Company’s Responsibilities. Except for the items above that are the responsibility of Authority, Company will, throughout the Term of this Agreement, assume full responsibility for all nonstructural repair and maintenance of the Premises, whether such repair or maintenance be ordinary or extraordinary, and without limiting the generality hereof, Company will keep the Premises and all of Company’s trade and other fixtures, equipment, and personal property that are located on any part of the Premises or Common Use Areas open to or visible by the general public, in a clean and orderly condition and appearance; and
A. Provide and maintain required fire protection and safety equipment (other than that which Authority must provide in connection with construction of Authority’s improvements) and all other equipment of every kind and nature required by any law, rule, order, ordinance, resolution or regulation of any competent authority; and
B. Keep all areas of the Premises in a state of good repair subject to reasonable wear and tear; and
C. Repair any damage to the surfaces of the Premises and Common Use Areas caused by use of the surfaces in excess of the approved specifications and planned use or by any oil, gasoline, grease, lubricants or other liquids or substances having a corrosive or detrimental effect thereon; and
D. Be responsible for the maintenance and repair of all utility service lines, except common utility lines, if any, including but not limited to, service lines for the supply of water, gas service lines, electrical power and telephone conduits and line, retention ponds, sanitary sewers and storm sewers that are now or that may be subsequently located upon the Premises or Common Use Areas and used by Company exclusively.
E. All such maintenance, repair and replacements will be of quality equal to the condition of the Premises at the commencement of the Term of this Agreement.
Company’s Responsibilities. 4.1. Company’s authority to deliver Solutions, as contemplated by the Special Conditions, is limited to the quantities of Solutions that Company has purchased under then-currently effective Orders.
4.2. To enable or activate any Solution, Company or the End User may be required to obtain an Activation Code in accordance with Vendor’s then-current procedures. Where applicable, Company will be solely responsible for obtaining and distributing Activation Codes to its End Users.
4.3. Company, subject to the terms and conditions of this Agreement, will:
4.3.1. Make the Solutions available in the Territory, using the marketing materials Vendor supplies and such modified materials and additional materials as Vendor has approved in advance.
4.3.2. comply at all times with all Vendor terms and conditions, policies and requirements available to Company under this Agreement or otherwise available on the Vendor Portal.
4.3.3. Pay all Fees and other amounts owing by Company in respect of this Agreement.
4.3.4. Ensure that it has in effect Orders sufficient at all times to cover the then-current use of the Solutions by End Users (including Company, to the extent applicable) and, at Vendor’s reasonable request from time to time, certify to Vendor that it has fulfilled and continues to fulfill its obligations under this Clause 4.3.4.
4.3.5. Require that each End User (including Company, to the extent applicable) receiving a Solution executes, accepts or otherwise binds itself to the then-current version of the applicable XXXX or EULAs. Without limiting the foregoing, Company may accept the XXXX or EULAs on an End User’s behalf only to the extent the End User has expressly authorized Company to do so in writing. To the extent Company is an End User, conflicts between the terms of the XXXX and this Agreement will be resolved in favor of this Agreement.
4.3.6. Access the Vendor Portal from time to time, but in any event at least once in every 15 calendar days, using an individualized user name and the Password provided by Vendor, protect its user name and Password from unauthorized use, and promptly Notify Vendor if it has reason to believe or suspect that the security or confidentiality of the user name or Password has been or may be compromised. Company will be responsible for any loss, damage, costs and inconvenience suffered or incurred by Vendor in consequence of any loss or misuse of the user name or Password by any person connected with Company or by any Third Party, ...
Company’s Responsibilities. (a) COMPANY will transfer to DPT the Product formulation, tests and other technology and information (collectively, the “Company Technology”). All Company Technology shall be and shall remain the sole property of COMPANY and shall be deemed Company Confidential Information, subject to Sections 5.1 — 5.4. COMPANY hereby grants to DPT a non-exclusive, nontransferable, royalty-free license to use the Company Technology solely for purposes of performing the Services.
(b) The API provided to DPT for use in manufacturing the GMP Batches shall, at the time of delivery to DPT, conform to the specifications therefor.
(c) COMPANY shall bear sole responsibility for the validity of all test methods to be used for Product development and manufacture, and the appropriateness for use of all Product and Product packaging.
(d) Except as otherwise provided in Section 4.1(e), COMPANY shall bear sole responsibility for all regulatory approvals, filings, and registrations, including the adequacy of all validation, stability, and preservative efficacy studies required therefor.
Company’s Responsibilities. 3.1. The Company will inform the Client on a regular basis of the details of his Suitability Assessment and Investment Profile.
3.2. The Company shall take reasonable steps to check the reliability of information collected from Clients, while it shall ensure that in case of any inaccuracies/inconsistencies resulting from the answers provided, the Company shall contact the respective Client for resolving such inaccuracies/inconsistencies.
3.3. The Company will execute all instructions generated by the Copy-trading Services and report to the Client on the resulting transactions via its website.
3.4. The Company shall continue to be committed to exercising reasonable endeavours to monitor the performance of copied trader, account, portfolio and/or strategy, against parameters established by it, which may include, risk behaviour, profitability, drawdown and any other parameters deemed relevant by the Company and to stock and/or block any trader, account, portfolio and/or strategy from being copied.
3.5. The Company divides Clients risk appetite as follows: Low Risk: • 10% max drawdown • 2 trades per strategy • Automatic stop out triggers at 50% of margin used. • 20% max drawdown • 3 Trades per strategy • Automatic stop out triggers at 40% of margin used • 30% max drawdown • 4 Trades per strategy • Automatic stop out triggers at 30% of margin used A maximum drawdown (MDD) is the maximum loss from a peak to a trough of a trend, before a new peak is attained. Maximum Drawdown (MDD) is an indicator of downside risk over a specified period.
Company’s Responsibilities. The Company represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) it has not falsely identified itself nor provided any false information to gain access to the CMS. The Company is responsible for all activity occurring under the Company’s User accounts and shall comply with all applicable local, provincial, state, national and foreign laws, treaties and regulations in connection with the Company’s use of the CMS, including those related to privacy, international communications, export control, consumer protection, unfair competition, anti-discrimination, false advertising, civil liberties, and the transmission of technical or personal data. The Company shall (i) notify i3 immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to i3 immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by the Company or the Company’s Users; (iii) not impersonate another i3 user or provide false identity information to gain access to or use the CMS and not interfere with another user’s use and enjoyment of the CMS; (iv) not post, distribute or otherwise make available or transmit any software or other computer files that contain a virus or other harmful component; (v) not delete from the Content documentation or any website used in connection with the CMS any legal notices, disclaimers or proprietary notices such as copyright or trademark symbols or modify any logos that the Company does not own or have express permission to modify, (vi) not interfere with or disrupt networks connected to the CMS; (vi) not use the CMS to infringe any third party’s Intellectual Property Rights or rights of publicity or privacy; and
Company’s Responsibilities. Company will undertake the following:
a. Acknowledge it has read, understood, and accept the requirements of the DHS Instruction 109-01- 001, Instruction on the Participation of the Department of Homeland Security with Film and Television Productions, and DHS Multimedia Guidelines for Filming (“DHS Instruction 000- 00-000”).
b. Submit for DHS review, through the representative that DHS designates for this Production or their designee (“DHS Representative”), the proposed pilot and/or series shooting schedule, treatment, and outline of the Production. If approved, DHS will issue a written authorization regarding the shooting schedule, treatment and/or outline of the Production (“Approved Production”).
c. Submit in writing to DHS any proposed changes to the shooting schedule, treatment or outline. Revisions to the shooting schedule, treatment or outline must be approved in writing by DHS before the revision can be implemented. However, once principal photography of the Production has commenced, DHS, through the DHS Representative, in accordance with Paragraph 2.2(h), may give (and Company may rely upon) verbal approval of subsequent revisions of the shooting schedule, treatment or outline. Any changes made pursuant to such verbal approval will thereafter be confirmed in writing by the Company and signed by the DHS Representative before the Production is first aired or first released for public consumption. 1 “DHS Visual Identities,” as used in this Agreement, means the DHS or DHS component name, initials, seal, insignia, trademarks, collective membership marks, trade dress or any combination, variation, or colorable imitation of them alone or in combination with other words used in a manner reasonably calculated to convey the impression of affiliation, connection, or endorsement by DHS or any DHS component.
d. Submit written requests to the DHS Representative for permission to use any DHS Visual Identities that extend beyond the normal presence or appearance of those Visual Identities during “routine filming.” DHS Visual Identities are considered to appear during “routine filming,” or are considered “routinely filmed,” when they appear in the Production on DHS uniforms, on/in DHS vehicles, or in any DHS-controlled area of a facility that DHS has authorized to be filmed. DHS hereby grants the Company the right to use such routinely filmed DHS Visual Identities material, without further approval from DHS, in the Production itself, and in connection with the Pro...
Company’s Responsibilities. 4.3.1. Company must ensure that: (i) the Virtual Account is kept safe from loss or theft; (ii) all security credentials to access the Virtual Account and/or approve transactions are protected and known only to Authorized Users; (iii) that all information, communications, and payment instructions submitted to Azimo are complete and accurate, and promptly notify Azimo of any errors.
4.3.2. Company must notify Azimo immediately if: (i) Company suspects, believes or knows the security or access to the Virtual Account is compromised, including where the security details used to access the Virtual Account have been lost or stolen; (ii) the Virtual Account is not working properly; and/or (iii) Company identified an unauthorized transaction made using the Virtual Account. Company may be asked to provide details of the issues reported and any supporting documentation, such as a copy of a police report.
Company’s Responsibilities. Company is obligated to maintain the Premises and Company’s Improvements constructed thereon, and every part thereof in good appearance, repair and safe condition, consistent with good business practice, without cost to Authority. Company will repair all damages to the Premises and Company’s Improvements caused by its employees, patrons or its operations thereon. All paint colors will be submitted to and approved in writing by Authority prior to application. Company is required to provide, at a minimum, the following maintenance and repair:
Company’s Responsibilities. Company shall make every reasonable effort to manufacture quantities of the Products sufficient to meet the requirements of end user customers sold to by Agent. Company shall have responsibility for Product installation, service, and support.
Company’s Responsibilities. During the Term, Company shall:
(i) In addition to the issuance of the Warrant (defined in Section 3 below), Company shall:
(a) Pay to GRS in cash or cash equivalents, in consideration of the GRS Services, the following amounts:
i. A monthly marketing fee in an amount equal to [**] USD ($[**]) (the “Monthly Retainer”). [**] USD ($[**]) of the Monthly Retainer shall be due in advance on or prior to the first of each month. The remaining [**] USD ($[**]) of the Monthly Retainer shall be deferred until completion of the Company’s planned NASDAQ Initial Public Offering (the “IPO”), at which time as such deferred amounts shall become immediately due and payable. Commencing with the month after an IPO is completed, the entire Monthly Retainer shall be due in advance on or prior to the first of each month.
ii. A commission (the “Commission”) equal to [**] Percent ([**]%) of gross revenues actually collected by, or credited to, the Company or its Affiliates (if any), from the sale of Company Consumer Products in the Territory during the Term, excluding revenue generated from or in connection with the Company’s Independent Diagnostic Testing Facility (collectively, “Gross Revenue”), due in arrears within ten (10) days following the end of an applicable month. In the event that in any month Company shall be required to pay GRS a Commission in excess of $[**], then the full Monthly Retainer amount shall be waived for such month, and any amounts previously paid for the Monthly Retainer in such month shall be credited against the amount of the Commission which is due.
(b) At such time as Company shall be required to pay GRS the Commission, Company shall provide GRS a report of its calculation of Gross Revenue and the Commission for the applicable month (each, a “Commission Statement”). Company will maintain books and records relevant to the determination of Gross Revenue hereunder for a period of no less than two (2) years following the expiration or termination of this Agreement. Upon GRS’s written request within twelve (12) months after receipt of a Commission Statement, Company agrees to provide reasonable supporting documentation concerning such Commission Statement or Commission Statements within thirty (30) days of such written request. Further, Company will permit GRS, or an independent Certified Public Accountant designated by GRS, to make an examination, at GRS’s expense (except as provided below), of the books and records applicable to such Commission Stateme...
