At all times the Receiving Party shall keep and maintain all Confidential Information of the Disclosing Party in a safe and secure place with reasonable safeguards to insure that unauthorized persons do not have access to such Confidential Information. Upon discovery of any unauthorized disclosure or use of Confidential Information of the Disclosing Party, the Receiving Party shall immediately notify the Disclosing Party and take all reasonable steps to prevent its further unauthorized disclosure or use.
At all times. (a) Receive, take, endorse, assign, deliver, accept and deposit, in the name of Triumph or Client, any and all Proceeds of any Collateral securing the Obligations or the Proceeds thereof; (b) Take or bring, in the name of Triumph or Client, all steps, actions, suits or proceedings deemed by Triumph necessary or desirable to effect collection of or other realization upon Triumph’s Accounts; (c) File any claim in connection with any bond or any trust fund; (d) Pay any sums Triumph, in its sole and exclusive discretion, deems necessary including the discharge of any Security Interest, lien or encumbrance which may be senior to Triumph’s Security Interest in any assets of Client, which sums shall thereafter be included as Obligations hereunder; (c) File and enforce in the name of Client or Triumph, or both, a mechanics or any other form of lien or related notices, or claims under any payment bond, in connection with goods or services sold by Client; (f) Notify any Payor obligated with respect to any Account, that, inter a/ia, the Account has been assigned to Triumph by Client and that payment thereof is to be made to the order of and directly and solely to Triumph; (g) Communicate directly with Client’s Payors, regardless of whether any actual Obligation is due at the time of such communication, to verify the amount and validity of any Account created by Client; (h) Accept, endorse and deposit any checks tendered by an Account Debtor “in full payment” of its obligation to Client and Client shall not assert against Triumph any claim arising therefrom, irrespective of whether such action by Triumph effects an accord and satisfaction of Client’s claims, under §3-311 of the Uniform Commercial Code, or otherwise; (i) File, amend and correct any addresses with the proper federal, state and local authorities and (j) Affix an electronic version of the signature of Client to any notification of assignment or other communication sent by Triumph to an Account Debtor, the Internal Revenue Service or other governmental or regulatory agency.
At all times. (a) All insurances required by applicable laws and regulations. ANNEX G EXISTING LIENS Ambow Group Lien Assets As of March 2012 Loan Amount (Chinese Certificated Borrower Bank Names Yuan) Pledged Assets Area(M2) No Suzhou Applied Technology College Kunshan Rural Commercial Bank Zhouzhuang Branch 4,000,000 Canteen Building 5,599.57 241004882 Suzhou Applied Technology College Kunshan Rural Commercial Bank Zhouzhuang Branch 1,000,000 Land attached to Canteen Building 1,477.90 12003117109 Kunshan Zhouzhuang Taishidian Tourism Scenic Area Development Co., Ltd. Kunshan Rural Commercial Bank Zhouzhuang Branch 8,500,000 Campus Land 26,153.40 12003117109 Kunshan Zhouzhuang Taishidian Tourism Scenic Area Development Co., Ltd. Kunshan Rural Commercial Bank Zhouzhuang Branch 2,000,000 Front Store Rooms 4,971.97 241006511-6 91 ANNEX H
At all times. (i) the Regular Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Regular Trustee unless the Regular Trustee acted contrary to the specific provisions and intent of this Agreement with willfull misconduct, gross negligence or bad faith;
At all times. Lessee shall keep and maintain full and correct records and books of account of the operations of Lessee in the Demised Premises and records and books of account of the entire business operations of Lessee in accordance with sound accounting practices. Upon request by Lessor, Lessee shall make available for inspection by Lessor or its designee, during reasonable business hours, the said records and books of account covering the entire business operations of Lessee on the Demised Premises.
At all times during the term of this Agreement, Employee shall maintain at his/her own cost and expense a malpractice and liability insurance coverage in the amount of $1,000,000/$3,000,000. Employee agrees to deliver a certificate of insurance to the Employer evidencing aforementioned coverage before the date of commencement of employment hereunder. This certificate of insurance shall provide that said insurance policy will not be cancelled without at least a thirty (30) day prior written notice to the Employer.
At all times. You shall not obstruct access to a Supply Point at any time and you shall ensure that, where access to a Supply Point requires a key, accompaniment by your or a representative or any form of assistance, access to a Supply Point shall not be unduly delayed as a result of non-availability. If we or our Agents are unable to gain safe and reasonable access to a Meter Point at any time, we may Notify you of the situation and, if it is not rectified to our satisfaction within ten (10) Working Days of the Notification, we shall pass through to you any additional costs incurred by us as a result of such failure.