Client will Clause Samples

Client will. ‌ 6.1.1 provide such Client Materials as Xplor may reasonably require to perform its obligations under this Agreement (including providing all information Xplor deems necessary to comply with anti-money laundering and sanctions Applicable Laws);

Client will a. maintain the Collateral in such quantities that at all times the Collateral is at least equal in value to the Obligations to NFS/BANK; b. sell the Collateral only in the ordinary course of business; c. furnish NFS/BANK at such interval as NFS/BANK may prescribe, with a CLIENT’S Certificate (in such form as NFS/BANK may from time to time specify) showing the aggregate cost and wholesale market value of its inventory; d. keep accurate and complete records of the Collateral; e. give NFS/BANK such financial statements and reports and other data concerning its accounts, contracts, collections, collateral, and other matters as NFS/BANK may from time to time specify, and permit NFS/BANK or its nominee to examine all of CLIENT’S records relating thereto at any time, to make extracts therefrom; f. at NFS/BANK’S option, deposit the proceeds of all sales of Collateral in a special account established for that purpose with NFS/BANK; and g. at NFS/BANK’S request, notify accounts of CLIENT that their accounts receivable have been assigned to NFS/BANK and shall be paid to NFS/BANK. h. CLIENT agrees that NFS/BANK shall have full power to notify account CLIENT’S, collect, compromise, endorse, sell, or otherwise deal with proceeds in its own name or that of CLIENT at any time. NFS/BANK may apply cash proceeds to the payment of any Obligations, or may release such cash proceeds to CLIENT

Client will. Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Client Project Contact”), with such designation to remain in force unless and until a successor Client Project Contact is appointed;

Client will. 5.1.1 Honour/accept: (a) all valid Cards and Other Payment Service methods in accordance with the relevant Network Rules; and (b) each Direct Debit Mandate in accordance with any Direct Debit Scheme, in each case, without discrimination when properly presented by a Buyer for payment; 5.1.2 not establish a minimum or maximum Transaction amount as a condition for honouring/accepting Cards, Other Payment Service methods or Direct Debit Mandates unless expressly permitted by Applicable Law and Network Rules; 5.1.3 not add any surcharges to Transactions, unless expressly permitted under Applicable Law. Any surcharge applied, if allowed, must be advised to the Buyer before being charged, comply with all Applicable Law and Network Rules and included in the Transaction amount and not collected separately; 5.1.4 unless the Network Rules or any Direct Debit Scheme specifically states otherwise or unless agreed between the parties in writing, not request a payment before the relevant goods have been shipped or before a service is performed/provided in respect of the relevant Transaction. Unless agreed by Xplor in writing, requests for Card Authorisation which do not lead to a request for Card Capture within 10 Business Days after Card Authorisation will automatically expire and no longer be the subject of a Card Capture request; 5.1.5 display prominently on each of its premises, trading venues, Kiosks and/or websites where Client accepts Transactions, all applicable Card, Card Scheme, Other Payments Services and Direct Debit Scheme identification; 5.1.6 only accept Transactions in respect of goods and/or services that Client itself supplies; 5.1.7 notify Xplor in writing in advance of the URLs of any website in respect of which Services are to be provided; 5.1.8 upon ▇▇▇▇▇'s request (including following termination of this Agreement), promptly disclose to Xplor such information as Xplor reasonably requires in order to enable Xplor to: (a) perform its obligations; or (b) assess its financial and insurance risks, in connection with the Services; and 5.1.9 take all reasonable steps to assist Xplor in handling any query raised by a third party in relation to the Services, any Transaction, Chargeback, Assessment, Retro-Charge, Reversed DD Payment or Representment associated with the Client’s Transactions.

Client will. ‌ 12.1.1 cooperate fully with Xplor and provide such information, access and assistance as Xplor may reasonably require in the performance of this Agreement (including providing all information Xplor deems necessary to comply with anti-money laundering and sanctions Applicable Laws); 12.1.2 ensure that it meets any dependencies notified by Xplor to Client from time to time (including the minimum technical requirements for user IT equipment, network access and other matters not in Xplor’s control); 12.1.3 carry out its obligations under this Agreement, and access and use the Services, in accordance with all Applicable Law; 12.1.4 comply with all Network Rules, Card Schemes, Direct Debit Schemes and Payments User Guide; 12.1.5 save as expressly set out in this Agreement, be solely responsible (at its own cost) for the provision of all equipment, software, systems and telecommunications facilities which are necessary to enable it to receive the Services; and 12.1.6 on request, provide Xplor with evidence of compliance with the warranties and undertakings set out in Clause 12.2, including the accounting records relating to the permanent establishment/business registration as the case may be.

Client will. (a) not use the SaaS to transmit, publish, or distribute any material or information: (i) for which Client does not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the intellectual property rights of any third party; (ii) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the SaaS; (iii) that is inaccurate or misleading; (iv) that is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable; (v) that contains a virus or malicious code; or (vi) that includes the private information of another without express permission, including but not limited to contact information, social security numbers, credit card numbers or other information which a reasonable person would consider private in nature; (b) not attempt to gain access to any systems or networks that connect to the Services and SaaS except for the express purpose of using the SaaS for their intended use; (c) not engage in any activity that interferes with or disrupts the SaaS; (d) not use the SaaS in violation of the CAN-SPAM Act, Canadian Anti-Spam Legislation, or any other applicable laws pertaining to unsolicited email, SMS, text messaging or other electronic communications.

Client will a. Ensure all Students have been registered to participate in an Esri EA training event. Unregistered Student(s) will not be allowed to participate in any training event. b. Confirm all registered Students meet the minimum prerequisites for the applicable training event as described in our Course Offering. c. Submit registrations with a confirmed payment commitment at least seven (7) business days prior to the scheduled start date. Registrations submitted without payment commitment will not be a guaranteed reservation and will be added to a wait list pending payment confirmation. All wait list reservations are subject to availability. d. Be responsible for the necessary travel and accommodation arrangements for all Students and agrees that Esri EA is not responsible for losses from non-refundable travel and accommodation arrangements due to the denial of student participation as a result of non-confirmation of attendance by the student. e. Ensure Student use of Training Materials provided by Esri EA complies with the terms of this Agreement outlined in Article 5. f. Assume full responsibility for Student attending training course(s) under this Agreement. Client agrees to indemnify Esri EA, its officers, directors, and employees for any and all claims, liabilities, and expenses (including reasonable legal fees) arising out of or based on any uncured material breach by Student of the terms and conditions of this Agreement. g. Accept that all Students are expected to attend sufficient course duration to be eligible for a course certificate. h. Ensure that for Client site training all Students have access to a dedicated computer that meets the recommended system specifications of the software required for the training.

Client will. (i) respond to requests from eMazzanti on a timely basis; (ii) have at least one Client Contract Contact available during regular business hours and authorized to approve any change or amendment to Client Services and to approve any disputes related to the Client Services and provide other information and assistance to eMazzanti; (iii) provide eMazzanti with timely and accurate information and documentation; (iv) make available to eMazzanti other Client personnel familiar with the Client's requirements and with the expertise to permit eMazzanti to undertake and complete its obligations; (v) maintain a proper operating environment for the Client Services; (vi) provide a safe area for eMazzanti to perform any Client Services required to be performed on the Client's site; (vii) provide for all power, environmental requirements, supplies, cabling, communications facilities, and all other equipment and facilities required.

Client will. (i) pay the undisputed Price due to Patheon for the Services performed or for Materials [**]; (ii) pay all actual costs and expenses, including any applicable handling fees, incurred by Patheon to complete wind-down activities as agreed by the Parties; (iii) pay any other termination costs, non-refundable and non-cancellable fees and expenses in a Project Agreement [**]; (iv) on or before [**] days from the date of the Remaining Materials Notice in Section 7.3(a): (A) remove all the Remaining Materials from each Facility identified in the Remaining Materials Notice; or (B) provide Instructions to Patheon detailing and directing how and where Patheon should either (i) dispose of, or (ii) ship, to a location neither owned nor operated by Patheon, all the Remaining Materials (together “Disposition”); (v) if Client provides Patheon with Instructions regarding shipment or disposal of Remaining Materials, the shipment or disposal will be provided under a Project Agreement. If this MSA has been terminated or is expired, this MSA will survive and will govern any applicable Project Agreement, including a new Project Agreement, if required, until shipment or disposal, is completed; and (vi) if Client fails to respond to the Remaining Materials Notice [**] if Client fails to respond [**] on or before [**] days from the date, Patheon may, in its sole discretion, dispose of the Remaining Materials. This right to dispose of Remaining Materials only occurs in circumstances [**] Remaining Materials Notice or the Second Notice and such notices were delivered in strict compliance with Section 13.6 “Notices” (provided however, if the notices are unable to be delivered through no fault of Patheon based upon the notice being marked by the delivery service as, for example “unable to deliver” or “rejected” or “return to sender” or “moved, no forwarding address”, the notice will be deemed delivered in strict compliance). [**]. [**]Patheon will retain all statutory and common law rights regarding the disposal [**] Patheon will invoice Client and Client agrees to pay all fees and expenses associated with Patheon’s disposal of the Remaining Materials.