Regulatory and Compliance Clause Samples

Regulatory and Compliance. The provisions of this Article IV shall in no way limit the ability of any Stockholder, or the corporate parent or affiliate thereof, to make any disclosure regarding any project, research or agreement of the Company, of a kind required to comply with either (i) the securities laws and regulations of the United States, the Republic of Singapore or any other jurisdiction in which such entity shall have any securities or reporting obligations; or (ii) the disclosure rules of any securities exchange, market, quotation system, alternative trading system or similar institution on which the securities of such entity are traded, quoted, marketed or otherwise listed or available for sale.

Regulatory and Compliance. In accordance with s83 of the Consumer Rights Act 2015 We are a member of the Consumer Redress Scheme operated by the Property Redress Scheme. They can be contacted by telephone on ▇▇▇▇ ▇▇▇ ▇▇▇▇ and more information can be found about them on their website at ▇▇▇.▇▇▇▇▇▇.▇▇.▇▇. You should note that they will not deal with a complaint unless You have complained to Us first and given Us a reasonable opportunity to respond. Our PRS Membership Number is PRS005422.

Regulatory and Compliance. 15.1 All authorisations, licences, consents and other permissions and approvals (other than those which relate to Intellectual Property) which are material in the context of and required for or in connection with the carrying on the business of the Company are in full force and effect. 15.2 There are attached to the Seller Disclosure Letter copies of all material written correspondence during the twelve months ending on the date of this Agreement between the Company and the FSA. 15.3 So far as the Company is aware, the Company operates, and has in the past three years prior to the date of this Agreement operated, its business in accordance with all applicable Regulatory Rules in all material respects. 15.4 The Company has not received any written notification that: (A) any regulatory authorisation, permission, licence or consents referred to in paragraph 15.1 will be revoked, suspended, cancelled or not renewed or made subject to any new material conditions; or (B) it has not complied with any terms or conditions of any such authorisations, licences, consents, permissions or approvals. 15.5 During the three years prior to the date of this Agreement, the Company has filed all material reports, data, other information returns and other applications required to be filed with or otherwise provided to the FSA during the three years prior to the date of this Agreement in accordance with all applicable regulations and requirements. 15.6 During the three years prior to the date of this Agreement, the Company has not been and is not the subject of any material inquiry or investigation by the FSA as a result of which any material adverse finding was or is likely to be made against the Company and which would have a material adverse on the financial position or prospects of the Company”. 15.7 During the three years prior to the date of this Agreement, the Company has not, and, so far as the Company is aware, none of its directors or employees has, been the subject of any censure, disciplinary hearings or material fines by the FSA, any US Regulatory Authority or any other regulatory authority whether in the United States, the United Kingdom or in any other jurisdiction. 15.8 The Seller Disclosure Letter contains details of all material complaints received by the Company in the past three years.

Regulatory and Compliance. (a) To Black Diamond’s knowledge, the Ongoing Phase 1 Clinical Trial can be resumed without regulatory requirements other than IND transfer to Servier in the United States. (b) There are no material investigations, inquiries, actions, or other proceedings pending before or, to Black Diamond’s knowledge, threatened by any Regulatory Authority or other Governmental Authority with respect to any Licensed Product or Licensed Compound arising from any violation of Applicable Law by Black Diamond or a Third Party acting on behalf of Black Diamond in the Development or Manufacture of a Licensed Product or Licensed Compound, and Black Diamond has not received written notice threatening any such investigation, inquiry, action, or other proceeding. (c) The Development and Manufacture of the Licensed Compound and Licensed Products prior to the Effective Date has been conducted in all material respects with all Applicable Laws, including cGMP, GLP and GCP. (d) In the course of the Development of the Licensed Compound and Licensed Products, Black Diamond has not, to its knowledge, used any ACTIVE/137201408.8 employee or consultant that is debarred by any Regulatory Authority or is the subject of debarment proceedings by any Regulatory Authority. (e) Neither Black Diamond nor any of its Affiliates is engaged in any litigation, opposition or arbitration related to the Licensed Products and, to Black Diamond’s knowledge, there are no such litigation, opposition or arbitration proceedings pending or threatened by written notice to Black Diamond. (f) The rights granted to Servier under this Agreement are not subject to any right, license or interest under the Licensed Patent Rights in favor of any government due to funding obtained with respect to Licensed Compounds or Clinical Trials carried out in government owned hospitals which would conflict with the rights granted to Servier under this Agreement. (g) No information or documentation provided by Black Diamond to Servier as part of the due diligence process contain any untrue or misleading statement of a material fact.

Regulatory and Compliance. (a) Each party hereto shall be responsible for its own compliance with any and all Applicable Laws applicable to its performance under this Agreement; provided, however, that each ▇▇▇▇▇▇ Europe Entity and LBHI Entity shall, subject to reimbursement of out-of-pocket expenses by the requesting party, cooperate and provide one another with all reasonably requested assistance (including the execution or provision of documents and the provision of relevant information such as, but without limitation, personal account dealing information of any Representative and access to premises) required by the requesting party to ensure compliance with all Applicable Laws in connection with any regulatory action, requirement, inquiry or examination related to this Agreement or the Services. (b) Each Provider and Recipient shall, save to the extent prevented by Applicable Law notify the other of (1) any material regulatory or compliance issue arising under this Agreement of which it becomes aware (2) any development that may have a material impact on its ability to carry out the Services effectively and in compliance with Applicable Law and shall co-operate in good faith to resolve those issues. (c) If a party is contacted by a Governmental Body in connection with this Agreement, it shall, if permitted by the Governmental Body to do so: (i) promptly notify the other party and co-ordinate any interaction with the Regulator; and (ii) keep the other party informed of all discussions and correspondence with the Government Body, unless it reasonably determines that to do so would create a conflict of interest between the parties.

Regulatory and Compliance. (a) The Seller has not, since the Relevant Date, received written notice from any Government Agency or regulatory body that it is in violation of, or in default with respect to, any statute, regulation, order, decree or judgment of any court or Government Agency. (b) The Seller is conducting and has at all times conducted the Business in accordance with all applicable laws, orders, rules and regulations. (c) The Seller has filed all material reports, data and other information, applications and notices required to be filed with or otherwise provided to a Government Agency in relation to the Business since the Relevant Date and no deficiencies to the operations, financial condition, Assets, Properties or Business prospects have been asserted in writing by a relevant Government Agency to any member of the Seller’s Group with respect to any such reports, data and other information, applications and notices filed with such Government Agency. (d) The Seller has not (in relation to the Business) and so far as the Seller is aware, no officer, agent or employee representing or acting on behalf of it or any member of the Seller’s Group has (in relation to the Business), paid, offered, promised, given or authorised or requested (including inducing or authorising another person to offer, promise or grant), received or accepted any payment, money or any other advantage intended to induce or reward improper performance of a function or activity or to accord any unfair preference.

Regulatory and Compliance. 4.1 All material authorisations, licences, consents, permissions and approvals required by the Purchaser or any other member of the Purchaser Group are in full force and effect. 4.2 None of the authorisations, licences, consents, permissions or approvals referred to in paragraph 4.1 (above) have been revoked, suspended, cancelled, not renewed, materially varied or made subject to any material restriction or condition (in whole or in part) and no such revocation, suspension, cancellation, non-renewal, material variance or material restriction or condition has been threatened in writing by any Regulatory Authority prior to the date of this agreement. 4.3 During the two years prior to the date of this agreement, there has been no written notification from any Regulatory Authority that any of the Purchaser or any other member of the Purchaser Group is or has been the subject of any inquiry, investigation, injunction or restitution order by a Regulatory Authority that would, individually or in the aggregate, reasonably be expected to materially delay or prevent Completion or the other transactions contemplated by the Transaction Documents. 4.4 Each of the Purchaser and each other member of the Purchaser Group has filed all material reports, data and other information, applications and notices required to be filed with or otherwise provided to the relevant Regulatory Authority during the two years prior to the date of this agreement other than to the extent that the failure to make such filing would not, individually or in the aggregate, reasonably be expected to materially delay or prevent Completion or the other transactions contemplated by the Transaction Documents. 4.5 As of the date of this agreement, none of the Purchaser or any other member of the Purchaser Group is a claimant or defendant in or otherwise a party to any material litigation, arbitration, regulatory or disciplinary proceedings with any Regulatory Authority in connection with the Reinsured Business which are in progress and that would, individually or in the aggregate, reasonably be expected to materially delay or prevent Completion or the other transactions contemplated by the Transaction Documents.

Regulatory and Compliance. 19.1 All material authorisations, licences, approvals, consents, permissions, registrations, permits, notifications, waivers, orders or exemptions ("Permits") required for or in connection with the business of the Group (including, without limit, the holding of any assets) have been obtained and are in full force and effect and the Group is in compliance with the terms and conditions of such Permits. No act, event or omission has occurred as a result of which any Permit is likely to be cancelled, suspended, modified, revoked or not renewed or otherwise affected in whole or in part. 19.2 No Group Company has received written notice of any complaint, investigation, enquiry or enforcement proceedings by any governmental, administrative, regulatory body or other Government Entity nor, so far as the Warrantors are aware, are there any circumstances which are likely to give rise to any such investigation, inquiry or enforcement proceedings. 19.3 Each Group Company is conducting, and has conducted, the business of the Group in material compliance with all material applicable laws and no Group Company is, and has been, in material breach of any such applicable laws. 19.4 There is no investigation disciplinary proceeding or enquiry by, or order, decree, decision or judgment of, any court, tribunal, arbitrator, governmental agency, regulatory body or other Government Entity outstanding or anticipated against any Group Company or so far as the Warrantors are aware, any person for whose acts or defaults it may be vicariously liable, and no Group Company has received any notice or other communication (official or otherwise) with respect to an alleged, actual or potential violation and/or failure to comply with any applicable law, or requiring it to take or omit any action. 19.5 All documents, reports and notices required to be maintained or filed with any Government Entity by the Group with respect to the Group or any product of the Group have been maintained or filed on a timely basis, and were complete and accurate as at the date of filing, or were subsequently updated, changed, corrected, or modified prior to the date of this Agreement. 19.6 So far as the Warrantors are aware, neither a Group Company, nor any director, officer, Employee or agent of a Group Company, nor any significant shareholder of a Group Company, has committed any act that would cause any Group Company at any time, or as of the date of this Agreement, the Buyer, to be in violation of any Anti-Cor...

Regulatory and Compliance. All material authorisations, licences, consents, permissions and approvals required by the Purchaser or any other member of the Purchaser Group are in full force and effect.