Tedc Obligations Sample Clauses

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Tedc Obligations 

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• Specific Obligations The HSP: will provide to the Funder, or to such other entity as the Funder may direct, in the form and within the time specified by the Funder, the Reports, other than personal health information as defined in the Enabling Legislation, that the Funder requires for the purposes of exercising its powers and duties under this Agreement, the Accountability Agreement, the Enabling Legislation or for the purposes that are prescribed under any Applicable Law; will fulfil the specific reporting requirements set out in Schedule B; will ensure that every Report is complete, accurate, signed on behalf of the HSP by an authorized signing officer where required and provided in a timely manner and in a form satisfactory to the Funder; agrees that every Report submitted to the Funder by or on behalf of the HSP, will be deemed to have been authorized by the HSP for submission. For certainty, nothing in this section 8.1 or in this Agreement restricts or otherwise limits the Funder’s right to access or to require access to personal health information as defined in the Enabling Legislation, in accordance with Applicable Law for purposes of carrying out the Funder’s statutory objects to achieve the purposes of the Enabling Legislation.

• Exit Obligations Upon (a) voluntary or involuntary termination of the Executive’s employment or (b) the Company’s request at any time during the Executive’s employment, the Executive shall (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, email messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives, and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with the Executive’s employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations, and media in the Executive’s possession or control.

• Client Obligations 3.1 The Client warrants and represents that: 3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services; 3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services; 3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading; 3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services; 3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises; 3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur; 3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and 3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start. 3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

• Reimbursement Obligations Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket and allocated internal legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All reasonable legal, accounting and consulting fees shall be charged to Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is determined that (i) a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid and (ii) a lower Applicable Margin should have applied to a period than was actually applied, then, neither Agent nor any Lender shall have any obligation to repay any interest or fees to Borrowers; provided, if, no Event of Default exists, the amount equal to the difference between the amount of interest and fees actually paid and the amount of interest and fees that would have accrued using the proper Applicable Margin shall be credited in a manner reasonably acceptable to Agent against interest and fees payable hereunder in the next succeeding period; provided, further, if as a result of any restatement or other event a proper calculation of the Applicable Margin would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrowers pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees paid for all such periods. All amounts payable by Borrowers under this Section shall be due on demand.

• Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.

• Obligation to Cash Collateralize At any time there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the L/C Issuer (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

• Recipient Obligations 2.1 The Recipient agrees to support the Project in accordance with this Agreement. 2.2 In supporting the Project, the Recipient must: (a) exercise reasonable diligence, care and skill; (b) administer the Funding in accordance with the Agreement to support the Fellow to complete the Project; (c) not replace the Fellow named in the Application with another person; (d) complete the Project Deliverables by the relevant Deliverable due dates. This includes the provision of the required Reports, Financial Acquittal Statements and valid tax invoices; (e) ensure that the Fellow completes the Project Milestones annually; (f) ensure it makes the Recipient Contribution to the Project as per the Application and summarised in Item 11 of Schedule 1; (g) ensure the Partners provide the Partner Contributions to the Project as per the Application and summarised in Item 12 of Schedule 1; (h) ensure that the Project expenditure is managed in accordance with the project expenditure table in the Application; (i) notify the Department within 20 Business Days of any matter that may affect the Fellow or Recipient’s eligibility for funding under the Guidelines, including but not limited to: (i) the Fellow ceasing employment with the Recipient; (ii) the Fellow moving residence to outside of Queensland; (iii) the Fellow travelling outside of Queensland for more than six weeks; (iv) the Fellow taking extended leave or being unable to undertake the Project for an extended period; (v) the Fellow changing the proportion of their time committed to the Project; (vi) the Recipient Contributions or Partner Contributions changing; (vii) the Project Partner organisations changing; and (viii) the Project expenditure changing. (j) ensure that (where relevant): (i) the Project complies with National Health and Medical Research Council Guidelines; (ii) the Project complies with the Code of Ethical Practice for Biotechnology in Queensland; (iii) the Project is cleared by all relevant ethical committees prescribed by the Recipient organisation’s research rules; and (iv) evidence of compliance with this clause is provided, if requested by the Department; (k) not assign, transfer or subcontract its obligations, without prior written consent of the Department; (l) notify the Department of any breach of these terms or any matter that may affect the performance of the Agreement; and (m) comply with all relevant laws.

• The Reimbursement Obligations Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 12:00 Noon (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below.

• Unpaid Reimbursement Obligation Any Reimbursement Obligation for which the applicable Borrower does not reimburse the Administrative Agent and the Lenders on the date specified in, and in accordance with, §4.

• Reimbursement Obligation of the Borrowers In the event of any drawing under any Letter of Credit, the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.