The Parties Obligations. The Parties agree that the Confidential Information is to be considered confidential and proprietary and shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with each other. The Parties agree to take reasonable precautions necessary to safeguard the Confidential Information from disclosure to anyone other than the appropriate employees, officers, directors and representatives, including, without limitation, auditors and legal representatives, of the parties who have a need to have access to the Confidential Information. Unless required by legal or regulatory process, the Parties will not disclose, publish or otherwise reveal any of the Confidential Information received from each other to any third party whatsoever except with the specific prior written authorisation of the other party. Confidential Information furnished in tangible form shall not be duplicated by either party except for purposes of this Agreement. Provided no transaction is concluded which utilises the Confidential Information, upon the request of either party, the other party shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request.
The Parties Obligations. 4.1 CAT agrees to provide the Services specified in Schedule 2 of this Agreement (Service Objectives and Specifications).
4.2 The Council agrees to make the grant payment specified in paragraph 3.1 of Schedule 3.
The Parties Obligations. 5.1 The Supplier shall provide the Services in accordance with the terms of this Agreement and the Services will be performed:
5.1.1 with all due skill, care and diligence;
5.1.2 in compliance with the Service Levels and Good Industry Practice; and
5.1.3 so as to conform with all Applicable Law relating to the provision of the Services.
5.2 The Supplier will not be liable under this clause 5 or be required to remedy any problem arising from or caused by the Customer’s use of the Services in a manner other than in accordance with this Agreement or as directed by the Supplier.
5.3 The Supplier does not warrant, guarantee, or represent that the Services will be continuously available or free from errors and interruptions and the Supplier may be dependent upon Third-Party Suppliers when providing the Service.
5.4 Notwithstanding any other provisions of this Agreement but subject to clause 10.2, the Supplier shall not be liable to the Customer in contract, tort (including negligence) or otherwise for the actions of any Third-Party Supplier that affect or otherwise impact upon the provision of the Services.
5.5 The Customer shall be responsible for the safe keeping and proper use of the Services and Equipment and the Customer undertakes in particular:
5.5.1 to use the Services in accordance with the terms of this Agreement, manufacturers recommendations and any reasonable operating instructions as may be notified to the Customer by the Supplier from time to time;
5.5.2 to comply with Applicable Law and Good Industry Practice;
5.5.3 not to use the Services fraudulently or in connection with a criminal offence or in any way that is unlawful;
5.5.4 at its own expense, obtain all relevant licences, permissions, authorisations, registrations and approvals required in connection with or necessary for the use of the Services from the appropriate legislative, regulatory or advisory body and shall provide copies of the same upon reasonable request.
5.6 The Customer acknowledges and agrees that it is the sole responsibility of the Customer to set up and maintain appropriate security measures for use of the Services and/or Equipment, including but not limited to:
5.6.1 protecting all passwords and mitigating exposure to any suspected or known security breach by resetting passwords, requesting that accounts are disabled and reporting incidents to the Supplier;
5.6.2 maintaining security and confidentiality of authentication details for online service portals and other servi...
The Parties Obligations. 3.1 This paragraph 3 is supplemental to clause 5 of the General Conditions. It does not supersede it unless expressly stated.
3.2 The Supplier warrants that it:
The Parties Obligations. 6.1 The supplier’s obligations
The Parties Obligations. Each Party shall use its good faith efforts to eliminate any concern on the part of any court or government authority regarding the legality of the proposed transaction, including, if required by federal or state antitrust authorities, promptly taking all steps to secure government antitrust clearance, including, without limitation, cooperating in good faith with any government investigation including the prompt production of documents and information demanded by a second request for documents and of witnesses if requested.
The Parties Obligations. The Client will provide the Supplier, free of charge, with all information, materials, documentation, reasonably requested by the Supplier to allow the Supplier to provide the Services and the Deliverables. The Client will ensure that its staff, contractors and other suppliers co-operate fully with the Supplier and meet pre-agreed timetables for deliveries, on-site activities and all services falling within the Client’s remit and thereby cause no delay in the provision of Services and Deliverables by the Supplier. Where the Supplier needs the Client to provide information or to take a decision, the Client will do so promptly and so as not to delay the provision of Services and Deliverables by the Supplier. Any delay falling within the terms of this Clause 6.1 shall be notified to the Client by the Supplier in writing immediately the Supplier becomes aware of it along with a reasonable forecast of the effects of the delay on the scheduled provision of Services and the Deliverables. Where the forecast delay is longer than the elapsed time of the original delay, the reasons for this shall be given in the notification by the Supplier. The Supplier’s obligations in respect of Services or the Deliverables shall be deemed to be modified in accordance with the notified forecast effects of the delay but only to that extent.
The Parties Obligations a) The bureau agrees to provide the services specified in Part 2 of this agreement (Service Objectives and Specifications).
b) The council agree to make the grant payments specified in Part 3 of this agreement (Financial and resourcing arrangements).
The Parties Obligations. 7.1 Doka’s obligations
The Parties Obligations. During the Term, the Company shall: (i) on a timely basis, comply with any reasonable instructions provided by American Agriculture that are necessary for American Agriculture to adequately provide the Shared Services; (ii) comply with all standards and procedures applicable to such Shared Service which are in the manner generally applied by American Agriculture in its business; (iii) promptly report to American Agriculture any operational or system problem affecting, the provision of any Shared Services to the Company; and (iv) assist and provide all factual information reasonably required by American Agriculture to allow the provision of the Shared Services. Notwithstanding the foregoing, any failure by the Company to perform any of the foregoing shall not alter or diminish American Agriculture’s obligations to provide the Shared Services on the terms set forth herein, except where the failure to so perform has delayed or materially increased American Agriculture’s cost or burden to provide such Shared Service, or where such failure prevents the provision of the Shared Service in substantially the same manner as previously provided. During the Term , American Agriculture shall, on a timely basis, provide the Shared Services and comply with any reasonable instructions provided by the Company that are necessary for the Company to meet its obligations to third parties, including the timely filing of reports with the Securities and Exchange Commission, the New York Stock Exchange and any other regulatory agency.
