The Company’s Responsibilities. Section (4)(b)(v) of the Agreement is hereby amended and restated in its entirety to read as follows:
The Company’s Responsibilities. (a) The Company will provide S&S with access to the directors, officers and key employees and any other corporate information of the Company as S&S may reasonably request, including all information (financial or otherwise), data, opinions, appraisals, valuations, other information and materials relating to the Company that is relevant to the Offering. The Company will ensure that all information concerning the Company provided to S&S by the Company and its directors, officers, employees, agents and advisors in any form will be accurate and complete in all material respects, and will not be misleading in any material respect. S&S may rely on such information without verification. S&S shall not be required to physically inspect any assets or to prepare or obtain any independent evaluation or appraisal of any of the assets or liabilities of the Company or to make any determination as to the solvency Xx. Xxxxxxxx X. Mullins February 22, 2012 of any party. S&S shall be entitled to assume that any projections prepared by the Company have been reasonably prepared and reflect the best currently available estimates and judgments of the party preparing or providing such projections.
(b) The Company further acknowledges that it will ensure that all information concerning the Company to be provided to S&S, directly or indirectly, orally or in writing, by the Company and its directors, officers, employees, agents and advisors will be accurate and complete in all material respects, and will not be misleading in any material respect S&S will be entitled to rely on, and will be under no obligation to verify, the accuracy or completeness of such information.
(c) The Company agrees to notify S&S promptly in writing of any material change, actual or contemplated, relating to the Company’s business, operations, affairs, condition (financial or otherwise) or prospects, which would render untrue any statement of material fact made to S&S or material information furnished to S&S, or which would constitute an omission to state a material fact necessary to make any statement of material fact made to S&S or material information furnished to S&S not misleading in light of the circumstances in which it was made or furnished.
(d) The Company acknowledges that in carrying out S&S’s services hereunder, S&S will be relying on information prepared and supplied by the Company, its directors, officers, employees, agents and advisors Subject to the exercise of S&S’s professional judgment, S&...
The Company’s Responsibilities. 6.1 The Company shall:
6.1.1 use its reasonable endeavours to promote the resale of Goods and Services to Customers
6.1.2 conform and adhere to the manual for the soliciting and processing of orders from Customers;
6.1.3 comply with the rules of the Mobile Communications Crime Prevention Scheme established by the Federation of Communication Services Limited as amended from time to time. These rules can be found in the Manual;
6.1.4 inform OpenAir of any changes in the ownership or organization of the Company or in the Company's methods of doing business which might affect the performance of or financial ability to comply with the Company's obligations under this Agreement;
6.1.5 comply with all applicable laws and regulations concerning the marketing and sales of Goods and Services to the Customers;
6.1.6 maintain appropriate, full, proper and up-to-date records relating to the operation of this Agreement and details of customers with a suitable quality management systems to demonstrate proper control of its activities in the provision of services to Customers.
6.1.7 ensure that its employees posses the necessary skills, experience and qualifications to ensure that the Company complies with its obligations under this Agreement;
6.1.8 submit any reports reasonably requested by OpenAir in a timely manner; and
6.1.9 co-operate full with OpenAir to resolve any complaints from Customers and afford customers the opportunity to resolve complaints
6.1.10 not use the Services for any immoral or illegal purposes
6.1. 11not to act or omit to act in a way which will or may injure or damage any persons (whether or not employees agents or representatives of OpenAir or the Network Provider) or any property involved in the provision of the Services or in any way cause the quality of the Services to be impaired
The Company’s Responsibilities. 1. The Company shall withhold from the Termination Payment all state, federal or other taxes, as well as any other authorized deductions.
2. You are qualified to continue your group-medical and dental benefits for eighteen (18) months from the Termination Date at your own expense pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). If you elect to obtain such COBRA coverage, you will pay the full amount of the premiums which are chargeable for such COBRA coverage. All other benefits will cease as of the Termination Date.
3. On the Effective Date, the Company shall issue to you 5,000,000 shares (the “Shares”) of common stock of the Company. The Shares shall have the status of “restricted” securities as the term is defined by Rule 144 under the Securities Act of 1933, as amended.
4. You and the Company will enter into a Consulting Agreement in the form attached hereto as Exhibit A, which shall become effective concurrently with the Effective Date.
5. You and the Company agree, covenant and represent that you shall not be eligible for, or entitled to receive, any severance benefits, stock, stock options, or any other benefits other than those specifically identified in this Letter Agreement.
The Company’s Responsibilities. 3.1 The Company shall use reasonable endeavours to provide the Works and deliver the Work Product to the Client in accordance with the relevant Statement of Work in all material respects.
3.2 The Company shall use reasonable endeavours to meet any performance dates specified in a Statement of Work but any such dates shall be estimates only and time for performance by the Company shall not be of the essence of this Agreement.
3.3 Should the Company be required, during the performance of its obligations under a Statement of Work, to incur any additional costs, including but not limited to travel expenses, software or content license fees, talent fees, fees relating to the use of audiovisual recording studios and equipment (Additional Service Costs), the Company shall obtain the Client’s prior written approval before incurring such Additional Service Costs (such approval not to be unreasonably refused, withheld, delayed or made conditional). Provided that approval is given, the Client shall directly pay such Additional Service Costs or, reimburse the Company for the Additional Service Costs, as instructed by the Company. The Company shall not, under any circumstance, be held in breach of its obligations to meet the scheduled delivery dates specified in a Statement of Work where the Company’s failure to meet a scheduled delivery date is attributable to a failure by the Client to pay for the Additional Service Costs. RC (UK)-Template_MSA (v.06.05.22)
3.4 The Company shall appoint a manager in respect of the Works to be performed under each Statement of Work, such person being identified in the Statement of Work or otherwise confirmed/notified in writing by the Company. That person shall have authority to contractually bind the Company on all immaterial matters relating to the relevant Works (but for all material changes, including by signing Change Authorisation, the person will need the express written approval from at least one duly appointed director of the Company). The Company may replace that person from time to time where reasonably necessary in the interests of the Company's business.
The Company’s Responsibilities. (a) Other Support Agreement. The Company represents and warrants that it has entered into (or concurrently herewith is entering into) binding restructuring agreements, plan support or lock-up agreements consistent in all material respects with the terms and provisions of this Agreement and the Plan (collectively, the “Other Support Agreements”) with Xxxx X. Xxxxx, Charter Investment, Inc. and CCI and with other Consenting Holders (each, an “Other Support Agreement Party”, and collectively, the “Other Support Agreement Parties”) pursuant to which, except as previously disclosed to the Undersigned Holder in writing, each Other Support Party has agreed to be bound to the Other Support Agreements which are substantially similar to this Agreement, including without limitation, to be bound by the substantially similar provisions set forth in Section 3(a), (b), (c), (d) and (e) above and Section 8 below.
(b) Implementation of Plan. The Company shall use its commercially reasonable best efforts to:
i. effectuate and consummate the Restructuring on the terms described in the Term Sheet and the Plan;
ii. commence the Chapter 11 Cases on or before April 1, 2009;
iii. file the Plan and Disclosure Statement, consistent with the terms of the Term Sheet and reasonably acceptable to the Requisite Holders, and implement all steps necessary and desirable to obtain from the Bankruptcy Court an order confirming the Disclosure Statement (the “Disclosure Statement Order”), which Disclosure Statement Order shall be entered by the Bankruptcy Court no later than on or before the 50th day following the Petition Date;
iv. implement all steps necessary and desirable to obtain from the Bankruptcy Court an order confirming the Plan, which order shall be in form and substance consistent with the Term Sheet and reasonably acceptable to the Requisite Holders (the “Confirmation Order”), which Confirmation Order shall be entered by the Bankruptcy Court no later than on or before the 130th day following the Petition Date;
v. cause the Effective Date of the Plan to occur no later than on or before the 150th day following the Petition Date; provided, that if consents, approvals or waivers required to be obtained from governmental authorities in connection with the Plan with respect to Franchises, licenses and permits covering areas serving at least 80% of the basic subscribers have not been obtained on or before the 150th day following the Petition Date, then cause the Effective Date of the Pl...
The Company’s Responsibilities. 5.2.1 The Company takes responsibility to open trading accounts for Clients attracted by the Partner at the Company on a common basis under the Client Agreement, with special conditons set forth in this Agreement.
5.2.2 The Company takes responsibility to keep the Partner informed of all amendments to the Partner Agreement by means of the Company’s xxx.xxxxxxxx.xx
5.2.3 The Company takes responsibility to pay the Partner a partner commission in the order set forth thereby.
The Company’s Responsibilities. The Company agrees to adhere to and is bound by the terms of the Original Agreement, except as specifically modified by this Tax Rebate Agreement.
The Company’s Responsibilities. (a) The Company shall perform the Services described in Exhibit A attached hereto for Customers who contact the Company through the Application and in accordance with the applicable service contract. All Service Attempts shall be performed on-line. Prior to any Service Attempt, the Company shall verify that the Customer is eligible for Service. Sears shall not be responsible for any Service Attempt performed on an ineligible Customer.
(b) The Company shall have sole responsibility for the content of the Application. The Company shall maintain and operate the Application in accordance with industry standards for similar sites and in accordance with the service levels set forth in Exhibit D attached hereto. Sears shall have the right to approve the Application prior to its first use or prior to any material modification, addition or enhancement to the Application. If at any time Sears determines in its sole and absolute discretion that any modification, addition or enhancement to the Application implemented by the Company without Sears express written approval shall have an adverse effect on Sears image, reputation or competitive position, it may immediately revoke the limited license granted in Section 3(c) and it may immediately terminate this Agreement. Except as set forth in Section 4(c), the Company shall use all commercially reasonable efforts to make any other modification, addition or enhancement to the Application requested by Sears from time to time. Sears acknowledges that the Application that has been previously reviewed by Sears is acceptable for use during the Pilot Period (as such term is defined below).
(c) The Company shall use its best efforts to make any modification, addition or enhancement to the Application requested by Sears from time to time in order to meet the service levels described in Exhibit D. The previous sentence notwithstanding, in the event that the Company materially fails to meet any service level described on Exhibit D for seven (7) consecutive days after formal written notice by Sears, Sears may immediately terminate this Agreement, provided that Sears provides reasonably accurate forecasts of the actual numbers of users of the Services and the usage incident rate. Where there is a material difference between the forecasted number of users or the usage incident rate and the actual number of users or the usage incident rate, the Company will have thirty (30) days after formal notification by Sears of such change in which...
The Company’s Responsibilities. The Company shall provide Invictus with all information relevant to the Services and any reasonable assistance as may be required to properly perform the Services. The Company represents and warrants to Invictus that all such information will be accurate and complete in all material respects. The overall definition and scope of the work to be performed, and its adequacy in addressing the Company's needs, is the Company's responsibility. The Company shall perform all management functions and make all management decisions in connection with the Services, and shall assign competent individuals to oversee the Services. The Company is also responsible for the implementation of actions identified in the course of this engagement as well as the results achieved from using any output from the Services and Deliverables (as defined below). Project outputs, as applicable, will be provided in a MS Office (Word, Excel, PowerPoint, Outlook), PDF, or other format as applicable (the "Deliverables") and as requested by the Company. It is noted that the Company is an SEC registrant (currently trading on the OTC with intent to be listed on the Canadian Stock Exchange) and that all quarterly and annual filings shall be prepared in accordance with SEC/exchange requirements, whereby Invictus and the Company shall work together to ensure all financial-related filings are completed within the deadlines of the applicable exchange(s)/regulators.
