Compliance Covenants Sample Clauses
Compliance Covenants. The Borrower covenants and agrees with each of the Lenders that, so long as any Commitment remains in effect, any Specified Letter of Credit remains outstanding, any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, and until payment in full of all amounts payable by any Borrower Party under the Financing Documents to which they are a party:
Compliance Covenants. Each of NVS and HMI covenant to the other as follows:
Compliance Covenants. 15.1 Each party agrees to observe and comply fully and promptly with the provisions of the Articles to the intent and effect that each and every provision thereof shall be enforceable by the parties to this Agreement between themselves and in whatever capacity notwithstanding that any such provision might not have been so enforceable in the absence of this clause.
15.2 Subject to any provision of the Agreement which is expressed to apply solely to the Senior Managers, each Manager severally undertakes (for himself and not any other Manager) to the Investors that, subject to his statutory and fiduciary duties from time to time, he will exercise his rights in the Company (whether as a Shareholder or as a director or both) to procure (so far as he is legally able) that full effect is given to the obligations of the Company under this Agreement and the Articles.
15.3 The Investors undertake to the Managers that they will exercise their rights as Shareholders in the Company to procure (as far as they are legally able) that full effect is given to the obligations of the Company under this Agreement and the Articles.
15.4 In the case of any obligation on the part of any Group member contained in this Agreement, subject to any provision of the Agreement which is expressed to apply solely to the Senior Managers, each Manager severally undertakes to the Investors (for himself and not any other Manager) that he will exercise his rights in the Company (whether as a Shareholder or as a Director or both) to procure (so far as he is legally able) that the relevant Group member shall observe the same.
15.5 In order to secure each Junior Manager’s obligations under clause 15.1 and (but only to the extent his obligation thereunder applies in his capacity as a Shareholder) clause 15.2, each Junior Manager hereby appoints the Company and the Investor Directors (the “Attorneys”) to act as his attorney, or, failing which, his agent, with authority in that Manager’s name and on his behalf to consent to the holding of any meetings of the Company or of any classes of its shareholders at short notice, to attend and vote at any meeting of the Company or of any class of its shareholders including at any adjournment of any such meeting and to sign any written resolutions of the Company or of any class of its shareholders as are required to implement any resolution pursuant to and in accordance with the terms of clauses 15.1 and 15.
15.6 Each Junior Manager hereby declares that the pow...
Compliance Covenants. (a) The Company shall ensure that the Group Companies shall (i) conduct their respective business in compliance in all material respects with all applicable laws and (ii) obtain, make and maintain in effect, all consents, permits, approvals, authorizations, registrations and filings from the relevant Governmental Authority or other Persons required in respect of the due and proper establishment and operations of each Group Company as now conducted in accordance with applicable laws and regulations.
(b) Each Shareholder and the Company agrees that neither the Company, nor any Company Representative shall, directly or indirectly, make or authorize any offer, gift, payment, or transfer, or promise of, any money or anything else of value, or provide any benefit, to any Government Official, Governmental Entity, or other Person that would result in a breach of any applicable Anticorruption Law, by the Company or such Company Representative.
Compliance Covenants. For so long as the GS Investors (together with any Affiliates are deemed to control the Parent for purposes of any Banking Regulation, the parties hereto agree as follows:
Compliance Covenants. The Company shall procure that the Group Companies at all times comply with the compliance covenants set out in Schedule I after the Closing Date.
Compliance Covenants. Supplier has not offered or given and shall not offer or give anything of value (in the form of entertainment, gifts, gratuities or otherwise) to BUYER’s employees or representatives for the purpose of obtaining the Order or favorable treatment under the Order. Any breach of this warranty shall be a material breach of this Agreement. Supplier represents and warrants that it has not made, nor will it make, or offer to make any political contributions, or pay, or offer to pay any fees or commissions in connection with these Terms and Conditions, the Agreement or any Order. Supplier hereby further agrees that: Supplier shall avoid and refrain from all activities that would place Supplier in a position where Supplier could obtain, or appear to obtain, an unfair competitive advantage; Neither Supplier nor, where applicable, any individuals used by the Supplier in the performance of the Services hereunder, is subject to post-employment or similar “revolving door” restrictions imposed under rules established by any government, including the U.S. Government, that might prohibit or impact the effective performance of the Services for or on behalf of BUYER; and If Supplier is required to register with a federal, state or local authority due to Supplier’s status under any such law (e.g. – lobbyist status, broker status, any registration required by the Foreign Agents Registration Act), Supplier shall provide a copy of the registration and any report submitted to the authority related to the Services to BUYER.
Compliance Covenants. Each Party shall observe and comply fully with this Agreement and each of the Transaction Documents and undertakes to exercise such Party's rights to give full effect to the provisions of this Agreement, including to pass any Shareholder resolutions and / or class consents (whether at a General Meeting or by way of written Shareholder resolutions) of Stubco and to enter into such proxies, consents to short notice, waivers of rights of pre-emption and other documentation as is required to implement any new issue of Securities, Transfer permitted by Clause 8, Exit or Reorganisation Transaction in each case permitted or required by, and carried out in accordance with, the terms of this Agreement. 13 Confidentiality
13.1 Announcements No announcement, communication or circular in connection with the existence or the subject matter of this Agreement or any other Transaction Document shall be made or issued by or on behalf of any Party or any of its Affiliates without Lead Investor Consent. This shall not affect any announcement, communication or circular required by law or any governmental or regulatory body, court order or the rules of any relevant stock exchange. Before complying with any such obligation to make an announcement or communication or issue a circular, the Party with such an obligation (or whose parent undertaking has such an obligation) shall consult with the Lead Investor insofar as is reasonably practicable.
Compliance Covenants. Each of BioNTech and Biotheus covenant to the other as follows:
Compliance Covenants. For so long as GM or an Affiliate thereof is a Member, the Company shall, and shall cause each of its Subsidiaries to, comply with each of the policies attached as Schedule “H” (the “Compliance Covenants”), the Compliance Covenants may not be amended without GM’s consent. In the event of a breach by the Company of the Compliance Covenants that is not Cured or cannot be Cured and GM is not then a Defaulting Member, GM and its Affiliates shall have the right to, in its sole discretion, pursue one or more of the following remedies: (a) (i) for so long as the DOE Loan is outstanding, sell a portion or all of their Units to the Company (and the Company shall buy such Units) for an aggregate purchase price of up to $[Redacted — commercially sensitive information], or (ii) if the DOE Loan has been terminated, sell a portion or all of their Units to the Company (and the Company shall buy such Units) for a purchase price per Unit (the “Compliance Put Purchase Price”) equal to the highest of (1) the Fair Market Value of a Unit,