Supplier Covenants. The Supplier shall:
Supplier Covenants. So long as any Purchased Receivable remains outstanding, the Supplier agrees that:
6.1 The Supplier shall:
(a) take all necessary action to vest full title to the Purchased Receivables and the proceeds thereof purchased hereunder in the Investor, free and clear of any adverse claims, and defend the right, title and interest of the Investor in any of the foregoing property, against all claims of third parties claiming through or under the Supplier with respect to the Purchased Receivables, and upon the written request of the Investor Agent, the Supplier, at its sole expense, shall promptly and duly execute and deliver all such further instruments and documents and take such further action as the Investor Agent may reasonably request for the purpose of obtaining the full benefits of the Receivables Purchase Agreement and the Purchased Receivables and of the rights and powers herein and therein granted with respect to the Purchased Receivables. For the avoidance of doubt, the Purchase Price paid to Supplier for such Purchased Receivables shall not constitute proceeds of such Purchased Receivables;
(b) hold any payment received by it from the Buyer pertaining to Purchased Receivables in trust for the benefit of the Investor and account for and remit the same promptly to the Investor (for purposes of the foregoing, any payment made by the Buyer with respect to any Purchased Receivable shall, except as otherwise specified by the Buyer or as otherwise required by contract or law, be deemed applied to Purchased Receivables (in order of maturity, starting with the oldest such Purchased Receivable) to the extent of any amounts due and payable thereunder, before being applied to any other obligation of the Buyer to the Supplier);
(c) pay and discharge prior to delinquency, and hold the Investor harmless from, all taxes, assessments, levies and other governmental charges imposed upon and payable by the Supplier, with such indemnity to extend to any loss, damage or expense incurred by the Investor as a result of tax liens for taxes payable by the Supplier or any other lien or claim being placed on Purchased Receivables purchased by the Investor, other than any lien or claim placed on any such Purchased Receivable as a result of any act of the Investor;
(d) notify the Investor Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto: (i) the occurrence of...
Supplier Covenants. (1) Supplier covenants and agrees that it shall be solely responsible for the control and management of its operations, employment practices and labour relations. For greater certainty, Supplier shall have the sole and exclusive control over its employees, employee relations policies and policies relating to wages, hours of work and working conditions, and the sole and exclusive right to hire, transfer, suspend, lay-off, recall, promote, assign, discipline and discharge its employees.
(2) Supplier covenants and agrees that it shall be solely responsible for the payment of all compensation, including wages, salary, benefits and expenses, to all of its employees and other persons rendering services to Supplier (including subcontractors retained by Supplier).
(3) Supplier covenants and agrees that it shall be solely responsible for the payment of all employer payroll, employer health, income, withholding and other taxes, including Canada Pension Plan, employment insurance, and workers’ compensation or workplace safety and insurance in respect of each of its employees and other persons rendering services to on behalf of Supplier in connection with the Goods and/or Services in each jurisdiction where the Goods and/or Services are performed.
(4) Supplier has registered, and covenants and agrees that it shall be solely responsible for registering, itself and all persons engaged for service by it under applicable workers’ compensation legislation and has paid and shall pay all applicable workers’ compensation premiums and maintain such registrations and workers’ compensation coverage throughout the Term in each jurisdiction where the Goods and/or Services are performed. Supplier further agrees to provide the College with evidence thereof in form satisfactory to the College upon request by the College from time to time.
(5) Supplier covenants and agrees that throughout the Term all persons engaged by it to perform the Goods and/or Services are and shall be at all times legally able to work in the jurisdiction in which the Goods and/or Services are performed in the specific occupation that such person performs. The College may at any time demand from Supplier, and Supplier agrees to provide to the College forthwith, a certification of compliance with applicable immigration and employment laws in such form as the College in its sole discretion may require.
(6) Supplier covenants and agrees not to permit any construction lien, claim for lien, or other lien to arise an...
Supplier Covenants. Supplier agrees to supply the Products and fulfill Distributor's written purchase orders for the Products in a timely manner, and in any event will use its best efforts to fill placed orders within a period of thirty days (30) days or less following the receipt of any written order.
Supplier Covenants. Supplier covenants that throughout the term of this Agreement: Supplier will deliver the Grid Services to Company free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person; Supplier has been authorized by each Participant, to act as an aggregator on behalf of such Participant and its contracted Resource(s); Supplier will not use, grant, pledge, assign or otherwise commit any Grid Service or portion thereof to any entity other than Company during the term of this Agreement, except that Supplier may pledge or assign its interest in this Agreement and the assets used in the GSDS to a lender providing financing for the GSDS, provided that Company consents to such financing under terms that provide protection to Company, which consent shall not be unreasonably withheld.
Supplier Covenants. 7.2.1 The Supplier shall:
(a) at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Contract;
Supplier Covenants. 17.1 Supplier shall provide the Services with promptness, diligence and in a professional manner, in accordance with the practices and professional standards used in well-managed operations performing services similar to the Services, and Supplier shall use adequate numbers of qualified individuals with suitable training, education, experience and skill to perform the Services; for clarity, nothing in this section diminishes Supplier’s obligations with respect to Service Levels;
17.2 Supplier will use its all reasonable efforts to use efficiently the resources or services necessary to provide the Services, and to perform the Services in the most cost efficient manner consistent with the required level of quality and performance;
17.3 Supplier shall comply with all Laws in its performance of the Services as well as obtain and keep current all Governmental Approvals and any necessary licenses, approvals, permits, certificates, inspections, consents and authorizations required by or from third parties to perform the Services.
17.4 Supplier shall not violate any Hawaiian Telcom policies of which the Supplier has been given notice regarding the offering of unlawful inducements in connection with the Agreement;
17.5 neither Supplier nor any Supplier Agents shall make any unauthorized representations on Hawaiian Telcom’s behalf or about Hawaiian Telcom, nor commit or bind Hawaiian Telcom other than as specifically authorized in writing;
17.6 none of the Services, Supplier deliverables or other materials provided to Hawaiian Telcom by Supplier (excluding Products) will infringe, violate, or misappropriate the proprietary rights of any third party, and Supplier shall promptly notify Hawaiian Telcom if
Supplier Covenants. You shall not during the Restricted Period in relation to any contract or arrangement which the Company or any Group Company has with any Supplier for the supply of goods or services to the Company and/or any Group Company;
Supplier Covenants. Supplier may share with Sientra information about any Supplier performed or sponsored in vitro studies, trials and assessments relating to the Products and shall notify Sientra of any actually known facts, circumstances or events that will result in the loss of Class III medical device status for the Breast Implant Products. For purposes of clarity, Supplier and its Affiliates have no right to conduct, and Supplier covenants that it and its Affiliates shall not conduct, any clinical trials or clinical studies on any Product; and (b) ***INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Supplier shall not make any material changes to the Manufacturing Specifications used to Manufacture any Product sold to Supplier under this Agreement without Sientra's prior written consent (which consent will not be unreasonably withheld, delayed or conditioned).
Supplier Covenants. SUPPLIER agrees to be supportive during WCU’s website development. It agrees to be forthcoming with the availability of product information, including; specifications, nutritional data, production schedules, quality features, packaging and shipping criteria.
