Common use of Recipient's Obligations Clause in Contracts

Recipient's Obligations. The Recipient covenants and agrees to complete the Project in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, the Recipient shall: a) commence the Project on or before the Project Start Date; b) carry out the activities set out in Schedule A in a diligent, timely and professional manner and in general compliance with the Project Budget; c) on completion of the Project, make available and maintain Broadband Service for a minimum of five (5) years from the Project Completion Date, that meets the requirements set out in Annex A-2, section 5 of Schedule A; d) complete the Project no later than the Project Completion Date; e) subject to the Province’s commitment in subsection 6.1 to pay a contribution toward certain Eligible Costs, be responsible for all Project Costs, including costs incurred in excess of the Project Costs specified in the Project Budget, if any; f) ensure that all goods and services, the cost of which are being contributed to by the Province under this Agreement, shall be purchased or acquired at competitive prices that are no greater than Fair Market Value after deducting all trade discounts and similar items; g) assume full responsibility at all times for the Project and all matters arising therefrom, as per appropriate standards and, without limiting the foregoing, oversee, manage and assume full responsibility for the goods and services provided by any Third Parties and their compliance with the Recipient’s obligations under this Agreement; h) not alter the scope of the Project without the prior written consent of the Province; i) when awarding contracts or hiring personnel for the Project, use a fair and competitive or otherwise justifiable and generally accepted sound business process that results in competent and qualified contractors and/or personnel working on the Project; j) provide open access to the resulting broadband network to other service providers in a fair, transparent, timely and non-discriminatory manner in accordance with section 5 of Schedule A and no later than the time at which the Recipient's Broadband Service is available. Any access provided on or before the Project Completion Date shall not reduce the minimum five (5) years requirements set out in section 8, paragraph c) of this Agreement; k) if applicable, if the Project assets are to be owned in whole or in part by a Third Party, enter into a Third Party Contract with such Third Party that is consistent with the provisions of this Agreement and include any clauses necessary to ensure the fulfilment of the Recipient’s obligations under this Agreement, including the obligations set out in section 8, paragraphs c) and j) and subsections 12.1, 12.2, 12.3, 15.1, 15.2, and 19.

Recipient's Obligations. ‌ The Recipient covenants and agrees to complete the Project in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, the Recipient shall: a) commence the Project on or before the Project Start Date; b) carry out the activities set out in Schedule A in a diligent, timely and professional manner and in general compliance with the Project Budget; c) on completion of the Project, make available and maintain Broadband Service for a minimum of five (5) years from the Project Completion Date, that meets the requirements set out in Annex A-2, section 5 of Schedule A; d) complete the Project no later than the Project Completion Date; e) subject to the Province’s commitment in subsection 6.1 to pay a contribution toward certain Eligible Costs, be responsible for all Project Costs, including costs incurred in excess of the Project Costs specified in the Project Budget, if any; f) ensure that all goods and services, the cost of which are being contributed to by the Province under this Agreement, shall be purchased or acquired at competitive prices that are no greater than Fair Market Value after deducting all trade discounts and similar items; g) assume full responsibility at all times for the Project and all matters arising therefrom, as per appropriate standards and, without limiting the foregoing, oversee, manage and assume full responsibility for the goods and services provided by any Third Parties and their compliance with the Recipient’s obligations under this Agreement; h) not alter the scope of the Project without the prior written consent of the Province; i) when awarding contracts or hiring personnel for the Project, use a fair and competitive or otherwise justifiable and generally accepted sound business process that results in competent and qualified contractors and/or personnel working on the Project; j) provide open access to the resulting broadband network to other service providers in a fair, transparent, timely and non-discriminatory manner in accordance with section 5 of Schedule A and no later than the time at which the Recipient's Broadband Service is available. Any access provided on or before the Project Completion Date shall not reduce the minimum five (5) years requirements set out in section 8, paragraph 8 (c) of this Agreement; k) if applicable, if the Project assets are to be owned in whole or in part by a Third Party, enter into a Third Party Contract contract with such the Third Party that is consistent with the provisions of this Agreement and include any clauses necessary to ensure the fulfilment of the Recipient’s obligations under this Agreement, including the obligations set out in section 8, paragraphs c) and j) and subsections 12.1, 12.2, 12.3, 15.1, 15.2, and 19.,

Recipient's Obligations. (a) The Recipient shall retain, manage, and oversee the performance by the Consultant Team of the Services. (b) Recipient hereby represents, warrants and covenants that: (i) The Disbursed Funds shall be used exclusively for the Services; (ii) The Recipient has the legal power and agrees authority to complete enter into and perform this Agreement and any related documents in which it is named as a party, to fulfill its obligations set forth herein and therein and to carry out the Project transactions contemplated hereby and thereby; (iii) This Agreement and any other documents delivered to MassDevelopment by the Recipient pursuant hereto are the legal, valid and binding obligations of the Recipient, enforceable against the Recipient in accordance with their respective terms. There are no actions, suits, proceedings, adverse findings or investigations pending or, to the knowledge of the Recipient, threatened, anticipated or contemplated (nor, to the knowledge of the Recipient, is there any basis therefor) against or affecting the Recipient before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that call into question the validity of this Agreement or any action taken or to be taken in connection with the transactions contemplated hereby; (iv) Each of the representations and warranties of this section shall survive the termination of this Agreement and the Recipient shall indemnify and hold harmless MassDevelopment and any members, officers, employees, or directors thereof (the “Indemnitees”) from and against all loss, expense or liability directly or indirectly resulting from the breach thereof, including, without limitation, the cost of defending or settling any claim arising therefrom against the Indemnitees. (c) The Recipient shall reimburse MassDevelopment for the Disbursed Funds as follows: (i) If the Site or any portion thereof is sold, conveyed, gifted, demised, ground leased, otherwise transferred, or refinanced, and as a result, Recipient, or any affiliate, receives funds that exceed the aggregate amount necessary for repayment of existing monetary liens, mortgage loans, and other debt on the Project and all of the costs incurred by them in the acquisition, development, ownership, and sale of the Site or of the portion of the Site transferred (the “Net Proceeds”), then Recipient shall reimburse MassDevelopment the full amount of the Net Proceeds, in an amount up to the Disbursed Funds. In the event of a ground lease or other stream of income derived from the Site, Recipient shall provide MassDevelopment with relevant agreements and a cash flow statement and MassDevelopment and Recipient shall agree on repayment terms regarding Disbursed Funds taking into account the project debt of the Recipient. This Section 2(c)(i) shall only apply from the Effective Date established above through 11:59 P.M. on the date 30 years thereafter, but shall survive the earlier expiration or termination of this Agreement. (d) The Recipient hereby promises to repay the Disbursed Funds in accordance with the foregoing terms and conditions. Recipient further agrees to execute and enter into any and all documents that reaffirm the terms and conditions of this Agreementsection, as reasonably requested by MassDevelopment, and as relates to the Disbursed Funds and Recipient’s obligations hereunder. Without limiting Attached hereto at Exhibit B is a commitment letter from the generality Recipient agreeing to the foregoing reimbursement obligations. (e) The Recipient shall meet with MassDevelopment staff and/or its consultants on an as needed basis, during the period when the Services are being performed or as MassDevelopment reasonably requests thereafter. The Recipient’s Project Manager (as identified in Section 4) shall assist MassDevelopment and its consultants in accessing the assistance of other municipal agencies or staff, as necessary. The Recipient shall work diligently with MassDevelopment in coordinating and resolving any issues that may arise in connection with the foregoingProject. (f) For five years from the Effective Date, the Recipient shall: a) commence shall provide biannual update reports to MassDevelopment that include Project goals, updates, timelines, Net Proceeds, and Economic Benefit to the Project Municipality; the biannual reports are due on or before June 1 and December 31 of each calendar year. After the Project Start Date; b) carry out the activities set out in Schedule A in a diligent, timely and professional manner and in general compliance with the Project Budget; c) on completion of the Project, make available and maintain Broadband Service for a minimum expiration of five (5) years from the Project Completion Effective Date, that meets the requirements set out in Annex A-2Recipient shall provide annual reports, section 5 with the same information referenced above, to MassDevelopment, on December 31 of Schedule A; deach year, until the earlier of: (i) complete the Project no later than the Project Completion Date; e) subject to the Province’s commitment in subsection 6.1 to pay a contribution toward certain Eligible Costs, be responsible for all Project Costs, including costs incurred in excess of the Project Costs specified in the Project Budget, if any; f) ensure that all goods and services, the cost of which are being contributed to by the Province under this Agreement, shall be purchased or acquired at competitive prices that are no greater than Fair Market Value after deducting all trade discounts and similar items; g) assume full responsibility at all times date MassDevelopment has been fully reimbursed for the Project and all matters arising therefrom, as per appropriate standards and, without limiting Disbursed Funds or (ii) the foregoing, oversee, manage and assume full responsibility for date the goods and services provided by any Third Parties and their compliance with the Recipient’s obligations under this Agreement; h) not alter the scope of the Project without the prior written consent of the Province; i) when awarding contracts or hiring personnel for the Project, use a fair and competitive or otherwise justifiable and generally accepted sound business process that results in competent and qualified contractors and/or personnel working on the Project; j) provide open access to the resulting broadband network to other service providers in a fair, transparent, timely and non-discriminatory manner in accordance with section 5 of Schedule A and no later than the time at which the Recipient's Broadband Service is available. Any access provided on or before the Project Completion Date shall not reduce the minimum five (5) years requirements set out in section 8, paragraph c) of this Agreement; k) if applicable, if the Project assets are to be owned in whole or in part by a Third Party, enter into a Third Party Contract with such Third Party that is consistent with the provisions of this Agreement and include any clauses necessary to ensure the fulfilment of the Recipient’s obligations under this Agreement, including the obligations set out in section 8, paragraphs c) and j) and subsections 12.1, 12.2, 12.3, 15.1, 15.2, and 19has expired.

Recipient's Obligations. (a) Recipient must elect on page ten (10) of this Agreement either (1) to retain, manage and oversee the Consultant Team and contractors, or (2) to elect that MassDevelopment retain, manage and oversee the Consultant Team and contractors. (b) If Recipient elects to retain, manage and oversee the Consultant Team and contractors, Recipient shall cause the Consultant Team to perform the Services in a professional, competent, and timely manner. (c) If Recipient elects to retain, manage and oversee the Consultant Team and contractors, Recipient shall comply with MassDevelopment’s “Contractor Policy” (attached hereto as Exhibit C and made a part hereof), which requires that the Recipient or its affiliates have not and will not enter into a contract for work financed by MassDevelopment with any vendor or contractor listed as debarred or suspended on the debarment lists maintained by the Commonwealth of Massachusetts’ Division of Capital Asset Management and Maintenance, the Department of Transportation, the Department of Industrial Accidents, the Office of the Attorney General, and the Federal Government (the “Debarment Lists”); (d) If Recipient elects to retain, manage and oversee the Consultant Team and contractors, until the Services are complete, the Recipient shall provide biannual update reports to MassDevelopment that include project goals, updates, and timelines; the biannual reports are due on or before June 1 and December 31 of each calendar year. (e) Recipient hereby represents and warrants that: (i) The Disbursed Funds shall be used exclusively for the Services and Site acquisition. (ii) The Recipient covenants has the legal power and agrees authority to complete enter into and perform this Agreement and any related documents in which it is named as a party, to fulfill its obligations set forth herein and therein and to carry out the Project transactions contemplated hereby and thereby. (iii) This Agreement and any other documents delivered to MassDevelopment by the Recipient pursuant hereto are the legal, valid and binding obligations of the Recipient, enforceable against the Recipient in accordance with their respective terms. There are no actions, suits, proceedings, adverse findings or investigations pending or, to the knowledge of the Recipient, threatened, anticipated or contemplated (nor, to the knowledge of the Recipient, is there any basis therefor) against or affecting the Recipient before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that call into question the validity of this Agreement or any action taken or to be taken in connection with the transactions contemplated hereby. (iv) Each of the representations and warranties of this section shall survive the advance of the Grant Amount pursuant to this Agreement and the termination of this Agreement and the Recipient shall indemnify and hold harmless MassDevelopment and any members, officers, employees, or directors thereof (the “Indemnitees”) from and against all loss, expense or liability directly or indirectly resulting from the breach thereof, including, without limitation, the cost of defending or settling any claim arising therefrom against the Indemnitees. (f) The Recipient shall reimburse MassDevelopment for the Disbursed Funds as follows: (i) If the Site or any portion thereof is sold, conveyed, gifted, demised, ground leased, otherwise transferred, or refinanced, and as a result, Recipient, or any affiliate, receives funds that exceed the aggregate amount necessary for repayment of existing monetary liens, mortgage loans, and other debt on the Project and all of the costs incurred by them in the acquisition, development, ownership, and sale of the Site or of the portion of the Site transferred (the “Net Proceeds”), then Recipient shall reimburse MassDevelopment the full amount of the Net Proceeds, in an amount up to the Disbursed Funds. In the event of a ground lease or other stream of income derived from the Site, Recipient shall provide MassDevelopment with relevant agreements and a cash flow statement and MassDevelopment and Recipient shall agree on repayment terms regarding Disbursed Funds taking into account the project debt of the Recipient. This Section 2(e)(i) shall only apply from the Effective Date established above through 11:59 P.M. on the date 30 years thereafter, but shall survive the earlier expiration or termination of this Agreement. (g) The Recipient hereby promises to repay the Disbursed Funds in accordance with the foregoing terms and conditions. Recipient further agrees to execute and enter into any and all documents that reaffirm the terms and conditions of this Agreementsection, as reasonably requested by XxxxXxxxxxxxxxx, and as relates to the Disbursed Funds and Recipient’s obligations hereunder. Without limiting Attached hereto as Exhibit B is a commitment letter from the generality Recipient agreeing to the foregoing reimbursement obligations. (h) The Recipient shall meet with MassDevelopment staff and/or its consultants on an as needed basis, during the period when the Services are being performed or as MassDevelopment reasonably requests thereafter. The Recipient’s Project Manager (as identified in Section 4) shall assist MassDevelopment and its consultants in accessing the assistance of other municipal agencies or staff, as necessary. The Recipient shall work diligently with MassDevelopment in coordinating and resolving any issues that may arise in connection with the foregoingProject. (i) For five years from the Effective Date, the Recipient shall: a) commence shall provide biannual update reports to MassDevelopment that include Project goals, updates, timelines, Net Proceeds, and Economic Benefit to the Project Municipality; the biannual reports are due on or before June 1 and December 31 of each calendar year. After the Project Start Date; b) carry out the activities set out in Schedule A in a diligent, timely and professional manner and in general compliance with the Project Budget; c) on completion of the Project, make available and maintain Broadband Service for a minimum expiration of five (5) years from the Project Completion Effective Date, that meets the requirements set out in Annex A-2Recipient shall provide annual reports, section 5 with the same information referenced above, to MassDevelopment, on December 31 of Schedule A; deach year, until the earlier of: (i) complete the Project no later than the Project Completion Date; e) subject to the Province’s commitment in subsection 6.1 to pay a contribution toward certain Eligible Costs, be responsible for all Project Costs, including costs incurred in excess of the Project Costs specified in the Project Budget, if any; f) ensure that all goods and services, the cost of which are being contributed to by the Province under this Agreement, shall be purchased or acquired at competitive prices that are no greater than Fair Market Value after deducting all trade discounts and similar items; g) assume full responsibility at all times date MassDevelopment has been fully reimbursed for the Project and all matters arising therefrom, as per appropriate standards and, without limiting Disbursed Funds or (ii) the foregoing, oversee, manage and assume full responsibility for date the goods and services provided by any Third Parties and their compliance with the Recipient’s obligations under this Agreement; h) not alter the scope of the Project without the prior written consent of the Province; i) when awarding contracts or hiring personnel for the Project, use a fair and competitive or otherwise justifiable and generally accepted sound business process that results in competent and qualified contractors and/or personnel working on the Project; j) provide open access to the resulting broadband network to other service providers in a fair, transparent, timely and non-discriminatory manner in accordance with section 5 of Schedule A and no later than the time at which the Recipient's Broadband Service is available. Any access provided on or before the Project Completion Date shall not reduce the minimum five (5) years requirements set out in section 8, paragraph c) of this Agreement; k) if applicable, if the Project assets are to be owned in whole or in part by a Third Party, enter into a Third Party Contract with such Third Party that is consistent with the provisions of this Agreement and include any clauses necessary to ensure the fulfilment of the Recipient’s obligations under this Agreement, including the obligations set out in section 8, paragraphs c) and j) and subsections 12.1, 12.2, 12.3, 15.1, 15.2, and 19has expired.

Recipient's Obligations. ‌ The Recipient covenants and agrees to complete the Project in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, the Recipient shall: a) commence the Project on or before the Project Start Date; b) carry out the activities set out in Schedule A in a diligent, timely and professional manner and in general compliance with the Project Budget; c) on completion of the Project, make available and maintain Broadband Service for a minimum of five (5) years from the Project Completion Date, that meets the requirements set out in Annex A-2, section 5 of Schedule A; d) complete the Project no later than the Project Completion Date; e) subject to the Province’s commitment in subsection 6.1 to pay a contribution toward certain Eligible Costs, be responsible for all Project Costs, including costs incurred in excess of the Project Costs specified in the Project Budget, if any; f) ensure that all goods and services, the cost of which are being contributed to by the Province under this Agreement, shall be purchased or acquired at competitive prices that are no greater than Fair Market Value after deducting all trade discounts and similar items; g) assume full responsibility at all times for the Project and all matters arising therefrom, as per appropriate standards and, without limiting the foregoing, oversee, manage and assume full responsibility for the goods and services provided by any Third Parties and their compliance with the Recipient’s obligations under this Agreement; h) not alter the scope of the Project without the prior written consent of the Province; i) when awarding contracts or hiring personnel for the Project, use a fair and competitive or otherwise justifiable and generally accepted sound business process that results in competent and qualified contractors and/or personnel working on the Project; j) provide open access to the resulting broadband network to other service providers in a fair, transparent, timely and non-discriminatory manner in accordance with section 5 of Schedule A and no later than the time at which the Recipient's Broadband Service is available. Any access provided on or before the Project Completion Date shall not reduce the minimum five (5) years requirements set out in section 8, paragraph 8 (c) of this Agreement; k) if applicable, if the Project assets are to be owned in whole or in part by a Third Party, enter into a Third Party Contract contract with such the Third Party that is consistent with the provisions of this Agreement and include any clauses necessary to ensure the fulfilment of the Recipient’s obligations under this Agreement, including the obligations set out in section 8, paragraphs (c) and (j) ), and subsections 12.1, 12.2, 12.3, 15.1, 15.2, and 19.