OBLIGATIONS OF THE OPTIONEE Clause Samples

OBLIGATIONS OF THE OPTIONEE. As a condition of the grant of options --------------------------- to the Optionee made hereby, the Optionee agrees as follows: (a) During his or her employment by the Company, its parent or any Participating Subsidiary, the Optionee shall devote his or her exclusive business services to the Company, its parent or any Participating Subsidiary and he or she shall not accept any position, employment, gratuity, compensation or the like from any person or entity which is engaged in any aspect of the business activities conducted or engaged in by the Company. (b) The Optionee shall not, during his or her employment by the Company, its parent or any Participating Subsidiary, or at any time thereafter, directly or indirectly, use, divulge, furnish or make accessible to any one other than the Company, its parent or any Participating Subsidiary, their directors and officers (otherwise than in the regular course of the business of the Company), any knowledge or information with respect to (i) confidential *(a) is applicable to employees only. information concerning, for example (but not by way of limitation), the business, business methods and practices, market data, projections, plans, budgets, financial information of all kinds and descriptions, system data, operations data, employment data, secret processes, plans, formulae, data (including cost data), drawings, specifications, methods, technology, "know- how", or material relating to the business, products or activities of the Company and its affiliates ("Confidential Information"), or (ii) any customer usages and requirements or any customer lists of the Company. The Optionee shall not, upon leaving the Company, its parent or any Participating Subsidiary, without the prior written consent of the Company, take with him or her any Confidential Information. (c) Any inventions, processes, discoveries, "know-how" and improvements (regardless of whether the inventions, processes, discoveries, "know how" and improvements are patentable and whether or not they are made, conceived or reduced to practice during working hours or with the Company's facilities or otherwise), and any and all patent rights, letters patent, copyrights, trademarks, trade names, and applications therefor in the United States and all other countries, and any and all rights and interests in, to and under the same, conceived, reduced to practice, acquired or possessed by the Optionee (either solely or jointly with others) during his or her employme...
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OBLIGATIONS OF THE OPTIONEE. The Optionee shall: (a) permit the Optionor, or its representative duly authorized in writing, to visit and inspect any of the Properties at all reasonable times and intervals, and data obtained by the Optionee as a result of its operations thereon, provided always that the Optionor or its representative shall abide by the reasonable rules and regulations laid down by the Optionee relating to matters of safety and efficiency in its operations; (b) perform and permit to be performed all work and activities on the Properties in a good and workmanlike fashion and in accordance with all applicable laws, rules, regulations, orders, ordinances and requirements of any governmental authority and otherwise comply with all laws, rules, regulations, orders, ordinances and requirements of any governmental authority applicable to the Properties; (c) indemnify, defend and save harmless the Optionor from and against any and all costs, claims, liabilities and expenses arising out of or relating to the Optionee's activities (which shall include the activities of all employees, contractors, subcontractors, suppliers, licensees, invitees, guests and others, including trespassers) on the Properties, including but not limited to legal costs and reasonable attorney’s fees, from and after the date of this Agreement through the date of termination of any of the Options and full completion of all of the Optionee’s post-termination obligations; (d) permit the Optionor reasonable access to the results of the work done on the Properties during the last completed calendar year; and (e) deliver to the Optionor on or before March 31 in each year a report (including up-to-date maps if there are any) describing the results of work done in the last completed calendar year, together with reasonable details of expenditures made.
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OBLIGATIONS OF THE OPTIONEE. ‌ 9.1 During the Option Period the Optionee will: (a) maintain the Property in good standing with all applicable government entities, including payment of all taxes and performing all required assessment work and making such filings and recordings on the Property as are necessary to maintain title and will perform all other actions that may be necessary to keep the Property free and clear of all liens and other charges arising from the exploration activities undertaken hereunder, except those at the time contested in good faith by the Optionee;‌ (b) apply all exploration credits in respect of Mining Work performed by the Optionee in a manner that maintains, to the greatest extent possible, at least the amount of exploration credits on each mineral claim comprising the Property as at the Effective Date; (c) permit the directors, officers, employees and designated consultants of the Optionor, at their own risk and expense, to visit the Property at all reasonable times, provided 48 hours of advance notice of such visit is provided to the Optionee, provided that the Optionor agrees to indemnify the Optionee against and to save the Optionee harmless from all costs, claims, liabilities and expenses that the directors, officers, employees and designated consultants of the Optionee may incur or suffer as a result of any injury (including injury causing death) suffered on the Property; (d) do all Mining Work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any Governmental Authority; (e) indemnify and save the Optionor harmless in respect of any and all reasonably foreseeable costs, claims, liabilities and expenses arising out of the Optionee’s gross negligence or wilful misconduct in respect of its activities on the Property; provided that the Optionee will incur no obligation thereunder in respect of claims arising or damages suffered after termination of the Option if upon termination of the Option any workings on or improvements to the Property made by the Optionee are left in a safe condition; and (f) deliver, or make available, to the Optionor the following reports: (i) comprehensive exploration reports within 30 days of request, which reports shall include without limitation the total amount of Expenditures incurred on the Property and results obtained during the calendar year ending on December 31st immediately preceding, accompanied by copies of all raw and interpreted data, ...
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OBLIGATIONS OF THE OPTIONEE. 6.1 During the Option Period, the Optionee shall, in regard to the Property: (a) permit the Optionor, at its own expense, reasonable and timely access to the results of the work done on the Property; (b) keep the Property free and clear of all liens, charges and encumbrances of every character arising from its operation hereunder (except for liens for taxes not then due, other inchoate liens and liens diligently contested in good faith by the Optionee), and proceed with all reasonable diligence to contest or discharge any lien that is filed; (c) pay, when due and payable, all wages or salaries for services rendered in connection with the Property and all accounts for materials supplied on or in respect of any work or operation performed on the Property; (d) do or cause to be done all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any applicable governmental authority; and (e) at all times during the Option Period, keep the Property in good standing in accordance with applicable laws and regulations.
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Related to OBLIGATIONS OF THE OPTIONEE

  • OBLIGATIONS OF THE OWNER 5.1 The Owner agrees to provide the requisite access and authority for Coinllectibles to have access to information necessary for Coinllectibles to carry out the Services hereunder. 5.2 The Owner shall pay Coinllectibles the Fees (each of the Fees to be paid in full in one tranche and without set-off) as follows: Minting Fee in accordance with Clause 6.1(a) below; and Commission in accordance with Clause 6.1(b) below. 5.3 The Owner shall execute the Power of Attorney in accordance with Clause 9 below.

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Conditions of the Obligations of the Purchasers The obligations of the several Purchasers to purchase and pay for the Purchased Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) On the date of execution of the Purchase Agreement and on the Closing Date, you shall have received from Deloitte & Touche LLP, independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the Securities Act Rules and Regulations, a letter, dated such a date, in form and substance reasonably satisfactory to you containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date. (b) The Registration Statement shall remain effective and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued, no proceedings for such purpose shall have been instituted or, to the knowledge of the Company or you, shall be contemplated by the Commission and the Company has not received a notice of objection to the use of the Registration Statement as an automatic shelf registration statement. The Prospectus and each issuer “free writing prospectus” shall have been timely filed with the Commission under the Securities Act, as required; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Purchasers. (c) Subsequent to the date of this Agreement, there shall not have occurred (A) any change or any development involving a prospective change not contemplated by the Time of Sale Prospectus as of the date of this Agreement in or affecting particularly the business or properties of the Company which, in the judgment of a majority in interest of the Purchasers including you, materially impairs the investment quality of the Purchased Notes, and (B) (i) any downgrading in the rating of the Purchased Notes or any other debt securities or preferred stock of or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” (registered under Section 15E of the Exchange Act) or (ii) any public announcement that any such organization has under surveillance or review its rating of the Purchased Notes or any other debt securities or preferred stock of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook. (d) You shall have received an opinion, dated the Closing Date, of a counsel for the Company, in substantially the form attached hereto as Exhibit A. In addition, such counsel shall state that such counsel has participated in conferences with officers, counsel and other representatives of the Company, representatives of the independent registered public accounting firm for the Company and representatives of the Purchasers at which the contents of the Registration Statement, the Time of Sale Prospectus and the Prospectus and related matters were discussed; and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus (except as to the matters referred to in their opinion), on the basis of the foregoing (relying as to matters of fact to a large extent upon the opinions of officers, counsel and other representatives of the Company), no facts have come to the attention of such counsel which lead such counsel to believe that (a) the Registration Statement, when it became effective and as of the date of this Agreement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Time of Sale Information as of the Time of Sale and as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) the Prospectus as of its date and as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need make no comment with respect to the financial statements and other financial data included in the Registration Statement, the Time of Sale Prospectus or Prospectus or incorporated therein or as to the Statement of Eligibility and Qualification on Form T l of the Trustee under the Indenture). (e) The Purchasers shall have received from counsel for the Purchasers, an opinion dated the Closing Date, with respect to the matters as the Purchasers shall reasonably request and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass on such matters. (f) You shall have received a certificate of the Chief Executive Officer, President or any Vice President of the Company and a principal financial or accounting officer of the Company, dated the Closing Date, in which such officers shall state, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects, (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose have been instituted, are pending or, to the best knowledge of the Company, threatened by the Commission, and (iv) that, subsequent to the date of the most recent financial statements set forth or incorporated by reference in the Time of Sale Prospectus or the Prospectus, there has been no material adverse change, nor any development or event reasonably likely to involve a prospective material adverse change, in the financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole, except as set forth or contemplated in the Time of Sale Prospectus or the Prospectus. (g) The Company will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. In case any such condition shall not have been satisfied, this Agreement may be terminated by you upon notice in writing or by telecopy to the Company without liability or obligation on the part of the Company or any Purchaser, except as set forth in Section 12 hereof.

  • Conditions of the Obligations of the Underwriter The obligations of the Underwriter to purchase the Closing Units as provided herein on the Closing Date or the Option Securities as provided herein on any Additional Closing Date, as the case may be, shall be subject to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

  • Conditions of the Obligations of the Underwriters The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: