The Company’s Obligations. 3.1 The Company undertakes that it shall:
a. use all best endeavours to promote and maximise the sales of Products in accordance with this Agreement;
b. sell and distribute Products in a transparent and fair manner and in compliance with Applicable Laws and good industry practice relating to the sale of goods to consumers; and
c. honour and be accountable for every Product it purchases and resells.
3.2 The Authorised Reseller undertakes that it will not:
a. sell any Products for less than their Face Value;
b. acquire Products from any source other than through Global Village;
c. sell and/or list Products, nor allow the sale and/or listing of Products, to any person or entity that the Company has reason to believe will or may re-sell Products or use Products for promotional or other commercial purposes, including but not limited to, listing the Products on any online or coupon discount distributors either directly or via its business to business reseller network, without Global Village’s prior written consent;
d. offer or exploit Products in any way in connection with the solicitation of contributions or donations;
e. alter, make any addition to, or tamper with, entry tickets, including to obscure or change the Face Value;
f. advertise or carry anything that has any reference to gambling or sexual, salacious, racist and/or non-Islamic values, is offensive to public morals and sentiments, may create controversial issues or is not morally or legally acceptable. Where, in the opinion of Global Village, any material is to contravene this Clause 3.2(f), the Company must immediately remove, or procure the removal of, such material from display and distribution;
g. use, within the UAE market, any keywords relating to or associated with any of the Park or Programme on any online search engine including but not limited to Google for the purposes of advertising or otherwise.
3.3 Without limiting any of its obligations under this Agreement, the Company shall, and shall ensure its re-sellers, notify and procure the agreement of each purchaser (and holder) of the Products that:
a. the Programme and admission is reserved for families on Family Day;
b. Products are single-use, non-refundable, non-transferrable and non-resaleable;
c. Global Village can deny admission or remove visitors from the Park or the Programme for any reason in its sole discretion;
d. Global Village can extend or cancel the Park opening during the Programme for reason;
e. that the rights and remedies...
The Company’s Obligations. 3.1 The Company will act in good faith to provide Substitute Staff who, if needed or applicable, (a) hold a current license and certification for the positions requested by the LEA, (b) have had a completed criminal history and child abuse background check as required by law and/or the applicable Department of Education, (c) have appropriate health screenings, inoculations and tuberculosis testing as required by the state and (d) who shall render services in accordance with applicable laws and procedures of the state and this Agreement.
3.2 In selecting Substitute Staff, the Company shall apply such screening and evaluation criteria as it may determine in its sole discretion and as may be required by the applicable law of the jurisdiction in which the services of Substitute Staff will be performed. The Company will conduct any additional screening that may be mutually agreed by the Company and the LEA, with an appropriate increase in the Company’s fees to be agreed to in advance, in writing by the LEA.
3.3 The Company seeks to provide Substitute Staff that are trained for the requested positions. The Company will provide Substitute Staff training as required by the State, including as applicable, classroom management, general rules and procedures applicable to the position, and other pertinent matters prior to any assignment of said Substitute Staff. For existing LEA staff, the Company shall provide training as requested by the LEA for a fee equal to the Company’s actual cost.
3.4 The Company expects that the Substitute Staff assigned to the LEA will perform their services satisfactorily. If the LEA notifies the Company via the company electronic portal that a Substitute Staff has not performed satisfactorily within the reasonable discretion of the LEA, along with the clear reasons therefor, the Company will honor the LEA’s request not to assign specific Substitute Staff. This section will in no way affect the right of Company, in its sole discretion as employer, to hire, assign, reassign, discipline and/or terminate its own employees. The LEA understands that declining the services of a specific Substitute Staff may result in the Company’s inability to secure an acceptable alternate if timely notice of the request is not provided.
The Company’s Obligations. The Company shall, at its sole cost and expense, make arrangements to provide FIU students and Faculty members participating in the Program with the services described in detail in the attached Exhibit A.
The Company’s Obligations. As described in paragraph 2 in the Agreement, the Company shall, at its sole cost and expense, make arrangements to provide FIU students and Faculty members participating in the Program with the following travel, services and amenities for their stay in beginning on returning on : (Date of Departure) and Hotel accommodations: Guest speakers: Field trips: Cultural events: Meals: Laundry: Transportation: Classroom or work space: Academic logistics: Additional Items:
The Company’s Obligations. To facilitate the provision by the Contractor of maintenance and support services the Company shall:
6.1 Keep and operate the systems and peripherals in a proper and prudent manner and ensure that only competent employees are allowed to operate them.
6.2 Use the systems and peripherals in a suitable environment and in accordance with manufacturer’s instructions and advice of the Contractor.
6.3 Co-operate with the Contractor and do all in its power to assist to restore the equipment back to the working condition.
6.4 Make sure that during the contract period, no personnel other than the Contractor personnel shall conduct any repairs and/or installations, and or any other action to the equipment, except data backup and any other action done by the company’s technical manager and approved in advance by the Contractor. Any such attempt will lead to the loss of manufacturer warranty and any Contractor responsibility for the said equipment.
6.5 Enable and allow the Contractor to remotely connect to the system for remote diagnostics, software update and repair.
6.6 The company will pay the Contractor in accordance with the General provisions for payment immediately after completion of every quarter and upon presentation of the relevant service reports ,Job cards and Invoices and not later than 30 days from the date of issue of any invoice.
6.7 The Client shall ensure that his Agents operate the equipment in accordance with the instructions contained within the Operator's manual.
6.8 The Client shall neither make nor permit others to make any alterations to the system without first consulting with the Contractor .
6.9 The Client shall ensure that his Agent complies with the fault reporting procedures agreed with the Contractor.
The Company’s Obligations. The Company shall provide Employee with any and all necessary or appropriate current financial information and access to current information and records regarding all material transactions involving the Company and/or its subsidiaries and/or affiliates, including but not limited to acquisition of assets, personnel contracts, dispositions of assets, service agreements and registration statements or other state or federal filings or disclosures to carry out his duties and responsibilities hereunder. In addition, the Company agrees to provide Employee, as a condition to his services hereunder, such staff, equipment and office space as is reasonably necessary for Employee to perform his duties hereunder.
The Company’s Obligations. 5.1 The Company shall timely pay the Payments/Commission as detailed in Section 7 herein.
5.2 The Company represents and warrants as follows:
a. The Company has the power to enter into and perform this Agreement according to its terms.
b. The Company warrants that it is (or its associated companies are) the proprietor of the Company’s Names and Trademarks or that it is duly authorized by the proprietor of the same to sublicense them to Referral Partner on the terms of this Agreement.
5.3 The Company when entering into relationship with the Referral Partner for the services outlined above, shall ensure that the Referral Partner acts in the client’s best interests and that their remuneration does not result to any conflicts of interest.
5.4 The Company’s Compliance Function will monitor the operations and activities carried out by the Referral Partner in order to identify any potential risks. In particular, the Company will monitor, among others, the website(s) of Intermediaries for any changes to the promotional material and in case where the Company issues instructions to the Referral Partner for modifications and/or removal of the material the Referral Partner shall comply within 2 business days.
5.5 In the event of identification of the first misconduct/deficiency, the Referral Partner shall receive a warning in relation to the breach and shall be requested to take immediate actions within 2 business days.
5.6 Upon a second misconduct/deficiency, or in case of first misconduct which the Company, decides to be of greater risk to the Company (i.e. trading on behalf of clients or unauthorized investment advice), shall request the termination of the Referral Partner, as per the clauses of Section 8 of the Agreement.
5.7 Where the Company, in its absolute discretion, considers that the Referral Partner does not satisfy the requirements of the Company as set out herein or that the Referral Partner is otherwise not fit to provide Services to the Company, it may terminate this Agreement with immediate effect and not within the timeframe outlined in Section 8 of the Agreement, by giving to the Referral Partner a written notice.
5.8 The Referral Partner undertakes to cooperate, if required, with CySEC, the Data Protection Commissioner and any other relevant authority in connection with the services which it provides to the Company pursuant to this Agreement and to allow the Company, or its internal or external auditors effective access to the data associated with ...
The Company’s Obligations. When the Company is required by this Section 7.4 to file a Registration Statement to register the resale of all or a portion of the Investment Shares, the Company agrees to:
(i) subject to Section 7.4(d) and (e), use its commercially reasonable efforts to cause any such Registration Statement to become and remain continuously effective under the Securities Act for a period of at least twelve months;
(ii) subject to Section 7.4(d) and (e), prepare and file with the SEC such amendments and supplements to any such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of at least twelve months;
(iii) as far in advance as practicable but at least five Business Days prior to filing a Registration Statement or Prospectus (or any amendment or supplement thereto, other than documents filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference), furnish to the Purchaser, for its review, copies of such Registration Statement or Prospectus (or amendment or supplement) as proposed to be filed; and provided that the Purchaser may request reasonable changes to such Registration Statement or Prospectus (or amendment or supplement) and shall be required to comply therewith (A) if the Purchaser reasonably believes that the provisions in question would have an impact or effect on it, or (B) solely to the extent necessary, if at all, to lawfully complete the filing or maintain the effectiveness thereof;
(iv) furnish to the Purchaser such number of conformed copies of any such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits, other than exhibits filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference), such number of copies of the Prospectus included in any such Registration Statement (including each preliminary Prospectus and any summary Prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such Registration Statement or Prospectus, each free writing prospectus incident thereto, and such other documents as the Purchaser may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from the SEC or any other Governmental Entity or self-regulatory body or other body having jurisdiction (including any d...
The Company’s Obligations. 4.1. The Company shall provide the Partner with information the Partner reasonably requests in writing in order to carry out His duties, including marketing information. It shall further provide the Partner with copies of or access to the creative material of the Company. The Company may at any time customize marketing material to adhere to any regulatory requirement in the territories in which it operates. The Partner shall not in any way amend and/or customize this material and such material shall be used for the sole purpose of marketing and promoting the Company and its services.
4.2. The Company shall not be responsible for any costs incurred by the Partner unless such costs have been agreed by the Company in writing, in advance.
The Company’s Obligations. 1. The Company will provide to Multex, in writing, the name, address, fax and e-mail address of each User, with instructions regarding what document groups to entitle for each User. The Company shall designate one contact (and one alternate) for the purpose of providing entitlement information to Multex. The Company shall be solely responsible for determining which Users are to be entitled for the Additional Services and for individual documents groups. Accordingly, Multex shall only be obligated to entitle or de-entitle a User for the Additional Services if it receives written notification from the designated contact and then only in accordance with the specific information provided by such contact. Multex shall have no liability arising out of or in connection with any entitlement requests which do not comply with the procedures set forth in this Section. Alternatively, Multex may provide the Company with the ability to entitle the Company's Users on-line, in which case Company shall perform, control and administer all aspects of the entitlements, and Multex shall have no responsibility or liability in connection therewith.
2. The Company shall be responsible for invoicing and collecting any fee which the Company charges it Users for access to the Company Web Site.
3. The Company will maintain, monitor, and provide for the timely contribution of all Documents contributed by Company to Multex.
4. The Company will keep accurate books and records relating to Users, Passwords and its use of the Services. IT IS SPECIFICALLY UNDERSTOOD THAT ALL OF THE ADDITIONAL SERVICES TO BE PROVIDED BY MULTEX ARE SET FORTH IN THIS EXHIBIT C, AND THAT NO OTHER SERVICES, SOFTWARE DEVELOPMENT, ENHANCEMENTS, MODIFICATIONS, SUPPORT CUSTOMIZATION OR INTEGRATION ARE INCLUDED IN THE ADDITIONAL SERVICES. EXHIBIT D THIRD PARTY SOFTWARE THIRD PARTY LICENSE REQUIREMENTS FOR END USERS Third Party Software -------------------- Fulcrum Technologies Search tool (the "Fulcrum Software") Third Party Software License Requirements for End-Users ------------------------------------------------------- The Company acknowledges that
a) title to and ownership of the Fulcrum Software and all rights related thereto, including patent, trademark and copyright related thereto are and shall remain the exclusive property of Fulcrum Technologies, Inc. or its licensees;
b) the Company shall only acquire the right to use the Fulcrum Software in accordance with this Agreement; and
c) the Company shall take al...
