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.
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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.
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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”:
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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...
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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].
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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.
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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. [**].
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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...
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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...
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Related to Pass Through Obligations

  • Owner Obligations 1. Ownership is defined as the original purchaser of the floor; original proof of purchase may be required for a claim; this warranty is non-transferrable. 2. The original Owner must submit notice of all claims under this warranty to Mohawk Group within a reasonable time after discovery of the alleged defect and within the specified warranty period. All claims not made in writing and received by Mohawk within the time period specified above shall be deemed waived. 3. Claims must be submitted to xxx.xxxxxxxxxxxxx.xxx, or by email or phone at xxxxxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx or 0-000-000-0000. 4. Mohawk reserves the right to require physical access to damaged floor for visual inspection and/or request images of the defective flooring; If Mohawk Group determines that carpet is to be replaced or repaired under the terms of this warranty, all areas must be free of all equipment, furnishings, partitions, and the like at the Owner’s expense.

  • Subordination of Other Obligations Any Indebtedness of Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

  • Obligations Supplemental The obligations of the Receiver, and the Corporation as guarantor in accordance with Section 12.7, to provide indemnification under this Article XII are to supplement any amount payable by any Primary Indemnitor to the Person indemnified under this Article XII. Consistent with that intent, the Receiver agrees only to make payments pursuant to such indemnification to the extent not payable by a Primary Indemnitor. If the aggregate amount of payments by the Receiver, or the Corporation as guarantor in accordance with Section 12.7, and all Primary Indemnitors with respect to any item of indemnification under this Article XII exceeds the amount payable with respect to such item, such Person being indemnified shall notify the Receiver thereof and, upon the request of the Receiver, shall promptly pay to the Receiver, or the Corporation as appropriate, the amount of the Receiver's (or Corporation's) payments to the extent of such excess.

  • Funding Obligation This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract.

  • Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.

  • Developer Obligations In accordance with applicable NYISO requirements, Developer shall maintain satisfactory operating communications with Connecting Transmission Owner and NYISO. Developer shall provide standard voice line, dedicated voice line and facsimile communications at its Large Generating Facility control room or central dispatch facility through use of either the public telephone system, or a voice communications system that does not rely on the public telephone system. Developer shall also provide the dedicated data circuit(s) necessary to provide Developer data to Connecting Transmission Owner and NYISO as set forth in Appendix D hereto. The data circuit(s) shall extend from the Large Generating Facility to the location(s) specified by Connecting Transmission Owner and NYISO. Any required maintenance of such communications equipment shall be performed by Developer. Operational communications shall be activated and maintained under, but not be limited to, the following events: system paralleling or separation, scheduled and unscheduled shutdowns, equipment clearances, and hourly and daily load data.

  • Purchaser Obligations EXPIRATION. Upon expiration of this Participating Addendum, Purchaser shall accept and take delivery of all outstanding and not yet fulfilled Purchase Orders and pay Contractor the price as set out in the Master Agreement. Notwithstanding any provision to the contrary, in no event shall a Purchaser’s Purchase Order pursuant to this Participating Addendum that is executed prior to expiration of this Participating Addendum allow for Contractor to provide Goods and/or Services more than twelve (12) months beyond the expiration date of the Master Agreement.

  • Existing Obligations Termination of this Agreement shall not affect any obligations of the Parties under this Agreement prior to the date of termination including, but not limited to, completion of all medical records and cooperation with BCBSM with respect to any actions arising out of this Agreement filed against BCBSM after the effective date of termination. This Agreement shall remain in effect for the resolution of all matters pending on the date of termination. BCBSM's obligation to reimburse Provider for any Covered Services will be limited to those provided through the date of termination.

  • Closing Obligations At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

  • Payment of Other Obligations Obligations other than Loans, including LC Obligations and Extraordinary Expenses, shall be paid by Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand.