Xxxxxxxx’x Obligations. 6.1 Nothing in these terms and conditions or the Agreement shall prevent Xxxxxxxx from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.
6.2 Xxxxxxxx warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
Xxxxxxxx’x Obligations. In the event an offer of employment is extended by the Buyers to and accepted by an employee of the Sellers pursuant to Section 4(c) and such subsequent employment by the Buyers is terminated within sixty (60) days from the Closing Date, the Sellers shall be responsible for, and shall pay to such accepting employee, all severance benefits (if any, pursuant to the Sellers' practices as in effect on the Closing Date) that may be due and owing such employee by reason of his or her employment with either the Sellers or the Buyers.
Xxxxxxxx’x Obligations. Digit Numbers. The FCC requires VRS providers to offer functionally equivalent 10-digit telephone numbers. You must have a 10-digit number to make or receive calls using the Hardware and Software, with the exception of 911 emergency calls. To register for a 10-digit number from Xxxxxxxx, you must have a hearing or speech disability, you must need VRS to be able to communicate with other people, and you must know how to communicate in American Sign Language.
Xxxxxxxx’x Obligations. Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to this Section 9 (other than the Vested Rights) shall be conditioned upon the following: (1) Employee delivering to the Company an effective, irrevocable general release of claims in favor of the Company and any successor thereto, in substantially the form attached to this Agreement as Exhibit C (the “Release”) within sixty (60) days following Employee’s Separation from Service; (2) Employee’s continued compliance with the Confidentiality Agreement (including the one-year post-termination non-competition and non-solicit clauses contained therein); and (3) compliance with all other post-termination obligations contained in this Agreement and the Confidentiality Agreement.
Xxxxxxxx’x Obligations. XXXXXXXX agrees as follows:
A. To act as the lead agency to administer the design and construction of the PROJECT. Administration shall include preparation of specifications, contract documents and cost estimate; notification of local business; coordination with various agencies; preparation of all necessary environmental documents; obtaining permits; obtaining bids; awarding the construction agreement; administering the construction agreement; providing materials control and inspection services; and making progress payments to the Contractor.
B. To provide LOS GATOS with a copy of the final Project 22-BB specifications and Contract Documents for the PROJECT.
C. To pay for 50% of the Construction Cost which is considered to be XXXXXXXX’x share of the PROJECT. The Construction Cost is defined as the actual amount paid to the construction contractor under the construction agreement administered by XXXXXXXX for the work described in this Agreement (“Construction Cost”). XXXXXXXX shall pay the construction contractor for the full amount of the Construction Cost under XXXXXXXX’x construction agreement with the construction contractor, and then be reimbursed by LOS GATOS for LOS GATOS’ share of the PROJECT.
D. Any changes to the scope of work proposed by XXXXXXXX or LOS GATOS that may increase the Construction Cost and each Party’s share beyond the amounts set forth in this Agreement shall be agreed in writing by both XXXXXXXX or LOS GATOS prior to XXXXXXXX authorizing its construction contractor to perform the work.
X. XXXXXXXX will not authorize its construction CONTRACTOR to perform work which would result in any additional cost above and beyond the amounts as set forth in this Agreement without prior agreement and written approval from LOS GATOS.
F. To cause the CONTRACTOR to provide a warranty period of at least one (1) year from the date of Final Completion consistent with XXXXXXXX’X public works construction Contract Documents.
G. To require the CONTRACTOR to carry adequate insurance, including commercial general liability insurance with contractual liability coverage, automobile liability insurance (any auto), and workers compensation and employer’s liability insurance, in accordance with applicable law and the Contract Documents.
H. To cooperate with LOS GATOS should LOS GATOS raise any issues concerning CONTRACTOR’S work on the PROJECT in LOS GATOS’ jurisdiction that requires correction prior to acceptance or within the applicable warranty or guarantee...
Xxxxxxxx’x Obligations. Xxxxxxxx shall: (a) schedule and participate in Construction Meetings; (b) construct and complete the Garage consistent with the Final Documents and Drawings and this Garage Agreement; (c) cause Garage Lender to provide the Garage Loan Statement; (d) maintain and operate the Garage pursuant to Article IX of the Garage Agreement,
Xxxxxxxx’x Obligations. 3.1. Upon executing this Agreement, Xxxxxxxx shall deliver to the Trustee, on behalf of the Purchasers, validly executed blank (i) transfer deeds, (ii) transfer statements to the Registrar of Companies and (iii) share certificates, representing a total of up to 5,853 Ordinary Shares.
3.2. If the Trustee receives from any party hereto adequate evidence, to Trustee's satisfaction (after notifying all other parties of such evidence and allowing them to bring forth any additional or contrasting evidence), that, within twelve (12) months of the date hereof, the Applicable Conversion Value, as defined in the Amended Articles, had been adjusted in accordance with the terms of Article 21.4 thereof, and is further sufficiently advised by such party of the new value of the Applicable Conversion Value subsequent to such adjustment, then the Trustee shall complete the transfer deeds, transfer statements and share certificates to reflect the transfer from Xxxxxxxx to the Purchasers, for no additional consideration, of Ordinary Shares (to be distributed among the Purchasers proportionally to their respective maximum portion of additional shares specified in Schedule 3.2) in a number equal to the product of (i) 5,853 and (ii) a fraction, the numerator of which is the difference between (X) $104.625 and (Y) the Applicable Conversion Value after giving effect to the adjustment under Article 21.4, decreased by 22.5% (the "RETROSPECTIVE PRICE PER SHARE") (down to a minimal Retrospective Price Per Share of $83.700 in the event that no adjustment had taken place), and the denominator of which is the difference between $104.625 and $83.700. For illustration purposes only, if Xxxxxxxx provides evidence that within the twelve-month period following the date hereof, the Applicable Conversion Price had been increased, for example, from $108 to $121.5, then the Trustee shall be authorized to take all actions and complete all documents held by it in escrow as shall be required to perfect the transfer, from Xxxxxxxx to the Purchasers, of 2,927 shares, in accordance with the following computation: 5,853* [$104.625 - ($121.5*0.775) = 2,927 --------------------------------- ($104.625 - $83.700) If any of the parties shall demonstrate that, within the twelve-month period commencing on the date hereof, the Applicable Conversion Price had been increased to $135 (or above), the Trustee shall not transfer any additional shares to the Purchasers, and shall return all deeds, statements and cert...
Xxxxxxxx’x Obligations. 5.1 Nordmark undertakes to establish the Ancrod Facilities (including a snake farm (Part I) and an Ancrod purification unit that meets GMP-grade Ancrod commercial production requirements (Part II)) at Nordmark. As of the Effective Date, the Parties anticipate that a maximum snake stock of fifteen hundred (1,500) snakes will be necessary to fulfil the purposes of this Snake Agreement. Furthermore, the Parties envisage a potential future enlargement of the aforementioned stock of snakes, if the Parties mutually agree in writing that such enlargement of snake stock is necessary or beneficial.
5.2 As regards the time frame for completion of Part I and Part II of the Project, as of the Effective Date the Parties anticipate that completion of the snake farm facility shall take place on or before December 31, 2006, and completion of the purification unit shall take place on or before December 31, 2007. Nordmark agrees to undertake commercially reasonable efforts to achieve these time frame objectives.
5.3 The annual capacity of the completed Ancrod Facilities is planned to be 10 batches à 2 Million Ancrod units.
Xxxxxxxx’x Obligations. 5.1 The Borrower agrees and warrants:
5.2 To regularly pay the installments, as agreed upon herein pursuant to Schedule 3 and all other payable amounts, and that shall be liable to pay the delay interest according to the interest rate referred to in Article 7.7.1 hereof in case of default in payment of any due amounts with effect from the Due date until actual payment date. The loan amount and the interests accrued thereon shall be payable immediately without any claim for discount or adjustment by the Borrower.
5.3 To inspect the assets upon takeover, sign the delivery order, which shall be considered as a final proof for takeover of the assets and that they are in good conditions, full efficient operation and they correspond to the description stated in the agreement, as per schedule 1.
5.4 To mortgage the assets as per the applicable mortgage procedures organized by the Commercial Law or the prevailing regulations of the Ministry of Housing, Electricity and Water, Directorate General of Traffic and Ministry of Commerce and Industry in favor of the Lender. The Borrower shall pay all the mortgage procedures, fees and expenses. Upon completion of the mortgage procedures, the Lender shall have lien right over the assets held in pledge according to the rules, and the customer shall not dispose of such assets in any manner whatsoever.
Xxxxxxxx’x Obligations. As of the Close of Escrow, Xxxxxxxx shall have performed all of the obligations required to be performed by Xxxxxxxx under this Agreement and following Xxxxxxxx’x acquisition thereof shall have continued to maintain, operate and repair the Doi Property in the ordinary course of business.
