Your Ongoing Obligations Sample Clauses

Your Ongoing Obligations. You acknowledge and agree that the post-employment obligations imposed upon you by the Employment Agreement, including without limitation the obligations imposed upon you by Section 6 of the Employment Agreement, continue in effect according to their terms.
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Your Ongoing Obligations. 7.1 You agree that any clauses of your Contract that continue following the termination of your employment (including, without limitation, in relation to confidentiality and intellectual property under Clauses 17 and 20 of your Contract) will remain in full force and effect after the Termination Date. In consideration of the Company's undertakings set out in Clause 8 below, you agree: 7.2 not to directly or indirectly make any derogatory or critical comments, whether orally or in writing, about the Company, any Associated Company, or its or their personnel, products or services (and you warrant that, as at the date of this Agreement, you have not made any comments that would breach this Clause); 7.2.1 not to directly or indirectly make any statement to the press or other media (including, to avoid doubt, the internet whether on a social or professional networking site or otherwise, including without limitation media such as Linkedln, WhatsApp, Facebook, X and Glassdoor), related to your employment with the Company or its termination, other than to identify yourself as a former employee of the Company, unless the Company agrees beforehand in writing that you can do so; 7.2.2 not to directly or indirectly disclose the contents of this Agreement to any person or entity except to HM Revenue & Customs, ACAS, your professional Advisors and your spouse/civil partner provided that your spouse/partner agrees to keep this information confidential, and you accept that any failure to do so by them will be treated as a breach of this agreement by you; and 7.2.3 to assist the Company (or any Associated Company) in relation to actual or threatened litigation or regulatory/administrative action, if the Company requests you to do so. The Company will only ask you to do this where it reasonably considers that you have knowledge and/or information relevant to the proceedings. The Company will reimburse you for any reasonable, pre-agreed costs that you properly incur in giving this assistance (which you acknowledge could take the form of giving statements/affidavits, meeting with the Company's legal and other professional advisors, attending any legal hearing and giving evidence, among other things).
Sample 1
Your Ongoing Obligations. 1. During the period of November 30, 2006 – December 31, 2006 (excluding Christmas week), you agree to provide a minimum of 20 hours and up to 40 hours per week of consulting service to the Company at the direction of Jxxxxx Xxxxxx. During Christmas week and the month of January 2007, you agree to provide on call consulting and support to the Company at the direction of Jxxxxx Xxxxxx. You further agree to travel as reasonably needed to customer locations for the purpose of transition of customer relationships. You will be reimbursed your travel expenses incurred in such S1 requested travel in accordance with S1 policy. 2. You agree to remain as a director and manager of the S1 subsidiaries in which you are currently appointed through January 31, 2007, during which time you will fulfill the duties of a director and manager consistent with the requirements thereof.
Sample 1
Your Ongoing Obligations. The above-mentioned regulations are subject to change and I/ We accept responsibility for ensuring that any amendments to either existing legislation and conditions made mandatory by new legislation are fully met. Under the Taxes Management Act 1970 (as amended by the Income Taxes Management Act 1988) it is a requirement that you inform Complete if you are non-UK resident. The agent is obliged to deduct monies as income tax at the appropriate rate (currently 20% of the net rental amount) to cover any tax liability, which will be paid to Inland Revenue quarterly on the Landlords behalf. Failure to do this could result in penalties, interest and other consequences. If you are a non-resident landlord and wish your rental payments to be made prior to any tax deductions, you must obtain the relevant authorization from the Inland Revenue by completing an NRL1 form and supply Complete with the completed form or exemption certificate & fico number. I am /we are UK resident(s) I am /we are Non UK resident(s) but require my/our tax to be deducted I am /we are Non UK resident(s) and will supply the Inland Revenue certificate before any tenancy commences
Sample 1
Your Ongoing Obligations. You hereby reaffirm your ongoing obligations to the Company, including, without limitation, (i) your restrictive covenant obligations and other ongoing obligations under the Employment Agreement (which include, for the avoidance of doubt Section 8 of the Employment Agreement) and the Restrictive Covenants Agreement; and (ii) any other restrictive covenant obligation you have to the Company and/or any of its affiliates (collectively, the “Restrictive Covenant Obligations”). The Restrictive Covenant Obligations are incorporated herein by reference. Notwithstanding anything to the contrary in the Restrictive Covenants Agreement or other Restrictive Covenant Obligations, you hereby further agree that you are not entitled to or eligible for any garden leave pay or other noncompetition consideration under the Restrictive Covenant Obligations, and that your Restrictive Covenant Obligations (including without limitation your post-employment noncompetition obligations) nevertheless remain in full effect.
Sample 1
Your Ongoing Obligations. In consideration of the Company’s undertakings set out in Clause 28 below, You hereby agree:
Sample 1
Your Ongoing Obligations 
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Related to Your Ongoing Obligations

  • Ongoing Obligations I reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Confidentiality and Inventions Assignment Agreement between me and the Company dated _______________, 20__ (the “Confidentiality Agreement ”), including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company, to return to the Company (in good condition) all of the Company’s equipment, property, and documents (whether in paper, electronic, or other format, and all copies thereof) that are in my possession or control, and refrain from certain solicitation activities for a twelve (12) month period after my employment ends. I acknowledge that the execution of Exhibit A to the Confidentiality Agreement, entitled “Anthera Pharmaceuticals, Inc. Termination Certification” (the “Certification”), is required by the Confidentiality Agreement and accordingly agree to sign and return to the Company, at the same time I return the Release, the Certification (attached hereto as Appendix A) as a condition to my entitlement to the Separation Benefits. I also reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Statement of Company Policy Regarding Xxxxxxx Xxxxxxx and Disclosure of Material Non-Public Information (the “Xxxxxxx Xxxxxxx Policy”) and agree that those obligations continue to apply following my separation from employment, until such time as any material, nonpublic information possessed by me has become public or is no longer material, but not to exceed 12 months. Without limiting the foregoing, I acknowledge and agree that I shall continue to be subject to the remainder of any Quarterly Black-Out or Special Black-Out (as defined in the Xxxxxxx Xxxxxxx Policy), if such black-out period was instituted prior to my separation from employment.

  • Existing Obligations Termination of this Agreement shall not affect any obligations of the Parties under this Agreement prior to the date of termination including, but not limited to, completion of all medical records and cooperation with BCBSM with respect to any actions arising out of this Agreement filed against BCBSM after the effective date of termination. This Agreement shall remain in effect for the resolution of all matters pending on the date of termination. BCBSM's obligation to reimburse Provider for any Covered Services will be limited to those provided through the date of termination.

  • Filing Obligations (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor. (b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.

  • Closing Obligations At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

  • Post-Closing Obligations (a) Within 90 days after the Closing Date (as such period may be extended from time to time by the Administrative Agent upon request of the Borrower, such extension not to be unreasonably withheld or delayed), deliver to the Administrative Agent (and, in the case of clause (ii), the title insurance company referred to in clause (iii) below (the “Title Insurance Company”)) with respect to each Mortgaged Property listed on Schedule 1.1B each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) a fully executed counterpart of a Mortgage, which Mortgage shall cover such Mortgaged Property, together with evidence that counterparts of such Mortgage has been delivered to the title insurance company insuring the Lien of such Mortgage for recording in all places where such Mortgage is recorded, which Mortgage shall effectively create in favor of the Administrative Agent for the benefit of the Secured Parties, a first-priority mortgage Lien on such Mortgaged Property, subject only to Liens that are permitted under Section 7.3 of this Agreement, and which Mortgage shall secure an amount limited to the Fair Market Value of such Mortgaged Property, if the recordation of such Mortgage would otherwise require payment of a Mortgage Tax; (ii) (A) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, or (B) such surveys as are in the possession of the Borrower or any Loan Party and such other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property, as may be reasonably necessary to cause the title insurance company to issue the title insurance required pursuant to clause (iii) below, but in any event including a survey endorsement, comprehensive endorsement, location endorsement, address endorsement, contiguity endorsement and Easement – Damage from Forced Removal endorsement; (iii) with respect to each Mortgage intended to encumber such Mortgaged Property, a policy or policies of title insurance insuring the Lien of the Mortgage on such Mortgaged Property, in an amount equal to the aggregate of the Loan Party’s interest in the land value and insurable building, improvements and site improvements value of such Mortgaged Property (or such other amount as may reasonably be requested by Administrative Agent) (the “Mortgage Policies”), issued by a nationally recognized title insurance company insuring the Lien of such Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens that are permitted under Section 7.3 of this Agreement, containing no general survey exception and issued together with such endorsements as the Administrative Agent may reasonably request; (iv) opinions, addressed to the Administrative Agent and the Lenders, of (1) outside counsel or in-house counsel, as to the due authorization, execution and delivery of the Mortgages by the applicable Loan Party, and (2) local counsel in each jurisdiction where such Mortgaged Property is located as to enforceability of the Mortgages, each in form and substance reasonably satisfactory to the Administrative Agent; (v) if necessary or required, proper fixture filings under the Uniform Commercial Code on Form UCC-1 for filing under the Uniform Commercial Code in the appropriate jurisdiction in which such Mortgaged Property is located, desirable to perfect the security interests in fixtures purported to be created by the Mortgages in favor of the Administrative Agent; (vi) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurance company to issue the Mortgage Policies and endorsements contemplated above; (vii) evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all Mortgage Policy premiums, search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages, fixture filings and issuance of the Mortgage Policies referred to above; and (viii) all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iv) above and a copy of all other material documents affecting the Mortgaged Properties. (b) Within 60 days after the Closing Date (as such period may be extended from time to time by the Administrative Agent upon request of the Borrower, such extension not to be unreasonably withheld or delayed), the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, duly executed account control agreements in order to perfect the Administrative Agent’s security interest under the UCC in Collateral for which a control agreement is required for perfection (excluding, for the avoidance of doubt, accounts that are not required to be pledged under the Loan Documents).

  • Reporting Obligations As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

  • Continuing Obligations The rights and obligations of the Parties that, by their nature, would continue beyond the expiration or termination of this Agreement, e.g., "Liability and Risk of Loss" and "Intellectual Property Rights"-related clauses shall survive such expiration or termination of this Agreement.

  • Your Obligations You will: (a) at all times throughout the duration of the terms of this Exhibit ensure that all publicity, signage, and/or promotional material you issue, or have issued on your behalf, in respect of or in connection with the EMV PSP Service complies in all respects with the Codes of Practice and includes information which will enable the Service User to ascertain prior to use the charge which is payable for the purchase of the Offering. You will not in any publicity or other promotional activity state or imply any approval by NCR Voyix or its third-party suppliers of the Offering in any way without the prior written approval of a duly authorized officer of NCR Voyix or its third-party suppliers, as applicable; (b) ensure that before you make the Offering available to the Service User all such rights, authorizations, licenses, exemptions, consents and permissions have been obtained or granted and all such requirements of law or of any other competent authority or public body have been complied with as are necessary or prudent in connection with the Offering. You will at all times throughout the duration of the terms of this Exhibit maintain in full force and effect all such rights, authorizations, licenses, consents and permissions and comply with all such requirements; (c) provide to NCR Voyix such assistance and/or information as NCR Voyix or its third- party supplier may from time to time reasonably demand in order to comply with all or any requirements and conditions at any time and from time to time imposed by applicable law or regulation with respect to the EMV PSP Service; (d) undertake not to disconnect or interfere with the operation of the Terminals or the EMV PSP Service and will use your best efforts to prevent such disconnection or interference by a third party except where explicitly agreed in writing between NCR Voyix and you; (e) report to NCR Voyix any abuse or threatened abuse or loss of the EMV PSP Service or any factors affecting the performance of the EMV PSP Service as soon as practicable after you become aware of such abuse, loss or performance factors; (f) not use the EMV PSP Service in any manner whatsoever which constitutes a violation of any applicable law or regulation or which may cause NCR Voyix or its third-party supplier to be subject to any investigation, prosecution or legal action. NCR Voyix reserves the right to terminate this Exhibit or the Agreement with immediate effect in the event that you breach this subsection (f); (g) except where otherwise agreed between the parties in writing, be responsible for the installation of the EMV PSP Service, which without limiting the foregoing, will include you setting up a Merchant Account with an approved Merchant Acquiring Bank, the linking of all Terminals to the Public System and the provision, installation and maintenance of a suitable method for delivering the Card information to the EMV PSP Service and thereafter the maintenance of all links and any costs associated with the foregoing; and acknowledge that NCR Voyix and its third-party suppliers do not have access to your Merchant Account and that it is therefore your responsibility to reconcile the payments and debits being made into your Merchant Account with the Transactions and/or Refunds processed by the EMV PSP Service in connection with the Service. In the event that you identify a discrepancy you must notify NCR Voyix as soon as reasonably practical. NCR Voyix and its third-party suppliers will have no liability for discrepancies which have occurred more than 14 days prior to the date any such problem is notified to them.

  • Periodic Reporting Obligations During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission and the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods and in the manner required by the Exchange Act.

  • Termination of Reporting Obligation The Servicer’s obligation to deliver or cause the delivery of reports under this Section 3.5 will terminate on payment in full of the Notes.