Obligations Contract Clause Examples | Business Contracts (2024)

Obligations. (a) In exchange for the payments and benefits set forth in paragraph 1 herein, Executive agrees that during the Severance Period, Executive shall for no additional compensation or benefits whatsoever be available if requested by the Corporation upon reasonable notice to assist in transitioning Executive's former duties and responsibilities for the Corporation. (b) With the exception of the duties and responsi...bilities set forth in this paragraph 4, Executive acknowledges and agrees that Executive is relieved of all duties and responsibilities for the Corporation and its subsidiaries, affiliates and licensees as of the Termination Date, that Executive does not have the authority to bind the Corporation or any of its subsidiaries, affiliates or licensees, and that Executive shall not contact any past, current, or prospective customers, distributors, manufacturers, partners or suppliers of the Corporation or any of its subsidiaries, affiliates or licensees (i) on behalf of the Corporation or (ii) with the intent of reducing, interfering or ceasing the relationship between the Corporation and any of the parties referred to in this sentence. Effective as of the Termination Date, Executive shall cease and be deemed to have resigned from any and all titles, positions and appointments the Executive holds with the Corporation and any of its affiliates, whether as an officer, director, employee, trustee, committee member or otherwise). Executive agrees to execute any documents reasonably requested by the Corporation in accordance with the preceding sentence. (c) The Executive, on behalf of the Executive, the Executive's agents, attorneys, heirs, executors, administrators, affiliates and assigns, agrees that the Executive shall not at any time from and after the Effective Date engage in any form of conduct, or make any statements or representations (whether written or oral), that is reasonably likely to disparage or otherwise impair the reputation, goodwill or commercial interests of the Corporation, its 3 management, stockholders, directors, employees, subsidiaries, affiliates or licensees. In response to any request received by the Corporation from prospective employers for information about the Executive, the Corporation shall not be required to provide any information concerning Executive's employment, unless required by law. (d) Executive further agrees that Executive will cooperate fully with the Corporation in connection with any existing or future litigation involving the Corporation, whether administrative, civil or criminal in nature, in which and to the extent the Corporation deems Executive's cooperation necessary. The Corporation shall pay all reasonable, documented travel and other expenses, incurred by the Executive in connection therewith as long as such expenses and costs are approved in advance in writing by the Corporation. (e) Executive agrees that for a period of six (6) months (the "Non-Compete Period") after the Effective Date, Executive shall comply with the non-compete provisions contained in Section 3.1(a) of the Employment Agreement. (f) Executive agrees that until the Termination Date and for a period of twelve (12) months after the Termination Date, Executive will not solicit or hire any employee, contractor, consultant, or customer of the Corporation or any of its subsidiaries, affiliates or licensees thereof away from employment, consultancy or retention by any such entities or to reduce or cease doing business with any such entities. As used herein, "solicit" shall include, without limitation, requesting, encouraging, enticing, assisting, or causing, directly or indirectly. (g) Executive represents and warrants that, as of the Termination Date, Executive will not have any personal expenses, loans or other obligations due to the Corporation or any of its subsidiaries, affiliates or licensees and agrees that if any such amounts are owed to the Corporation or any of its subsidiaries, affiliates or licensees, the Corporation may deduct such amounts from the payments to be made to Executive under the terms of this Agreement; provided, however, that the maximum amount that the Corporation may deduct from any payments to be made to Executive under the terms of this Agreement that are subject to Section 409A (as defined in Section 19) is $5,000 (and Executive shall repay to the Corporation any such amounts in excess of $5,000).

Obligations. For value received, receipt of which is hereby acknowledged, Success Exploration & Resources, Inc. a Nevada corporation ("Borrower"), hereby promises to pay to the order of Tamda Marketing, Inc. ("Lender") at the Lender's offices in Boca Raton, Florida, or at such other place as Lender may direct, the principal sum of Seventy-Five Thousand Dollars ($75,000.00). Furthermore, the Borrower shall hereby agree, as an inducement to Lender to lend, and as a condition of the Len...der lending such monies to the Borrower, Borrower shall hereby prepay the Lender the sum of one year(s) (1) interest at the following interest rate: fifteen (15%) per annum, the prepaid amount of: Eleven-Thousand Two-Hundred Fifty Dollars ($11,250.00), which Lender hereby acknowledges, and thereon, pay the principle as provided in Section 2.

Obligations. 3.1 Seller shall supply Product to Buyer and Buyer shall market and sell the Combined Product into the Territory. 3.2 Buyer will purchase the Product exclusively from Seller, and not from any third party. 3.3 Buyer will use reasonable commercial efforts to market and/or sell the Product. 3.4 Buyer may not re-sell or re-ship the Product in bulk raw material form, unless expressly authorized to do so in writing by Seller. 3.5 For U.S. distribution, on or in labels, packaging, advertising, prom...otional materials or Internet communications for Buyer's Combined Product, Buyer will only make claims that are substantiated by competent and reliable scientific evidence, and are in compliance with all applicable laws and regulations. Buyer may not use, in labeling, advertising, promotion or otherwise: (a) any statements or quotations made by or attributed to any investigator who has conducted clinical studies on the Product, or (b) any photographs or other images of such investigators, without (i) the prior written consent of such investigators and the institutions at which such studies were conducted, and (ii) 20 days notification to Seller of such written consent prior to any such use. Buyer will not misrepresent on product labels the amount, quantity or level of the Product contained in the Combined Product. In the event that a third party is used by Buyer to manufacture any of the Combined Product for marketing or sale by Buyer, Buyer hereby guarantees compliance by said third party with the requirements of this Section 3. In the event that current labeling, packaging or formulations of the Combined Product do not comply with the requirements of this Section 3, Buyer will immediately rectify all nonconforming Combined Product in a manner acceptable to Seller or Seller reserves the right to immediately terminate this Agreement.

Obligations. I agree that I (or any applicable trust or partnership) shall fulfill the obligations imposed with respect to Award Shares by the Plan, this Agreement and the [DATE] Guidelines.

Obligations. 10.1 The identities of Seller's suppliers are a proprietary trade secret of Seller. All information regarding Seller's suppliers and their quality standards released to Buyer shall be kept strictly confidential in accordance with the requirements herein. Buyer acknowledges and agrees that Buyer will not contact ChromaDex's supplier(s) in connection with the manufacture, distribution, purchase, pricing, or sale of NR, NR Product, or any other NR or NR Product precursor or otherwise as ind...icated in further detail in the Non-Solicitation, Non-Competition, and Non-Circumvention provision herein. 10.2 Buyer shall not sell Approved Product other than in the Field in the Territory 10.3 Approved Product must contain a minimum of [...***...]mg of NR Product per serving (unless Buyer and Seller agree otherwise in advance in writing) and comply with the New Dietary Ingredient (NDI) Notifications submitted by Seller to the FDA on August 20, 2015 and filed by the FDA on November 3, 2015 and submitted by Seller to the FDA on December 27, 2017 and filed by the FDA on March 7, 2018. 10.4 Buyer may not re-sell or re-ship the NR Product to a third party (other than an Affiliate or a co-manufacturer appointed by Buyer) in bulk raw material form, unless expressly authorized to do so in advance in writing by Seller. 10.5 For U.S. distribution, on or in labels, packaging, advertising, promotional materials or Internet communications for Buyer's Approved Product, Buyer will only make claims that in Buyer's commercially reasonable assessment are substantiated by competent and reliable scientific evidence, and are in compliance with all applicable laws, rules, statutes, and regulations. Buyer will not misrepresent on product labels the amount, quantity or level of the NR Product contained in the Approved Product. Buyer hereby guarantees compliance with the requirements of this Section 10, specifically including compliance with current Good Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested -14- EXECUTION COPY Manufacturing Practices as set forth in 21 CFR Section 111 and other relevant rules, regulations, statutes, and laws. In the event that current labeling, packaging or formulations of the Approved Product do not comply with the requirements of this Section 10, Buyer will promptly rectify all nonconforming Approved Product in a manner reasonably acceptable to Seller and at Buyer's sole cost and expense. 10.6 Patent Marking. During the Term, Buyer will ensure proper patent marking on all Approved Product. All Approved Product shall be marked as negotiated and agreed upon by the parties in good faith. 10.7 Trademark Marking. During the Term, Buyer will ensure proper trademark marking on all Approved Product that includes a ChromaDex Trademark as set forth in this Agreement.

Obligations. During your employment, you shall devote your full business efforts and time to Modine. This obligation, however, shall not preclude you from engaging in appropriate civic, charitable or religious activities or, with the consent of the Board, from serving on the boards of directors of companies that are not competitors to Modine, as long as the activities do not materially interfere or conflict with your responsibilities to or your ability to perform your duties of empl...oyment at Modine. Any outside activities must be in compliance with and approved if required by Modine 's Code of Conduct or Corporate Governance Guidelines.

Obligations. While employed hereunder, Executive will perform his duties faithfully and to the best of his ability. Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the CEO; provided, however Executive may engage in non-competitive business or charitable ...activities so long as such activities do not materially interfere with Executive's responsibilities to the Company. Any board of director positions with other business or charitable entities entered into after the Effective Date shall be subject to the prior approval of the CEO.