Special Regulatory Matters Sample Clauses

The "Special Regulatory Matters" clause defines specific obligations or procedures related to compliance with particular laws, regulations, or government requirements that are especially relevant to the agreement. This clause may outline how the parties must respond to changes in regulatory frameworks, obtain necessary permits, or report certain activities to authorities. Its core function is to ensure that both parties are aware of and prepared to address unique regulatory issues that could impact their rights or obligations under the contract, thereby reducing legal risk and promoting compliance.
Special Regulatory Matters. (a) For purposes of complying with regulatory duties and only to the extent relating to the Manager’s obligations under this Agreement, the Manager will: (i) enable the Client and the internal and independent auditors of the Client and its subsidiaries, as well as the representatives of or, as the case may be, the Commissioner, auditors instructed by the Commissioner or any legal successor, or any other competent supervisory authority (hereinafter referred to as “Supervisory Authority”), to carry out on-site inspections and access its business premises for this purpose as well as its data processing systems and data, and it will grant access to all company books and other files, business records and business materials (hereinafter jointly referred to as the “Books”), and it will enable the copying of the Books, to the extent these relate to the Manager’s duties under this Agreement, if this is required by the Client, the Commissioner, or any person entrusted with the audit or Supervisory Authority, in particular the Commissioner, as part of any regular audit or ad hoc audit of the Books, or in connection with the audit of the Client’s financial statements in accordance with its bye-laws, or any special audit within the meaning of or any other applicable provisions including, without limitation, the Insurance Code. Unless required otherwise by Applicable Law or the respective Supervisory Authorities, tax or any other competent authorities, (i) the Client will provide the Manager with reasonable prior written notice of an audit, (ii) audits shall be conducted no more frequently than annually, except where more frequent controls are mandatory from the Client’s perspective, or where the Commissioner requests the same and (iii) the Client and its auditors will conduct such audits only during normal business hours; (ii) assist in the performance of the above audits at any time and refrain from interfering with such audits in any way. In connection with the above-mentioned audits, the Manager is obliged to reply within a reasonable period of time to any questions which are addressed to the Manager directly by the Supervisory Authority if appropriate and necessary for the purposes of supervision. Any audits performed by the Client must be co-ordinated with the Manager, unless co-ordinating such audits with the Manager is prohibited by any statutory requirements or requirements imposed by any authority including the Commissioner; (iii) cooperate with the Commission...
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Special Regulatory Matters. (a) No Controlled JVCo has engaged in any activity or conduct that has resulted or will result in a material breach of: (i) any applicable laws relating to money laundering and the combat of terrorism financing; (ii) any Anti-Corruption Laws; or (iii) any applicable laws relating to economic or trade sanctions. (b) No Target Company nor, to Seller's Knowledge any of their respective directors, officers, employees or other persons for whom they could be liable nor any other person acting on a Target Company's behalf has engaged in any activity or conduct that has resulted or will result in a material breach of: (i) any applicable laws relating to money laundering and the combat of terrorism financing; (ii) any Anti-Corruption Laws; or (iii) any applicable laws relating to economic or trade sanctions. (c) Target Companies have in place a monitoring and compliance system to ensure compliance with the relevant laws and regulations set out in paragraph 1.6(b)(i) through (b)(iii).
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Special Regulatory Matters. Neither the Sellers nor a Target Company nor Cliffside Helium, LLC and/or Cliffside Refiners, LP, nor any of their directors, officers, employees or other persons for whom they could be liable nor any other person acting on their behalf has, within the three (3) years prior to the date hereof, engaged in any activity or conduct in relation to the Business that has resulted or will result in a material breach of:
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Special Regulatory Matters 
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Related to Special Regulatory Matters

  • Regulatory Matters The parties will negotiate in good faith to resolve regulatory criticisms or concerns expressed by the Office of the Comptroller of the Currency or other U.S. federal or state banking Regulators that can reasonably be addressed through a modification of the Agreement or adoption of mutually agreeable policies or procedures to prevent or resolve a Material Default described by clause (iii) of such definition, subject to applicable legal requirements including restrictions on disclosing confidential supervisory information.

  • Certain Regulatory Matters The clinical, pre-clinical and other studies and tests conducted by or on behalf of or sponsored by the Company or its subsidiaries that are described or referred to in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus were and, if still pending, are being conducted in accordance in all material respects with all statutes, laws, rules and regulations, as applicable (including, without limitation, those administered by the FDA or by any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA). The descriptions of the results of such studies and tests that are described or referred to in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus are accurate and complete in all material respects and fairly present the published data derived from such studies and tests, and each of the Company and its subsidiaries has no knowledge of other studies or tests the results of which are materially inconsistent with or otherwise call into question the results described or referred to in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, neither the Company nor its subsidiaries has received any notices or other correspondence from the FDA or any other foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA with respect to any ongoing clinical or pre-clinical studies or tests requiring the termination or suspension of such studies or tests. For the avoidance of doubt, the Company makes no representation or warranty that the results of any studies, tests or preclinical or clinical trials conducted by or on behalf of the Company will be sufficient to obtain governmental approval from the FDA or any foreign, state or local governmental body exercising comparable authority. The Company has established and administers a compliance program applicable to the Company and its subsidiaries, to assist the Company, its subsidiaries and their directors, officers and employees of the Company and its subsidiaries in complying with applicable regulatory guidelines (including, without limitation, those administered by the FDA and any other foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA). Except as would not be reasonably expected to result in a Material Adverse Effect, neither the Company nor any of its subsidiaries has failed to file with the applicable regulatory authorities (excluding the FDA or any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA) any filing, declaration, listing, registration, report or submission that is required to be so filed. Neither the Company nor any of its subsidiaries has failed to file with the FDA or any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA, any filing, declaration, listing, registration, report or submission that is required to be so filed. All such filings were in material compliance with applicable laws when filed and no deficiencies have been asserted by any applicable regulatory authority (including, without limitation, the FDA or any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA) with respect to any such filings, declarations, listings, registrations, reports or submissions.

  • Tax and Regulatory Matters No Buyer Entity or, to the Knowledge of Buyer, any Affiliate thereof has taken or agreed to take any action, and Buyer does not have any Knowledge of any agreement, plan or other circumstance, that is reasonably likely to (i) prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, or (ii) materially impede or delay receipt of any of the Requisite Regulatory Approvals.

  • Accounting, Tax and Regulatory Matters Each Owner and the Company, -------------------------------------- jointly and severally, represents and warrants to Premiere that neither the Company, any Owner nor any Affiliate thereof has taken or agreed to take any action or has any knowledge of any fact or circumstance that is reasonably likely to (i) prevent the Merger from qualifying for pooling-of-interests accounting treatment or as a reorganization within the meaning of Section 368(a) of the Code, or (ii) materially impede or delay receipt of any consents referred to in Section 5.6 of the Uniform Terms or result in the imposition of a condition or restriction of the type referred to in the last sentence of such Section.

  • Regulatory Matters and Approvals Each of the Parties will give any notices to, make any filings with, and use its reasonable best efforts to obtain any necessary authorizations, consents, and approvals of governments and governmental agencies in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing: