The Company agrees Sample Clauses
The clause titled "The Company agrees" serves as an introductory statement indicating the company's acceptance of specific obligations or commitments outlined in the contract. Typically, this clause precedes a list of actions, warranties, or responsibilities that the company is legally bound to fulfill, such as providing services, maintaining confidentiality, or adhering to certain standards. Its core practical function is to clearly establish the company's binding promises within the agreement, ensuring that both parties understand the company's duties and reducing ambiguity regarding contractual expectations.
The Company agrees. (i) to indemnify and hold harmless each Dealer Manager and each person, if any, who controls any of the Dealer Managers within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Dealer Managers or any such controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, in connection with or are based upon the performance by you of this Agreement, an untrue statement or alleged untrue statement of a material fact in any of the Exchange Offer Materials or an omission or an alleged omission to state a material fact in any of the Exchange Offer Materials necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the transmittal of the Exchange Offer Materials to Holders of Old Notes, or which arise out of or are based upon any failure to accept Old Notes properly tendered pursuant to the Exchange Offer; provided, however, that the Company will not be liable to any indemnified party to the extent that any claims, liabilities, losses, damages, costs or expenses (A) are finally determined by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such indemnified party or (B) arise out of or is based upon (x) an untrue statement or alleged untrue statement of a material fact contained in any of the Exchange Offer Materials or (y) any omission or alleged omission to state in any of the Exchange Offer Materials a material fact in any of the Exchange offer Materials necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, if in either such case such statement or omission relates solely to the Dealer Managers and was made in reliance upon and in conformity with information furnished in writing by the Dealer Managers to the Company expressly for use therein. The Company shall not be liable under this Section 8 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonable withheld.
(ii) to reimburse the Dealer Managers and each such controlling person upon demand for any legal or other out-of-pocket expenses reasonably incurred by the Dealer Managers or such controlling person in connection with investigating ...
The Company agrees. 1. to make available to the Distributor copies of all information, financial statements and auditor's reports thereon and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares, including such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of a Fund as the Distributor may request;
2. to cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Shares and in the performance of the Distributor of its duties under this Agreement; and
3. to register or cause to be registered all Shares sold by the Distributor pursuant to the provisions of this Agreement.
The Company agrees. (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder as may be agreed upon between the Company and the Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, counsel, accountants, appraisers and experts), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and
(3) to indemnify the Trustee and its officers, directors and employees (the "Indemnitees") for, and to hold them harmless against, any loss, liability or expense incurred without gross negligence or bad faith on the part of the Indemnitees, arising out of or in connection with its acceptance or administration of this trust, and the Trustee's duties hereunder, including the costs and expenses of defending the Indemnitees against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The indemnity provisions of this Section shall survive removal or resignation of the Trustee. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Debentures upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) and of interest on Debentures. The Trustee's right to receive payments due under this Section 6.07 shall not be subordinate to any other liability or indebtedness of the Company, even though the Debentures may be so subordinated, and the Debentures shall be subordinate to the Trustee's right to receive such payments. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in 5.01(6), the expenses
The Company agrees. (a) not to interfere with the rights of its employees designated within the scope of the Agreement to become or remain members of the Union, and there shall be no discriminations, interference, restraint or coercion by the Company or any of its representatives against any employee because of Union membership;
(b) that during the term of this Agreement there shall be no lockout of employees;
(c) the Company and the Union recognize that employees have the right to freedom from harassment in the workplace by the Company, another employee or the Union and that employees have the right to equal treatment with respect to employment without discrimination because of race, ancestry, place of origin, colour, ethnic origin, citizenship, creed, sex, sexual orientation, age, record of offences, marital status, family status, or disability in accordance with the provisions of the Ontario Human Rights Code;
(d) to allow a newly appointed employee, at an appropriate time during the employee’s regular scheduled working day, to meet the President of the Union, or her designate, for a period of up to fifteen (15) minutes, for the purpose of welcoming the employee to the Union and acquaint the employee with the Collective Agreement;
(e) an employee who believes that she has been harassed contrary to this provision may file a grievance under Article 10 of this Agreement.
(f) to treat their employees with justice and consideration.
The Company agrees a. to amend is articles of association to the effect that in case of further offer of shares to existing shareholder through rights issue, such existing shareholder shall not have the right to renounce the shares offered to him in favour of another person.
b. that letters of right will be issued simultaneously;
c. that letters of allotment, acceptance or rights will be serially numbered, printed on good quality paper and examined and signed by a responsible officer of the Company and that whenever possible they will contain the distinctive numbers of the securities to which they relate;
d. that letters of allotment and letters of rights will state how the next payment of interest or dividend on the securities will be calculated.
The Company agrees. (i) to pay to you a severance payment representing six (6) months salary and automobile allowance in the total amount of $154,500.00, which amount shall be paid without interest, in two initial installments of $12,875.00 on April 15, 1997 and April 30, 1997 and subsequent semi-monthly installments of $6,437.50 each for ten (10) months thereafter, pursuant to a promissory note of the Company to be delivered to you upon execution hereof, and (ii) to vest you in 25 percent of your awarded options which will be repriced at at any general repricing level if the Company's options are repriced prior to or at the sale of the Company. You agree to provide reasonable consultation services to the
The Company agrees to pay to the Agents from time to time such compensation as agreed between them in writing for all services rendered by it under the Deposit Agreement;
The Company agrees. To supply the DEALER all required quantities of Registrations, promotional materials, supplies and forms, as well as training necessary to implement the PROGRAM.
The Company agrees. 1. To allow a discount from suggested retail prices on Section 1 items of the then-current Product Listing. The discount shall not apply to samples, demonstrators, literature, hostess gifts or sales promotion items.
2. To pay the Independent Beauty Consultant with 3 or more active team members, a monthly team commission on all purchases of Company products in accordance with the UK Career Path “Advance” brochure (excluding Kits and sales aids) made by persons whom the Independent Beauty Consultant has personally recruited to become Independent Beauty Consultants and who have been accepted by the Company, with commissions to be calculated and paid in accordance with the then-current Company published commission schedule for so long as both Independent Beauty Consultant and team member are active. Commissions and bonuses paid on merchandise not sold at retail to ultimate consumers which is subsequently returned to the Company for repurchase pursuant to Paragraph B6 may be charged back or deducted from commissions or other sums payable by Company to the Independent Beauty Consultant. A Consultant must be “active” and have 3 or more ”active” team members in order to receive a monthly personal team commission. An Independent Beauty Consultant is considered “active” in the month a minimum Section 1 product order as identified and published by the Company, is received by the Company, and in the following two calendar months.
3. The Company may change suggested retail prices, pack contents, discounts, commissions, transportation charges, contest rules and active status requirements at any time with thirty days (30) prior written notice to the Independent Beauty Consultant. The Independent Beauty Consultant is free at all times to determine the retail prices at which she ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ products to ultimate consumers.
4. There are no geographical territories or limits concerning sales or recruiting within Germany, the Netherlands, Portugal, Spain, Switzerland, the Republic of Ireland and the United Kingdom or any other country that the Company may appoint in writing.
5. The Company reserves no right of control or direction of Independent Beauty Consultant’s activities, other than the right to question results.
6. The Company shall repurchase from the Independent Beauty Consultant for ninety percent (90%) of the original net cost, inclusive of VAT, all repurchasable ▇▇▇▇ ▇▇▇ products upon termination of the Independent Beauty Consultant’s activity. “Repurchasable Pro...
The Company agrees a. to issue, unless the Stock Exchange otherwise agrees and the parties concerned desire, allotment letters, share certificates, call notices and other relevant documents in such units of trading (market units) as may be specified by the Stock Exchange;
b. to split certificates, letters of allotment, letters of right, and split, consolidation, renewal and pucca transfer receipts of large denominations into smaller units;
c. to consolidate certificates of small denominations into denominations corresponding to the market units of trading or other units as may be decided by the Stock Exchange from time to time;
d. to issue within one week split, consolidation and renewal receipts duly signed by an official of the Company and in denominations corresponding to the market units of trading, particularly when so required by the Stock Exchange;
e. to exchange `rights' or 'entitled' shares into coupons or fractional certificates when so required by the Stock Exchange;
f. to issue call notices and splits and duplicates thereof in a standard form acceptable to the Stock Exchange, to forward a supply of the same promptly to the Stock Exchange for meeting requests for blank, split and duplicate call notices, to make arrangements for accepting call moneys at all centres where there are recognized stock exchanges in India and not to require a discharge on call receipts.
g. to accept the discharge of the member of the Stock Exchange on split, consolidation and renewal receipts as good and sufficient without insisting on the discharge of the registered holders.