Recipient Obligations. To the extent reasonably required to perform the services and during normal working hours, with advance notice and subject to the Recipients site safety rules, the Recipients shall (at their own expense) provide the Providers personnel, agents or contractors and the supervisors of such personnel with reasonable and timely access to the Recipients office space, plants, equipment, information, premises, personnel, power, telecommunications systems and circuits, computer systems, software and any other areas and equipment. Without limiting the foregoing, the Recipients shall make accessible to the Providers, as needed, the Recipients key users and other Recipient personnel responsible for the execution, maintenance and enhancement of processes relating to the services.
Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph # of this Section is absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of # any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision thereof or hereof, # any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, # payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, # any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally or # any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. None of the Administrative Agent, the [[Organization A:Organization]], the Issuing Banks or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit, any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any other act, failure to act or other event or circumstance; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of an Issuing Bank (as determined by a court of competent jurisdiction in a final and nonappealable judgment), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.
Obligations Absolute. The Borrowers’ obligation to reimburse L/C Disbursements as provided in [clause (f) of this Section 2.03] shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of:
Awards under the Plan are unsecured obligations of the Company.
Obligations Unconditional. (a) The obligations of the Guarantors under [Section 4.01(a)] are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this [Section 4.02(a)] that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor, as applicable, shall have no right of subrogation, indemnity, reimbursement or contribution against any Loan Party for amounts paid under this Article IV until such time as the Obligations have been paid in full.
Brown Obligations. It will constitute an Event of Default under this Agreement, the Credit Agreement and the other Loan Documents if # any holder of the Brown Obligations exercises any rights or remedies against any Loan Party with respect to the Brown Obligations, # any Loan Party makes any payment or principal or interest with respect to the Brown Obligations, or # any Loan Party provides collateral to secure the Brown Obligations.
Ongoing Obligations. I reaffirm my ongoing obligations under any previous non-disclosure agreement executed and agreed to between me and the Company including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company 3. Litigation and Regulatory Cooperation. I agree to cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while I was employed by the Company. My full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. I also agree to cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while I was employed by the Company. Any cooperation pursuant to this Section 3 is subject to the Companys obligation to # reimburse me for any expenses incurred during activities reasonably performed at the Companys request pursuant to this Section 3, subject to the same standards and procedures as apply to business expense reimbursements pursuant to the Companys Travel and Expense reimbursement policy, and # compensate me at a daily rate equal to the sum of my annual base salary as of my separation from employment and my Annual Incentive Compensation, each as defined in the Employment Agreement, divided by 365 to the extent that I reasonably expend any time in performing activities at the Companys request pursuant to this Section 3 at any time more than two years after my separation from employment; provided that I acknowledge that I shall not at any time be entitled to compensation for time spent in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or trials.
Advisor certifies that Advisor has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor from complying with the provisions hereof, and further certifies that Advisor will not enter into any such conflicting agreement during the term of this Agreement.
Confidentiality Obligations. As condition of your employment, you must sign and abide by the Companys standard form of Confidential Information and Inventions Assignment Agreement, a copy of which is attached hereto as [Exhibit A].
Exit Obligations. Upon either the voluntary or involuntary termination of Employee’s employment or the request of the Company’s during Employee’s employment, Employee shall: # provide or return to the Company any and all Company property and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of Employee, whether they were provided to Employee by the Company or any of its subsidiaries or affiliates or created by Employee in connection with his employment by the Company; and # delete or destroy all copies of any such documents and materials not returned to the Company that remain in Employee’s possession or control, including those stored on any non-Company devices, networks, storage locations, or media in Employee’s possession or control.
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