Respective Obligations of the Parties Sample Clauses

The 'Respective Obligations of the Parties' clause defines the specific duties and responsibilities that each party must fulfill under the agreement. It typically outlines what actions or services each party is required to perform, such as delivering goods, making payments, or providing information, and may specify timelines or standards for performance. By clearly delineating these obligations, the clause helps prevent misunderstandings and disputes by ensuring that both parties understand their roles and what is expected of them.

Respective Obligations of the Parties. On November 22, 2017, the Government of Canada unveiled the “National Housing Strategy”, to which Quebec did not subscribe, and based on which it established a housing partnership framework with the provinces and territories, with the exception of Quebec. Quebec has had, for more than 50 years, its own housing system that it administers by supporting the initiatives of partners from the municipal sector, non-profits and the private sector through the SHQ's programs and actions. The Government of Canada and the Government of Quebec share common objectives of reducing the number of Quebec households in Housing Need, including Indigenous people, seniors, families, victims of violence and persons with disabilities, in particular by increasing the Housing supply, preserving Housing and supporting Affordability. Canada’s financial contribution in this context is acknowledged; it is, however, made with respect for Quebec’s jurisdiction. a. Obligations and role of the SHQ b. Obligations and role of CMHC

Respective Obligations of the Parties. The County reserves the right to accept or reject any and all requests/requirements for County-provided resources, including equipment, materials, facilties or support. County does not reimburse any travel expenses (e.g., gas/mileage, parking) incurred by the Contractor. The table below delineates each Party's responsibility for the activities/services that are necessary to implement and complete the project: System Operations Report 1. Run system operations reports LAN/WAN Administration & Supervision 1. All LAN/WAN administration, supervision and support DocuSign Envelope ID: 46E92DE6-41F7-4244-8F8A-51C882BE0792 Activity IDEMIA Responsibility OCCL Responsibility Attachment A User Management 1. System administrators will be responsible for user management including: a. Creating users b. Establishing and modifying user access rights C. Enabling and disabling user accounts d. Deactivating users 1. Provide an end-user help desk, which shall: a. Serve as the first level support, providing assistance to operations personnel for workstation related questions and issues b. Notify and coordinate the notification of support resources, within your organization and to IDEMIA as dictated by the situation. C. Provide call follow-up and escalate issues to IDEMIA as necessary Help Desk 1. Provide Call Center support per your service agreement, including a 1-800 number and email access 2. Record and track all service calls in our database 3. Dispatch local Customer Support Engineers as required per the Scope of Work Delivery of Consumables 1. Provide data backup tapes, Ink cartridges, paper, batteries and other consumables System Monitoring 1. System administrators should monitor key components of the system, including: a. In-process transactions b. Services, interfaces and databases C. Notifications when an abnormal event is detected System and Transaction Management 1. System administrators will manage key components of the system, including: a. Stopping and re-launching of all transactions in the system b. Enabling and purging transactions C. Changing transaction priority Corm!}' ofOrange DocuSign Envelope ID: 46E92DE6-41 F7-4244-8F8A-51C8B2BE0792 Attachment A Activity IDEMIA Responsibility OCCL Responsibility

Respective Obligations of the Parties. The County reserves the right to accept or reject any and all requests/requirements for County-provided resources, including equipment, materials, facilties or support. County does not reimburse any travel expenses (e.g., gas/mileage, parking) incurred by the Contractor. The table below delineates each Party’s responsibility for the activities/services that are necessary to implement and complete the project: System Operations Report 1. Run system operations reports LAN/WAN Administration & Supervision 1. All LAN/WAN administration, supervision and support User Management 1. System administrators will be responsible for user management including: a. Creating users b. Establishing and modifying user access rights c. Enabling and disabling user accounts d. Deactivating users Help Desk 1. Provide Call Center support per your service agreement, including a 1-800 number and email access 2. Record and track all service calls in our database 3. Dispatch local Customer Support Engineers as required per the Scope of Work 1. Provide an end-user help desk, which shall: a. Serve as the first level support, providing assistance to operations personnel for workstation related questions and issues b. Notify and coordinate the notification of support resources, within your organization and to IDEMIA as dictated by the situation. c. Provide call follow-up and escalate issues to IDEMIA as necessary Delivery of Consumables 1. Provide data backup tapes, Ink cartridges, paper, batteries and other consumables 1. System administrators should monitor key components of the system, including: a. In-process transactions b. Services, interfaces and databases c. Notifications when an abnormal event is detected System and Transaction Management 1. System administrators will manage key components of the system, including: a. Stopping and re-launching of all transactions in the system b. Enabling and purging transactions c. Changing transaction priority Activity IDEMIA Responsibility OCCL Responsibility d. Starting and stopping of all services, interfaces and databases of the system Storage Space Monitoring 1. Monitor storage space indicators to look for alerts of failure or of approaching capacity thresholds and make appropriate notifications Data Backup Management 1. Perform periodic backups of the system databases and verify the backups Hardware Preventive Maintenance 1. Perform all necessary preventive hardware maintenance 2. Down time for performing hardware preventative maintenance...

Respective Obligations of the Parties. In the event that a portion of any Earn Out Payment is paid into escrow as contemplated by Section 20 of the Contract, such escrowed amount will result in a reduction of the principal amount due hereunder except to the extent that the underlying claim is a claim for which the Current Operator (as defined in the Contract) is liable under those provisions of the Management and Marketing Services Agreement (as defined in the Contract) that are deemed to survive pursuant to the terms of that certain Termination Agreement of even date herewith by and between the Holder and the Current Operator (as defined in the Contract).

Respective Obligations of the Parties

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Obligations of the Parties Clause 8

Obligations of Parties Nothing herein shall relieve a Party of its obligations under the Federal Rules, the Bankruptcy Rules, the Federal Rules of Evidence, and the Local Rules, or under any future stipulations and orders, regarding the production of documents or the making of timely responses to Discovery Requests in connection with the Cases.

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 to the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

Negative Obligations any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done;

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