CERTAIN CLIENT OBLIGATIONS Sample Clauses

The 'Certain Client Obligations' clause defines specific responsibilities that the client must fulfill under the agreement. Typically, this includes providing necessary information, access, or resources required for the service provider to perform their duties, such as timely feedback, data, or approvals. By clearly outlining these obligations, the clause ensures that both parties understand what is expected from the client, thereby reducing misunderstandings and helping to prevent delays or disputes during the course of the engagement.
CERTAIN CLIENT OBLIGATIONS. 3.1 Location of Systems. Client will not remove all or any part of the Systems for which SCT (TMD) has Operational Responsibility from the Location on or after the Commencement Date without first obtaining SCT (TMD)'s prior written consent. Neither Client nor SCT (TMD) will remove any markings appearing on any Hardware, Application Software, or Systems Software signifying ownership thereof. Notwithstanding the foregoing, Client may relocate its existing data center to a different Location at Client's sole cost and expense. In such event, and in addition to all other amounts payable under this Agreement, Client will reimburse SCT (TMD) for all costs incurred by SCT (TMD) as a result of such relocation, including relocation and termination costs in connection with SCT (TMD) personnel providing OnSite Services. In addition, the parties agree to negotiate in good faith to determine how SCT (TMD) will additionally be compensated under this Agreement for any increase in costs (such as, but without limitation, any increased labor costs resulting from Client establishing a Location in an area with a higher cost of living) that SCT (TMD) realizes as a result of such Location change.
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CERTAIN CLIENT OBLIGATIONS. 2.1 Upon ICT's reasonable request, Client agrees to make its personnel, including appropriate professional personnel, administrative personnel and other employees, reasonably available for consultation at mutually convenient times in order to assist ICT to perform its own obligations under this Agreement. Confidential - Management Service Agreement -
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CERTAIN CLIENT OBLIGATIONS. 2.1. In order for ICT to perform its obligations hereunder, Client shall keep its Information current and its Telecommunications Equipment operational at all times. Equipment failure will negatively impact performance and Service Levels. 2.2. Upon ICT's reasonable request, Client agrees to make its personnel, including appropriate professional personnel, administrative personnel and other employees, reasonably available for consultation at mutually convenient times in order to assist ICT to perform its own obligations under this Agreement.
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CERTAIN CLIENT OBLIGATIONS. During the Term, Client shall: 2.13.1 Properly ▇▇▇▇, label and package all Products in accordance with all applicable laws and include a manifest showing sizes or specific stock keeping units. 2.13.2 Comply with all applicable laws to which Client is subject including, without limitation, those with respect to the manufacture of Products, their safety, labeling, packaging, advertising, marketing and sale, pricing under government programs and, to the extent applicable, advance verification of distributees’ licensure or authorization to receive and/or prescribe Products (or samples thereof). 2.13.3 Provide CHR on a timely basis with true and correct information necessary for CHR to perform its duties hereunder, including, without limitation, information regarding the Products, all contracts and pricing agreements, promotional policies and other information as may be needed by CHR in connection with its duties hereunder, and validate in advance of shipment the distributees designated by CHR to receive shipment of such Products as may be required for CHR to comply with any obligations under applicable laws (including, without limitation, the Prescription Drug Marketing Act and regulations promulgated thereunder). CHR shall be entitled to rely upon all such information provided without independent verification, shall have no liability with respect to, and shall be indemnified and held harmless by Client from and against the inaccuracy or inadequacy of, such information. 2.13.4 Promptly notify CHR if Client becomes the subject of any pending, or becomes aware of any threatened, investigation by a governmental or regulatory authority (“Regulatory Authority”) involving any Product with respect to which CHR performs or has performed Services pursuant to this Agreement. Client shall reimburse CHR for the time charges, at the hourly rate set forth in Item 7 on Exhibit B for all CHR personnel who shall (a) be required by such Regulatory Agency or by Laws, (b) be requested by Client to produce information or documentation or give testimony or other services in connection with such investigation, or (c) be required in response to a subpoena or other compulsory legal process in which CHR is not a named party. 2.13.5 Provide CHR, promptly upon request, with true, complete and correct information necessary for CHR to perform its Services hereunder, including, without limitation, the following: documents reflecting regulatory approval of the Product or other basis for mark...
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Related to CERTAIN CLIENT OBLIGATIONS

  • 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.

  • Recipient Obligations The Recipient agrees to: protect and maintain the confidentiality of all Confidential Information using at least the same level of care it uses to safeguard its own confidential information, but in no case less than a commercially reasonable standard of care; refrain from using the Disclosing Party’s Confidential Information, or allowing it to be accessed or used, for any purpose other than the Purpose or related transactions between the Parties, or in any way that could harm the Disclosing Party, including, but not limited to, reverse engineering, disassembling, decompiling, or circumventing the Disclosing Party’s proprietary services, products, or confidential intellectual property; not disclose any Confidential Information to any individual or entity, except to its Representatives who: need access to the Confidential Information to assist the Recipient or act on its behalf in connection with the Purpose or to exercise the Recipient's rights under this Agreement; are informed by the Recipient of the confidential nature of the information; and are bound by confidentiality obligations to the Recipient that are at least as stringent as the terms of this Agreement. The Recipient is responsible for any breach of this Agreement caused by any of its Representatives. Except as required by applicable federal, state, or local law or regulation or as agreed in writing by the Disclosing Party, the Recipient shall not, nor shall it permit its Representatives to, disclose to any third party: that the Confidential Information has been made available to them or their Representatives, or that they have reviewed any portion of the Confidential Information; that any discussions or negotiations related to the Confidential Information or the Purpose are ongoing or may take place, including any details on the status of such discussions or negotiations; or any terms, conditions, or arrangements being discussed or negotiated in connection with the Confidential Information or the Purpose.

  • PROCUREMENT OBLIGATIONS Notwithstanding any other provisions of this Part B, where in this Part B the Customer accepts an obligation to procure that a Former Supplier does or does not do something, such obligation shall be limited so that it extends only to the extent that the Customer's contract with the Former Supplier contains a contractual right in that regard which the Customer may enforce, or otherwise so that it requires only that the Customer must use reasonable endeavours to procure that the Former Supplier does or does not act accordingly.

  • Local Church’s Payment Obligations At Closing or otherwise prior to or on the Disaffiliation Date, Local Church shall pay to the Annual Conference, in a manner specified by Annual Conference, the following: (a) Local Church shall have the right to retain its Real Property and Personal Property, tangible and intangible property without charge. Any costs relating to Local Church’s retention of its property will be borne by Local Church. (b) Any unpaid apportionments for the twelve (12) months immediately prior to the Disaffiliation Date, as calculated by Annual Conference, totaling Seven Thousand Nine Hundred Fifty-Two and 00/100 Dollars ($7,952.00) (for clarity, any amounts paid within the twelve (12) month period set out above shall be credited to the Local Church at Closing); (c) An additional twelve (12) months of apportionments, as calculated by Annual Conference, totaling Seven Thousand Nine Hundred Fifty-Two and 00/100 Dollars ($7,952.00); (d) An amount equal to Local Church’s pro rata share, as determined by Annual Conference, of Annual Conference’s unfunded pension obligations, based on the Annual Conference’s aggregate funding obligations as determined by the General Board of Pension and Health Benefits using market factors similar to a commercial annuity provider, totaling Nineteen Thousand Eight Hundred Thirty-Seven and 00/100 Dollars ($19,837.00); (e) If any clergy currently appointed to the Local Church will remain in The United Methodist Church after the Local Church disaffiliation, an amount equal to six (6) months salary, housing (if receiving a housing allowance), and pension/health benefits for the clergy, being Zero and 00/100 Dollars ($0.00). The intent of this provision is to provide salary and benefits to the clergy from January 1, 2024 through July 1, 2024, which is a period of time in which the clergy will not have an appointment to a church. (f) Any unpaid loans (secured or unsecured) owed to the Annual Conference or other United Methodist entities such as The United Methodist Foundation of Western North Carolina (unless those loans are assigned or transferred per Section 3.2 below), and any investment portfolio needs which require modifications or assignments; (g) The aggregate amount of any and all grants awarded and paid to Local Church by Annual Conference or any affiliate or subsidiary thereof within the prior ten (10) years; and, (h) All costs of the transfer of any assets involved hereunder and transactions set out herein, as well as the legal fees of the Annual Conference incurred in connection with this Agreement.

  • Independent Obligations The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Capital Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 4.3 hereof.