Other Obligations of Company. The Company agrees to use its best efforts to enforce the terms of this Agreement, to inform the Investor of any breach hereof and to assist the Investor in the exercise of its rights and performance of its obligations under Section 2 hereof.
Other Obligations of Company. Proprietary assets maintained in the Funds’ shares by Company or any affiliate, parent or subsidiary of Company shall be excluded from the calculation of assets under management for purposes of determining payments due to Company hereunder. Company shall provide prior notice of such investments. (This language is not intended to encompass the beneficial ownership by Company of Fund shares attributable to Variable Contract owners.) By accepting the payments with respect to the Funds, Company agrees that it will not pass on any portion of such payments to its customers. To the extent Company passes on any portion of such payments to another entity, Company will take all reasonable steps to ensure that the entity does not pass on any portion of such payments to its or Company’s customers. Company agrees that it will disclose its receipt of fees to its customers with respect to investments in the Funds in accordance with applicable law and regulation and the rules of FINRA. Company agrees that CMDI may except certain of the assets Company’s customers maintained in the Funds from the assets under management calculation as long as both parties first agree to the exception. Company agrees to comply with the terms of all applicable offering documentation (including prospectuses and statements of additional information) in providing the services contemplated by this Agreement. CMDI shall not be obligated to make any payments under this Agreement unless all applicable Company offering documentation discloses, to the extent required by applicable law, that CMDI will make payments for the types of services described herein.
Other Obligations of Company. The Company agrees to use all reasonable efforts to enforce the terms of this Agreement, to inform the Holder of any breach hereof and to assist the Holder in the exercise of its rights and performance of its obligations under Section 3 hereof.
Other Obligations of Company. Proprietary assets maintained in the Funds’ shares on behalf of Company or any affiliate, parent or subsidiary of Company shall be excluded from the calculation of assets under management for purposes of determining payments due to Company hereunder. Company shall provide prior notice of such investments. By accepting the payments with respect to the administrative services provided to the Funds, Company agrees that it will not pass on any portion of such payments to its customers. To the extent Company passes on any portion of such payments to another entity, Company will take all reasonable steps to ensure that the entity does not pass on any portion of such payments to its or Company’s customers. Company agrees that it will disclose its receipt of fees to its customers with respect to investments in the Funds in accordance with applicable law and SEC regulation and rules. Company agrees that CMID may except certain of the assets Company’s customers maintained in the Funds from the assets under management calculation as long as both parties first agree to the exception. Company agrees to comply with the terms of all applicable offering documentation (including prospectuses and statements of additional information) in providing the administrative services contemplated by this Agreement. CMID shall not be obligated to make any payments under this Agreement unless all applicable offering documentation discloses, to the extent required by applicable law, that CMID will make payments for the types of administrative services described herein.
Other Obligations of Company. 12.1 Company shall provide information requested by Issuer for purposes of Issuer’s compliance with federal law related to customer identification and verification, including, but not limited to, name, address, date of birth, and other application information to identify the Company and/or Account Users.
12.2 Issuer may investigate the financial condition of Company and its subsidiaries and affiliates at any time. If requested, Company agrees to furnish Issuer copies of its official and finalized financial statements or other applicable financial information no later than one hundred twenty (120) days following the end of each of its fiscal
12.3 Company agrees to provide written notice (a) in advance of any change to its legal name or in the ownership of Company, (b) in advance of any change in the organizational structure of Company, including any merger or reorganization, or sale of substantially all of Company’s assets, (c) immediately if Company becomes insolvent or the subject of bankruptcy or insolvency proceedings, or (d) immediately after any appointment of a receiver or trustee for the benefit of creditors of Company.
Other Obligations of Company. 12.1 Company shall provide information requested by Issuer for purposes of Issuer’s compliance with federal law related to customer identification and verification, including, but not limited to, name, address, date of birth, and other application information to identify the Company and/or Account Users.
12.2 Issuer may investigate the financial condition of Company and its subsidiaries and affiliates at any time. If requested, Company agrees to furnish Issuer copies of its official and finalized financial statements or other applicable financial information no later than one hundred twenty (120) days following the end of each of its fiscal years. The financial statements shall have been prepared, consistently year-over- year and shall be in accordance with the books and records of Company. Any financial information submitted shall be kept confidential by Issuer in accordance with Section 20.
12.3 Company agrees to provide written notice (a) in advance of any change to its legal name or in the ownership of Company, (b) in advance of any change in the organizational structure of Company, including any merger or reorganization, or sale of substantially all of Company’s assets, (c) immediately if Company becomes insolvent or the subject of bankruptcy or insolvency proceedings, or (d) immediately after any appointment of a receiver or trustee for the benefit of creditors of Company.
Other Obligations of Company. 4 SECTION 7. MISCELLANEOUS . . . . . . . . . . . . . . . . . 4 This is a CO-SALE AGREEMENT dated as of November 20, 1997 ("Agreement") by and among SCC COMMUNICATIONS CORP. ("SCC"), a Delaware corporation, GEORXX X. XXXXXXXXX, XXHN XXXX, XXNCX XXXXXXXX, XXE HILL XXXTNERSHIP III, A LIMITED PARTNERSHIP, AMERITECH DEVELOPMENT CORPORATION AND BOSTON CAPITAL VENTURES LIMITED PARTNERSHIP and BANC ONE CAPITAL PARTNERS II, LLC ("BOCP"), a Delaware limited liability company, provided for in and entered into pursuant to the SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT dated the date hereof, as amended, restated, supplemented or otherwise modified from time to time ("Purchase Agreement") by and between BOCP, as purchaser, and SCC, as seller. ASI, together with its successors and assigns, is referred to as the "Company." The individuals named in the first paragraph hereof, together with their respective successors and assigns, are referred to individually as a "Shareholder" and collectively as the "Shareholders," and BOCP, together with its successors and assigns, is referred to as the "Holder." The Company, the Shareholders and the Holder are referred to collectively as the "Parties" and individually as a "Party." THIS AGREEMENT IS ONE OF THE "RELATED DOCUMENTS" REFERRED TO IN THE PURCHASE AGREEMENT. In consideration of their mutual promises set forth in this Agreement and the Purchase Agreement, the Parties hereby agree as follows.
Other Obligations of Company the Company has not undertaken or agreed to undertake any substantial obligation other than its obligations under the Principal Documents to which it is a party;
Other Obligations of Company. (a) Upon the request of Company, Distributor will meet on an annual basis to discuss the sales of the Products and other information and topics relating to this Agreement. In addition, Distributor will discuss Distributor’s performance of the key performance indicators (“KPIs”) listed on Exhibit C on a calendar quarterly basis, generally on the first business day of each calendar quarter; provided that the parties shall negotiate and complete Exhibit C within thirty (30) days of the six (6) month anniversary of the Effective Date.
(b) Distributor shall provide the following reports (“Monthly Reports”) not later than ten ( 10) days after the end of each month:
(i) detailed inventory of Products held by Distributor and as well as the aggregate inventory held in the Territory;
(ii) detailed sales information of Products by Distributor including, but not limited to, sales amounts and growth year over year. Such information shall be broken down by Product;
(iii) description of marketing efforts undertaken by Distributor; and
(iv) detailed summary of market feedback on or complaints regarding the Products within the Territory and recommendations and steps undertaken in respond to such feedback. Such Monthly Reports shall be provided in writing unless Company, in its sole discretion, permits Distributor to provide any such Monthly Reports verbally.
(c) If Distributor does not achieve any of the KPIs then, in addition to all other remedies available to Company, Company may terminate this Agreement.
(d) Distributor shall introduce representatives of Company to its key opinion leaders within the Territory and shall facilitate interactions between the Company and such key opinion leaders for purposes of discussing opportunities for clinical studies, new product tests, advisory board opportunities, obtaining video or written testimonials, or speaking event collaborations.
(e) Distributor shall work collaboratively with Company regarding the marketing materials proposed to be used by Distributor to advertise and market the Products to ensure consistency of messaging and compliance with applicable laws and regulations. Without limiting the generality of the foregoing, Distributor shall obtain Company’s prior written consent (email is acceptable) with respect to all marketing materials, branded content, visual content and product messaging with respect to the Products whether any of the foregoing will be used in email, social media or in any other forms of advertisement....
Other Obligations of Company. 1. Company agrees to maintain appropriate facilities and resources so as to render prompt and adequate service to its customers, and so as to comply with the additional terms of this Agreement.
2. Company agrees to maintain sales records to facilitate traceability to the end-user in the event of a Product Recall. Company further agrees to facilitate recall notification to its customers in the event of a product recall.
3. Company agrees to adhere to all applicable rules and regulations regarding the collection, storage and remittance of customer information, including but not limited to customer name, address, phone number, email address, and payment information.
4. Company agrees to notify LivOn in writing of all product complaints, including adverse event reports, within two (2) business days of receiving the complaint. For each complaint, Company must provide LivOn with the customer name, phone number and/or email address, product name and lot number, date of occurrence, and description of complaint or adverse event. In the event the customer contact information is not available, Company will act as the primary contact regarding the investigation of any product complaints or Adverse Events. LivOn may provide product refunds and/or exchanges but only if the Company first provides all the information required by this section and LivOn determines its products are a cause or contributor to an Adverse Event.
