XXX Obligations. XXX shall:
3.1 Designate one of its employees to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “XXX Contract Manager”), with such designation to remain in force unless and until a successor XXX Contract Manager is appointed.
3.2 Require that the XXX Contract Manager respond promptly to any reasonable requests from TAI for instructions, information, or approvals required by TAI to provide the Services.
3.3 Cooperate with TAI in its performance of the Services and provide reasonable access to SAM’s premises, employees, contractors, and equipment as required to enable TAI to provide the Services.
3.4 Take all steps necessary, including obtaining any required licenses or consents, to prevent XXX-caused delays in TAI’s provision of the Services.
XXX Obligations. XXX will be solely responsible for all amounts owed to Third Parties after the Effective Date pursuant to any future license or technology acquisition agreement under which XXX obtains rights to Third Party Patents or Information related to the Development and Commercialization of the Licensed Product by XXX, its Affiliates and their respective sublicensees.
XXX Obligations. (a) Participant acknowledges that the Company has not advised Participant regarding Participant’s income tax liability in connection with the grant, receipt or vesting of the Shares. Participant has reviewed with Participant’s own tax advisors the Federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that Participant (and not the Company) will be responsible for Participant’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.
(b) Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Award (the “Required Tax Payments”). If Participant shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to Participant.
(c) Participant may elect to satisfy Participant’s obligation to advance the Required Tax Payments by any of the following means: (i) a cash payment to the Company; (ii) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; (iii) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered to Participant having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments or (iv) any combination of (i), (ii) and (iii). Shares of Common Stock to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a share of Common Stock which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by Participant. No certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full.
XXX Obligations. Subject to the terms and conditions of this Agreement, MTF will, during the Matrix III Development Term, use Reasonable Commercial Efforts to develop the Matrix III in a good scientific manner in accordance with applicable Law and the Matrix III Development Plan so as to meet the Matrix III Development Milestones, including, without limitation, so that the Matrix III meets the Matrix III Specifications and conforms to and complies with applicable Law. In addition, MTF will, during the Matrix III Development Term, provide consulting, medical and/or other expertise within the capability of MTF, as reasonably necessary and appropriate, in support of Orthofix’s obligations under this ARTICLE VI-B.
XXX Obligations. Employee understands and agrees that Employee is solely responsible for all of Employee’s tax obligations, including all reporting and payment obligations, that may arise as a consequence of this Agreement, and the Severance Payment, and agrees that Employee will indemnify and hold harmless Employer and any related entity or individual harmless from any penalties that may arise from his obligation to make these payments.
XXX Obligations. In additional to its obligations under the License Agreement, XX.xxx:
(a) shall provide all day-to-day management and oversight of the Site, and display approved materials related to Services under this Agreement;
(b) shall not change, modify, supplement or remove from the Site any Licensed Property related to Services performed under this Agreement without the prior written approval of WWI , which such approved changes, modifications or supplements shall constitute "Derivative Works" for all purposes under the License Agreement; and
(c) shall comply at all times with all statutes, laws, rules, directives, regulations and sound industry practice pertaining to the operation of the Site, including without limitation any of the foregoing with respect to export controls and data privacy, and shall obtain all necessary third-party consents and approvals.
XXX Obligations. (a) XXX shall provide funding in the amount of $1 million, subject to Grantee’s satisfaction of the requirements in Sections 7.0(c) and 7.0(d). The XXX is not obligated to make payment until such time as Grantee has certified in writing (due on or before December 31, 2014), confirmed by agreed upon procedures in accordance with Section 7.0(k), that such grant requirements have been met, but in no event must XXX contribute before October 15, 2014.
(b) XXX shall provide additional funding in the amount of $1 million, subject to Grantee’s satisfaction of the requirements in Sections 7.0(e) and 7.0(f). The XXX is not obligated to make payment until such time as Grantee has certified in writing (due on or before May 1, 2015), confirmed by agreed upon procedures in accordance with Section 7.0(k), that such grant requirements have been met, but in no event must XXX contribute before May 30, 2015.
(c) XXX shall provide a format for all required reports, and assist the Grantee in completing reports satisfactory to the XXX.
(d) XXX funding obligations are conditioned upon XXX receiving annual funding in 2014 and 2015 pursuant to Mosaic Agreement. The XXX funding obligations are further conditioned upon satisfactory findings/results of “Agreed Upon Procedures” with respect to all prior Grant awards, to be determined in the sole and absolute discretion of the XXX.
(e) The Agreement Administrator, or his appointed designee or successor, may review the progress of this project with the assistance of legal counsel for the purpose of reporting back to the XXX Board.
(f) Neither the XXX nor any person acting on its behalf shall retain or share any intellectual property or proprietary information in the course of this Agreement.
XXX Obligations. (a) In order to enable Rite Aid to lawfully provide the Pharmacy Services, xxxxxxxxx.xxx agrees: (i) to obtain and/or maintain all licenses necessary to allow it to accept orders from customers for Pharmaceutical Products; (ii) to perform all actions necessary to authenticate the prescription for such Pharmaceutical Products, (iii) to transmit to Rite Aid all information with respect to a Serviced Order necessary to enable Rite Aid lawfully to fill such Serviced Order; (iv) to disclose to customers placing orders on the xxxxxxxxx.xxx Site that the prescription will be filled by Rite Aid and (v) to take such other actions as may be reasonably requested by Rite Aid in order to facilitate the servicing of customer orders and compliance with applicable law. Rite Aid shall not be obligated to provide Pharmacy Services with respect to any Serviced Order to the extent that xxxxxxxxx.xxx has failed to comply with its obligations pursuant to this Section 4.2(a).
(b) xxxxxxxxx.xxx shall be solely responsible for (i) the charging and collection of the payment from the customer for the Serviced Order (except as set forth in Section 4.1(b) (iv) hereof) and of any and all fees for shipping of Pharmaceutical Products to its customers, and (ii) with the exception of necessary customer service to be performed by Rite Aid in connection with the filling of Serviced Orders, all customer service functions with respect to xxxxxxxxx.xxx customers, including, without limitation, communication with the customer as necessary in the event that the adjudication performed by Rite Aid results in Rite Aid’s inability to fill the Serviced Order.
(c) xxxxxxxxx.xxx will provide, at no cost to Rite Aid, space within the xxxxxxxxx.xxx Facility as necessary for the operation of the Rite Aid Pharmacy. xxxxxxxxx.xxx shall also, at no cost to Rite Aid, supply the Rite Aid Pharmacy with Pharmaceutical Products from the inventory of xxxxxxxxx.xxx to fill Serviced Orders and, as necessary for the performance of Pharmacy Services by the Rite Aid Pharmacy, access to and use of pharmacy equipment, pharmacy supplies and communications equipment.
XXX Obligations. The Optionee acknowledges that, regardless of any action taken by the Company and/or any Subsidiary or Affiliate (collectively, the “Company”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”) is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company. The Optionee further acknowledges that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, without limitation, the grant, vesting or exercise of this Option, the issuance of Shares upon exercise of this Option, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Optionee is subject to Tax-Related Items in more than one jurisdiction, the Optionee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company or its agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by either or both of the following: -3- 1.withholding from proceeds of the sale of Exercised Shares acquired upon exercise, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent); or 2.withholding in Exercised Shares to be issued upon exercise of this Option. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is...
XXX Obligations. Payment in settlement of RSUs issued pursuant to this Award is conditioned upon satisfaction of any and all tax withholding obligation imposed on the Company. With respect to any required tax withholding obligation, the Company will withhold from the amount payable pursuant to this Award the amount of such obligation. In the event that the Company subsequently determines that the amount withheld by the Company or submitted by the Awardee as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then the Awardee shall pay to the Company, immediately upon the Company's request, the amount of that deficiency in cash.
