taxes covered by Section 5.1 of the CBS Merger Agreement) of GCI, GTC or the Limited Partnership with respect to any taxable income recognized solely from the transfer of GTC Stock and GCI Stock to CBS in exchange for the consideration provided for in the CBS Merger Agreement
(c) any liability for Taxes of the CBS Indemnitees arising from a breach of any representation or warranty contained in Section 2.6 of the CBS Merger Agreement, calculated as the amount of the excess of (x) the actual liability for Taxes of the CBS Indemnitee for the relevant taxable period over (y) the liability for Taxes of the CBS Indemnitee for such taxable period assuming such breach of representation or warranty had not occurred but with all other facts unchanged.
