Company Commitments Sample Clauses
Company Commitments. The Company commits to develop and apply:
(a) The careful and successful selection of staff, competency based training and quality management;
(b) Policies and procedures will be carefully managed and we will develop a series of written Quality, Operational, Administrative and Human Resource procedures. These procedures shall be provided to the employees covered by this Agreement;
(c) Operational Instructions and job specifications are the best way of ensuring Officers are fully aware of requirements. G4S will ensure that there is a full set of Operational Instructions approved by the Customer. G4S Officers will be fully conversant with all relevant Operational Instructions; and
(d) G4S will cover license costs and training to all existing staff to obtain the required endorsed vehicle accreditation relevant to meet contract requirements. Any new employees must have the relevant accreditation as a condition of their employment. If an employee leaves within three months of obtaining accreditation, the employee will reimburse the full accreditation costs to the Employer. This reimbursement will not apply to terminations of employment by the Employer.
Company Commitments. (1) In accordance with the terms hereof, ****, Company shall pay Label the **** payable connection with the use and exploitation of Authorized Materials under this Agreement **** (subject only to the exceptions set forth in Paragraph 4(a)(6) below) and **** (the “****”). **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(2) In accordance with the terms hereof, ****, Company shall pay Label the **** payable connection with the use and exploitation of Authorized Materials under this Agreement **** (subject only to the exceptions set forth in Paragraph 4(a)(6) below) and ****) (the “****”).
(3) Additionally, Company shall pay Label **** (i) **** paid in respect of the Term, and (ii) **** plus **** plus the amount of the **** (if any) and **** (if any), ****.
(4) In accordance with the terms hereof, ****, Company shall pay Label **** payable in connection with the use and exploitation of Authorized Materials under this Agreement ****.
(5) In accordance with the terms hereof, ****, Company shall pay Label **** Fees payable in connection with the use and exploitation of Authorized Materials under this Agreement ****.
(6) For the avoidance of doubt, the ****, the ****, the **** and the ****, shall **** of the Term. Notwithstanding the foregoing or anything elsewhere in this Agreement, the determination and calculation of **** under Paragraph 4(a)(1) above, **** under Paragraph 4(a)(2) above, ****, respectively, shall be made without reference to the amount of any wholesale fees paid to Label or Orchard in connection with: (i) services offered via the ****; (ii) Services **** with a **** pursuant to ****; (iii) any **** pursuant to any **** entered into pursuant to the **** prior to the **** that ****, but solely for the **** of the applicable **** in the applicable ****, unless expressly provided otherwise in the applicable ****; and (iv) any **** pursuant to any **** entered into pursuant to the **** during the Term for the applicable **** in the applicable ****, unless expressly provided otherwise in the applicable such ****.
(7) To the extent any amounts payable hereunder are required to be converted ****, for purposes of converting such amounts to **** of the ****, such conversion shall be made based on the exchange rates set forth in ****. Company shall include applicable conversions **** using such exchange rates in monthly Financial Statements.
(8) In the eve...
Company Commitments. The Company agrees that it will comply with
Company Commitments. (i) Section 3.14 of the Disclosure Schedule contains a complete and accurate list of all Contracts to which the Company or any of the Group Companies is bound that involve payments in excess of US$10,000 (collectively, the “Material Contracts”). Each of the Material Contracts has been made available for inspection by the Investors and their counsel.
(ii) Except as set forth on Section 3.14 of the Disclosure Schedule, there are no Contracts of the Company or any of the Group Companies containing covenants that in any material way purport to restrict the business activity of the Company or any of the Group Companies, or limit in any material respect the freedom of the Company or any of the Group Companies to engage in any line of business that each of them is currently engaged in, to compete in any material respect with any entity or to obligate in any material respect the Company or the Group Companies to share, license or develop any product or technology.
(iii) All of the Material Contracts are valid, subsisting, in full force and effect and binding upon the Company and the Group Companies, and, to the best knowledge of such Persons, the other parties thereto.
(iv) The Company and the Group Companies have in all material respects satisfied or provided for all of their liabilities and obligations under the Material Contracts requiring performance prior to the date hereof, are not in default in any material respect under any Material Contract, nor does any condition exist that with notice or lapse of time or both would constitute such a default. The Company and the Group Companies are not aware of any material default thereunder by any other party to any Material Contract or any condition existing that with notice or lapse of time or both would constitute such a material default, or give any Person the right to declare a material default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, a Material Contract.
(v) None of the Company or the Group Companies has given to or received from any Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential material violation or material breach of, or material default under, any Material Contract.
Company Commitments. The Company agrees and covenants, subject to its obligations under applicable law and regulations, that, from the Agreement Effective Date through any Termination Date: (1) it will use commercially reasonable best efforts to take or cause to be taken all actions necessary to consummate the Transactions on the terms and subject to the conditions set forth in the Term Sheet and the Definitive Documents (as defined below); 5
Company Commitments. The Company will make the following commitments in connection with the Project:
Company Commitments. The Company is committed to:
a) Maintain the highest standards of customer service (external and internal), brand integrity, financial performance and human resources management;
b) Continuously improve business capabilities and performance in all aspects of its operations;
c) At a minimum, comply with all of its legal obligations as a business and as an employer and;
d) Ensure appropriate and ethical conduct by its employees, contractors and agents in all of its business activities.
Company Commitments. As long as the Subscriber or an IQ Entity holds Securities, the Company, unless it obtains the consent of the Subscriber, in its sole and absolute discretion, undertakes for itself and for each of its Subsidiaries to the following :
a) maintain its head office, its principal establishment, the place where strategic decisions for the activities of the Company are made, as well as the majority of its operations, in the province of Quebec;
b) remain a Canadian legal entity for business and tax purposes, including remaining a resident of Canada under the Income Tax Act (Canada);
c) maintain control and ultimate ownership of all Intellectual Property, including any Intellectual Property registered in a territory other than Canada and any past, current and future Intellectual Property developed by the Group, including using its best efforts to ensure that each Person whose services are retained after the date of this Agreement by the Company or its Affiliates, either as an employee or consultant, and who will have access to, be responsible for or participate in the development of any Intellectual Property used, developed or marketed by the Company or its Subsidiaries, as the case may be, assigns in writing to the Company or a Subsidiary, as the case may be, all intellectual property rights of which it is the property and waives all non-transferable rights (including the rights moral) which relate to it;
d) use its best efforts to carry out the Project in accordance with the budgetary forecasts and schedule indicated in the Letter of Intent;
e) not use part or all of the Total Subscription Amount to prepay a debt, pay dividends, repurchase securities, make expenses or carry out projects outside the normal course of business of the Company;
Company Commitments. The Company agrees and covenants, subject to its obligations under applicable law and regulations, that, from the Agreement Effective Date through any Termination Date: (1) it will use commercially reasonable best efforts to take or cause to be taken all actions necessary to consummate the Transactions on the terms and subject to the conditions set forth in the Term Sheet and the Definitive Documents (as defined below); (2) it shall comply in all respects with the obligations set forth in Section 10, Exclusivity, hereof; (3) it will negotiate in good faith and use commercially reasonable efforts to execute, deliver, perform its obligations under, and consummate the transactions contemplated by, the Definitive Documents, the terms of which shall be in accordance with the Term Sheet; (4) it will use commercially reasonable efforts to obtain any and all consents, regulatory (including self-regulatory) approvals, and third-party approvals that are necessary and/or advisable for the implementation or consummation of any part of the Transactions; (5) it will take no actions inconsistent with this Agreement or the Term Sheet or the consummation of the Transactions, and shall take such 6 additional actions reasonably necessary to effect the agreements contained herein; (6) it will, to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transactions contemplated herein and in the Term Sheet, take all steps reasonably necessary and desirable to address any such impediment; (7) it will satisfy and discharge, in accordance with the Term Sheet and the Definitive Documents, all 2026 Notes and 2029 Notes held by the Company or its Subsidiaries after giving effect to the Transactions; (8) it will (i) complete the preparation, as soon as practicable after the Agreement Effective Date, of each of the Definitive Documents necessary to implement the Transactions, (ii) provide each of the Definitive Documents to, and afford reasonable opportunity for comment and review of each of the Definitive Documents by, counsel to the Supporting Holders, and (iii) in accordance with Section 8, obtain the written consent (with email from counsel being sufficient) of the Majority Supporting Holders (as defined below) to the form and substance of each of the Definitive Documents; (9) it will execute a supplemental indenture, intercreditor agreement and/or a subordination agreement (each, a “Supplemental Indenture”) with respect to...
Company Commitments. Section 2.1. The Company agrees that it will invest at least Six Million Five Hundred Thousand Dollars ($6,500,000) in the Project, including without limitation all architectural and engineering and similar costs chargeable to the capital account of the Project, (the “Minimum Investment Requirement”) and create no fewer than 150 new, full-time equivalent jobs, with benefits, at the Project (the “Minimum Job Requirement” and, together with the Minimum Investment Requirement, the “Company Commitments”) within five years from the end of the first property tax year in which the Company places in service assets comprising part of the Project (the “Compliance Period”).