POST-COMPLETION UNDERTAKINGS AND SERVICES Sample Clauses

POST-COMPLETION UNDERTAKINGS AND SERVICES. 18.1 The Buyer acknowledges that the Seller may, for itself and other members of the Seller’s Group, need reasonable access from time to time after Completion for tax, legal, regulatory or accounting purposes to certain accounting, tax and other records and information held by the members of the Group to the extent such records and information pertain to events occurring prior to Completion (or any tax or accounting period of any member of the Group or the Seller’s Group commencing prior to Completion) and, accordingly, the Buyer agrees that it shall, and shall cause the Group to: (a) properly retain and maintain such records until the date that is seven years after Completion; and (b) upon being given reasonable notice by the Seller and subject to the Seller giving such undertaking as to confidentiality as the Buyer shall reasonably require, allow the Seller, any member of the Seller’s Group and their respective directors, officers, employees, agents, insurers, auditors, professional advisers and representatives (at the expense of the Seller) from the Completion Date until the date that is seven years after Completion: (i) to inspect, review and make copies of such records and information for and only to the extent necessary for that purpose; and (ii) (so far as possible) to be given reasonable access to any current or former director, officer, employee, adviser or premises of any of the Group Companies or the Retained Companies. 18.2 The Buyer acknowledges that the Seller may, for itself and other members of the Seller’s Group, require certain services from time to time after Completion for tax, regulatory or accounting purposes, and accordingly, the Buyer agrees that it shall, to the extent reasonably practicable, upon being given reasonable notice by the Seller, and shall cause the Group to (in each case for the period from the Completion Date to the date which is two years after Completion (other than in respect of the Seller’s rights pursuant to clause 18.2(b)(ii))): (a) provide (on a bona fide basis) such tax, regulatory or accounting services reasonably required to allow any member of the Seller’s Group to comply with its tax, regulatory or accounting obligations in connection with the preparation and filing of any US or UK accounts, tax returns or related documentation of the Group Companies or any other member of the Seller’s Group for any period commencing on or before Completion as described further in the Post-Completion Services Summary, in e...
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Related to POST-COMPLETION UNDERTAKINGS AND SERVICES

  • Project Implementation Manual The Recipient, through the PCU, shall: (i) take all action required to carry out Parts 1.1, 1.3, 1.4, 2, 3.1(b), 3.2, 3.3 and 4 (ii) of the Project in accordance with the provisions and requirements set forth or referred to in the Project Implementation Manual; (ii) submit recommendations to the Association for its consideration for changes and updates of the Project Implementation Manual as they may become necessary or advisable during Project implementation in order to achieve the objective of Parts 1.1, 1.3, 1.4, 2, 3.1(b), 3.2, 3.3 and 4(ii) of the Project; and (iii) not assign, amend, abrogate or waive the Project Implementation Manual or any of its provisions without the Association’s prior agreement. Notwithstanding the foregoing, if any of the provisions of the Project Implementation Manual is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall prevail and govern.

  • Construction Phase Services 3.1.1 – Basic Construction Services

  • Commencement and Completion of Work The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

  • Attachment  C_ CONTRACT AFFIRMATIONS For purposes of these Contract Affirmations, HHS includes both the Health and Human Services Commission (HHSC) and the Department of State Health Services (DSHS). System Agency refers to HHSC, DSHS, or both, that will be a party to this Contract. These Contract Affirmations apply to all Contractors and Grantees (referred to as “Contractor”) regardless of their business form (e.g., individual, partnership, corporation). By entering into this Contract, Contractor affirms, without exception, understands, and agrees to comply with the following items through the life of the Contract:

  • Support and Services ISD and HC agree to the following conditions: A. HC agrees to the following for both the mathematics and English language arts courses: i. To share data and provide feedback regarding student success on entry‐level college mathematics and English language arts courses; ii. To train advisors to recognize and honor course(s) on school district transcripts; iii. To ensure that eligible students are counseled directly into college level mathematics, English language arts, and all other courses that require mathematics and English language arts college readiness; B. HC agrees to the following for the college preparatory mathematics courses: i. To provide the Student Learning Outcomes; ii. To provide the syllabi for the courses being offered. iii. To provide regular meetings between the HC faculty and ISD faculty teaching the course. C. HC agrees to the following for the college preparatory English language arts course: i. To provide the Student Learning Outcomes for Integrated Reading/Writing (INRW 0303) course; ii. To provide the syllabi, including types of essays required (i.e., expository, persuasive, and critical analysis). iii. To provide regular meetings between the HC faculty and ISD faculty teaching the course. D. ISD agrees to the following for both the mathematics and English language arts courses: i. To provide highly qualified instructors for the courses being taught; ii. To identify students who are not college ready as stated in HB 5; iii. To provide professional development and resources required to teach the mathematics and English language arts courses; iv. To identify successful completion of the course(s) on the student transcripts as determined by the State of Texas PEIMS number; v. To provide curriculum for the course that is consistent with HC Student Learning Outcomes; vi. To provide assistance with admission, enrollment, and financial aid applications; E. ISD agrees to the following for the college preparatory mathematics course: i. To teach a math course designed to focus on college mathematics (algebraic or non‐algebraic) concepts; ii. Require students to meet college readiness scores on the TSI Assessment; iii. To meet regularly with HC faculty. F. ISD agrees to the following for the college preparatory English language arts course: i. To teach an integrated Reading and Writing course that focuses on critical reading and college‐level writing; ii. Require students to meet college readiness scores on the TSI Assessment; iii. To meet regularly with HC faculty.

  • Support and Maintenance Services Information about Teradici’s support and maintenance for the Licensed Product may be found at xxxxx://xxxx.xxxxxxxx.xxx.

  • Conditions of Eft Services (a.) Ownership of Card(s). Any Card we supply to you is our property and must be returned to us, or to any person whom we authorize to act as our agent, or to any person who is authorized to honor the Card, immediately according to instructions. The Card may be reclaimed at any time at our sole discretion without demand or notice. You cannot transfer your Card to another person.

  • ADDITIONAL SPECIAL CONTRACT CONDITIONS Special Contract Conditions revisions: the corresponding subsections of the Special Contract Conditions referenced below are replaced in their entirety with the following:

  • PRE-CONSTRUCTION PHASE SERVICES The Pre-Construction Phase shall be deemed to commence upon the date specified in a written Notice to Proceed with Pre-Construction Phase Services issued by Owner and shall continue through completion of the Construction Documents and procurement of all major Subcontractor agreements. Contractor is not entitled to reimbursement for any costs incurred for Pre-Construction Phase Services performed before issuance of the written Notice to Proceed. Pre-Construction Phase Services may overlap Construction Phase Services. Contractor shall perform the following Pre-Construction Phase Services:

  • Contractor Guaranties Contractor shall: (a) Perform fully under the Contract; (b) Guarantee the Goods or Services against defective material or workmanship and to repair any damage or marring occasioned in transit or, at the Client Agency's option, replace them; (c) Furnish adequate protection from damage for all work and to repair damage of any kind, for which its workers are responsible, to the premises, Goods, the Contractor’s work or that of Contractor Parties; (d) With respect to the provision of Services, pay for all permits, licenses and fees and give all required or appropriate notices; (e) Adhere to all Contractual provisions ensuring the confidentiality of Records that the Contractor has access to and are exempt from disclosure under the State’s Freedom of Information Act or other applicable law; and (f) Neither disclaim, exclude nor modify the implied warranties of fitness for a particular purpose or of merchantability.

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