Anti-Corruption, Influence Peddling and Politically Exposed Person Sample Clauses

Anti-Corruption, Influence Peddling and Politically Exposed Person. 15.1 The Parties shall always act in accordance with the national and foreign laws and regulations applicable to the detection and prevention of risks of corruption and influence peddling, and in particular to French Law n° 2016-1691 of 9 December 2016 relating to transparency fight against corruption and modernization of the economy ("Sapin II Law") and any relevant regulation specifically applicable to the Buyer. In compliance with those laws and regulations, and Sapin II Law in particular, the Supplier performs due diligence on third parties with whom it intends to enter into or to continue a business relationship with. In the event this due diligence were to reveal material ethical risks which, in Supplier reasonable opinion, cannot be adequately mitigated, Supplier may, without incurring payment of damages or indemnity to Buyer, be entitled to unilaterally terminate this/any applicable Contract. This termination shall be effective with immediate effect upon written notice to be sent to the Buyer and shall be without prejudice to any other remedies that may be available to Supplier under applicable law. Whether directly or through third parties, neither Party shall propose to any person, or shall accept from any person, any offer, promise, donation, gift or benefit of any kind which would be linked to a misuse that would be made by this person, or that has already been made by that person, of his/her real or supposed influence, with a view to obtaining, for itself or for others, a distinction, a job, a contract or any other favorable decision. Neither Party shall solicit or accept for itself any offer, promise, gift or advantage of any kind, for the purpose of misusing its influence with a view to making of obtaining any favorable decision. Each Party declares to have implemented a compliance program that meets the requirements of the Sapin II Law, insofar as it is subject to this requirement. Any violation by one of the Party of any provision of this clause shall be deemed a material breach of its contractual obligations, entitling the other Party either to suspend the/any applicable Contract performance as long as the breach is not satisfactorily remedied, or to terminate the/any applicable Contract immediately and without prejudice to any other remedy for which it may be entitled under contractual and/or legal provisions.
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  • General All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • NOW, THEREFORE the parties hereto agree as follows:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Definitions As used in this Agreement:

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

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