Certain Compliance Matters Sample Clauses

Certain Compliance Matters. (a) Neither Seller nor any Affiliate, director, officer or employee, nor, to the knowledge of Seller, any distributor, agent, representative, sales intermediary or other third party acting on behalf of Seller or any of its Affiliates, in any way relating to the Business or the Transferred Assets: (i) has taken any action in violation of any applicable Anticorruption Laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”) (15 U.S.C. § 78 dd-1 et seq.) or (ii) has corruptly offered, paid, given, promised to pay or give or authorized the payment or gift of anything of value, directly or indirectly, to any “Public Official”, as defined in Section 3.19(b), for purposes of (A) influencing any act or decision of any Public Official in his official capacity; (B) inducing such Public Official to do or omit to do any act in violation of his lawful duty; (C) securing any improper advantage; or (D) inducing such Public Official to use his or her influence with a government, Governmental Entity, or commercial enterprise owned or controlled by any government (including state-owned or controlled medical facilities), in order to assist the Business or any Person related in any way to the Business or the Transferred Assets, in obtaining or retaining business or directing any business to any Person except, in each case, as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Business or otherwise materially impair the operation of the Business. (b) For purposes of this Section 3.19, “Public Official” means: (i) any officer, employee or representative of any regional, federal, state, provincial, county or municipal government or government department, agency, or other division; (ii) any officer, employee or representative of any commercial enterprise that is owned or controlled by a government, including any state- owned or controlled medical facility; (iii) any officer, employee or representative of any public international organization, such as the African Union, the International Monetary Fund, the United Nations or the World Bank; (iv) any person acting in an official capacity for any government or government entity, enterprise or organization identified above; and (v) any political party, party official or candidate for political office.

Certain Compliance Matters. The Partnership shall maintain in effect policies and procedures designed to achieve compliance by the Partnership, its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with applicable Anti-Corruption Laws and Sanctions. The Partnership and each of its Subsidiaries shall comply with all applicable Anti-Corruption Laws and Sanctions in all material respects.

Certain Compliance Matters. (a) None of the Company nor any of its Subsidiaries or Affiliates, nor any director, manager, officer, agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries has, directly or indirectly, violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any such other applicable anti-bribery Laws, including by: (a) the use of any funds of the Company or its Subsidiaries for unlawful contributions, gifts, entertainment or other expenses; (b) making any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or its Subsidiaries; or (c) making or receiving any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. (b) Except as set forth on Section 4.24(b) of the Company Disclosure Letter, during the last three (3) years none of the Company, its Subsidiaries, nor any of the Company’s contract manufacturers, developers, packagers or suppliers has received, nor have they been subject to, any Form 483s, FDA warning letters, adverse inspection, compelled or voluntary recall, market withdrawal or replacement, post-sale warning, investigation, penalty for corrective or remedial action or corrective action plan, in each case relating to the Products or the facility in which the Products were manufactured or stored, by any Regulatory Authority. (c) For each Product, the Company or its applicable Subsidiary has made available to Parent a complete and correct Regulatory File and such Regulatory Files contain complete and correct copies of all adverse event reports relating to the Products, such adverse event reports were timely and properly reported to Regulatory Authorities as required by Law, for the period and to the extent that such adverse event reports are required by Law to be maintained. (d) During the last three (3) years the Company and each of its Subsidiaries, contract manufacturers, developers, packagers and suppliers has been in compliance in all material respects with current good manufacturing practices, good laboratory practices and good clinical practices, and all labeling requirements, as regulated or required by the Regulatory Authorities. (e) Except as set forth in Section 4.24(e) of the Company Disclosure Letter, during the last three (3) years, neither the Company, any Subsidiary, nor any of its contractors has received or been subject to any untitled...

Certain Compliance Matters. The Trading Advisor shall use its reasonable best efforts to cooperate with the Trading Entity to satisfy any compliance requirements that arise under any applicable governmental, regulatory and self-regulatory laws, rules or regulations, including any that may arise because the Registered Fund is registered under the 1940 Act and has elected to be a “regulated investment company” under the Code.

Certain Compliance Matters. To the Knowledge of the Company, each of the Group Companies and their respective directors, officers and employees are and have been in compliance with all applicable Laws relating to anti-bribery and anti-corruption.

Certain Compliance Matters. (a) Notwithstanding any other provision of this Agreement, neither Party shall be required to undertake any activity or obligation under this Agreement which it has reason to believe may violate any Applicable Laws; provided, however, a Party which so believes shall promptly inform the other Party of such belief. (b) Neither Party nor its Affiliates will make any payment, either directly or indirectly, of money or other assets, including the compensation such Party derives from this Agreement (collectively, a “Payment”), to government or political party officials, officials of International Public Organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing (collectively, “Officials”) or other individuals where such Payment would constitute violation of any Applicable Law, including the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-1, et seq., and the United Kingdom Bribery Act. In addition regardless of legality, neither Party nor Confidential 106 its Affiliates will make any Payment either directly or indirectly to Officials or other individuals if such Payment is for the purpose of improperly influencing decisions or actions to secure a business advantage, including with respect to the subject matter of this Agreement. Each Party shall have necessary procedures in place to prevent bribery and corrupt conduct by itself and each of its Affiliates and subcontractors. All activities will be conducted in compliance with the U.S. False Claims Act and the U.S. Anti-Kickback Statute. Each Party and each of its Affiliates and subcontractors shall conduct its activities hereunder in accordance with the provisions of Exhibit 10.5 to this Agreement.

Certain Compliance Matters. Merchants, Merchants Bank and their respective officers and directors are in compliance with in all material respects, and have complied in all material respects, with (i) the applicable provisions of S▇▇▇▇▇▇▇-▇▇▇▇▇ and the related rules and regulations promulgated under such act and the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. Merchants (i) has established and maintained disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, and (ii) has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the Merchants Board (A) all significant deficiencies and material weaknesses in the design or operation of the internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Merchants’ ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Merchants’ internal controls over financial reporting.

Certain Compliance Matters. Schedule 6.1.13(a) Certain Consultancy Agreements Schedule 6.1.13(b) Certain Employment Agreements Schedule 6.1.13(c) Certain Severance Payment Obligations to Employees Schedule 6.1.14(b) Certain Pension Plans Schedule 6.1.14(d) Certain Pension Plans Affected by the Agreement Schedule 6.1.15(a)(1) Certain Intellectual Property Rights Schedule 6.1.15(a)(2) Certain Intellectual Property Rights Infringements

Certain Compliance Matters. No Seller, nor any of their respective directors, managers, officers or employees, nor, to the knowledge of the Sellers, any agent, Affiliate, joint venture partner or other Person associated with or acting on behalf of any Seller, is an individual or entity, or controlled by an individual or entity (within the meaning of the applicable Law), that is currently or has been (i) the subject or the target of any sanctions (including, without limitation, any enabling legislation, executive orders, or regulations) administered or enforced by the United States government (including, without limitation, sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury or any other relevant governmental authority (collectively, “Sanctions”), including Persons that are the subject or the target of the designations “specially designated national,” “blocked person,” “foreign sanctions evader,” or any individual on the “Sectoral Sanctions Identification List,” or any similar list maintained by any Governmental Body; (ii) in receipt of notice of or aware of any actual or threatened action, administrative charge, proceeding or investigation against it with respect to any Seller or other Persons that are the subject or the target of Sanctions; or (iii) located, organized or resident in a country or territory that is the subject or the target of Sanctions (each, a “Sanctioned Country”) to the extent, in the case of (i), (ii) or (iii), related to the conduct of the Business. No Majority Shareholder or Seller, nor any of their respective directors, officers, Affiliates or, to the knowledge of the Sellers, employees or agents, is now, or has been, engaged in respect of the business in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Sellers and , to the knowledge of the Sellers, their respective officers, managers, employees, directors and agents are, and have been, in compliance with applicable Sanctions in respect of the Business.