Condition to Obligations of the Seller The obligation of the Seller to consummate the Securities Purchase is also subject to the fulfillment, or written waiver by the Seller, prior to the Closing, of the following conditions:
RIGHTS AND OBLIGATIONS OF THE PARTIES 13.2.1 The client shall be under obligation:
RIGHTS AND OBLIGATIONS OF THE CUSTOMER 9.1 The Customer shall:
Assignment to Lenders Interconnection Customer may, without the consent of the Transmission Provider or the Interconnected Transmission Owner, assign the Interconnection Service Agreement to any Project Finance Entity(ies), provided that such assignment does not alter or diminish Interconnection Customer’s duties and obligations under this Interconnection Service Agreement. If Interconnection Customer provides the Interconnected Transmission Owner with notice of an assignment to any Project Finance Entity(ies) and identifies such Project Finance Entities as contacts for notice purposes pursuant to Section 21 of this Appendix 2, the Transmission Provider or Interconnected Transmission Owner shall provide notice and reasonable opportunity for such entity(ies) to cure any Breach under this Interconnection Service Agreement in accordance with this Interconnection Service Agreement. Transmission Provider or Interconnected Transmission Owner shall, if requested by such lenders, provide such customary and reasonable documents, including consents to assignment, as may be reasonably requested with respect to the assignment and status of the Interconnection Service Agreement, provided that such documents do not alter or diminish the rights of the Transmission Provider or Interconnected Transmission Owner under this Interconnection Service Agreement, except with respect to providing notice of Breach to a Project Finance Entity. Upon presentation of the Transmission Provider and/or the Interconnected Transmission Owner’s invoice therefor, Interconnection Customer shall pay the Transmission Provider and/or the Interconnected Transmission Owner’s reasonable documented cost of providing such documents and certificates. Any assignment described herein shall not relieve or discharge the Interconnection Customer from any of its obligations hereunder absent the written consent of the Interconnected Transmission Owner and Transmission Provider.
Agreement with Respect to Data Processing Equipment and Leases (a) The Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to: (i) accept an assignment from the Receiver of all leased Data Processing Equipment and (ii) purchase at Fair Market Value from the Receiver all owned Data Processing Equipment. The Assuming Institution’s election under this option applies to both owned and leased Data Processing Equipment.
RIGHTS AND OBLIGATIONS OF NWESD The NWESD Board of Directors and Superintendent agree to provide educational services pursuant to requirements of the Office of the Superintendent of Public Instruction (OSPI). All staff for the Program shall be employed by the NWESD and subject to the policies and rules and regulations of the NWESD, including regulations pertaining to RCW 28A.400.303, RCW 28A.400.322 and RCW 28A.400.330, and teacher certification as required by the State of Washington. In accordance with this Agreement, the NWESD shall:
Assignment to Financing Providers Seller shall be permitted to assign this Agreement as collateral for any financing or refinancing of the Project with the prior written consent of the Buyer, which consent shall not be unreasonably withheld. If Buyer gives its consent, then such consent shall be in a form substantially similar to the Form of Consent to Assignment attached hereto as Appendix VII provided that (i) Buyer shall not be required to consent to any additional terms or conditions beyond those contained in Appendix VII, including extension of any cure periods or additional remedies for financing providers, and (ii) Seller shall be responsible at Buyer’s request for Buyer’s reasonable costs associated with the review, negotiation, execution and delivery of documents in connection with such assignment, attorneys’ fees.
Rights and Obligations of Members Section 6.1
Modifications and Add-ons Subject to the licensing of the required development rights under separate agreement, Provider shall be entitled to develop Modifications and Add-ons for the Software and shall be permitted to Use Modifications and Add- Ons with the Software in accordance with the license grant to the Software set forth in Section 3.1 herein. Provider shall promptly notify SAP if and when Provider is planning to develop Modifications or Add-ons to the Software. The notification provided by Provider shall include a high level description of the intended functionality and of the timeframe planned for such development. In addition, any Modifications or Add-ons must not i) unreasonably impair, degrade or reduce the performance or security of the Software; ii) enable the bypassing or circumventing of SAP license restrictions and/or provide users with access to the Software to which such users are not directly licensed; and/or iii) permit mass data or metadata extraction from an SAP software to a non-SAP software for the purpose of replacing the Software as the data’s system of record. With regards to the aforementioned item iii), Provider shall refer any Customer requiring such information to SAP.
Obligations of the Concessionaire 5.1.1 Subject to and on the terms and conditions of this Agreement, the Concessionaire shall, at its own cost and expense, procure finance for and undertake the design, engineering, procurement, construction, operation and maintenance of the Project and observe, fulfil, comply with and perform all its obligations set out in this Agreement or arising hereunder.