Activities of the Parties Clause Samples

Activities of the Parties. (a) A Party is not liable or under any obligation: (i) to account to the other Party for any benefit it received for dealing with, or providing services to, others; or (ii) disclose to the other Party any fact or thing which may come to its notice in the course of dealing with, or providing services to, others or in the course of its business, in any other capacity or in any manner. (b) In addition to MULTIBANK FX INTERNATIONAL CORPORATION’s proprietary interest under each Transaction, MULTIBANK FX INTERNATIONAL CORPORATION and its Affiliates may take proprietary positions or undertake proprietary activities, including hedging transactions related to a Transaction or in relation to an Account, that may affect the market price, rate or other market factors underlying the Transaction or Account. (c) The Counterparty consents that, without any further notice from MULTIBANK FX INTERNATIONAL CORPORATION, when it enters into any Transaction with the Counterparty, MULTIBANK FX INTERNATIONAL CORPORATION’s shareholders, Affiliates, directors, officers, agents and/or employees may be the counterparty to the Counterparty during such Transaction for any proprietary account or an account in which any of them has a direct or indirect interest.

Activities of the Parties. No Party shall be obligated to do or perform any act or thing in connection with the matters contemplated by this letter agreement not expressly set forth herein. No Party shall in any event be deemed to have any fiduciary or other duties to the other Party by virtue of this letter agreement except as expressly provided herein.

Activities of the Parties. 2.01. The Contractor shall, for an agreed upon incremental fee, survey all Stores as promptly as reasonably practicable to determine whether a given store's shopping carts are appropriate for the installation of the display units. The Contractor, based upon predetermined and agreed to templates received from the Company, for the purpose of securing my and all measurements and whereby measurements will be secured, shall also provide the Company with the measurements for each Store necessary to manufacture the components to attach the display units to the baby seats of the shopping carts and to manufacture the tools used to open the display units. 2.02. The Contractor will promptly assemble a sales organization and use its best efforts to sell in as short a time as possible as many of the 27,000 Stores as practicable on the use of the display units. The Company shall prepare and provide the Contractor with a standard form contract for the purpose of obtaining installation approval from Stores. Such contract shall not be modified or amended in any material respect by the Contractor without the prior written consent of the Company (which consent shall not be unreasonably withheld). Written approval authorizing the Company and the Contractor to proceed with the installation and maintenance of the display units shall be obtained from the chain, the original of which approval shall be forwarded to the Company. In the case where approvals for installation and maintenance: may have to be obtained from individual Stores in a chain, the Contractor shall also obtain such written approvals. The original of these approvals shall also be forwarded to the Company. 2.03. The Company will deliver display units to the Contractor, f.o.

Activities of the Parties. A. A Party is not liable or under any obligation: a. to account to the other Party for any benefit it received for dealing with, or providing services to, others; or b. disclose to the other Party any fact or thing which may come to its notice in the course of dealing with, or providing services to, others or in the course of its business, in any other capacity or in any manner. B. In addition to Nonco Group’s proprietary interest under each Transaction, Nonco Group and its Affiliates may take proprietary positions or undertake proprietary activities, including hedging transactions related to a Transaction or in relation to an Account, that may affect the market price, rate or other market factors underlying the Transaction or Account. C. The Counterparty consents that, without any further notice from Nonco Group, when Nonco Group enters into any Transaction with the Counterparty, Nonco Group’s shareholders, Affiliates, directors, officers, agents and/or employees may be the counterparty to the Counterparty during such Transaction for any proprietary account or an account in which any of them has a direct or indirect interest.

Activities of the Parties. The Global Building Network will be the primary action platform for work toward the objectives of the initiative. Each Party will contribute within its mandate and approved programs of work. The GBN will conduct activities related to research, education, and collaboration. • Research will be conducted directly by PSU and through a global consortium of research institutions related to building and energy design, technology, delivery, maintenance, improvement, life-cycle performance, management, finance, and regulation. Research will focus on the dual goals of (1) systematically articulating a new science of sustainable high performance buildings as a foundation for both educational curricula and professional practice, and (2) supporting in-the-field efforts to drive transformation. • Education will be conducted through online, PSU-based classroom, and in-the-field courses and other informational and instructional resources. • Collaborations will be developed primarily through the global research consortium and a network of practice focused UNECE-designated Centers of Excellence.

Activities of the Parties. Each of the Company and Parent agrees that, between the date of this Agreement and the Effective Time (or such earlier date on which this Agreement may be terminated in accordance with its terms), it will not, and it will use its reasonable best efforts to cause its Affiliates not to, directly or indirectly, take any action that could reasonably be expected to prevent or materially delay the consummation of the Merger, including entering into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to: (i) obtain the expiration or termination of the waiting period under the HSR Act applicable to the Merger and the other transactions contemplated by this Agreement, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order that could materially delay or prevent the completion of the Merger and the other transactions contemplated by this Agreement, or (iii) obtain all authorizations, consents, Orders and approvals of Governmental Entities necessary for the consummation of the Merger and the other transactions contemplated by this Agreement.

Activities of the Parties. 3.1 The Parties undertake to develop the Project, as indicated in Annex 2. The Activities of the Parties shall be carried out according to the following Work-Packages (“WP”) and according to the details, procedures and deadlines expressly detailed in Annex 2. 3.2 The WP, in particular, shall aim to achieve the following results: (a) WP1: …; (b) WP2: …; (c) WP3: …; (d) The Scientific Coordinator shall perform their activity at ...; the Partners’ researchers shall perform their activity at ..

Activities of the Parties. 2.4.1 The Parties must cooperate in order to maximise the business opportunities of the Company and of the Associated companies as a commercial enterprise. 2.4.2 Each Party confirms its intention to act in the interests of the Company, to fully consult about all issues that can considerably influence the development of business of the Company, that relate to management of the Company. The Parties confirm their intention to act in good faith towards each other. 2.4.3 Any of the Parties, independently from any rights of voting and other rights that it can have as the shareholder of the Company according to the Statute or the provision of the applicable laws, must always vote with its shares or take any other actions that can be necessary (including signing of unanimous approvals and decisions) in order to: (a) that the Projects to be realized and the profits from them are distributed to the Parties in accordance with the present Agreement; (b) that the Company, its executive bodies and members of the Projects Committee of the Company nominated according to proposal of such Party is able to fully and timely execute all provisions of the present Agreement and other arrangement between the Parties; (c) Without limitation to the general provisions of the above sub-clause (a), that the Company, its executive bodies and members of the Projects Committee of the Company nominated according to proposal of such Party is able to increase the value of the Company and of its Shares as well as the value of assets and shares of the Associated companies; (d) ensure that all services provided to the Company by a Party or its Affiliate shall be provided at a fair market value and at non-discriminatory conditions. The conditions (including the price) proposed to the Company by a Party or its Affiliated company in relation with any deal shall not be less profitable to the Company than conditions at which the Company could get such services from third parties. 2.4.4 The Parties hereby agree that they shall undertake all actions required for realisation of Projects in accordance with the present Agreement and other arrangement between the Parties. Notwithstanding the general provisions of the above phrase, and in order to avoid doubts, unless otherwise agreed by the Parties in writing, the Parties assume the following obligations: (a) to provide all necessary management, professional and, except for BB, financial resources for the purpose of realization of the Projects and increa...

Activities of the Parties. 3.1 The Parties undertake to develop the Project, as indicated in Annex 2. The Activities of the Parties shall be carried out according to the following Work-Packages (“WP”) and according to the details, procedures and deadlines expressly detailed in Annex 2. 3.2 The WP, in particular, shall aim to achieve the following results: (a) WP1: (b) WP2: (c) WP3: (d) The Scientific Coordinator shall perform their activity at ; the Partners’ researchers shall perform their activity at . Each Partner declares that the respective contractual relationships with the members of its research team involved in the Project are in compliance with the terms of the present Agreement, with particular but not exclusive reference to the rights of the Parties with regard to the Foreground IP as set forth in Section 5 below and in compliance with section 65 of the Italian Legislative Decree 30/2005. In any case, each Partner undertakes to bind the members of its research team involved in the Project to comply with the obligations set forth in the present Agreement.