Compliance and Qualifications Sample Clauses

Compliance and Qualifications. (i) To Galapagos’ Knowledge, Galapagos and its Affiliates have conducted, and their respective contractors, licensees and consultants, have conducted in all material respects all Development under the Galapagos Programs in accordance with all Applicable Laws, including current Good Clinical Practices, Good Laboratory Practices, Good Manufacturing Practices and the Declaration of Helsinki. (ii) Galapagos and its Affiliates and licensees have generated, prepared, maintained and retained all Regulatory Documentation that is required to be maintained or retained with respect to the Autotaxin Program and the ADAMTS-5 Program pursuant to and in accordance with Applicable Law, and all such Regulatory Documentation is true, complete and correct and what it purports to be. (iii) In connection with the collection, storage, transfer (including any transfer across national borders) or use of any information relating to identified or identifiable natural persons (collectively “Personal Information”) by or on behalf of Galapagos or any of its Affiliates relating to any Pre-Program Activities or Galapagos Program, Galapagos and its Affiliates are in compliance in all material respects with all Applicable Laws in all relevant jurisdictions, internal privacy policies and the requirements of any contract or codes of conduct to which Galapagos or any of its Affiliates is a party. Galapagos and its Affiliates have commercially reasonable technical and organizational measures in place to ensure the security of all Personal Information it controls or processes. Galapagos and its Affiliates are in compliance in all material respects with all Applicable Laws relating to breaches of security affecting Personal Information and associated notification obligations. Neither Galapagos nor any of its Affiliates has received a complaint regarding its collection, storage, transfer or use of Personal Information. Galapagos agrees to execute or cause to be executed any additional clauses or agreements necessary to comply with data protection laws prior to the transfer of Personal Information.
Sample 1Sample 2See All (4)
Compliance and Qualifications. (i) To Assembly’s Knowledge, Assembly and its Affiliates have conducted, and their respective contractors, licensees and consultants, have conducted all Research and Development under the Assembly Programs, and any Pre-Program Activities in accordance with all Applicable Laws, including current Good Clinical Practices, Good Laboratory Practices, Good Manufacturing Practices and the Declaration of Helsinki. (ii) Assembly and its Affiliates and, to Assembly’s Knowledge, their licensees have generated, prepared, maintained and retained all regulatory documentation that is required to be maintained or retained with respect to any Assembly Programs or any Pre-Program Activities existing as of the Effective Date pursuant to and in accordance with Applicable Law, and all such regulatory documentation is true, complete and correct. (iii) In connection with the collection, storage, transfer (including any transfer across national borders) or use of any information relating to identified or identifiable natural persons (collectively “Personal Information”) by or on behalf of Assembly or any of its Affiliates relating to any Pre-Program Activities or Assembly Program, Assembly and its Affiliates are in compliance in all material respects with all Applicable Laws in all relevant jurisdictions, internal privacy policies and the requirements of any contract or codes of conduct to which Assembly or any of its Affiliates is a party. Assembly and its Affiliates have commercially reasonable technical and organizational measures in place to ensure the security of all Personal Information it controls or processes. Assembly and its Affiliates are in compliance in all material respects with all Applicable Laws relating to breaches of security affecting Personal Information and associated notification obligations. Neither Assembly nor any of its Affiliates has received a written complaint regarding its collection, storage, transfer or use of Personal Information. Assembly agrees to execute or cause to be executed any additional clauses or agreements necessary to comply with data protection laws prior to the transfer of Personal Information.
Sample 1
Compliance and Qualifications. NMC shall and will ----------------------------- cause NMC Service Personnel to comply with Applicable Contracting Owner Policies, including without limitation procedures applicable to personnel granted unescorted access to the Plant. NMC Service Personnel providing services under this Agreement shall all be qualified by education, training, or experience, and shall be capable of performing to industry and/or applicable professional standards. Such personnel also shall meet all applicable NRC operating license, technical specifications, and other applicable regulatory requirements and commitments. Qualification shall be subject to audit and nonqualifying NMC Service Personnel shall not engage in activities for which they are not qualified.
Sample 1
Compliance and Qualifications. To the knowledge of the Buyer Parties, there is no fact concerning the Buyer Parties that has not been disclosed in writing by them to AWS that would be reasonably likely (a) to render the Buyer Parties legally, technically or financially unqualified under the Communications Act of 1934, as amended, and the rules and regulations of the FCC thereunder, to hold the FCC Licenses described in Schedule 4.6(b) or the Shares of the Company or (b) to cause the acquisition of the Shares by the Buyer Parties to disqualify Claircom Licensee from holding the FCC Licenses described in Schedule 4.6(b).
Sample 1
Compliance and Qualifications. To Gilead’s Knowledge, Gilead and its Affiliates have conducted, and their respective contractors, licensees and consultants, have conducted all Research under the Gilead Programs in accordance with all Applicable Laws, including current Good Laboratory Practices and the Declaration of Helsinki.
Sample 1
Compliance and Qualifications. In connection with the business of EOI and the Facilities, EquaGen shall cause all Support Personnel provided hereunder to bring to bear his or her full experience and expertise in the performance of his or her duties and to comply with Applicable EOI Policies, including without limitation procedures applicable to personnel granted unescorted access to the Facilities. However, no Support Personnel shall be required to comply with Applicable EOI Policies that are inconsistent with Applicable Laws or Applicable Permits. Any perceived conflict between an Applicable EOI Policy and an Applicable Law or Applicable Permit by a member of the Support Personnel shall be promptly reported to EOI. Support Personnel providing services under this Agreement shall all be qualified and capable of performing their duties consistent with Good Utility Practices, Applicable Laws and Applicable Permits. Such personnel also shall meet all applicable Operating License, technical specifications, and other applicable regulatory requirements and commitments.
Sample 1
Compliance and Qualifications. In connection with the business of EquaGen and the Facilities, ESI shall cause all Support Personnel provided hereunder to bring to bear his or her full experience and expertise in the performance of his or her duties and to comply with Applicable EquaGen Policies, including without limitation procedures applicable to personnel granted unescorted access to the Facilities. However, no Support Personnel shall be required to comply with Applicable EquaGen Policies that are inconsistent with Applicable Laws or Applicable Permits. Any perceived conflict between an Applicable EquaGen Policy and an Applicable Law or Applicable Permit by a member of the Support Personnel shall be promptly reported to EquaGen. Support Personnel providing services under this Agreement shall all be qualified and capable of performing their duties consistent with Good Utility Practices, Applicable Laws, and Applicable Permits. Support Personnel shall also meet all applicable Operating License, technical specifications, and other applicable regulatory requirements and commitments.
Sample 1

Related to Compliance and Qualifications

  • Organization and Qualifications Customer and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it presently is engaged and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where it presently is engaged in business and is required to be so qualified.

  • Formation and Qualification (a) Each Borrower is duly incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto. (b) The only Subsidiaries of each Borrower are listed on Schedule 5.2(b).

  • Existence and Qualification The Contracting Party is an Oklahoma municipality, validly existing and in good standing under the laws of the State of Oklahoma, and the Contracting Party has all requisite power and authority to own, operate and lease its properties and to carry on its business as presently conducted.

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

  • Number and Qualifications The number of Managers of the Company shall not be less than three nor more than five, as may be determined by the Member from time to time, but no decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager.

  • Diversification and Qualification 6.1. The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity or life insurance contracts, whichever is appropriate, under the Code and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will, with respect to each Designated Portfolio, comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5. 6.2. The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

  • Due Organization and Qualification Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

  • Existence and Qualification; Power; Compliance With Laws Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of California. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, and each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing could not reasonably be expected to have a Material Adverse Effect. Borrower has all requisite power and authority to conduct its business, to own and lease its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The chief executive offices of Borrower are located in San Dimas, California. All outstanding capital stock of Borrower is duly authorized, validly issued, fully paid and non-assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities or other Laws. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except where the failure so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc., file, register, qualify or obtain exemptions could not reasonably be expected to have a Material Adverse Effect.

  • Corporate Organization and Qualification Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.

  • Organization and Qualification of Seller Seller is a corporation and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.