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. 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. (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. 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. Each Party covenants to the other Party that, in the course of performing its obligations or exercising its rights under this Agreement, it will comply with all Applicable Laws and, without limiting the foregoing:
10.4.1 it will not employ or engage, and if so employed and engaged, it will thereafter cease to use any Person who has been Debarred/Excluded (including any Subcontractor) or is the subject of any proceedings that could result in such Person being Debarred/Excluded;
10.4.2 it will not perform any actions that are prohibited by any Anti-Corruption Laws that are applicable to it; and
10.4.3 it will not, directly or indirectly, make any payment, or offer or transfer anything of value, or agree or promise to make any payment or offer or transfer anything of value, to a government official or government employee, to any political party or any candidate for political office, or to any other Third Party with the purpose of influencing decisions related to either Party or its Affiliates or its or their respective businesses in a manner that would violate Anti-Corruption Laws.
Compliance Covenants. Each of Ipsen and Sutro covenant to the other as follows:
Compliance Covenants.
15.1 Each Party shall observe and comply fully with this Agreement and each of the Transaction Documents to which it is a party and undertakes to exercise such Party’s rights to give full effect to the provisions of this Agreement.
15.2 Clause 15.1 shall include, but not be limited to, passing any Security Holder resolutions and/or class consents (whether at a general meeting or by way of written Security Holder resolutions, and including through the B Shareholders’ Representative) of the Company and to enter into such proxies, consents (including through the B Shareholders’ Representative (as applicable)) to short notice, waivers of rights of pre- emption and other documentation in each case to the extent required to implement any New Issue (including any Expedited Issue), Excluded Issue, Tag-Along Sale, Required Exit, Transfer permitted by Clause 8, Exit or Reorganisation Transaction and in each case as permitted or required by, and carried out in accordance with, the terms of this Agreement.
Compliance Covenants. For so long as the GS Investor Group (together with any Affiliates) are deemed to control the Company for purposes of any Banking Regulation, the parties hereto agree as follows:
(a) the Company shall, and shall cause its Subsidiaries to, take all actions that the GS Investor Group may reasonably request to cause any material legal, regulatory or internal control deficiencies and violations of policies and procedures to be promptly remedied; and
(b) the Company shall not, and shall cause its Subsidiaries not to, purchase or otherwise acquire any shares of capital stock, or securities convertible into or exchangeable for shares of capital stock, of any bank holding company, non-U.S. or U.S., other depositary institution, or any company engaged in financial activity or any “covered fund” as defined in Section 13.7 of the BHC Act.
