Both Parties. The following is expressly understood by all parties of the Agreement:
1. Legal custody of the child or children shall at all times remain with the Cabinet.
2. The parties shall work in partnership and comply with all applicable federal and state laws for services provided under this agreement including:
A. Private Child-Caring:
1) Title 920 Kentucky Administrative Regulation (KAR), Cabinet for Health and Family Services o Chapter 1 Administration ▪ 920 KAR 1:060. Protection of human subjects. ▪ 920 KAR 1:070. Deaf, hard of hearing, and speech impaired persons services. ▪ 920 KAR 1:090. Client Civil Rights complaint process.
2) Title 922 Kentucky Administrative Regulation (KAR), Cabinet for Health and Family Services Department for Community Based Services Protection and Permanency, o Chapter 1 Child Welfare ▪ 922 KAR 1:140. Xxxxxx care and adoption permanency services. ▪ 922 KAR 1:300. Standards for child-caring facilities. ▪ 922 KAR 1:305. Licensure of child-caring facilities and child-placing agencies. ▪ 922 KAR 1:320 Service appeals ▪ 922 KAR 1:330, Child protective services. ▪ 922 KAR 1:360. Private child care placement, levels of care, and payment. ▪ 922 KAR 1:380. Standards for emergency shelter child-caring facilities. ▪ 922 KAR 1:390. Standards for residential child-caring facilities ▪ 922 KAR 1:510. Authorization for disclosure of protection and permanency.
3) Title I Kentucky Revised Statutes (KRS) Sovereignty and Jurisdiction of the Commonwealth o KRS Chapter 2 Citizenship, Emblems, Holidays, and Time ▪ KRS 2.015 Age of majority--Exceptions.
4) Title III Kentucky Revised Statutes (KRS), Executive Branch o KRS Chapter 17 Public Safety ▪ KRS 17.165 Definitions--Criminal record check for job applicants at child- care centers--Restrictions on employing violent offenders or persons convicted of sex crimes.
5) Title XIII Kentucky Revised Statutes (KRS), Education o KRS Chapter 158 Conduct of Schools—Special Programs ▪ KRS 158.137 Educational passports for state agency children.
6) Title XVII Kentucky Revised Statutes (KRS), Economic Security and Public Welfare o KRS Chapter 199 Protective Services for Children—Adoption ▪ KRS 199.011 Definitions for chapter. ▪ KRS 199. 640 Licensing of child-caring and child-placing agencies or facilities—License fees—Standards—Recordkeeping and reporting—Use of corporal punishment—Prohibition against hiring convicted sex offender— Confidentiality of records. ▪ KRS 199.645 Administrative regulations for facilities and...
Both Parties. Each party acknowledges that any breach of the agreements in this Section 16 would result in immediate and irreparable harm to the other parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the other parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.
Both Parties. The fees and costs related to the Closing shall include but not be limited to a title search (including the abstract and any owner’s title policy), preparation of the deed, transfer taxes, recording fees, and any other costs by the title company that is in standard procedure with conducting the sale of a property.
Both Parties. Each Party represents and warrants to the other Party as follows:
Both Parties. As to both parties, the following section shall survive discharge: Section 3.3. (mutual indemnities).
Both Parties. 19.2.1 shall comply with all applicable laws, regulations, codes and sanctions relating to anti- bribery and anti-corruption including but not limited to the Xxxxxxx Xxx 0000;
19.2.2 shall not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Xxxxxxx Xxx 0000 if such activity, practice or conduct had been carried out in the UK;
19.2.3 shall have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Xxxxxxx Xxx 0000;
19.2.4 shall promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement;
19.2.5 warrant that they have no foreign public officials as officers, employees or direct or indirect owners at the Effective Date of this Agreement and agree to immediately notify the other Party if during the validity of this Agreement a foreign public official becomes an officer or employee or acquires a direct or indirect interest.
Both Parties. Each Party represents and warrants to the other Party that: ------------ (i) it is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and that it has the power and authority to enter into this Agreement and the transactions contemplated herein; (ii) the consummation of the transactions described by this Agreement shall not conflict with or result in a breach of any of the terms, provisions or conditions of its Articles of Incorporation or Bylaws, or any statute or administrative regulation or any order, writ, injunction, judgment or decree of any court, regulatory or governmental authority or of any agreement or instrument to which it is a party or by which it is bound or constitute a default thereunder; and (iii) this Agreement has been duly authorized, executed and delivered by it and this Agreement is valid, enforceable and binding upon each Party in accordance with its terms.
Both Parties. The obligations of the parties to consummate the transactions contemplated hereby shall be subject to the following conditions:
(i) The representations and warranties of each of the Company and Purchaser shall be true and correct in all material respects on the Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date).
(ii) There shall not have occurred a suspension or material limitation in trading in the Common Stock on any trading medium or exchange on which the Common Stock was being traded prior to the consummation of the purchase of the Shares.
(iii) The Registration Rights Agreement shall have been executed and delivered by the parties.
(iv) All consents, approvals or authorizations of any person required for the valid authorization, execution and delivery by the parties of this Agreement or for the consummation of the transactions contemplated hereby shall have been obtained.
(v) No action or proceeding by or before any court, administrative body or governmental agency shall have been instituted or threatened by a third party which seeks to enjoin, restrain or prohibit this Agreement or consummation of the transactions contemplated hereby.
Both Parties. Each of the Parties provides the following representations, warranties and covenants during the Term of this Agreement for this Agreement, including the Co-Promotion Agreement (collectively, “the Agreement” for the purposes of this Section 11.1):
(a) Each Party hereby represents, warrants and covenants to the other Party that: (i) it has all requisite right, power and authority to enter into the Agreement on behalf of itself and its Affiliates and to perform its respective obligations hereunder and to cause its Affiliates to perform their respective obligations hereunder; (ii) the execution, delivery and performance by such Party of the Agreement has been duly authorized and approved by all necessary action by such Party; and (iii) assuming due authorization, execution and delivery by the other Party, the Agreement constitutes the legal, valid and binding obligations of such Party, enforceable against such Party in accordance with its respective terms.
(b) Each Party represents, warrants and covenants to the other Party that the execution and delivery of the Agreement and the performance of such Party’s and its Affiliates’ obligations hereunder: (i) do not conflict with or violate any requirement of applicable Law as of the Effective Date; (ii) do not, and will not, conflict with or otherwise interfere with in such a manner as to result in a violation, breach, or default under or require any consent that has not been obtained under any Contract between such Party or any of its Affiliates and any Third Party; and (iii) there are no, and shall be no, liens, conveyances, mortgages, assignments, encumbrances, or other Contracts that would prevent or impair such Party’s or any of its Affiliates’ full and complete exercise of the terms and conditions of the Agreement.
(c) Each Party hereby represents, warrants and covenants to the other Party that it and its Affiliates shall at all times comply with all applicable Laws relating or pertaining to their obligations under the Agreement.
Both Parties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) it has full power and authority to execute, deliver and perform its obligations under this Agreement; and (c) this Agreement is a valid and binding obligation of such Party and enforceable against such Party in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors’ rights generally.
