Participant Obligations. In partial consideration for the award of these RSUs, if at any time during the period between the Grant Date and the 12-month period following the Participant’s termination of Employment (the “Obligation Period”), the Participant: (i) directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee or customer of the Company or its Affiliates, or encourages any employee to leave the Company or an Affiliate; (ii) directly or indirectly, assist in soliciting in competition with the Company the business of any current customer, distributor or dealer or other sales or distribution channel partners of the Company; (iii) uses, discloses, misappropriates or transfers confidential or proprietary information concerning the Company or its Affiliates (except as required by the Participant’s work responsibilities with the Company or its Affiliates); or (iv) engages in any activity in violation of Company policies, including the Company’s Code of Conduct, or engages in conduct materially adverse to the best interests of the Company or its Affiliates; the RSUs, whether previously vested or not, may be cancelled in full, and the Participant may be required to return to the Company any shares received on settlement of vested RSUs or the net after-tax income from the disposition of any shares received upon settlement of vested RSUs, unless the Committee, in its sole discretion, elects not to cancel the RSUs and/or elects not to recover any income from settled RSUs or unless applicable law prohibits such action. The obligations in this subsection are in addition to any other agreements related to non-solicitation and preservation of Company confidential and proprietary information entered into between the Participant and the Company, or otherwise applicable to the Participant, and nothing in this Agreement is intended to waive, modify, alter or amend the terms of any such other agreement. THE PARTICIPANT UNDERSTANDS THAT THIS SUBSECTION IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE AWARDS IN FULL AND A RETURN TO THE COMPANY OF ANY SHARES RECEIVED UPON SETTLEMENT OF VESTED RSUS OR THE NET AFTER-TAX INCOME FROM THE DISPOSITION OF ANY SHARES RECEIVED UPON SETTLEMENT OF VESTED RSUS IF THE PARTICIPANT SHOULD CHOOSE TO VIOLATE THIS SUBSECTION DURING THE OBLIGATION PERIOD. Nothing in this Agreement prohibits the Participant from voluntarily communicating, without notice to or approval b...
Participant Obligations. A. Participant shall comply with, and be bound by, all ERCOT Protocols.
B. Participant shall not take any action, without first providing written notice to ERCOT and reasonable time for ERCOT and Market Participants to respond, that would cause a Market Participant within the ERCOT Region that is not a “public utility” under the Federal Power Act or ERCOT itself to become a “public utility” under the Federal Power Act or become subject to the plenary jurisdiction of the Federal Energy Regulatory Commission.
Participant Obligations. 3.1. The Participant accepts that he or she will be subjected to various emotional, physical and physiological demands by participating in a Course. The Participant is aware and accepts that the standard of living in South Africa, including food, hygiene and accommodation, may be below the general standards of his or her own country.
3.2. The Participant is responsible for his or her own travel arrangements, expenses and insurance cover during the Course. The Participant shall, regardless of whether he or she is a South African citizen or not, obtain travel and medical insurance to protect against losses and damages that may arise from incidences including, but not limited to, cancellations in travel arrangements; damaged, delayed or lost baggage; non-refundable airfare; and emergency medical expenses. Such insurance cover must be in place for the duration of the Course. In the event that the Participant is unable to provide documentary evidence of valid insurance cover, Bushwise may, at its discretion, cancel the Participant’s booking, without anyrefund.
3.3. The Participant must submit to Bushwise any required documents and information (including, but not limited to: flight arrival and departure details; insurance information; passport details; next of kin or emergency contact details; and completed medical forms), at least 12 weeks prior to the Course start date. If the Participant fails to provide the required documents and information, Bushwise may, in its sole discretion, cancel the Participant’s booking, without any re- fund. Bushwise will provide a complete list of required documents and information at the time of booking.
3.4. In the event that Bushwise advances any monies to or on behalf of the Participant, the Participant shall reimburse such monies to Bushwise immediately upon the conclusion of the Course.
3.5. The Participant represents and warrants that all information and records provided to Bushwise relating to the Participant, the Participant’s medical history, and the Participant’s medical statement are accurate and truthful and provide Bushwise with a clear indication of the Participant’s state of health.
3.6. The Participant understands that he or she is under a duty to inform Bushwise, at the time of the application, of any medication requirements; allergies; learning difficulties; and any other physical or mental condition or limitation; or any learning difficulties that might disable or render the Participant unable to perform or saf...
Participant Obligations. Participant agrees:
1. To provide Participant Data, as applicable, to Michigan, in accordance with frequency, data, and upload specification to be provided by the coordinating center, for the sole and limited purpose of enabling Michigan to receive, process, use, and distribute the Participant Data to MPOG Participants for use in MPOG or ASPIRE Projects. Participant is responsible for ensuring the removal of all prohibited direct identifiers from the Participant Data, such that the Participant Data will be in the form of a Limited Data Set, before transfer to Michigan.
2. That Participant has the authority and hereby grants Michigan, as the coordinating center, explicit permission to:
a. Process and use Participant Data for MPOG activities; and
b. Distribute the Participant Data, as part of MPOG Data, to MPOG Participants upon submission by such MPOG Participants of a MPOG Project or ASPIRE Project.
3. To not use or disclose MPOG Data other than as permitted or required by the Agreement or as Required by Law, and shall not use or disclose the MPOG Data in a manner inconsistent with the Privacy Rule.
4. To not use MPOG Data in any research or quality improvement initiative that is not approved as part of the Project, and for a period not to exceed the period of time identified in the Project. Modification of an approved Project requires submission of a Project amendment to, and approval by, the Perioperative Clinical Research Committee (PCRC).
5. To establish appropriate administrative, technical, procedural, and physical safeguards to protect the confidentiality of the MPOG Data and to prevent loss, unauthorized access or use, modification or disclosure, and any misuse of the MPOG Data.
6. To ensure that any agents, including subcontractors, or other third parties to whom it provides MPOG Data which is received from, or created or received by Participant agrees in writing to be bound by the same restrictions and conditions that apply through this Agreement to Participant with respect to such MPOG Data.
7. To report to Michigan any use or disclosure of MPOG Data not provided for by this Agreement of which the Participant, its officers, employees, or agents become aware, including without limitation, any disclosure of MPOG Data to an unauthorized subcontractor, within five (5) working days of its discovery, and agrees to mitigate to the extent practicable any harmful effect that is known to Participant of any such use or disclosure.
8. To not identify, attem...
Participant Obligations. (a) Participant shall not knowingly or negligently cause or permit others to (i) reverse engineer, disassemble, decode, decompile, or otherwise attempt to derive any assembly or higher-level programming language (source code), or derive the proprietary logic, design or structure that is embodied in the Service; (ii) write or develop, or cause or permit to be written or developed, any derivative works or computer programs based upon or substantially similar to the Service; (iii) tamper with or evade, or discover the method of operations or defeat the Licensed Programs or any security device designed to protect the integrity of the Service; or (iv) translate, adapt, vary, amend, modify or combine the Service or any portion thereof with any other programs or programming. If applicable law authorizes Participant to perform certain types of reverse engineering or the like and declares unenforceable contractual restrictions that conflict with that law, then Participant may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law. Participant shall return or destroy all copies of the Service, or any portion thereof, upon replacement thereof or cancellation or termination of this Agreement. If the Service or copies thereof are destroyed, an authorized officer of Participant shall certify, upon FINRA’s request and in a format acceptable to FINRA, to their destruction. Participant shall comply, at Participant’s expense, with all reasonable security specifications or instructions of FINRA made available to Participant in order to prevent the Service from being improperly accessed, received or used from Participant or its place(s) of business/residence. Participant shall use the latest version of the Service provided by FINRA and shall install any fix or patch required by FINRA. FINRA shall provide Participant with not less than ninety (90) days’ notice of a new release unless a malfunction which affects the Service necessitates a new release on an accelerated basis or an emergency situation precludes such advance notice or a shorter time period is required pursuant to an order of a court, arbitrator or a regulatory agency. FINRA shall provide Participant with the final version of a new release at least thirty (30) days before its implementation. Participant acknowledges that FINRA only supports the most recent version of the Service with all upgrades, fixes and patches and may order Participant to cease the...
Participant Obligations. Participant shall comply with, and be bound by, the MISO Tariff as it pertains to the provision of SSR Service.
Participant Obligations a. Participant agrees to use appropriate safeguards to protect the confidentiality and security of PHI in transmitting the PHI to Business Associate pursuant to the DURSA, the Participation Agreement and this Addendum.
b. Participant shall notify Business Associate of any limitations in its Notice of Privacy Practices (NPP) that it provides to Individuals as well as any changes to its NPP to the extent that such limitations or changes may affect Business Associate’s use or disclosure of PHI.
c. Participant shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes affect Business Associate’s use or disclosure of PHI.
d. Participant shall notify Business Associate of any restrictions on the use or disclosure of PHI that Participant has agreed to in accordance with 45 CFR 164.522 to the extent that such restrictions may affect Business Associate’s use or disclosure of PHI.
Participant Obligations. 2.1 The Participant covenants with the Company and the Group that the following acts constitute a breach of Participant’s Obligations unless authorized by the Company:
2.1.1. during the Relevant Period directly or indirectly being employed, engaged or retained by or otherwise concerned or interested in any Competing Business. For this purpose, the Participant is directly or indirectly employed, engaged or retained by or concerned or interested in a Competing Business if:
(a) the Participant carries it on as principal or agent; or
(b) the Participant is a partner, director, employee, secondee, consultant or agent in, of or to any person who carries on the Competing Business;
(c) the Participant has any direct or indirect financial interest (as shareholder, creditor or otherwise) in any person who carries on the Competing Business; and/or
(d) the Participant is a partner, director, employee, secondee, consultant or agent in, of or to any person who has a direct or indirect financial interest (as shareholder, creditor or otherwise) in any person who carries on the Competing Business, disregarding any financial interest the Participant may have in securities which are listed or dealt in on a recognised investment exchange if the Participant is interested in securities which amount to less than 3% of the issued securities of that class and which, in all circumstances, carry less than 3% of the voting rights (if any) attaching to the issued securities of that class;
Participant Obligations. Participant will provide the resources and perform the obligations set forth in Section 1 and Section 2 to assist Company in performing the Implementation and providing the Services under this Agreement, in compliance with all Laws, the Policies and Procedures and requirements of any federal or state grants received by Company applicable to Participant, all of which are available on Company’s website. Company will not be responsible for any delay in performing or failure to perform any Services or other obligations due to any failure by Participant to provide the resources or perform the obligations set forth in Section 1 and Section 2, or to otherwise provide reasonable cooperation and assistance to Company. Participant will execute such further agreements or documents as may reasonably be required for Company to exchange Data through the eHealth Exchange or other regional or national electronic health information exchanges.
Participant Obligations. The obligations of the Participant with respect to a Drag-Along Transaction are subject to the satisfaction of the conditions that, upon the consummation of such Drag-Along Transaction, the holders of Common Stock will receive the same form and amount of consideration per share of Common Stock as each other holder of shares of Common Stock (except in respect of such holder's employment with the Company, any equity roll-over and other matters personal to such holder).
