The Vendor shall. (i) procure that the written resignations of each of the directors of the AMC nominated by the Vendor take effect on the Completion Date, with acknowledgments signed by each of them in a form satisfactory to the Purchaser to the effect that he has no claim against the AMC for compensation, for the loss of office (whether contractual, statutory or otherwise), redundancy or otherwise except only for any accrued remuneration and reimbursable business expenses incurred down to the Completion Date;
(ii) procure that the appointment of the new directors of the AMC nominated by the Purchaser occurs with effect from the Completion Date;
(iii) procure that a list of statutory registers maintained by the AMC, indicating therein the location where they have been kept, is handed over;
(iv) execute the SPA Escrow Agreement and such other agreement as may be mutually agreed to give effect to the Transaction;
(v) issue the instruction to the Escrow Agent to release to the Vendor its proportionate share of interest accrued on the MOU Escrow Amount till the date of payment;
(vi) deliver signed irrevocable instructions directing the depository to transfer the Vendor's AMC Shares in to the depository account of the Purchaser; and
(vii) procure the delivery by the Trustee Shareholder to the nominee of the Purchaser, the Trustee Company Shares together with the share transfer forms executed by the Trustee Shareholders in favor of the Purchaser.
(viii) execute the Deed of Variation effective as of the Completion Date and such other documents as may be necessary to transfer the sponsorship and the trusteeship functions related to the Fund in favor of the appropriate Purchaser entities and take such actions as may be required for completing all formalities including providing an exit option to the existing unit holders of the Fund;
The Vendor shall. 1. Accept WIC Checks and/or CVBs only from authorized WIC participants, authorized representatives, and/or proxies whose name(s) and signature(s) appear on the front of the yellow WIC Participant Identification Folder (ID Folder). The vendor will compare the name(s) and signatures on each WIC Check/CVB with the ID Folder at each transaction. The signature on the WIC Check/CVB must be on the signature line on the front of the check in the lower right-hand corner and match the signature on the ID Folder of one of the persons authorized to sign WIC Checks or CVBs.
2. Provide all of the foods listed on the WIC Check in the prescribed types and quantities pre- printed on the WIC Check. The vendor shall not permit partial redemption of the WIC Check. No unauthorized food items, non-food items, cash, or credit (including rain checks) will be provided in exchange for WIC Checks or CVBs. The vendor will not provide refunds. The vendor must permit exchanges for authorized food items a WIC participant is exchanging only if the food item is defective, spoiled, or has exceeded its “sell by”, “best if used by”, or other date limiting the sale. In these cases, the food must be replaced with an identical authorized food item (the exact size and brand as the original authorized WIC food item). Exception: Recalled food items will be exchanged in accordance with manufacturer instructions.
3. Transact CVBs in exchange for authorized fresh or frozen fruits and vegetables exactly as pre-printed on the CVB. Vendors may redeem CVBs for the exact amount of the sale up to the face value of the CVB. Vendors must allow WIC participants, authorized representatives/proxies to purchase more than the face value using another form of tender or allow them to reduce the amount of the purchase.
4. Transact all WIC Checks and CVBs for authorized foods on the premises of the store authorized by this agreement. The vendor shall not accept and deposit WIC Checks or CVBs from another store or any individual not authorized to purchase the WIC approved foods for the participant(s) listed on the WIC Check or CVB.
5. Accept and process for payment by the Arkansas WIC Program only WIC Checks or CVBs issued by the Arkansas WIC Program. The Arkansas WIC Program will not pay checks issued by other states, territories or Indian Tribal Organizations (ITOs).
6. Offer WIC participants, authorized representatives, and/or proxies the same courtesies offered to other customers. WIC participants, authorized repr...
The Vendor shall. 4.1.1. (Personnel Training) ensure that it will make available as many of its personnel as required to receive the mandatory training from Foody in order for the Vendor to learn how to operate the Printer Machine, Portal and all such applicable devices and systems as may be provided by Foody as part of Foody’s vendor onboarding process;
The Vendor shall. Provide the AGENCY a copy of the Employer Identification Number document or Social Security card which was issued to the Vendor and which displays the number used by the IRS as the Vendor’s tax identification number.
The Vendor shall. (a) perform all of its obligations hereunder in a diligent, professional and efficient manner;
(b) apply, as a minimum, such quality assurance tests, inspections and controls as are normally applied by reputable contractors in providing similar Deliverables; and
(c) ensure that the Deliverables:
(i) are of proper quality, material and workmanship;
(ii) are in full conformity with and meet or exceed the Functional Specifications;
(iii) meet or exceed manufacturers’ performance or other specifications for components or computer programs incorporated in the Deliverables;
(iv) meet or exceed all other requirements of the Agreement; and
(v) are provided in accordance with the Implementation Schedule and meet any other application deadlines.
The Vendor shall. (a) comply with the Escrow Agreement;
(b) from time to time provide updated copies of the source code for the Licensed Computer Programs to the Escrow Agent; and
(c) provide source code for all Improvements to the Licensed Computer Programs to the Escrow Agent.
The Vendor shall. 6.3.1 ensure that, without the prior written consent of the Purchaser no Contract or commitment is entered into in relation to the Business which is likely to involve expenditure in excess of L.5,000 or result in any material change in the operations or activities of the Business;
6.3.2 take all reasonable steps to preserve and protect the Assets and notify the Purchaser in writing promptly of any adverse change therein (whether or not covered by insurance or other indemnity);
6.3.3 not knowingly do, allow or procure any act or omission which would constitute a breach of any of the Warranties if they were given at Completion or which would make any of the Warranties inaccurate or misleading if they were so given; and
6.3.4 not take any other action which is inconsistent with provisions of this Agreement or the consummation of the transaction contemplated hereunder.
The Vendor shall. (a) deliver to the Purchaser duly completed and signed transfers in favour of the Purchaser of the Shares, together with the relative share certificates;
(b) deliver to the Purchaser the resignation of the auditors of WCL confirming that they have no outstanding claims and containing a statement under CA s394 (1) that there are no such circumstances as are mentioned in that section;
(c) complete the US Switch Agreement;
(d) deliver to the Purchaser the duly executed assignments or novations of the WCL Contracts in the agreed form and a duly executed novation of the US leases to WCL in the agreed form;
(e) deliver to the Purchaser resignations, in the agreed form, of the outgoing directors and secretary as required by the Purchaser;
(f) deliver to the Purchaser the discharge of the Indebtedness in the agreed form; and
(g) deliver to the Purchaser the duly executed Tax Deed.
The Vendor shall. Prepare and deliver the meals, inclusive of milk, to the Porterville College Child Development Center, 000 X. Xxxxxxx Xxxxxx at Porterville College by 10:30 a.m. each week day in accordance with the number of meals requested and at the cost(s) per meal listed below: Breakfast: $1.60 Lunch: $2.75 Afternoon Snack: $0.75 The Agency receives specific per-child funding from the government for each meal and snack. Government funding rates for meal and snack provisions may change over time, either up or down. At the time of such changes, the Vendor pricing to the Agency, will be adjusted accordingly through mutual agreement between the Vendor and the Agency.
The Vendor shall. (1) not without the prior written consent of ISCA copy, reproduce, distribute, disclose, or allow access to any Confidential Information to any person, other than those employees who are directly concerned with fulfilling the Limited Purpose (subject to compliance with Clause 3) and purely on a “need to know” basis in furtherance of the Limited Purpose (“Authorised Employees”), and shall not use any Confidential Information for any purpose other than the Limited Purpose;
(2) keep all materials and media containing Confidential Information in secure premises which are in the exclusive possession and control of the Vendor and with access restricted to Authorised Employees only (“Controlled Premises”);
(3) not store any Confidential Information in any externally accessible computer, server or media, or remove or transmit it outside the Controlled Premises;
(4) keep a written record of all copies or reproductions of any Confidential Information specifying when and by whom they were taken and to whom they have been sent (where applicable); and
(5) exercise, in relation to the Confidential Information, no lesser security measures and degree of care than those which the Vendor applies to its own confidential information (and which the Vendor warrants as providing adequate protection against any unauthorised disclosure, copying, or use).
