Authorizations and Compliance with Law Sample Clauses

The 'Authorizations and Compliance with Law' clause requires parties to ensure they have obtained all necessary permits, licenses, and approvals needed to perform their obligations under the agreement, and that their actions remain in accordance with applicable laws and regulations. In practice, this means a company must secure any government or regulatory permissions relevant to the contract's subject matter, such as environmental permits or business licenses, and maintain ongoing compliance throughout the contract term. This clause serves to allocate responsibility for legal compliance, reducing the risk of legal violations and associated penalties for all parties involved.
Authorizations and Compliance with Law. Vendor will obtain and maintain all Authorizations required to perform the Services at its own expense. Vendor will comply at its own expense with all Laws (including without limitation rules, regulations or policies of the FCC) applicable to Vendor’s delivery or performance of the Services, operation of its facilities and performance pursuant to this MSA. Vendor will be responsible for identifying and becoming familiar with any changes in Laws that are related to Vendor’s delivery, use or performance of the Services or USAC’s use or receipt of the Services. Vendor will promptly notify USAC of any such changes in Laws. Vendor and USAC will work together to identify the impact of such changes on how USAC receives or uses, and Vendor delivers, the Services. Unless otherwise provided for, Vendor shall continue to perform the Services at no additional charge to USAC despite any changes in Laws. However, nothing about this Section will prevent the Vendor from submitting a Change Order to accommodate the change in Law. If such changes in Laws prevent Vendor from performing its obligations or materially impact USAC’s receipt or use thereof under this MSA, Vendor will develop and, upon USAC’s approval, implement a suitable workaround at no additional cost to USAC until such time as Vendor can perform its obligations under this MSA in compliance with Laws without such workaround. Vendor will be responsible and bear any fine or penalty that Vendor or USAC may suffer or incur for any non-compliance with Laws relating to the delivery or performance of the Services; provided, however, that USAC will be responsible and bear any such fine or penalty imposed on USAC if (a) Vendor has complied with its obligations under this Section, (b) USAC has failed to accept or implement any changes in how Vendor delivers the Services resulting from such changes in Laws identified by Vendor, and (c) the fine or penalty is directly attributable to USAC’s failure to accept or implement any such change in how USAC uses, and Vendor delivers, the Services. Vendor shall, at its cost and expense (except as otherwise provided in this Section), maintain Vendor Controls in each Vendor Service Location and USAC Service Location in accordance with industry standards for services of the type provided to USAC, including without limitation those set forth in the Privacy and Security Addendum. Nothing in this Section shall prevent Vendor from submitting a change to the Scope of Work pursuant to the C...
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Authorizations and Compliance with Law. 6.1 Each Target Company holds the Authorizations required under applicable Laws to operate its Relevant Business, to own and use its assets and to carry out its operations as currently carried out and has duly filed any application for their renewal, when applicable. 6.2 As at the Signing Date and as at the Closing Date: (i) the Authorizations are in full force and effect; (ii) none of the Authorizations was revoked, restricted or subjected to orders in such manner as to negatively affect the Target Companies’ ability to continue conducting their respective Relevant Businesses as presently conducted, (iii) the Relevant Businesses are conducted by the Target Companies in material compliance with all provisions of the applicable Law regulating such Authorizations, and (iv) there has been no default by any of the Target Companies under any Order of any court or any Authority in the jurisdiction in which it is incorporated or operates. 6.3 To the Seller’s Knowledge, no event or circumstance exists on the basis of which any Authority may revoke, change, suspend or deny the renewal of any Authorizations necessary for the conduct of the Relevant Businesses. 6.4 As of the Signing Date and as of the Closing Date, there are no: 6.4.1 pending material disputes, nor, to the Seller’s Knowledge, reasonable grounds for material disputes, between any of the Target Companies and any Authority; or 6.4.2 pending investigations, enforcements or disciplinary proceedings, notified in writing by any Authority concerning any of the Target Companies, except for the BoI Inspection. 6.5 To the Seller’s Knowledge, as at the Signing Date and as at the Closing Date, each Target Company is in compliance, in all material respects, with the Law as well as with all Orders promulgated or issued by any governmental entity or Authority and the Seller is not aware of any allegation of non-compliance with any such Law, except for the BoI Inspection.
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Related to Authorizations and Compliance with Law

  • Compliance with Laws and Policies In carrying out the terms of this Agreement, both Parties shall comply with all applicable federal, state and local laws, regulations and rules, DSRIP Requirements, and the CNYCC Compliance Program.

  • Litigation and Compliance with Laws (a) Except as disclosed in the Borrower’s Annual Report on Form 10-K for 2019 or any subsequent report filed by the Borrower on Form 10-Q or Form 8-K with the SEC since December 31, 2019, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower or the Guarantors, threatened against the Borrower or the Guarantors or any of their respective properties (including any properties or assets that constitute Collateral under the terms of the Loan Documents), before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that (i) are likely to have a Material Adverse Effect or (ii) would reasonably be expected to affect the legality, validity, binding effect or enforceability of the Loan Documents or, in any material respect, the rights and remedies of the Administrative Agent or the Lenders thereunder or in connection with the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the Borrower and each Guarantor to its knowledge is currently in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and ownership of its property.

  • Compliance with Laws Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Laws, Etc Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

  • Compliance with Laws; Licenses (a) The Company, each of the Retained Subsidiaries and the Retained Business since the Applicable Date has not been, and is not being, conducted in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation, including the Export and Sanctions Regulations (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company, the Retained Subsidiaries or the Retained Business is pending or, as of the date of this Agreement, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, after giving effect to the Separation, the Company and the Retained Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct the Retained Business as it is conducted as of the date of this Agreement. (b) Section 3.10(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of the date of this Agreement, of (A) each License that is issued or granted by the FCC to the Company or any of its Subsidiaries that is material to the conduct of the Retained Business as it is conducted as of the date of this Agreement (each, a “RemainCo FCC License”), (B) each License that is issued or granted by a Foreign Regulator to the Company or any of its Subsidiaries that is material to the conduct of the Retained Business as it is conducted as of the date of this Agreement (each, a “RemainCo Foreign License”), and (C) all Licenses (other than the RemainCo FCC Licenses and the RemainCo Foreign Licenses) issued or granted to the Company or any of its Subsidiaries that is material to the conduct of the Retained Business as it is conducted as of the date of this Agreement by any Governmental Entity, authorizing the Company or any of its Subsidiaries to provide broadcasting and/or audio-visual media services, and/or own, operate or install broadcasting and/or audio-visual media networks and facilities, including satellites, or to use radio frequencies, excluding, in each case, any License that is material to the conduct of the Retained Business as conducted as of the date of this Agreement solely because of an existing television programming distribution arrangement between the Retained Business and the SpinCo Business (collectively with the RemainCo FCC Licenses and the RemainCo Foreign Licenses, the “RemainCo Communications Licenses”). Each of the Company and its Subsidiaries is in compliance with the RemainCo Communications Licenses and the rules and regulations of the Governmental Entities issuing such RemainCo Communications Licenses, except for failures to comply that are, individually and in the aggregate, not material to the Retained Business, taken as a whole. There is not pending or, to the Knowledge of the Company, threatened before the FCC or a Foreign Regulator or any other Governmental Entity, any material proceeding, notice of violation, order of forfeiture, inquiry, administrative action, complaint or investigation (A) against the Company or any of its Subsidiaries relating to the Retained Business, (B) relating to any of the RemainCo Communications Licenses, including any such proceeding, notice, order, inquiry, action, complaint or investigation reasonably likely to result in the revocation, suspension, cancellation, rescission or modification of any material RemainCo Communications License or other impairment in any material respect of the operation of the Retained Business as it is conducted as of the date of this Agreement, except (x) proceedings to amend the Communications Laws not directed at the Company or its Subsidiaries or (y) proceedings of general applicability to the broadcasting and/or audio-visual media services industries or (C) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for restrictions or conditions that appear on the face of the RemainCo Communications Licenses, and except for restrictions or conditions that pertain to the RemainCo FCC Licenses under generally applicable rules of the FCC, to the Knowledge of the Company, no RemainCo Communications License held by the Company or any Subsidiary of the Company is subject to any restriction or condition which would limit the operation of the Retained Business as it is conducted as of the date of this Agreement, except for failures to comply that individually or in the aggregate would not be materially adverse to the Retained Business taken as a whole. (c) Except as would not be materially adverse to the Retained Business taken as a whole: (i) The Company, its Subsidiaries and, to the Knowledge of the Company, their respective officers, directors, employees and agents are in compliance in with and since the Applicable Date have complied with: (A) the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. § 78dd-1, et seq.) (“FCPA”) to the extent applicable to the Company, its Subsidiaries and such officers, directors, employees and agents, and (B) the provisions of applicable anti-bribery, anti-corruption and anti-money laundering Laws of each jurisdiction in which the Company and its Subsidiaries operate or have operated. Since the Applicable Date, to the Knowledge of the Company, the Company, its Subsidiaries and/or their respective officers, directors, employees and agents have not paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other Government Official or any political party or candidate for political office for the purpose of corruptly influencing any act or decision of such official or of the government to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage, in each case in violation of any of the FCPA or any Laws described in clause (B). (ii) The Company and its Subsidiaries have instituted and maintain policies and procedures reasonably designed to ensure compliance with the FCPA and other anti-bribery, anti-corruption and anti-money laundering Laws in each jurisdiction in which the Company and its Subsidiaries operate. (iii) Neither the Company nor any of its Subsidiaries are subject to any actual, pending civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving the Company or any of its Subsidiaries relating to the FCPA or any other anti-bribery, anti-corruption or anti-money laundering Laws