Supplier Covenants Clause Samples

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. 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. The Supplier shall: 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; obtain, and maintain throughout the duration of this Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services recommended or otherwise specified by the Supplier for use by the Authority in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or Services to meet the requirements of the Authority; the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Authority); the Services are fully compatible with any Authority Property or Authority Assets used by the Supplier in connection with this Contract; minimise any disruption to the Sites and/or the operations of the Authority when providing the Services; ensure that any Documentation and training provided by the Supplier to the Authority are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Authority and/or to any Replacement Supplier; assign to the Authority, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Authority, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Authority may notify from time to time to the Supplier; provide the Authority with such assistance as the Authority may reasonably require during the Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Authority or otherwise brings the Authority into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Auth...

Supplier Covenants. The Supplier hereby covenants and agrees that: (a) Supplier shall use the System solely to settle genuine and lawful commercial trade transactions, arising in the ordinary course of business, for the sale and purchase of goods or services between Supplier and Buyers. Supplier shall not use the System for investment or arbitrage purposes, or for any money laundering purpose, or in contravention of any law or regulation. (b) Supplier shall comply with all relevant laws and regulations applicable to this Agreement, the Receivables and transactions conducted using the System including, without limitation, all applicable export control laws, and shall keep its state or other place of incorporation and the office where it keeps its records concerning the Receivables at the address set forth in Section 6.9. Supplier shall timely and fully perform and comply with all material provisions required to be observed by it under the contracts related to the Receivables and promptly inform Citibank of any breach or default by Supplier or any Buyer of any of the terms thereof. (c) The Supplier shall not (i) sell or otherwise dispose of or permit any encumbrance on the Receivables other than Citibank’s interest therein, (ii) amend or extend the payment terms of any purchased Receivable or (iii) take or omit any action that might in any way prejudice or limit Citibank’s rights with respect to any Receivable or this Agreement. (d) The Supplier shall maintain and implement administrative and operating procedures, and keep and maintain all documents, books, records and other information reasonably necessary for the collection of all Receivables, and with respect to compliance of the underlying commercial transactions with applicable law. Supplier shall retain each record required to be maintained under this Section 5.3(d) during the term of this Agreement plus seven (7) years and, if applicable, for such longer period as may be required by law. Supplier shall make such procedures, documents, books, records and other information available to Citibank and its agents, representatives and relevant authorities upon request, and shall allow copies or extracts thereof to be made, as Citibank deems necessary. All information provided by Supplier to Citibank from time to time in connection with this Agreement shall be true and accurate in all material respects, and Citibank is hereby authorized from time to time to verify information about Supplier. (e) The Supplier will (i) ▇▇▇▇ its co...

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. 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 commercially 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 becomes aware of any claim, pending or threatened, or any fact upon which a claim could be made, that the Services, Supplier deliverables or other materials provided to Hawaiian Telcom by Supplier may infringe upon the proprietary rights of any third party; 17.7 any deliverables provided to Hawaiian Telcom by Supplier (excluding Products) shall be free from defects in materials, design, and workmanship, and in conformance with any applicable documentation, manuals, specifications or requirements and shall be free and clear of any liens, claims, charges, debts or other encumbrances, and Supplier shall promptly take commercially reasonable actions necessary to cause any deliverables comply with the foregoing in the event such deliverables do not so comply ...

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 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.