Group Obligations Clause Samples

The 'Group Obligations' clause defines the responsibilities and commitments that apply collectively to a group of related entities, such as subsidiaries or affiliates, rather than just the primary contracting party. In practice, this clause may require all members of a corporate group to fulfill certain duties, provide guarantees, or comply with specific terms under the agreement. Its core function is to ensure that obligations are not limited to a single entity, thereby reducing the risk of non-performance and providing greater assurance to the other party that the entire group stands behind the agreement.
Group Obligations. 3.4.1 GROUP SHALL (A) KEEP THE LICENSED TECHNOLOGY FREE AND CLEAR OF ANY AND ALL CLAIMS, LIENS AND ENCUMBRANCES INCURRED OR CAUSED BY GROUP, (B) NOTIFY HYTHIAM PROMPTLY IF AND WHEN IT BECOMES AWARE OF ANY USE OR DISCLOSURE OF ALL OR PART OF THE LICENSED TECHNOLOGY NOT AUTHORIZED BY THIS AGREEMENT AND (C) BE RESPONSIBLE FOR ALL THE COST AND ALL LIABILITY OR RISK OF LOSS ASSOCIATED WITH THE USE BY GROUP OF THE LICENSED TECHNOLOGY AS CONTEMPLATED BY AND IN THIS AGREEMENT ARISING FROM THE ACTION OR FAILURE TO ACT OF GROUP. THE RIGHTS SET FORTH IN THIS SECTION 3 REPRESENT GROUP’S ONLY RIGHTS WITH RESPECT TO THE USE OF ALL OR ANY PORTION OF THE LICENSED TECHNOLOGY. ANY USE OF ALL OR ANY PORTION OF THE LICENSED TECHNOLOGY OUTSIDE THE SCOPE OF SUCH RIGHTS IS STRICTLY PROHIBITED.
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Group Obligations. A. Group shall: 1. Develop and amend the terms and conditions of the HRA Plan. Group acknowledges and agrees that the terms and conditions of the HRA Plan shall be consistent with the administration provided by ▇▇▇ as outlined in the Plan of Benefits. 2. Provide PAI with all information required by PAI (in a format reasonably acceptable to PAI) in order to provide the Services. Such information will include, but not be limited to, Members’ Social Security numbers in order to comply with Medicare secondary payer provisions of federal law. 3. Group will notify PAI as soon as possible of a change in a Member’s eligibility to participate in the HRA Plan (e.g., employment status or a change in coverage). PAI is not responsible for erroneous payments or overpayments of Claims Amounts resulting from the Employer’s untimely reporting to PAI. 4. Provide PAI with all data necessary to ensure PAI can accurately and timely debit and credit the HRA Plan. Group will provide such data electronically where possible. 5. ▇▇▇▇▇▇ ▇▇▇ of the amount of Group’s funds to allocate to each Member’s account under the HRA Plan, and the date upon which to make such allocation, in accordance with the Plan of Benefits. Group agrees that PAI is not responsible for ensuring the accuracy of the Group’s payroll or other data. 6. Provide an acceptable bank account (and execute any associated documentation) in the name of Group from which electronic funds transfers can be made for the purpose of paying Claims Amounts, and maintain in that account funds sufficient to satisfy the HRA Plan’s obligations. 7. Comply with federal and state laws and regulations applicable to the HRA Plan, its fiduciaries and Group. 8. Be responsible for all fiduciary duties associated with the HRA Plan, unless otherwise stated expressly in this Agreement. 9. Determine and provide PAI with any applicable reimbursement procedures and practices that are not specified in the Plan of Benefits; provided that such reimbursement procedures and practices must be acceptable to and agreed upon by PAI in advance. 10. Be solely responsible for administration of the HRA Plan and claims pursuant thereto, following termination of the Services, except as otherwise stated expressly in this Agreement. 11. Provide PAI with written notice of any proposed modification to the HRA Plan at least forty-five (45) days prior to its effective date. 12. Be solely responsible for paying any negative balances for the HRA Plan, if applicable. 13. E...
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Group Obligations. Group shall: A. Provide a Final Guest List by the date indicated in Section 2(i) of this Agreement. Legends reserves the right to refuse admission to the Event to any person not on the Final Guest List or not otherwise permitted to be at the Event. The Maximum Capacity represents the legal capacity of the Licensed Premises under the guidelines of all applicable governmental agencies and the Maximum Number of Guests represents the maximum number of guests Legends can accommodate based on the type of Event. Legends shall have the right to refuse admission to any person attending the Event when the Maximum Number of Guests and/or Maximum Capacity has been reached. It is recommended (or may be required upon notice from Legends) that Group have one or more representatives in the lobby of the Venue in order to greet guests. In the event that Group does not provide a representative in the lobby, then Legends security and/or guest services shall coordinate all ingress for the Event and any such expenses incurred shall be the responsibility of Group. B. Appoint an authorized representative to place orders and pay for any additional services provided on the Event Date. Group understands that no food or beverages are permitted in the Venue other than those provided pursuant to the terms herein, unless otherwise approved in writing by an authorized agent of Legends prior to the Event. Legends may confiscate unauthorized food and beverages, or such other inadmissible items as determined by Legends in its sole discretion, found in the Venue and escort anyone found in possession thereof out of the Venue. C. Fully comply with the terms of any and all licenses applicable to the Venue and the Event (whether related to alcohol, entertainment, or any other matter) and any policies of the Venue, including, without limitation, those regarding entry, security, and safety policies, in force at the Venue at the time of the Event (see attached as Exhibit C, as may be updated by Legends in writing from time to time in Legends’ or the Venue’s sole discretion). Legends, in its sole discretion, has the right to restrict, curtail, or condition the sale of alcoholic beverages at any time in order to comply with legal restrictions or maintain order or decorum at the Venue. Group understands that Legends shall also have the right to refuse to serve alcoholic beverages to individuals who appear intoxicated (or who, in the judgment of the server, might become intoxicated if served) and the r...
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Group Obligations 
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Related to Group Obligations

  • Swap Obligations Neither the Company nor any of its Subsidiaries has incurred any outstanding obligations under any Swap Contracts, other than Permitted Swap Obligations. The Company has undertaken its own independent assessment of its consolidated assets, liabilities and commitments and has considered appropriate means of mitigating and managing risks associated with such matters and has not relied on any swap counterparty or any Affiliate of any swap counterparty in determining whether to enter into any Swap Contract.

  • ▇▇▇▇▇ 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.

  • RELATED OBLIGATIONS With respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations: a. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registration statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such registration statement. b. The Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all amendments and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and not file any document in a form to which Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the Registration Statement or any New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the Investor receives the final version thereof. The Company shall furnish to the Investor, without charge any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to the Registration Statement or any New Registration Statement. c. Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such registration statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement, a copy of the prospectus included in such registration statement and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live ▇▇▇▇▇ system shall be deemed “furnished to the Investor” hereunder. d. The Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a registration statement under such other securities or "blue sky" laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or "blue sky" laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose. e. As promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening of any event or existence of such facts as a result of which the prospectus included in any registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to any registration statement or related prospectus or related information, and (iii) of the Company's reasonable determination that a post-effective amendment to a registration statement would be appropriate. f. The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose. g. The Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section. h. The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to any registration statement and enable such certificates to be in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may request. i. The Company shall at all times provide a transfer agent and registrar with respect to its Common Stock. j. If reasonably requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective amendment such information as the Investor believes should be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any registration statement. k. The Company shall use its reasonable best efforts to cause the Registrable Securities covered by any registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities. l. Within one (1) Business Day after any registration statement which includes the Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor) confirmation that such registration statement has been declared effective by the SEC in the form attached hereto as Exhibit A. Thereafter, if requested by the Buyer at any time, the Company shall require its counsel to deliver to the Buyer a written confirmation whether or not the effectiveness of such registration statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not the registration statement is current and available to the Buyer for sale of all of the Registrable Securities. m. The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to any registration statement.

  • Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.