Certain Compliance Matters. (a) Each Party will materially comply with all Applicable Laws with respect to its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Party shall be required to undertake any activity or obligation under this Agreement which such Party has reason to believe may violate any Applicable Laws; provided however, that a Party which so believes shall promptly inform the other Party of such belief.
Certain Compliance Matters. (a) Neither Seller nor any Affiliate, director, officer or employee, nor, to the knowledge of Seller, any distributor, agent, representative, sales intermediary or other third party acting on behalf of Seller or any of its Affiliates, in any way relating to the Business, the Transferred Companies or the Transferred Assets: (i) has taken any action in material violation of any applicable anticorruption Law, including the U.S. Foreign Corrupt Practices Act (“FCPA”) (15 U.S.C. § 78 dd-1 et seq.) or (ii) has corruptly offered, paid, given, promised to pay or give or authorized the payment or gift of anything of value, directly or indirectly, to any “Public Official,” as defined in Section 3.19(b), for purposes of (A) influencing any act or decision of any Public Official in his official capacity; (B) inducing such Public Official to do or omit to do any act in violation of his lawful duty; (C) securing any improper advantage; or (D) inducing such Public Official to use his or her influence with a government, Governmental Entity, or commercial enterprise owned or controlled by any government (including state-owned or state-controlled medical facilities), in order to assist the Business or any Person related in any way to the Business, the Transferred Companies or the Transferred Assets, in obtaining or retaining business or directing any business to any Person, in each case, as would be a material violation of applicable Law.
Certain Compliance Matters. The Partnership shall maintain in effect policies and procedures designed to achieve compliance by the Partnership, its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with applicable Anti-Corruption Laws and Sanctions. The Partnership and each of its Subsidiaries shall comply with all applicable Anti-Corruption Laws and Sanctions in all material respects.
Certain Compliance Matters. The Trading Advisor shall use its reasonable best efforts to cooperate with instructions given to the Trading Advisor by the Trading Entity to satisfy any compliance requirements that arise under any applicable governmental, regulatory and self-regulatory laws, rules or regulations, including any that may arise because the Registered Fund is registered under the 1940 Act and has elected to be a “regulated investment company” under the Code.
Certain Compliance Matters. Neither the Seller, nor any of its directors, managers, officers or employees, nor, to the knowledge of the Seller, any agent, Affiliate, joint venture partner or other Person associated with or acting on behalf of the Seller, is an individual or entity, or controlled by an individual or entity (within the meaning of the applicable Law), that is currently or has been (i) the subject or the target of any sanctions (including, without limitation, any enabling legislation, executive orders, or regulations) administered or enforced by the United States government (including, without limitation, sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury or any other relevant governmental authority (collectively, “Sanctions”), including Persons that are the subject or the target of the designations “specially designated national,” “blocked person,” “foreign sanctions evader,” or any individual on the “Sectoral Sanctions Identification List,” or any similar list maintained by any
Certain Compliance Matters. To the extent any such business exists, the Company shall use reasonable best efforts to cause the cessation or disposition, by no later than the Effective Time, by the Company and its Subsidiaries of any Contract, transaction or other business, direct or indirect, with any OFAC Prohibited Party.
Certain Compliance Matters. 54 Section 3.24. Grants, Incentives and Subsidies. .......................................................... 55 ii Article IV Representations and Warranties of Buyer .................................................................. 56 Section 4.01. Buyer’s Organization; Power; Execution .............................................. 56 Section 4.02. Consents and Approvals; Absence of Violation or Conflicts ................ 56 Section 4.03. Litigation ............................................................................................... 57 Section 4.04.
Certain Compliance Matters. (a) Since October 1, 2017, neither the Transferred Company, nor Asset Transferring Affiliate, nor any director, officer or employee, or, to the knowledge of Seller, any distributor, agent, representative, sales intermediary or other third party acting on behalf of the Transferred Company or Asset Transferring Affiliate, in any way relating to the Business: (i) has taken any action in violation of any applicable anticorruption Law, including the U.S. Foreign Corrupt Practices Act (“FCPA”) (15 U.S.C. § 78 dd-1 et seq.), the International Travel Act of 1961, (18 U.S.C. § 1952), The Bribery Act of 2010 of the United 55 Kingdom and the Criminal Justice (Corruption Offences) Act 2018 of Ireland or (ii) has corruptly offered, paid, given, promised to pay or give or authorized the payment or gift of anything of value, directly or indirectly, to any “Public Official”, as defined in Section 3.23(b), for purposes of (A) influencing any act or decision of any Public Official in his or her official capacity; (B) inducing such Public Official to do or omit to do any act in violation of his or her lawful duty; (C) securing any improper advantage; or (D) inducing such Public Official to use his or her influence with a government, Governmental Entity, or commercial enterprise owned or controlled by any government (including state-owned or - controlled medical facilities), in order to assist the Transferred Company or any Person related in any way to the Business in obtaining or retaining business or directing any business to any Person, except, in each case, as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Business or otherwise materially impair the operation of the Business. The Transferred Company and Asset Transferring Affiliate (with respect to the Business) have instituted and maintained policies and procedures designed to prevent such actions from occurring and to detect such actions if they do occur. (b) For purposes of this Section 3.23, “Public Official” means: (i) any officer, employee or representative of any regional, federal, state, provincial, county or municipal government or government department, agency, or other division; (ii) any officer, employee or representative of any commercial enterprise that is owned or controlled by a government, including any state-owned or -controlled medical facility; (iii) any officer, employee or representative of any public international organization, such as the ...
Certain Compliance Matters. 15 No Other Representations or Warranties. ...........................................................15 Article 7 7 . 1 CONFIDENTIALITY AND PUBLICITY ..............................................................16 Confidentiality. ..................................................................................................16 Article 8 8 . 1 8 . 2 TERM AND TERMINATION................................................................................16 Term. .................................................................................................................16 Termination by Mutual Agreement. ...................................................................16
Certain Compliance Matters. The Company promptly will and will cause Centennial promptly to:
