Payment of Third Party Obligations Sample Clauses

Payment of Third Party Obligations. The Franchisor shall have no liability for the Franchisee’s obligations to pay any third parties, including without limitation, any product vendors, or any sales, use, service, occupation, excise, gross receipts, income, property or other tax levied upon the Franchisee, the Franchisee’s property, the ROCKY MOUNTAIN CHOCOLATE FACTORY Store or upon the Franchisor in connection with the sales made or business conducted by the Franchisee (except any taxes the Franchisor is required by law to collect from the Franchisee with respect to purchases from the Franchisor).
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Payment of Third Party Obligations. Neither the Franchisor nor the Marketer shall make any express or implied agreements, guaranties or representations, or incur any debt, in the name of or on behalf of the other or represent that their relationship is other than franchisor and franchisee, and neither the Franchisor nor the Marketer shall be obligated by or have any liability under any agreements or representations made by the other that are not expressly authorized hereunder, nor shall the Franchisor be obligated for any damages to any person or property directly or indirectly arising out of the operation of the Marketer's Business, whether or not caused by the Marketer's negligent or willful action or failure to act.
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Payment of Third Party Obligations. Franchisor shall have no liability for Franchisee's obligations to pay any third parties, including, without limitation, any product vendors, or for any sales, use, service, occupation, excise, gross receipts, income, property, or other taxes levied upon Franchisee, Franchisee's property, the Restaurant, or Franchisor in connection with the sales made or business conducted by Franchisee (except any taxes Franchisor is required by law to collect from Franchisee with respect to purchases from Franchisor and Franchisor's income taxes). Franchisee must reimburse Franchisor for any taxes that Franchisor must pay to any state taxing authority on account of either Franchisee’s operation or payments that Franchisee makes to Franchisor.
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Payment of Third Party Obligations. At the Closing, Seller Rep shall deliver to Buyer evidence reasonably satisfactory to Buyer (such as payoff letters and pro forma security interest termination statements), that each holder of Closing Indebtedness required to be discharged at the Closing will, upon receipt of the applicable discharge payment, release all Encumbrances on the assets and properties of the Company securing such Closing Indebtedness. Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer, on behalf of the Company, Seller Rep, Seller and the Shareholders, shall pay all of the Reported Third Party Obligations in accordance with the payment instructions included in the Closing Indebtedness Notice or the Transaction Expenses Notice, as applicable.
Sample 1
Payment of Third Party Obligations. Neither Franchisor nor Master Franchisee shall make any express or implied agreements, guaranties, or representations, or incur any debt, in the name of or on behalf of the other or represent that their relationship is other than independent contractors, and neither Franchisor nor Master Franchisee shall be obligated by or have any liability under any agreements or representations made by the other that are not expressly authorized hereunder, nor shall Franchisor be obligated for any damages to any person or property directly or indirectly arising out of the operation of Master Franchisee's business, whether or not caused by Master Franchisee's negligent or willful action or failure to act.
Sample 1
Payment of Third Party Obligations. GREASE MONKEY shall have no liability for FRANCHISEE's obligations to pay any third parties, including without limitation, any sales, use, service, occupation, excise, gross receipts, income, property or other tax levied upon FRANCHISEE, FRANCHISEE's GREASE MONKEY Center, FRANCHISEE's property or upon GREASE MONKEY in connection with the sales made or business conducted by FRANCHISEE (except any taxes GREASE MONKEY is required by law to collect from FRANCHISEE with respect to purchases from GREASE MONKEY).
Sample 1
Payment of Third Party Obligations. Neither Franchisor nor AD shall make any express or implied agreements, guaranties, or representations, or incur any debt, in the name or on behalf of the other or represent that their relationship is other than franchisor and special agent; neither Franchisor nor AD shall be obligated by or have any liability under any agreements or representations made by the other that are not expressly authorized under this Agreement; nor shall Franchisor be obligated for any damages to any person or property directly or indirectly arising out of the operation of AD's Business, unless (and then only to the extent) caused by Franchisor's negligent or willful action or failure to act.
Sample 1
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Related to Payment of Third Party Obligations

  • Third Party Obligations 3.1. The THIRD PARTY shall:-

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Licensee Obligations 3.1 The Licensee is responsible for the installation, operation and maintenance of telecommunication lines, equipment, software and other arrangements necessary for the Licensee to receive the Licensed Data from the LME.

  • Provider Obligations Provider at all times during the term of this Agreement shall:

  • Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.

  • Obligations of the Licensee 5.1.1. The Licensee’s Responsibilities and Duties shall include the following, in addition to and without prejudice to other obligations under this Agreement:

  • City Obligations 26.1 City shall provide full information in a timely manner regarding requirements for and limitations on projects and work tasks. With regard to subcontractor liens, City shall furnish to Engineer, within fifteen (15) days after receipt of a written request, information necessary and relevant for Engineer to evaluate, give notice of, or enforce lien.

  • Maintenance Obligations In the event the Project includes construction then the following provisions are incorporated into this Agreement:

  • Service Provider Obligations Service Provider shall:

  • Compliance Obligations All GE employees are obligated to comply with the requirements — the “letter”— of the Company’s compliance policies set forth in the Spirit & Letter. These policies implement the GE Code of Conduct and are supplemented by compliance procedures and guidelines adopted by GE components. A summary of some of the key compliance obligations of GE employees follows: IMPROPER PAYMENTS • Always adhere to the highest standards of honesty and integrity in all contacts on behalf of GE. Never offer bribes, kickbacks, illegal political contributions or other improper payments to any customer, government official or third party. Follow the laws of the United States and other countries relating to these matters. • Do not give significant gifts or provide any extravagant entertainment to a customer or supplier without GE management approval. Make sure all business entertainment and gifts are lawful and disclosed to the other party’s employer. • Employ only reputable people and firms as GE representatives and understand and obey any requirements governing the use of third party representatives. INTERNATIONAL TRADE CONTROLS • Understand and follow applicable international trade control and customs laws and regulations, including those relating to licensing, shipping and import documentation and reporting and record retention requirements. • Never participate in boycotts or other restrictive trade practices prohibited or penalized under United States or applicable local laws. • Make sure all transactions are screened in accordance with applicable export/import requirements; and that any apparent conflict between U.S. and applicable local law requirements, such as the laws blocking certain U.S. restrictions adopted by Canada, Mexico and the members of the European Union, is disclosed to GE counsel. MONEY LAUNDERING PREVENTION • Follow all applicable laws that prohibit money laundering and that require the reporting of cash or other suspicious transactions. • Learn to identify warning signs that may indicate money laundering or other illegal activities or violations of GE policies. Raise any concerns to GE counsel and GE management. PRIVACY • Never acquire, use or disclose individual consumer information in ways that are inconsistent with GE privacy policies or with applicable privacy and data protection laws, regulations and treaties. • Maintain secure business records of individual consumer information, including computer-based information. SUPPLIER RELATIONSHIPS • Only do business with suppliers who comply with local and other applicable legal requirements and any additional GE standards relating to labor, environment, health and safety, intellectual property rights and improper payments. • Follow applicable laws and government regulations covering supplier relationships. • Provide a competitive opportunity for suppliers to earn a share of GE’s purchasing volume, including small businesses and businesses owned by the disadvantaged, minorities and women. WORKING WITH GOVERNMENTS • Follow applicable laws and regulations associated with government contracts and transactions. • Require any supplier providing goods or services for GE on a government project or contract to agree to comply with the intent of GE’s Working with Governments policy. • Be truthful and accurate when dealing with government officials and agencies. COMPLYING WITH COMPETITION LAWS • Never propose or enter into any agreement with a GE competitor to fix prices, terms and conditions of sale, costs, profit margins, or other aspects of the competition for sales to third parties. • Do not propose or enter into any agreements or understandings with GE customers restricting resale prices. • Never propose or enter into any agreements or understandings with suppliers which restrict the price or other terms at which GE may resell or lease any product or service to a third party. ENVIRONMENT, HEALTH & SAFETY • Learn how to conduct your activities in compliance with all relevant environmental and worker health and safety laws and regulations and conduct your activities accordingly. • Ensure that all new product designs or changes or services offerings are reviewed for compliance with GE guidelines. • Use care in handling hazardous materials or operating processes or equipment that use hazardous materials to prevent unplanned releases into the workplace or the environment. • Report to GE management all spills of hazardous materials; any concern that GE products are unsafe; and any potential violation of environmental, health or safety laws, regulations or company practices or requests to violate established EHS procedures. FAIR EMPLOYMENT PRACTICES • Extend equal opportunity, fair treatment and a harassment-free work environment to all employees, co-workers, consultants and other business associates without regard to their race, color, religion, national origin, sex (including pregnancy), sexual orientation, age, disability, veteran status or other characteristic protected by law. CONFLICTS OF INTEREST • Financial, business, or other non-work related activities must be lawful and free of conflicts with one’s responsibilities to GE. • Report all personal or family relationships, including those of significant others, with current or prospective suppliers you select, manage or evaluate. • Do not use GE equipment, information or other property (including office equipment, e-mail and computer applications) to conduct personal or non-GE business without prior permission from the appropriate GE manager. CONTROLLERSHIP • Keep and report all GE records, including any time records, in an accurate, timely, complete, and confidential manner. Only release GE records to third parties when authorized by GE. • Follow GE’s General Accounting Procedures (GAP), as well as all generally accepted accounting principles, standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts. • Financial statements and reports prepared for or on behalf of GE (including any component) must fairly present the financial position, results of operations, and/or other financial data for the periods and/or the dates specified. XXXXXXX XXXXXXX OR DEALING & STOCK TIPPING • Never buy, sell or suggest to someone else that they should buy or sell stock or other securities of any company (including GE) while you are aware of significant or material non-public information (inside information) about that company. Information is significant or material when it is likely that an ordinary investor would consider the information important in making an investment decision. • Do not pass on or disclose inside information unless necessary for the conduct of GE business — and never pass on or disclose such information if you suspect that the information will be used for an improper trading purpose. INTELLECTUAL PROPERTY • Identify and protect commercially significant GE intellectual property in ways consistent with the law. • Consult with GE counsel in advance of soliciting, accepting or using proprietary information of outsiders, disclosing GE proprietary information to outsiders or permitting third parties to use GE intellectual property. • Respect valid patents, copyrighted materials and other protected intellectual property of others; and consult with GE counsel for licenses or approvals to use such intellectual property.

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