Common use of Overall Responsibility Clause in Contracts

Overall Responsibility. 5.4.1. In the framework of its obligations to carry out the Services and as an integral part thereof, the Management Venture will be fully and exclusively responsible to carry out all the actions to fulfill all its obligations pursuant to the Agreement in full and on time and in addition to carry out any such action and to supply any such means, the execution or supply of which arise from the nature of the Services and in order to execute them at the level required by the Agreement and at the level required pursuant to the provisions of applicable Law, even if such execution or supply are not expressly required by the Agreement, all in order to ensure the execution and completion of the Services, in full and on time, and including in order to ensure the execution and completion of the project pursuant to its goals. For the removal of doubt, it is clarified hereby that such actions will be deemed included in the execution of the Services for all intents and purposes and they will be carried out by the Management Venture or anyone on its behalf, without additional consideration at the expense of the Management Venture and without the Management Venture being entitled to any consideration of any kind or nature whatsoever for them. 5.4.2. The Management Venture may not in any event enter into agreements with subcontractors on its behalf in connection with the execution of any of the Services, except for the Management Team Members, unless it obtained for that purpose the approval of the Company in a notice, in advance and in writing, specifying the reasons for the notice, that will be granted, if granted, pursuant to the exclusive discretion of the Company. For the removal of doubt, it is clarified hereby that the Management Venture will bear the full, absolute and exclusive responsibility towards the Company and anyone on its behalf in connection with the execution of the Services, and, in addition, that carrying out the Services by way of subcontractors on its behalf as aforesaid will not impose any liability of any kind or nature whatsoever upon the Company, and will not derogate from the liability of the Management Venture or anyone on its behalf pursuant to the Agreement, and the Management Venture waives hereby and will be prevented and under estoppel from raising any claim or demand of any kind whatsoever in connection with it. The Company may at any time demand pursuant to its exclusive discretion the replacement of any subcontractor by prior notice of forty five (45) days and the Management Venture undertakes to replace such subcontractor to the satisfaction of the Company, closely after receiving such demand, without such replacement constituting cause for postponement or delay in carrying out the obligations of the Management Venture pursuant to this Agreement, and the Management Venture waives hereby and will be prevented and under estoppel from raising any claim or demand of any kind or nature whatsoever in connection with it. 5.4.3. It is clarified hereby that the scope and the availability set forth in Appendix B (The Services) will not derogate in any way whatsoever from the duty of the Management Venture to provide the Services in full and on time at the quality set forth in the Agreement. For that purpose, the Management Venture will be responsible to provide for that purpose of providing the Services the relevant professionals at scopes and availabilities that may be required for the purpose of carrying out the Services in full and on time pursuant to the provisions of this Agreement, all under the full and exclusive responsibility of the Management Venture and at its expense, without it being entitled for that purpose to any additional consideration, payment, compensation or indemnification of any kind or nature whatsoever beyond the consideration.

Overall Responsibility. 5.4.1. In the framework of its obligations to carry out the Services and as an integral part thereof, the Management Venture will be fully and exclusively responsible to carry out all the actions to fulfill all its obligations pursuant to the Agreement in full and on time and in addition to carry out any such action and to supply any such means, the execution or supply of which arise from the nature of the Services and in order to execute them at the level required by the Agreement and at the level required pursuant to the provisions of applicable Law, even if such execution or supply are not expressly required by the Agreement, all in order to ensure the execution and completion of the Services, in full and on time, and including in order to ensure the execution and completion of the project pursuant to its goals. For the removal of doubt, it is clarified hereby that such actions will be deemed included in the execution of the Services for all intents and purposes and they will be carried out by the Management Venture or anyone on its behalf, without additional consideration at the expense of the Management Venture and without the Management Venture being entitled to any consideration of any kind or nature whatsoever for them. 5.4.2. The Management Venture may not in any event enter into agreements with subcontractors on its behalf in connection with the execution of any of the Services, except for the Management Team Members, unless it obtained for that purpose the approval of the Company in a noticeCompany, in advance and in writing, specifying the reasons for the notice, that will be granted, if granted, pursuant to the exclusive discretion of the Company. For the removal of doubt, doubt it is clarified hereby that the Management Venture will bear the full, absolute and exclusive responsibility towards the Company and anyone on its behalf in connection with the execution of the Services, and, Services and in addition, addition that carrying out the Services by way of subcontractors on its behalf as aforesaid will not impose any liability of any kind or nature whatsoever upon the Company, Company and will not derogate from the liability of the Management Venture or anyone on its behalf pursuant to the Agreement, and the Management Venture waives hereby and will be prevented and under estoppel from raising any claim or demand of any kind whatsoever in connection with it. The Company may at any time demand pursuant to its exclusive discretion the replacement of any subcontractor by prior notice of forty five (45) days and the Management Venture undertakes to replace such subcontractor to the satisfaction of the Company, closely after receiving such demand, without such replacement constituting cause for postponement or delay in carrying out the obligations of the Management Venture pursuant to this Agreement, and the Management Venture waives hereby and will be prevented and under estoppel from raising any claim or demand of any kind or nature whatsoever in connection with it. 5.4.3. It is clarified hereby that the scope and the availability set forth in Appendix B (The Services) will not derogate in any way whatsoever from the duty of the Management Venture to provide the Services in full and on time at the quality set forth in the Agreement. For that purpose, the Management Venture will be responsible to provide for that purpose of providing the Services the relevant professionals at scopes and availabilities that may be required for the purpose of carrying out the Services in full and on time pursuant to the provisions of this Agreement, all under the full and exclusive responsibility of the Management Venture and at its expense, without it being entitled for that purpose to any additional consideration, payment, compensation or indemnification of any kind or nature whatsoever beyond the consideration.