Obligations of Company. In connection with the registration of the Registrable Securities, Company shall:
(i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(ii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and during the Registration Period, comply with the provisions of the Act with respect to the disposition of all Registrable Securities covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance wit...
Obligations of Company. Whenever required to effect the registration of the Registrable Securities, Company shall at its expense, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.
(b) Furnish to each seller of Registrable Securities such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of securities covered by such prospectus.
(c) Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by sellers of Registrable Securities, provided that Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
(d) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. If a holder of Registrable Securities participates in such underwriting, such holder shall also enter into and perform its obligations under such an agreement.
(e) Notify each seller of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that such prospectus shall not contain such an untrue statement or omission.
(f) Furnish, on the date that the Registrable Securities are delivered to the underwri...
Obligations of Company. This Agreement is executed by and on behalf of the Company and the obligations of the Company hereunder are not binding upon any of the Companyees, officers or shareholders of the Company individually but are binding only upon the Company and with respect to the Funds to which such obligations pertain.
Obligations of Company. The Company's obligation to pay Employee the compensation and to make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against Employee or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Except as expressly provided herein, the Company waives all rights which it may now have or may hereafter have conferred upon it, by statute or otherwise, to terminate, cancel or rescind this Agreement in whole or in part. Except as provided in Section 7.8 herein, each and every payment made hereunder by the Company shall be final and the Company will not seek to recover for any reason all or any part of such payment from Employee or any person entitled thereto. Employee shall not be required to mitigate the amount of any payment or other benefit provided for in this Agreement by seeking other employment or otherwise.
Obligations of Company a) The Company shall be responsible for conducting an in-house training session of the POS person for a minimum of 15 (fifteen) hours as per the model syllabus specifically provided under the IRDAI Guidelines on Point of Sales Person – Life, Non-Life & Health which may include features of various POS products designed by the Company from time to time and may be modified and developed according to the business needs of the Company.
b) The Company shall issue a certificate to the POS person in the format as specified under the IRDAI Guidelines on Point of Sales Person – Life, Non-Life & Health only upon successfully clearing the exam it conducts.
c) The Company shall maintain records of all information obtained through the POSP, the details of the policies sold out of such information thus obtained and other functions/activities performed by POSP as a part of his engagement/appointment with the company. The Company shall furnish such records or information in relation to this agreement as and when required by the Authority.
d) The Company shall upload the details of the POS person with the Insurance Information Bureau (IIB), Hyderabad and thereafter shall maintain proper record of training and examination for a minimum of 5 (five) years from the end of financial year in which these examinations are conducted and shall make available such records for the purpose of inspection by the respective government authority.
e) The Company shall vary depending upon the specific product being sold by POS. For all products, the Company will provide brochures and proposal forms. The Company will deliver to the customer all insurance policies and related correspondence or similar documents, in accordance with Company procedures.
f) The Company shall respond in a reasonable and timely manner to inquiries and questions about the product.
g) The Company shall maintain reasonable accounting, administrative, and statistical records in accordance with prudent standards of insurance record keeping, including premium, sale or effective date, and any other records needed to verify coverage, pay claims, or underwrite the company insurance products, of any insured participant covered under the policies.
Obligations of Company. A. Company shall act in accordance with the terms of this Agreement and will pay Partner Agent a commission in accordance with Exhibit A (“Commission”) and a share of profits in accordance with Exhibit B (“Profit Sharing” which, together with “Commission”, is the “Compensation”) attached hereto and referenced herein. Partner Agent shall be responsible for paying any compensation due to its sub producers.
B. Company shall provide for the payment of all excise taxes, premium taxes (except surplus lines taxes) and assessments;
C. Company shall appoint Partner Agent as required by various state laws and regulations;
D. Company will develop and maintain Company System.
Obligations of Company. Whenever the Company is required by the provisions of this Agreement to use its reasonable efforts, with all due diligence, to effect the registration of the Registrable Securities, the Company shall as soon as possible (i) prepare and, as soon as possible, file with the SEC a registration statement with respect to the Registrable Securities, and use its reasonable efforts to cause such registration statement to become effective and to remain effective until the earlier of the sale of all of the Registrable Securities so registered or one hundred and twenty (120) days subsequent to the effective date of such registration; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until the earlier of the sale of all of such Registrable Securities so registered or one hundred and twenty (120) days subsequent to the effective date of such registration statement, (iii) furnish to any Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (iv) use reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as Holder shall reasonably request, maintain any such registration or qualification current until the earlier of the sale of all of such Registrable Securities so registered or one hundred and twenty (120) days subsequent to the effective date of the registration statement, and take any and all other actions either necessary or advisable to enable Holders to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Holders desire to effect such sales or other disposition; and (v) take all such other actions either necessary or appropriate to permit the Registrable Securities held by a Hold...
Obligations of Company. 1. Company shall notify Business Associate within five business days of any limitation(s) in its notice of privacy practices of Company in accordance with 45 CFR § 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of Protected Health Information.
2. Company shall notify Business Associate within five business days of any changes in, or revocation of, permission by an individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate’s use or disclosure of Protected Health Information.
3. Company shall notify Business Associate within five business days of any restriction to the use or disclosure of Protected Health Information that Company has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of Protected Health Information.
Obligations of Company. (a) Subject to Article 3 above, Company agrees to use all reasonable efforts to or cause to be sold to Distributor by one or more of Company's affiliates, on a timely basis the Product in quantities adequate to meet the needs of the market throughout the Territory. In the event that Company is unable to fill any accepted purchase order, Company shall promptly notify Distributor. Distributor shall have the right under this Agreement to cancel any quantity of Product for which Company has failed or will be unable for any reason to deliver within one (1) month following the applicable delivery date set forth in written purchase orders accepted pursuant to this Agreement.
(b) Company shall inform Distributor of any orders and/or inquiries for Product in the Territory which it receives. Company shall not knowingly sell the Product to customers intending to resell the Product in the Territory.
(c) To the extent permitted by law, any decision to recall or cease distribution of the Product, as a result of the Product being in violation of any law, rule or regulation or presenting a possible safety risk, shall be made by Company, after consultation with Distributor. In the event of any recall, Company shall, with Distributor's cooperation and assistance, determine the scope and form of the recall and Distributor shall conduct the recall. Company will provide Distributor with any information concerning the manufacturing of the Product which may reasonably be required by Distributor to determine the need for a recall. Costs for any recall shall be borne by the party required to indemnify the other party in relation to such recall pursuant to Article 9 hereof. Notwithstanding the foregoing, if Company fails within a reasonable period of time to recall Product delivered to Distributor pursuant to this Agreement that Distributor reasonably determines should be recalled due to safety concerns, Distributor reserves the right to recall such Product after consultation with Company and subject to such reasonable conditions and limitations as Company may request.
(d) Company shall perform quality control tests and assays on raw materials and on finished Product as required under the Specifications. Distributor shall provide Company and its representatives access to Distributor's facility where Product is held, if applicable, for the purpose of performing such tests and assays. To the extent Distributor provides final packaging of Product, Distributor shall accept and warehous...
Obligations of Company. In the event of any termination of the Employee's employment hereunder, the Company shall pay Employee any earned but unpaid base salary up to the date of termination. In addition, upon a termination of Employee's employment for any reason other than the Employee's death (including a termination by reason of either party's election not to extend the Term as provided in Section 2.01), the Company shall continue to pay Employee during the Non-Competition Period his then current base salary (except that, in the event of a Termination without Cause, a termination by reason of Employee's disability, or in the event that the Company elects not to extend the Term as provided in Section 2.01, the continued monthly payments shall be based on 175% of Employee's base salary as in effect at the time of Employee's termination), with such amounts to be paid in equal monthly installments commencing on the date which is one month after the date of such termination and continuing for the term of the Non-Competition Period. The preceding sentence notwithstanding, in the event of a termination of employment described in the penultimate sentence of Section 4.04 of this Agreement, if the Company elects to waive the Employee's non-competition obligation within 30 days after the date of such termination, the Company shall not be required to make the payments described in the preceding sentence.
