Service Provider’s Undertakings Sample Clauses

Service Provider’s Undertakings. 13.1. The Service Provider shall be responsible for the professional and technical competence of the personnel it assigns to perform the Services, and will select reliable and competent individuals who will be able to effectively perform the obligations under the Contract and who, while doing so, will respect the local laws and customs, the Global Fund’s policies, rules and regulations, and conform to a high standard of moral and ethical conduct. 13.2. Such Service Provider personnel shall be qualified and, if required to work with officers, employees or agents of the Global Fund, shall be able to do so effectively. 13.3. At the option and in the sole discretion of the Global Fund: 13.3.1. The qualifications of personnel proposed by the Service Provider may be reviewed by the Global Fund prior to such personnel performing any obligation under the Contract; 13.3.2. Any personnel proposed by the Service Provider to perform obligations under the Contract may be interviewed by qualified officers or employees of the Global Fund prior to such personnel performing any obligation under the Contract; and/or 13.3.3. In cases in which, pursuant to any of the prior options in this Sub-Section, the Global Fund has reviewed the qualifications of such Service Provider’s personnel, the Global Fund may reasonably refuse to accept any such personnel. 13.4. Except as the Global Fund may otherwise agree, no changes shall be made to the Service Provider' personnel. If, for any reason beyond the control of the Service Provider, it becomes necessary to replace any of the Service Provider’s personnel, the Service Provider shall provide as a replacement a person of equivalent or better qualifications and experience, with no cost to the Global Fund. 13.5. If the Global Fund: (i) finds that any of the personnel has committed serious misconduct or has been charged with having committed a criminal action; or (ii) has reasonable cause to be dissatisfied with the performance of any of the personnel, then the Service Provider shall, at the Global Fund’s written request specifying the grounds therefore, provide as a replacement a person with qualifications and experience acceptable to the Global Fund, with no cost to the Global Fund. Within one (1) working day after learning that any of the Service Provider’s personnel who has access to any Global Fund premises has been charged by law enforcement authorities with an offense other than a minor traffic offense, the Service Provider shall pr...
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Service Provider’s Undertakings. The Service Provider hereby undertakes with the Authority that for so long as this Contract remains in force: (a) it shall upon becoming aware that the same is or may be threatened or pending, and again immediately after the commencement thereof, give the Authority notice of all litigation or arbitration or administrative or adjudication or mediation or similar proceedings before or of any court, arbitrator or governmental authority which would or may materially adversely affect the Service Provider's ability to perform its obligations under this Contract and shall, for so long as such proceedings subsist, keep the Authority reasonably informed of the same; (b) it shall not without the prior written consent of the Authority (and whether by a single transaction or by a series of transactions whether related or not) sell, transfer, lend or otherwise dispose of (other than by way of giving security) the whole or any part of its business or assets which would or may materially affect the ability of the Service Provider to perform its obligations under this Contract; (c) it shall not cease to be resident in the United Kingdom or transfer in whole or in part its undertaking, business or trade outside the United Kingdom; (d) it shall not undertake the performance of its obligations under this Contract for the provision of the Service otherwise than through itself or through the Sub-Contractor; (e) it shall not without the written consent of the Authority (not to be unreasonably withheld or delayed) incorporate any company or purchase or acquire or subscribe for any shares in any company save where such company is involved in the provision of the Service; (f) it shall not without the consent of the Authority (not to be unreasonably withheld or delayed) make any loans or grant any credit or give any guarantee or indemnity to or for the benefit of any person or otherwise voluntarily or for consideration assume any liability (whether actual or contingent) in respect of any obligation of any other person except in the ordinary course of its business; and (g) it shall not change or cease its business or start any other business which is materially different from that to be carried on by it under this Contract.
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Service Provider’s Undertakings. 5.1 The Service Provider undertakes as follows: (a) to carry out the general duties of an Service Provider set out in Item 1 of the Schedule to this agreement; (b) to observe the rules, recommendations and guidelines of the Advertising Standards Bureau, the Advertising Standards Board, the Advertising Claims Board, the Federation of Australian Commercial Television Stations, the Federation of Australian Radio Broadcasters, the Australian Competition and Consumer Commission and the Australian Broadcasting Authority and the codes of conduct laid down by those bodies or any other accepted standard of advertising that may be appropriate and will ensure that all services provided under this agreement conform with those bodies and that all advertising placed by it is legal, decent, honest and truthful; (c) to obtain the approval of the Customer to any advertising prepared by the Service Provider and in the case of any television commercial the approval of the Federation of Australian Commercial Television Stations (or any statutory or other body which may hereafter be set up in substitution thereof); (d) to obtain all necessary consents, licences or authorisations required by the Customer, under all relevant legislation of Parliament of the Commonwealth of Australia and all legislation of Parliament of the State in which the services are provided under this agreement and will ensure that all services provided under this agreement conform therewith; (e) to obtain all necessary consents, performance rights, licences or authorisations from all and any third party who has the capacity to give the same in relation to any photograph, drawing or other representation of a living individual or any facsimile signature or any photograph, drawing or other representation of any animal or any inanimate object or for the engagement of any person as artist, model, actor (collectively referred to as the ‘artist’) or otherwise used for the purposes of providing the services under this agreement, the artist to execute an agreement in a form approved by the Customer’s solicitors; (f) to ensure that any third party who is identified by name as endorsing the Customer’s activities (‘the endorser’) executes an agreement in a form approved by the Customer or its solicitors verifying the contents of or material contained in any and all advertisements made by the endorser and that the endorser consents to any abridgment, alteration or addition to the content or material contained in any a...
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Service Provider’s Undertakings. The Service Provider warrants and undertakes to the Company that: (a) the Service Provider will have the necessary skill, expertise and technology to provide the Services on the terms set out herein; (b) the Service Provider will provide independent and professional services to the Group; (c) the Services will be provided in a timely and professional manner and in accordance with the time schedules reasonably stipulated by the Company, will conform to the standards generally observed in the industry for similar services and will be provided with reasonable skill and care; (d) the information technology used by the Service Provider for the Services are the proprietary rights of the Service Provider or have been legally licensed to the Service Provider for use and do not contravene any third party rights whatsoever; and (e) no announcement or publicity concerning this Agreement or the Services or any matter ancillary thereto shall be made by the Service Provider without the prior written consent of the Company.
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Related to Service Provider’s Undertakings

  • LICENSEE’S UNDERTAKINGS 7.1 The Licensee shall: 7.1.1 use reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which the Licensee imposes for failing to do so; 7.1.2 use reasonable efforts to notify Authorized Users of the terms and conditions of this License and take steps to protect the Licensed Materials from unauthorized use or other breach of this License; 7.1.3 use reasonable efforts to monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence; 7.1.4 issue passwords or other access information only to Authorized Users and use all reasonable efforts to ensure that Authorized Users do not divulge their passwords or other access information to any third party; 7.1.5 provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Material. Should the Licensee make any significant change to such information, it will notify the Publisher not less than sixty (60) days before the change takes effect. 7.1.6 keep full and up-to-date records of all Authorized Users and their access details and provide the Publisher with details of such additions, deletions or other alterations to such records as are necessary to enable the Publisher to provide Authorized Users with access to the Licensed Materials as contemplated by this License; 7.1.7 use reasonable endeavours to ensure that only Authorized Users are permitted access to the Licensed Materials. 7.2 THE LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, COSTS, LIABILITY AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF ANY CLAIM OR LEGAL ACTION TAKEN AGAINST THE PUBLISHER RELATED TO OR IN ANY WAY CONNECTED WITH ANY USE OF THE LICENSED MATERIALS BY THE LICENSEE OR AUTHORIZED USERS OR BY ANY FAILURE OF THE LICENSEE TO PERFORM ITS OBLIGATIONS IN RELATION TO THIS LICENSE. 7.3 The Licensee shall, in consideration for the rights granted under this License, pay the Fee upon receipt of an invoice. Licensee shall be solely liable for any taxes related to the Fee.

  • Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

  • Other Undertakings To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise will be deemed sales of the shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

  • Service Provider Obligations Service Provider shall make the Software and the Services required for provisioning the Software (Software and Services hereinafter together and individually may also be referred to as “Service” or “Services”) available to Customer as described in the Services Description and in the Services Specific Terms (together hereinafter referred to as “Services Description”) referenced in the Order Forms and according to the terms and conditions of this Agreement. Service Provider may amend the Services from time to time, provided that such amendments shall not materially diminish the overall Service. Service Provider aims to provide the Software access to Customer within two (2) working days upon the Effective Date, unless otherwise set forth in the Services Description. The Software may consist of a web application provided to Customer in form of a software as a service solution and a mobile application to be installed by Customer on its mobile device. The agreed scope and quality of the Services is exclusively set forth in the Services Description. Public statements concerning the Service made by Service Provider or its agents will only take form when expressively confirmed by Service Provider in writing. Notwithstanding section 7.1, information and specifications contained within the Services Description shall not qualify as warranty or guarantee with regards to the Service’s quality or as any other kind of guarantee, unless they have been confirmed as such by Service Provider in writing. Service Provider may update and improve the Services from time to time; any such Updates, meaning software that remedies "Defects" (as defined in section 7.4) in the Services and/or may include minor improvements of the Services, are included in the Agreement. In addition to Updates, Service Provider may offer Upgrades and/or Add-On Services to the Services, where “Upgrades” mean new capabilities or functionalities of the Services and “Add-On Services” either mean (i) new and/or additional functionality packages in form of separate modules to the Services, or (ii) integrations or connection applications with other Hilti or third party software applications. Upgrades and Add-On Services are only subject to the Agreement, if ordered separately and paid for by Customer, where additional terms and conditions may apply.

  • Further Undertakings The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.

  • Conditions to Each Party’s Obligations under this Agreement The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:

  • Contractor’s Performance Warranties Contractor represents and warrants to the State that: (i) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (ii) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (iii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

  • Integration and Severability This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between the Parties. The provisions of this Agreement are severable, and in the event any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

  • Performance of Agreements Buyer shall have performed in all material respects all of its covenants, agreements and obligations required by this Agreement and each of the other Documents to be performed or complied with by it prior to or upon the Closing Date.

  • Conditions to Obligations of Each Party Under This Agreement The respective obligations of each party to effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:

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