Compliance; Conflicts Clause Samples

The "Compliance; Conflicts" clause requires parties to adhere to all applicable laws, regulations, and internal policies relevant to the agreement. It typically obligates each party to ensure their actions under the contract do not violate legal requirements or create conflicts of interest, and may require disclosure or resolution of any such conflicts if they arise. This clause serves to protect both parties by promoting lawful conduct and transparency, thereby reducing the risk of legal disputes or regulatory penalties.
Compliance; Conflicts. (a) The Company is not in violation or default (i) of any provisions of the Company’s Certificate of Organization and the Company Operating Agreement, (ii) of any Order, or (iii) under any Material Contract. (b) Neither the execution and delivery of this Agreement or any other Transaction Agreement, nor the consummation of the transactions contemplated by this Agreement or any other Transaction Agreement, will (i) contravene, conflict with, or result in a violation of any Law (other than Federal Marijuana Laws) or Order to which the Company or any of its assets may be subject; (ii) contravene, conflict with, or result in a violation or breach of any provision of the Company’s Organizational Documents; (iii) contravene, conflict with, or result in a violation or breach of any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract; (vi) result in the imposition or creation of any Lien upon or with respect to the Company Interests or the Company’s assets, except for Permitted Liens or those Liens expressly created through this Agreement, if any; (v) except as set forth on Schedule 44.11(b)(v), require the consent, notice or other action by any Person under any (A) Material Contract to which the Company is bound or to which any of its properties and assets are subject, or (B) any Material License, except, in the case of clauses (i) and (iii)- (v) of this Section 4.11(b) as would not reasonably be expected to have a Company Material Adverse Effect.
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Compliance; Conflicts. Each Party and its Affiliates and their respective employees and agents will comply in all material respects with all Applicable Laws that pertain to its activities under this Agreement and, except as otherwise provided herein, will bear the entire cost and expense of such compliance. The Parties will not, directly or indirectly, take any action (including the grant of any right or the undertaking of any obligation) that is in conflict with any provision of this Agreement.
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Compliance; Conflicts. The Agent and Owner will timely comply with applicable provisions of the Loan Documents and other applicable Program Requirements (including, but not limited to the terms and conditions of the Management Agreement and of this Agreement and the Operating Agreement). In the event of any conflict among the various Loan Documents or the Loan Documents with any other applicable documents, the terms of the Operating Agreement will prevail.
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Compliance; Conflicts. In rendering the Services hereunder, Consultant shall obtain and maintain all necessary or appropriate licenses, permits and registrations and shall comply with all applicable laws and regulations and policies of Image Newco. Consultant shall not pursue any business opportunities that constitute or may constitute or appear to constitute a conflict of interest or which materially interfere with, delay, jeopardize or otherwise conflict with Consultant's duties under this Agreement, without the prior written consent of the Chief Executive Officer of Image Newco, which consent (in the case of possible or apparent conflicts (as distinguished from actual conflicts)) shall not be unreasonably withheld.
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Compliance; Conflicts. In rendering the Services hereunder, Consultant shall obtain and maintain all necessary or appropriate licenses, permits and registrations and shall comply with all applicable laws and regulations and policies of Company. Consultant shall not pursue any business opportunities that constitute or may constitute or appear to constitute a conflict of interest or which materially interfere with, delay, jeopardize or otherwise conflict with Consultant's duties under this Agreement.
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Compliance; Conflicts. Owner will timely comply with applicable provisions of the Operating Agreement and other applicable Program Requirements (including, but not limited to the terms and conditions of this Agreement and other Loan Documents. In the event of any conflict among the various Loan Documents or the Loan Documents with any other applicable documents, the terms of the Operating Agreement will prevail.
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Related to Compliance; Conflicts

  • Compliance Confidentiality The signatory agencies shall fully comply with the Federal Health Insurance Portability and Accountability Act of 1996 “HIPAA” 42 USC 1320d (45 CFR 164.103) through the juvenile justice system exception to the Federal Family Educational Rights and Privacy Act “FERPA” 20 USC 1232g (34CFR 99.31). Child Welfare shall comply with Division 31 Regulations and Welfare and Institutions code 300 and 827.

  • IRS Compliance a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions).

  • Compliance Matters (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

  • Waiver of Compliance; Consents Except as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but any such waiver of such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent failure to comply therewith.

  • Compliance Requirements A. Nondiscrimination. The Contractor agrees to comply, and to require its subcontractor(s) to comply, with the nondiscrimination provisions of MCL 37.2209. The Contractor further agrees to comply with the provisions of Section 9:158 of Chapter 112 of the ▇▇▇ Arbor City Code and to assure that applicants are employed and that employees are treated during employment in a manner which provides equal employment opportunity.