Emulex Obligations Clause Samples
Emulex Obligations
▇▇▇▇▇ OBLIGATIONS A ▇▇▇▇▇▇▇'s acceptance of funds directly under the Grant or indirectly through a subaward acts as acceptance of the authority of the State, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. In accordance with the legislative audit committee, DFPS can request any documentation, at any time, to be sent to DFPS to a location DFPS chooses. Examples of documentation that DFPS may request include, but are not limited to: 1. Participant files in their entirety. This includes, but is not limited to: a. Progress notes. b. Action plans. c. Registration forms. d. Surveys. e. Sign-in sheets. f. Monthly tracking forms.
Tax Obligations (a) Customer confirms that Bank is authorized to deduct from any cash received or credited to the Cash Account any taxes or levies required by any revenue or Governmental authority for whatever reason in respect of Customer’s Accounts. (b) If Bank does not receive appropriate declarations, documentation and information then additional United Kingdom taxation shall be deducted from all income received in respect of the Financial Assets issued outside the United Kingdom (which shall for this purpose include United Kingdom Eurobonds) and any applicable United States tax (including, but not limited to, non-resident alien tax) shall be deducted from United States source income. Customer shall provide to Bank such certifications, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. Customer undertakes to notify Bank immediately if any information requires updating or correcting. (c) Customer shall be responsible for the payment of all taxes relating to the Financial Assets in the Securities Account, and Customer shall pay, indemnify and hold Bank harmless from and against any and all liabilities, penalties, interest or additions to tax with respect to or resulting from, any delay in, or failure by, Bank (1) to pay, withhold or report any U.S. federal, state or local taxes or foreign taxes imposed on, or (2) to report interest, dividend or other income paid or credited to the Cash Account, whether such failure or delay by Bank to pay, withhold or report tax or income is the result of (x) Customer’s failure to comply with the terms of this paragraph, or (y) Bank’s own acts or omissions; provided however, Customer shall not be liable to Bank for any penalty or additions to tax due as a result of Bank’s failure to pay or withhold tax or to report interest, dividend or other income paid or credited to the Cash Account solely as a result of Bank’s negligent acts or omissions.
Client Obligations 3.1 The Client warrants and represents that: 3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services; 3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services; 3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading; 3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services; 3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises; 3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur; 3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and 3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start. 3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Supplier Obligations (a) Supplier shall not access (including remote access), copy, use or other process any Personal Information to be less than expressly necessary for the provision of the services subject to this Purchase Order. Supplier will ensure that the Supplier that all its obligations in relation to the processing of Personal Information by force of this Purchase Order are applied employees and representatives. (b) Supplier shall process the Data from the Novartis on your behalf only through the novartis' express instructions and will process such data exclusively for the purposes set out in this Purchase Order and in the form necessary for the implementation of the services contracted herein. (c) Where supplier is obliged to disclose any Personal Information and/or Personal Information Novartis obtained under this purchase order, due to the request for competent authority, it shall communicate immediately to Novartis on this request and always get your consent to any disclosure. (d) Supplier shall ensure strict confidentiality of Novartis Data and/or Personal Information to which you have had access during the execution of the services now contracted and not transmit or otherwise disclose this Data and/or Personal Information to third parties. (e) Supplier may not subcontract or transfer to third parties the rights and obligations assumed through this Purchase Order without the prior written consent of the Novartis. Novartis will authorize the subcontracting or transfer only if the Supplier to establish with the subcontractor a written agreement by assigning to the subcontractor the rights and obligations assigned to it, under this Purchase Order. No notwithstanding the foregoing, the Supplier will remain fully responsible for the fulfillment of its obligations and the subcontractor, under this Purchase Order. (f) Supplier shall comply with all obligations relating to the Data Security of the Novartis and/or Personal Information to which have access, equivalent to those imposed on the Novartis, and shall adopt and implement all technical and organizational measures to adequately protect Novartis Data against any change, use and disclosure not accidental loss or destruction or illegal. (g) Supplier shall, upon Novartis request or at the end of this Purchase Order, destroy or return to Novartis all Personal Information and/or Personal Data of Novartis collected, stored and processed in the scope of this Purchase Order as well as all materials or documents generated or used by supplier in the execution of the services subject to this Purchase Order information in which there is any information Novartis' ownership. (h) Supplier shall inform Novartis immediately about any breakage or failure security or privacy of Novartis Data and/or Personal Information and supplier must cooperate with Novartis in the solution of such failures, including data recovery or any other form of remediation. (i) Supplier shall indemnify Novartis for any loss, damage, or complaint arising out of or arising from the non-compliance obligations assumed under this Purchase Order related to processing or implementation of technical and safety measures related to collection, storage and processing of data Novartis and/or Personal Information related to this Purchase Order.
Provider Obligations A. PROVIDER will perform the Services in accordance with the standards of care, skill, and diligence expected of a qualified, competent and experienced professional in the provision of the type of services required under this Agreement. B. PROVIDER will obtain, maintain in effect, and pay the cost for all licenses, permits, or certifications that may be necessary for PROVIDER’s performance of this Agreement. C. PROVIDER represents and warrants that there are no obligations, commitments, third party rights, or impediments of any kind that will limit or prevent PROVIDER’s performance of the Services.