Development Obligations 1. The College supports the development, production, and dissemination of copyrightable, trademarkable, patentable, and other intellectual properties by its employees.
2. It is understood that intellectual property developed by employees on or off College time, except for those materials for which the College had specifically contracted prior to June 9, 1998, shall remain the property of such employees, but shall continue to be used for the benefit of the College while the employee remains an employee of the College.
Client Obligations 3.1 The Client warrants and represents that:
3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services;
3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services;
3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Payment of Outstanding Indebtedness, etc The Administrative Agent shall have received evidence that immediately after the making of the Loans on the Closing Date, all Indebtedness under the Existing Credit Agreement and any other Indebtedness not permitted by Section 7.04, together with all interest, all payment premiums and all other amounts due and payable with respect thereto, shall be paid in full from the proceeds of the initial Credit Event, and the commitments in respect of such Indebtedness shall be permanently terminated, and all Liens securing payment of any such Indebtedness shall be released and the Administrative Agent shall have received all payoff and release letters, Uniform Commercial Code Form UCC-3 termination statements or other instruments or agreements as may be suitable or appropriate in connection with the release of any such Liens.
Local Church’s Payment Obligations At Closing or otherwise prior to or on the Disaffiliation Date, Local Church shall pay to the Annual Conference, in a manner specified by Annual Conference, the following:
(a) Local Church shall have the right to retain its Real Property and Personal Property, tangible and intangible property without charge. Any costs relating to Local Church’s retention of its property will be borne by Local Church.
(b) Any unpaid apportionments for the twelve (12) months immediately prior to the Disaffiliation Date, as calculated by Annual Conference, totaling Fifteen Thousand Two Hundred Twenty and 00/100 Dollars ($15,220.00) (for clarity, any amounts paid within the twelve (12) month period set out above shall be credited to the Local Church at Closing);
(c) An additional twelve (12) months of apportionments, as calculated by Annual Conference, totaling Fifteen Thousand Two Hundred Twenty and 00/100 Dollars ($15,220.00);
(d) An amount equal to Local Church’s pro rata share, as determined by Annual Conference, of Annual Conference’s unfunded pension obligations, based on the Annual Conference’s aggregate funding obligations as determined by the General Board of Pension and Health Benefits using market factors similar to a commercial annuity provider, totaling Thirty- Seven Thousand Nine Hundred Sixty-Seven and 00/100 Dollars ($37,967.00);
(e) If any clergy currently appointed to the Local Church will remain in The United Methodist Church after the Local Church disaffiliation, an amount equal to six (6) months salary, housing (if receiving a housing allowance), and pension/health benefits for the clergy, being Thirty-Eight Thousand One Hundred Eighty-Five and 00/100 Dollars ($38,185.00). The intent of this provision is to provide salary and benefits to the clergy from January 1, 2024 through July 1, 2024, which is a period of time in which the clergy will not have an appointment to a church.
(f) Any unpaid loans (secured or unsecured) owed to the Annual Conference or other United Methodist entities such as The United Methodist Foundation of Western North Carolina (unless those loans are assigned or transferred per Section 3.2 below), and any investment portfolio needs which require modifications or assignments;
(g) The aggregate amount of any and all grants awarded and paid to Local Church by Annual Conference or any affiliate or subsidiary thereof within the prior ten (10) years; and,
(h) All costs of the transfer of any assets involved hereunder and transactions set out herein, as well as the legal fees of the Annual Conference incurred in connection with this Agreement.
Joint Obligations A. The University and the student share the responsibility for ensuring the quality of life within the residence halls, their maintenance, furnishings and facilities, and for a physical environment secure from fire and other hazards. The University will work with students to promote effective security of persons and property in the residence halls.
Failure to Make Letter of Credit Advances The failure of any Lender to make the Letter of Credit Advance to be made by it on the date specified in Section 2.03(c) shall not relieve any other Lender of its obligation hereunder to make its Letter of Credit Advance on such date, but no Lender shall be responsible for the failure of any other Lender to make the Letter of Credit Advance to be made by such other Lender on such date.
Additional Public Interest Commitments Registry Operator shall comply with the public interest commitments set forth in Specification 11 attached hereto (“Specification 11”).
Recipient Obligations 2.1 The Recipient agrees to support the Project in accordance with this Agreement.
2.2 In supporting the Project, the Recipient must:
(a) exercise reasonable diligence, care and skill;
(b) administer the Funding in accordance with the Agreement to support the Fellow to complete the Project;
(c) not replace the Fellow named in the Application with another person;
(d) complete the Project Deliverables by the relevant Deliverable due dates. This includes the provision of the required Reports, Financial Acquittal Statements and valid tax invoices;
(e) ensure that the Fellow completes the Project Milestones annually;
(f) ensure it makes the Recipient Contribution to the Project as per the Application and summarised in Item 11 of Schedule 1;
(g) ensure the Partners provide the Partner Contributions to the Project as per the Application and summarised in Item 12 of Schedule 1;
(h) ensure that the Project expenditure is managed in accordance with the project expenditure table in the Application;
(i) notify the Department within 20 Business Days of any matter that may affect the Fellow or Recipient’s eligibility for funding under the Guidelines, including but not limited to:
(i) the Fellow ceasing employment with the Recipient;
(ii) the Fellow moving residence to outside of Queensland;
(iii) the Fellow travelling outside of Queensland for more than six weeks;
(iv) the Fellow taking extended leave or being unable to undertake the Project for an extended period;
(v) the Fellow changing the proportion of their time committed to the Project;
(vi) the Recipient Contributions or Partner Contributions changing;
(vii) the Project Partner organisations changing; and
(viii) the Project expenditure changing.
(j) ensure that (where relevant):
(i) the Project complies with National Health and Medical Research Council Guidelines;
(ii) the Project complies with the Code of Ethical Practice for Biotechnology in Queensland;
(iii) the Project is cleared by all relevant ethical committees prescribed by the Recipient organisation’s research rules; and
(iv) evidence of compliance with this clause is provided, if requested by the Department;
(k) not assign, transfer or subcontract its obligations, without prior written consent of the Department;
(l) notify the Department of any breach of these terms or any matter that may affect the performance of the Agreement; and
(m) comply with all relevant laws.
Actions in Respect of the Letters of Credit upon Default If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Agent may, or shall at the request of the Required Lenders, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date over (ii) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank to the extent permitted by Applicable Law.
Post-Closing Obligations (a) Within ninety (90) days after the Original Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), confirmation, together with relevant supporting documents, that the Quoted Eurobond Listing has taken place;
(b) The Credit Parties shall, (i) in a manner satisfactory to the Agent, cooperate with and assist the Agent, the Lenders and their respective attorneys, officers, employees, representatives, consultants and agents (collectively, the “Reviewing Parties” and each, a “Reviewing Party”) in connection with any Reviewing Party’s regulatory review and due diligence of the Credit Parties’ Program in each state or foreign jurisdiction in which any Credit Party originates or purchases Consumer Loans and/or Credit Card Receivables (including participation interests therein), (ii) review and consider in good faith any issues raised by, or comments, recommendations or guidance from, any Reviewing Party with respect to any such lending program (such issues, comments, recommendations and guidance, collectively, the “Diligence Issues”) and (iii) within 90 days (or such longer period as may be agreed to by the Agent in its sole discretion) of any Credit Party’s receipt of written notice of any Diligence Issues from a Reviewing Party, resolve or address any such Diligence Issues, in each case, in a manner satisfactory to the Agent;
(c) The Credit Parties shall deliver, or cause to be delivered to the Agent, within sixty (60) days after the Fifth Restatement Closing Date (or such later date as shall be acceptable [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED to the Agent in its sole discretion), deposit account control agreements executed by the applicable Credit Party and each depository institution for which such Credit Party maintains deposit and other accounts, each in form and substance reasonably satisfactory to the Agent in its sole discretion, covering all deposit accounts and other accounts maintained at such depository institution that are not currently subject to deposit account control agreements in favor of the Agent;
(d) The Credit Parties shall deliver, or cause to be delivered to the Agent, within thirty (30) days after the Fifth Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), Intellectual Property Security Agreements executed by the applicable Credit Party covering all federally-registered Intellectual Property Rights that are not currently subject to an Intellectual Property Security Agreement in favor of the Agent;
(e) The Credit Parties shall deliver, or cause to be delivered to the Agent, prior to purchasing any Consumer Loans (or participation interests in Consumer Loans) pursuant to any Bank Transaction Documents (or such later date as shall be acceptable to the Agent in its sole discretion), a revised form of Consumer Loan Agreement to be used under such Bank Transaction Documents which provides that (i) all obligations thereunder are “registered obligations” and all instruments issued thereunder (if any) shall be at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations promulgated thereunder and (ii) the first page thereof shall have the following legend: “THIS AGREEMENT SHALL NOT CONSTITUTE A “NEGOTIABLE INSTRUMENT””, which form shall be reasonably satisfactory to the Agent and its counsel; and
(f) The Credit Parties shall deliver, or cause to be delivered to the Agent, within thirty (30) days after the Fifth Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), updated insurance certificates and updated insurance endorsements with respect to the applicable Credit Parties, in each case, in form and substance reasonably satisfactory to Agent and evidencing the insurance policies and endorsements thereto required to be maintained in accordance with Section 8.11.
