Additional Obligations of the Parties Sample Clauses
The "Additional Obligations of the Parties" clause defines specific duties or responsibilities that each party must fulfill beyond the general terms of the agreement. These obligations may include providing certain documents, maintaining insurance, or adhering to particular standards relevant to the contract's subject matter. By clearly outlining these extra requirements, the clause ensures that both parties understand and commit to all necessary actions, thereby reducing the risk of misunderstandings or disputes during the contract's execution.
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Additional Obligations of the Parties. (a) With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the Commission that may at any time permit the Investors to sell the Registrable Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Investors' Registrable Shares may be resold pursuant to paragraph (k) of Rule 144 or any other rule of similar effect or (B) such date as all of the Investors' Registrable Shares shall have been resold and (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act.
(b) If the Company has delivered preliminary or final prospectuses to the Investors who own Registrable Shares included in any Registration Statement (each a "Selling Investor") and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Selling Investors and, if requested, the Selling Investors shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide the Selling Investors with revised prospectuses and, following receipt of the revised prospectuses, the Selling Investors shall be free to resume making offers of the Registrable Shares.
(c) In the event that, in the good faith judgment of the Company after consultation with the Company's outside legal counsel, it is advisable to suspend use of a prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall notify all investors to such effect, and, upon receipt of such notice, each such Selling Investor shall immediately discontinue any sales of Registrable Shares pursuant to such Registration Statement until such Selling Investor has received copies of a supplemented or amended prospectus or until such Selling Investor is advised in writing by the Company that the then current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Each Investor ackn...
Additional Obligations of the Parties. After the Closing, the parties shall from time to time at the request of the other party, and without further cost or expense to the requesting party, use commercially reasonable efforts to execute and deliver such other instruments of conveyance and take such other action as either party may reasonably request in order to consummate the transactions contemplated hereby and to vest in the Buyer good and marketable title to the Purchased Assets being transferred hereunder.
Additional Obligations of the Parties. 10.1 Plaintiffs, BBUSA and their respective counsel each represents and warrants that, as applicable:
10.1.1 Plaintiffs, Class Counsel and BBUSA have not been notified of any pending lawsuit, claim or legal action relating to the Products other than the Class Action;
10.1.2 Plaintiffs, Class Counsel and BBUSA have not been notified of any lawsuit, claim or legal action against BBUSA relating to the labeling of the Products brought or made by or on behalf of any person and/or entity who is not a Class Member;
10.1.3 Class Counsel and BBUSA have exercised all reasonable due diligence in ascertaining that their representations in this Settlement Agreement are true and accurate and that Class Counsel and BBUSA shall have, until the Settlement Effective Date, a continuing obligation to ensure that their representations are accurate;
10.1.4 Class Counsel and BBUSA shall notify each other within a reasonable time after learning that any of the representations in this Settlement Agreement are or become inaccurate.
10.2 Class Counsel further covenants, represents and warrants to BBUSA that:
10.2.1 Prior to the Final Approval Hearing, Class Counsel shall have explained to Plaintiffs the terms and effect of this Settlement Agreement;
10.2.2 Class Counsel has not made and will not make any undisclosed payment or promise to Plaintiffs or any other class representative;
10.2.3 Class Counsel has read and reviewed the Settlement Agreement and believes that the settlement embodied therein is in the best interests of each of its clients;
10.2.4 Class Counsel will strongly recommend to Plaintiffs that they settle their claims under the terms of the Settlement Agreement; and
10.2.5 Plaintiffs as the named plaintiffs have full authority to enter into and execute this Settlement Agreement and all related documents for, and on behalf of and to bind, themselves.
10.3 The Parties shall use their best efforts to conclude the Settlement Agreement and obtain the Final Judgment and Order. The Parties agree that it is essential that the Settlement Agreement be prosecuted to a successful conclusion in accordance with all applicable provisions of law and in the exercise of good faith on the part of the Parties. Inherent in accomplishing this mutual goal is the understanding that the Parties assume mutual obligations to each other to assist and cooperate in the effectuation of the Settlement Agreement in accordance with its terms and all applicable legal requirements. To that end, the Par...
Additional Obligations of the Parties. 4.1 The Parties represent to each other the absence of any pending or threatened litigation; proceeding or investigation that challenges or seeks to restrain or prohibit the transactions contemplated herein or shall obtain other relief in connection therewith.
Additional Obligations of the Parties. 7.1 The Parties shall, in good faith, commit to achieve the minority and women owned business subcontracting goals as set forth within the Contract. The Parties also agree to comply with the MWBE Program guidance, rules and regulations.
7.2 Each Party shall use good faith efforts to provide and make available its expertise, technical resources, and information to effectuate the intent herein and in furtherance of satisfying the Parties’ obligations to the Owner.
Additional Obligations of the Parties a. As of the date of this Amendment, no sewers exist along the proposed PCW Transmission Lines. In addition to its obligations in the HCA, PCW agrees to provide the Town of Barnstable with compensation for increased sewer- construction costs associated with the Second Project in the amount of Two Million and Four Hundred Thousand dollars ($2,400,000). PCW will make such payment to the Town within thirty (30) days after the financial closing date of the Second Project, which shall mean for purposes of this Agreement, the closing of the construction financing for the Second Project by one or more institutional lenders which is anticipated to occur within one (1) year after the bid award.
b. The Town of Barnstable affirms that the aforementioned payment provided will be for the entirety of the sewer-construction costs along the proposed PCW Transmission Lines route, consisting of: (a) Craigville Beach Road north of Craigville Beach, (b) the Four Seas Intersection, (c) Main Street and Old Stage Road in the Centerville Village Center, (d) the Old Stage Road and Route 28 intersection, (e) Old Stage Road and Shootflying Hill Road north of Route 28.
c. PCW shall provide Five Million and Five Hundred Thousand dollars ($5,500,000) to the Town of Barnstable to improve roadways and sidewalks along the public ways under which PCW proposes to install Transmission Lines. This amount shall be paid to the Town on or before PCW commences construction of the Second Project as evidenced by PCW submitting an application to the Town for a road opening/trench permit.
d. Subject to acceptance by the Superintendent of the Barnstable Public Schools, PCW shall make a donation of not less than Five Hundred Thousand dollars ($500,000) to the Barnstable Public Schools, to support the programming of Barnstable High School’s Environmental Science and Technology Lab. This donation shall be made within three (3) years after the financial close date of the Second Project. With the approval of the Barnstable School Committee, the Superintendent may also divert the funding for other similar uses at their sole discretion. PCW’s compliance with this provision is contingent on the Barnstable Public Schools’ acceptance of the proposed donation.
e. PCW will provide compensation for affected businesses and cultural institutions directly on its preferred project onshore route located along the Second Project route in accordance with the process specified in Exhibit D.
f. PCW and the Town acknowledge...
Additional Obligations of the Parties. The Purchase and Sale Agreement attached hereto may set forth additional obligations of the parties.
Additional Obligations of the Parties. 3.1. The following are obligations of J&F, without prejudice to other obligations set forth in this AGREEMENT or inherent in the provision of the services:
i. to manage the intelligence and marketing advisory services, using professionals and/or companies with technical qualification and abilities that are appropriate for the services to be rendered;
ii. to observe the laws, regulations and rules governing the activities it agrees to perform under this AGREEMENT, pursuant to the applicable law;
iii. to obtain, at its sole expenses, the licenses, permits, permissions and/or authorizations that may be necessary for full performance of the subject matter of this AGREEMENT;
iv. to cause the professionals and/or company contracted by it to fully comply with the agreed service levels, including with respect to the terms and conditions set forth in this AGREEMENT and in Exhibit I; and
v. to cause its employees and/or agents and/or professionals contracted to engage in their activities in compliance with PICPAY’s internal rules.
3.2. The following are obligations of PICPAY, without prejudice to others set forth in this AGREEMENT or inherent in the management:
i. to provide J&F, its personnel and the third parties contracted by it with the guidelines for the works and all information and documents required for performance of the services;
ii. to grant J&F’s personnel and the personal of third parties contracted by it to its facilities for provision of the services, as previously agreed between the Parties and in accordance with the rules set forth in its internal regulations; and
iii. to timely comply with the terms and conditions for payment of the amounts.
3.3. Without prejudice to the penalties set forth in this AGREEMENT, J&F shall be liable for all losses it may cause as a result of the management of the third-party services, to PICPAY and/or aggrieved third parties.
3.4. The services shall be managed with full technical and operational independence, without economic dependence between the Parties or any type of subordination and/or personality between PICPAY and the J&F’s employees, professionals and/or subcontractors.
3.5. J&F agrees to duly comply with the labor, social-security, civil and tax laws, as well as with the rules relating to occupational safety and medicine, in relation to its employees and/or agents, exempting PICPAY from any liabilities and exclusively assuming all consequences for any noncompliance with said statutory provisions.
Additional Obligations of the Parties. 7.1 Ethical Responsibilities of the Parties. Motient Services and Newco shall each refrain from doing anything that would tend to reflect adversely upon, or in any manner injure the reputation of the other (or their respective parent entities and affiliates) or adversely affect the other, or, in the case of Motient Services, adversely affect Motient Services' status as a licensed common carrier, except that a Party's enforcement of its rights and performance of its duties and obligations contained herein shall not be deemed a violation of this Section 7.1.
Additional Obligations of the Parties. 11.1 ev3 undertakes to:
(a) carry out its duties and obligations as distributor and to sell the PRODUCTS in a manner which shall not violate relevant applicable LAWS, particularly those related to marketing of medical devices and to the communication of scientific information to medical professionals;
(b) give access to INVATEC to its premises at any time during business hours to inspect the stock of the PRODUCTS upon three (3) days notice;
(c) submit to INVATEC for INVATEC’s prior approval, the concept of the brochures and marketing materials related to the PRODUCTS, provided however that such approval shall be deemed granted if INVATEC raises no objection within fifteen (15) days of receipt thereof. Such approval may only be withheld due to scientific, technical, clinical and regulatory reasons or other reasons of similar importance.