Pass Through Obligations Sample Clauses

Pass Through Obligations. In respect to work covered by this Subcontract, Subcontractor shall assume all obligations, risks and responsibilities which Contractor has assumed towards Owner in the Contract Documents, except as may be expressly modified herein. In case of a conflict between this Subcontract and the Contract Documents, the Subcontract shall govern. Nothing contained in this Subcontract shall prejudice any of the rights of the Owner or Architect under the Contract Documents. Subcontractor shall ensure that each of its subcontractors and suppliers are bound to the Contract Documents in a manner similar to that set forth herein. Notwithstanding any of the foregoing, if any provision of this Subcontract or any exhibits hereto irreconcilably conflicts with a provision of the Contract Documents, the provision imposing the greater duty or obligation on the Subcontractor shall govern.

Pass Through Obligations. In respect to work covered by this Subcontract, Subcontractor shall assume all obligations, risks and responsibilities which Contractor has assumed towards Owner in the Contract Documents, except as may be expressly modified herein. In case of a conflict between this Subcontract and the Contract Documents, the Subcontract shall govern. Nothing contained in this Subcontract shall prejudice any of the rights of the Owner or Architect under the Contract Documents. Subcontractor shall insure that each of its subcontractors and suppliers are bound to the Contract Documents in a manner similar to that set forth herein.

Pass Through Obligations. Project Co will include in all contracts with Project Co Personnel and in all Subcontracts with Subcontractors, and will enforce for the benefit of the City, all terms and conditions as may be necessary for Project Co to grant, or obtain for the City, the Ownership, Licenses, rights and benefits provided for in this Schedule 8 [Intellectual Property] and, where required in accordance with this Schedule 8 [Intellectual Property] to deposit or have deposited Escrow Materials for Escrowed Deliverables supplied by Subcontractors in accordance with Section 4.7 [Escrow Agreements] of this Schedule 8 [Intellectual Property].

Pass Through Obligations. (i) At the Closing, the Seller shall cause each Owner to deliver to the Parties a list of all Applicable Tenants that are delinquent in payment of Rentals (which list shall also set forth the amount of Rentals due by each such Applicable Tenant (whether delinquent or otherwise), the period to which each such Rental relates and the nature of the amount due, itemizing separately fixed monthly rent and any additional charges). Any Rentals in respect of periods ending on or before the Closing Date and that are detailed on the list delivered by the Seller pursuant to the foregoing sentence that are received (net of Owner’s reasonable costs of collection) from any Applicable Tenant after the Closing Date shall be applied in the following order of priority (without duplication): (A) first, to Rentals due and payable by such Tenant with respect to all periods after the Closing, and (B) second, to Rental arrearages owing by such Tenant with respect to all periods on or prior to the Closing. Any Rentals received directly or indirectly by each Owner or Seller following the Closing Date which are the property of the other, shall be paid to the other within five (5) Business Days following receipt thereof. In no event shall the Purchaser or the Owners have any liability for failure to collect delinquent Rentals, and in no event shall the Purchaser be obligated to, and the Purchaser shall not be obligated to cause any Owner to, and in no event shall the Seller, institute any legal, eviction or similar proceedings to enforce collection of delinquent Rentals against any Tenant, take any action to terminate any Tenant’s Lease or take any other action that would adversely affect the occupancy of any Tenant under its Lease with regard to delinquencies. (ii) With respect to specific tenant xxxxxxxx for work orders and special items performed or provided at the request of a given Tenant that are collected by an Owner, Purchaser or the Seller after the Closing Date but that relate to any such specific services rendered prior to the Closing and that are identified on the Tenant’s payment as relating to such specific services (or which are clearly identifiable as being payment for any such specific services), the Purchasers shall cause such collected amounts to be paid to the Seller, or the Seller may retain such payment if such payment is received by the Seller after the Closing Date; provided, that the Purchasers shall have no liability for failure to collect any such amounts a...

Pass Through Obligations. MSP agrees that it will include provisions in its agreements with End-Clients whose Content is managed with Continuum SaaS Backup that: (a) permit Continuum to suspend or terminate use of Continuum SaaS Backup in accordance with this Agreement; (b) require End-Client’s systems to meet the technical and functional requirements necessary for use of Continuum SaaS Backup; and (c) permit End-Client’s Content to be transferred and stored in the manner determined by Section 3.3. MSP further agrees to include in agreements between MSP and such End-Clients terms substantially identical to (and no less restrictive than) the following “Minimum End-Client Terms”:

Pass Through Obligations. (a) Notwithstanding anything to the contrary in the Original Agreement, (including, without limitation, Sections 3.3, 4.10, 4.11 and 8.2 of the Original Agreement), and except as provided in Section 5(b), Arsanis will not be required to (x) impose on the Foundation, or (y) impose on, or require the Foundation or any Foundation-supported Entity to impose on, any Third Party to which the Foundation grants a sublicense under the rights to the Antibodies granted by Arsanis to the Foundation under the Letter Agreement to conduct activities in furtherance of the sale or other distribution of Products in the Developing Countries (each, a “Qualified Sublicensee,” and any sublicense described in this Section 5(a), a “Qualified Sublicense”) any: (i) restriction or limit the identity or form of the sublicensee; (ii) any royalty or financial obligations other than the [**]% royalty specified in the Original Agreement as amended by this Fourth Amendment (to the extent such royalty is applicable); (iii) obligation on the Foundation to be responsible for the acts or omissions of any sublicensee of any tier, including for breach of the sublicense agreement or otherwise; (iv) requirement that a sublicensee grant intellectual property rights or licenses to Adimab or Arsanis (except with respect to improvements to the Adimab platform intellectual property); (v) obligation on the Foundation to indemnify or defend Adimab or Arsanis for its own acts or for acts or omissions of sublicensees of any tier; or (vi) obligation to permit an audit of the Foundation’s records. (b) Notwithstanding anything to the contrary in Section 5(a) of this Fourth Amendment, if in any Qualified Sublicense or any other sublicense the Foundation grants to its sublicensee rights to conduct activities in furtherance of the sale or other distribution of Products for the benefit of patients outside the Developing Countries, Arsanis will require that all applicable obligations of the Original Agreement as amended by this Fourth Amendment (including, without limitation, Sections 3.3, 4.10, 4.11 and 8.2 of the Original Agreement) that are required to be imposed on sublicensees under the Original Agreement apply to the extent that such sublicensee is exercising its rights in furtherance of the sale or other distribution of Products outside the Developing Countries, but only to the extent required under the Original Agreement as amended by this Fourth Amendment without regard to Section 5(a) of this Fourth Ame...

Pass Through Obligations. A. As a result of programs that WBM enters into with customers, WBM may be expected to meet specific shipping and/or delivery requirements and/or restrictions as a basis for doing business with that customer. AERT, in its role as the manufacturer of the ChoiceDek® Products, to the extent commercially reasonable, agrees to satisfy any lawful requirements of these programs applicable to the manufacturer of such ChoiceDek® Products; provided that the foregoing shall not apply to any ChoiceDek® Products which are not decking products. B. All requirements of such agreements and expectations that WBM passes through to AERT will be mutually agreed upon in good faith by WBM and AERT in writing. C. [**].

Pass Through Obligations. As a result of programs that WBM enters into with customers, WBM may be expected to meet specific shipping and/or delivery requirements and/or restrictions as a basis for doing business with that customer. AERT, in its role as the manufacturer of the ChoiceDek® Products, to the extent commercially reasonable, agrees to satisfy any lawful requirements of these programs applicable to the manufacturer of such ChoiceDek® Products; provided that the foregoing shall not apply to any ChoiceDek® Products which are not decking products.

Pass Through Obligations. To the extent this Agreement imposes requirements that would ultimately be performed by an entity that is not a Party to this Agreement (e.g., Continuum, other Developers, or tenants, contractors, or agents of Continuum or other Developers; non-Party City bureaus; etc.) (the “Pass-Through Obligations”), Xxxxxxx and PHB, as applicable, will obligate applicable third parties with whom they contract to either perform, or cause their contractors, tenants, or agents to perform, these obligations in their agreements with these third parties relating to the Development Site (the “Project Agreements”). This sentence in no way limits any obligations which, by their terms, apply directly to Prosper and/or PHB. Prosper is required to use Best Efforts to enforce its Pass-Through Obligations, as described in Section 1.3. The Pass- Through Obligations include, by way of example but not of limitation: (i) the obligation of Developers and their contractors to pay prevailing wages for Qualifying Improvements, as set forth in Section 3.6; (ii) the obligation of Contracting Parties to contribute to the Operations Equity Fund in the circumstances and amounts described in Section 4.2; and (iii) the obligation of Developers to comply with Prosper Portland’s Green Buildings Policy, as set forth in Section 6.1. Pass- Through Obligations are indicated throughout this Agreement by the use of phrases such as “DDAs will require Developers to . . .”, “Prosper will require Developers to . . .”, “DDAs will include the obligation that . . .” or other similar language expressing that obligations are to be imposed upon Developers or other entities not party to this Agreement. Pass-Through Obligations do not include responsibilities of Oversight Committee or Construction Equity Subcommittee members, or of the committees themselves. Prosper Best Efforts to Enforce Pass-Through Obligations. Prosper will use Best Efforts (as defined in SECTION 13) to enforce Pass-Through Obligations in agreements to which it is a party, including by taking the following steps: As described in Exhibit B, Xxxxxxx will respond in writing to the Oversight Committee’s recommendations regarding Developer, contractor / subcontractor, or tenant non-compliance with applicable DDA Pass-Through Obligations within the period of time set forth in Exhibit X. Xxxxxxx’x response will detail whether it believes (a) non-compliance has occurred, (b) further investigation is warranted, and (c) what remedies, if any, Prosper inten...