Performance Obligations. The Purchaser shall have performed in all respects all obligations required to be performed by it under this Agreement at or prior to the Closing.
Performance Obligations. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.
Performance Obligations. 7.1 The Distributor will use reasonable efforts to ensure that its or the Publisher’s performance will meet or exceed industry standards and practices. Additionally, the Distributor agrees to the following performance standards set out in this Section 7.
7.2 The Distributor shall acquaint the Publisher with the content of this Agreement. The Distributor shall ensure that all Distributor´s obligations under this Agreement will be fulfilled and that the Publisher will not prevent such fulfillment. The Distributor may under no circumstances exclude or limit its liability due to any lack of cooperation from the Publisher. The Distributor shall ensure that the Publisher will provide its cooperation in duly and timely manner so all obligations stipulated herein may be orderly fulfilled.
Performance Obligations. The Contractor must meet all performance criteria set out (if any) in the Specifications.
Performance Obligations. 1. The consortium shall:
(a) take all necessary and reasonable measures to ensure that the framework agreement and the specific agreements are carried out in accordance with the terms and conditions of this framework agreement;
(b) make appropriate internal arrangements to ensure the efficient implementation of the framework agreement and the specific agreements, and shall ensure that any agreement concluded between the partners to this end does not contradict the provisions of the framework agreement and the specific agreements. Such agreement(s) may, inter alia, specify the organisation of the work to be carried out, decision-making and dispute settlement procedures, and specify provisions concerning access rights within the limits established in this framework agreement;
(c) inform the Agency of any event which might affect the implementation of the framework agreement and the specific agreements and the rights of the Agency and of any circumstance affecting the conditions of participation referred to the Financial Regulation and any requirements of the framework agreement, including any change of control;
(d) provide all detailed data requested by the Agency for the purposes of the proper administration of the framework agreement and the specific agreements.
2. Each partner shall:
(a) ensure that all information to be provided to the Agency is sent via the coordinator, except for those cases foreseen in the framework agreement;
(b) make appropriate arrangements for the proper performance of its work identified in work programmes. To this end, the partner shall designate one or more persons who shall manage and monitor its work, ensure that the tasks assigned are correctly performed, and inform the Agency of the name and contact details of the person designated and of any changes to that information;
(c) inform the Agency of any event which might affect the implementation of the framework agreement and the specific agreements and the rights of the Agency;
(d) provide the Agency and Court of Auditors directly with information requested in the framework of controls and audits, as provided for in Article II.23;
(e) ensure that any agreements or contracts entered into between the partner and any subcontractor, or other third party, contain provisions extending the Agency and the Court of Auditors’ right to audit any work carried out under the specific agreements for which costs are claimed from the Agency financial contribution;
(f) undertake to ensure that...
Performance Obligations. The beneficiary shall:
(a) carry out the work identified in Annex I, in accordance with the terms and conditions of this grant agreement. However, where it is necessary for the implementation of the action it may call upon third parties to carry out certain elements identified in Annex I;
(b) ensure that any contract related to the action, entered into between the beneficiary and any third party contain provisions that this third party, including the auditor providing the certificate on the financial statements or on the methodology, shall have no rights vis-à-vis Fusion for Energy under this grant agreement;
(c) ensure that the rights of Fusion for Energy and the Court of Auditors to carry out audits are extended to the right to carry out any such audit or control on any third party whose costs are reimbursed in full or in part by the Fusion for Energy financial contribution, on the same terms and conditions as those indicated in this grant agreement;
(d) ensure that the conditions applicable to it under m), n) and p) of this Article; Articles II.3, II.4.5, II.9, II.10, II.11, II.12, II.17, II.18, Part C, II.36 and II.37 are also applicable to any third party whose costs are claimed under the action according to the provisions of this grant agreement;
(e) ensure that the tasks assigned to it are correctly and timely performed;
(f) provide all detailed data requested by Fusion for Energy for the purposes of the proper administration of this action;
(g) inform Fusion for Energy in due time of:
(i) the names of the person(s) who shall manage and monitor its work, and its contact details as well as any changes to that information;
(ii) any event which might affect the implementation of the action and the rights of Fusion for Energy;
(iii) any change in its legal name, address and of its legal representatives, and any change with regard to its legal, financial, organisational or technical situation including change of control;
(iv) any circumstance affecting the conditions of participation referred to in the work programme or in the call for proposals or of any requirements of this grant agreement, especially if and when any eligibility criteria cease(s) to be met during the duration of the action.
(h) provide Fusion for Energy including the European Anti-Fraud Office (OLAF) and Court of Auditors directly with all information requested in the framework of controls and audits;
(i) take part in meetings concerning the supervision, monitoring and evaluation of th...
Performance Obligations. 6.1 LICENSEE, upon execution of this Agreement, will diligently proceed with development, regulatory approvals, manufacture, and sale of Licensed Products and use of Licensed Methods, and earnestly and diligently endeavor to market the same as specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS).
6.2 During the term of this Agreement, LICENSEE will demonstrate a continuing effort to commercialize and sell Licensed Products and use Licensed Methods to meet market demand.
6.3 If LICENSEE does not meet the performance obligations specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS), THE REGENTS may at its sole option: (a) convert the limited exclusive license for Licensed Patents and Licensed Copyrights to a nonexclusive license; (b) negotiate with LICENSEE a new schedule and conditions for continuation of a limited exclusive license; or (c) terminate this Agreement.
6.4 THE REGENTS will notify LICENSEE if THE REGENTS is approached by a third party seeking a license to make, use, or sell Licensed Products in LICENSEE'S Field of Use. LICENSEE will negotiate in good faith with that third party to grant a sublicense for any Licensed Patents or Licensed Copyrights in the market for which LICENSEE and existing sublicensees are not meeting commercial demand. The determination to grant a sublicense may be based on LICENSEE'S business interests. LICENSEE will provide THE REGENTS with justification for denying any such sublicense.
6.5 During the term of this Agreement, LICENSEE will conduct normal, continuous business operations. If LICENSEE seeks protection under any United States bankruptcy proceedings during the term of this Agreement, LICENSEE will notify THE REGENTS in writing no later than seventy-two (72) hours after the bankruptcy filing. THE REGENTS has the option to terminate this Agreement upon a bankruptcy filing by the LICENSEE.
Performance Obligations. (a) supervise the overall technical implementation of the grant action as laid down in Annex I;
(b) administer and distribute the Fusion for Energy financial contribution regarding its allocation between beneficiaries and activities, in accordance with this grant agreement and the decisions taken by the consortium. The coordinator shall ensure that all the appropriate payments are made to the other beneficiaries without unjustified delay;
(c) keep the records and financial accounts making it possible to determine at any time what portion of the Fusion for Energy financial contribution has been paid to each beneficiary for the purposes of the action;
(d) inform Fusion for Energy of the distribution of the Fusion for Energy financial contribution and the date of transfers to the beneficiaries, when required by this grant agreement or by Fusion for Energy;
(e) review the reports and deliverables to verify their consistency with the action tasks before transmitting them to Fusion for Energy;
(f) make the appropriate arrangements for providing the financial guarantee or the joint guarantee of the beneficiaries participating in the action, when requested under Art. [I.6.]; and
(g) act on behalf of all beneficiaries when signing a request, an acceptance or rejection letter concerning an amendment or termination of this grant agreement. The coordinator may not subcontract the above-mentioned tasks.
Performance Obligations. By the Project Completion Date, Business shall complete the Project, make the total investment pledged for the Project and in accordance with the Award Budget as detailed in Exhibit B and comply with all other performance requirements described in this Contract. The Business shall promptly provide IEDA with written notice of any major changes that would impact the success of the Project.
Performance Obligations. Provision of Notice of License Terms to Authorized Users—Licensee shall make reasonable efforts to provide Authorized Users with appropriate notice of the terms and conditions under which access to the Licensed Materials is granted under this Agreement including, in particular, any limitations on access or use of the Licensed Materials as set forth in this Agreement. Protections from Unauthorized Use—Licensee shall make reasonable efforts to inform Authorized Users of the restrictions on used of the Licensed Materials. In the event of any unauthorized use of the Licensed Materials by an Authorized Users, (a) Licensor may terminate such Authorized User’s access to the Licensed Materials, and/or (b) Licensee may terminate such Authorized User’s access to the Licensed Materials upon Licensor’s request.
