COMPLIANCE FAILURE Sample Clauses

COMPLIANCE FAILURE. Failure of the Contractor to comply with or satisfy the request(s) for improvement of performance or to perform the neglected work specified within ten (10) days shall constitute authorization for the County to have the service(s) performed by others. The entire cost of such work performed by others as a consequence of the Contractor’s failure to perform said service(s), as determined by the County, shall be credited to the County on the Contractor’s future invoice. This section does not preclude the County’S right to terminate the Contract upon ten (10) days written notice with or without cause, as provided in Sub- paragraph 8.39 (Termination for Convenience) of the body of the Contract. Contractor provides services under the Contract to the following Agencies (County Departments): 1. District Attorney 2. Probation Department 3. Sheriff Department 4. Department of Public Social Services 5. Public Defender 6. Alternate Public Defender County estimates the following volumes for conversion under the Contract: Department Volume Sheriff 600,000 / month (single sided or 300,000 double-sided) District Attorney 1,500,000 / month Probation Department 950,000 / month DPSS 50,000 microfiche – total Alternate Public Defender 650,000 / month Public Defender 1,152,000 / month Also approximately 10,000 and 36,000 reels (Sheriff and Probation, respectively) of microfilm and their indices and older records exist that require conversion.
Sample 1Sample 2
AutoNDA by SimpleDocs
COMPLIANCE FAILURE. Failure of Contractor to comply with or satisfy the request(s) for improvement of performance or to perform the neglected work specified within ten (10) days shall constitute authorization for County to have the service(s) performed by others. The entire cost of such work performed by others as a consequence of Contractor’s failure to perform said service(s), as determined by County, shall be credited to County on Contractor’s future invoice.
Sample 1Sample 2
COMPLIANCE FAILURE. (a) If a specific Compliance Failure occurs with respect to any two consecutive calendar months, Servicer shall provide weekly reports to the Operating Committee regarding its progress in remedying the underlying cause of such Compliance Failure until such time as such Compliance Failure no longer exists. (b) If a specific Compliance Failure occurs with respect to any two consecutive calendar months (or three consecutive calendar months with respect to Compliance Failure based on Automated Consumer Dispute Verification Age), Primary Servicer may, at any time prior to the receipt of a Monthly Compliance Report showing such Compliance Failure not to exist, deliver a notice to Servicer terminating Servicer’s responsibilities with respect to the services resulting in such Compliance Failure. Following the delivery of any such notice, (i) Servicer shall use its reasonable best efforts to cooperate with Primary Servicer in a prompt transfer of such services to Primary Servicer (or to an Affiliate of Primary Servicer), including by making any necessary systems changes, and in the maintenance of continuity of such services during such transition; (ii) Servicer shall provide Primary Servicer any additional reports regarding the services being transferred and such Compliance Failure as may be reasonably requested by Primary Servicer; and (iii) The Servicing Fee Rate shall be reduced by an amount equal to (A) the total expense during the preceding twelve calendar months to Servicer (and its Affiliates, if applicable) of providing the services being transferred, divided by (B) the Active Account Total. (c) If a Material Compliance Failure shall occur and continue for ten Business Days after Servicer receives notice of such breach from Primary Servicer, then Primary Servicer may deliver a notice to Servicer terminating the Servicer’s obligations with respect to the services resulting in such Material Compliance Failure. Following delivery of any such notice, Servicer shall use its reasonable best efforts to cooperate with Primary Servicer in a prompt transfer of such services to Primary Servicer (or to an Affiliate of Primary Servicer), including by making any necessary systems changes, and in the maintenance of continuity of such services during such transition.
Sample 1
COMPLIANCE FAILURE. In the event that any member of a Group or their affiliates cannot be licensed or fail or refuse to comply with such conditions, restrictions or limitations of any of the Regulatory Authorities which threatens Pennwood or the Limited Partnerships license(s) or ability to conduct pari-mutuel wagering at their locations in New Jersey, or in the event that such conditions, restrictions or limitations require that any member of a Group or their affiliates dispose of any Interests, each member of such Group (AOffering Group@) shall, if requested by the remaining group (ARemaining Group@), promptly either (a) transfer all Interests to a transferee who can be so licensed or can and will comply with such conditions, restrictions and limitations (subject to the right of the other Group to consent to any such transfer in its sole and absolute discretion) or (b) if transfer under Section 5.2(a) has not occurred on or before 60 days after the Notice by the Remaining Group to Offering Group, than the Remaining Group giving such Notice shall have a right to purchase the Interests of the Offering Group at the Fair Market Value and subject to the terms contained in Section 6 of this Agreement.
Sample 1
COMPLIANCE FAILURE a. If the Court concludes that Defendant has failed to substantially comply with any provision of Section III.C.2-4, after Plaintiff has provided written notice of the alleged non-compliance and an opportunity to cure as provided in Section III.C.5.b, the Court may order Defendant to comply with Section III.F.1 with respect to some or all of the unforgiven portion of the Penalty Amount (Currents) and to provide the Settlement Administrator with the contact information for some or all of the PAGA Group Members (Current). The Penalty Amount ordered by the Court pursuant to Section III.C.5.b, along with the notice set forth in Section III.C.1, shall then be distributed to the LWDA and the applicable PAGA Group Members (Currents) in accordance with the terms of this Settlement and/or the Court’s direction. In the event of a proven failure to substantially comply with Section III.C.2–4, the Court is also authorized to compel specific performance of the Programmatic Relief set forth in this Settlement and correct or remedy any violations of this Settlement that have not been cured pursuant to Section III.C.5.b. b. In the event the Court determines that Defendant failed to cure any substantial failure to comply with any provision of Section III.C.2-4, the amount of the unforgiven portion of the Penalty Amount (Currents) to be deposited with the Settlement Administrator will be pro-rated based on the number of Pay Periods worked by the PAGA Group Members (Current) aggrieved by the violation unless more than 33% of the PAGA Group Members (Current) are aggrieved by the violation, in which case, the Court may order that the remaining unforgiven portion of the Penalty Amount (Currents) be deposited. In determining the penalty and remedy, the Court shall consider the extent of the violation, the extent of the harm to the interests of the employees, the public, or the State, the extent of the cure, and any other factor or circumstance the Court deems relevant in the exercise of its discretion. The Court may also take into consideration these factors in fashioning any attorneys’ fees or costs award under Section III.G.6. No motion may be brought pursuant to Section III.C.5.a unless Defendant receives written notice to its statutory agent for service of process, with a copy by email to the Chief Legal Officer, Xxxxx Xxxx, at xxxxx.xxxx@xxxx.xxx, Senior Counsel, Litigation, Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xxxx.xxx, and Xxxxx@xxxx.xxx, of the violation and fails to cure th...
Sample 1
COMPLIANCE FAILURE. Material failure of either party to comply with applicable laws or regulations is a default under this Agreement. In such event, and without limitation of any other rights or remedies that may be available, the non-defaulting party shall have the right, at its election, to cancel any or all of the remaining flight(s) under this Agreement upon such failure, without liability or penalty of any kind.
Sample 1
COMPLIANCE FAILURE. Any Damages or Claim Expense arising out of or based on the failure to comply with any law concerning workers’ compensation insurance, unemployment insurance, social security insurance, disability benefits insurance, or health care insurance, including the HIPAA or the Affordable Care Act.
Sample 1
AutoNDA by SimpleDocs

Related to COMPLIANCE FAILURE

  • Compliance Covenant The Company will not become a party to any Common Stock Change Event unless its terms are consistent with this Section 5.09.

  • Policy Compliance Violations The Requester and Approved Users acknowledge that the NIH may terminate the DAR, including this Agreement and immediately revoke or suspend access to all controlled-access datasets subject to the NIH GDS Policy at any time if the Requester is found to be no longer in agreement with the principles outlined in the NIH GDS Policy, the terms described in this Agreement, or the Genomic Data User Code of Conduct. The Requester and PI agree to notify the NIH of any violations of the NIH GDS Policy, this Agreement, or the Genomic Data User Code of Conduct data within 24 hours of when the incident is identified. Repeated violations or unresponsiveness to NIH requests may result in further compliance measures affecting the Requester. The Requester and PI agree to notify the appropriate DAC(s) of any unauthorized data sharing, breaches of data security, or inadvertent data releases that may compromise data confidentiality within 24 hours of when the incident is identified. As permitted by law, notifications should include any known information regarding the incident and a general description of the activities or process in place to define and remediate the situation fully. Within 3 business days of the DAC notification(s), the Requester agrees to submit to the DAC(s) a detailed written report including the date and nature of the event, actions taken or to be taken to remediate the issue(s), and plans or processes developed to prevent further problems, including specific information on timelines anticipated for action. The Requester agrees to provide documentation verifying that the remediation plans have been implemented. Repeated violations or unresponsiveness to NIH requests may result in further compliance measures affecting the Requester. NIH, or another entity designated by NIH may, as permitted by law, also investigate any data security incident or policy violation. Approved Users and their associates agree to support such investigations and provide information, within the limits of applicable local, state, tribal, and federal laws and regulations. In addition, Requester and Approved Users agree to work with the NIH to assure that plans and procedures that are developed to address identified problems are mutually acceptable and consistent with applicable law.

  • FCPA Compliance The Company has not and, to the best of the Company’s knowledge, none of its employees or agents at any time during the last five years have (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

  • Reporting Violations You must immediately report any known violation of the District’s applicable policies, Internet safety plan, or acceptable use guidelines to a supervising teacher (if student) or the technology coordinator. • You must report to a supervising teacher (if student) or the technology coordinator any requests for personally identifying information or contact from unknown individuals, as well as any content or communication that is abusive, obscene, pornographic, sexually oriented, threatening, harassing, damaging to another’s reputation, or illegal. User’s Name (printed):

  • Compliance with 1934 Act; Public Information Failures For so long as the Buyer beneficially owns the Note, Warrant, Conversion Shares, or any Exercise Shares, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act. During the period that the Buyer beneficially owns the Note, if the Company shall (i) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirements under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (each, a “Public Information Failure”) then, as partial relief for the damages to the Buyer by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available pursuant to this Agreement, the Note, or at law or in equity), the Company shall pay to the Buyer an amount in cash equal to three percent (3%) of the Purchase Price on each of the day of a Public Information Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until the date such Public Information Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 4(k) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (iii) the third business day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 5% per month (prorated for partial months) until paid in full.

  • Continued Compliance The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Public Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”), would be) required by the Securities Act to be delivered in connection with sales of the Public Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) amend or supplement the Pricing Disclosure Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Company will promptly (A) give the Representative notice of such event; (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Pricing Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representative with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representative or counsel for the Underwriters shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has given the Representative notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulations within 48 hours prior to the Applicable Time. The Company shall give the Representative notice of its intention to make any such filing from the Applicable Time until the later of the Closing Date and the exercise in full or expiration of the Over-allotment Option specified in Section 1.2 hereof and will furnish the Representative with copies of the related document(s) a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object.

  • Compliance Requirements A. Nondiscrimination. The Contractor agrees to comply, and to require its subcontractor(s) to comply, with the nondiscrimination provisions of MCL 37.2209. The Contractor further agrees to comply with the provisions of Section 9:158 of Chapter 112 of the Xxx Arbor City Code and to assure that applicants are employed and that employees are treated during employment in a manner which provides equal employment opportunity.

  • HIPAA Compliance If this Contract involves services, activities or products subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Contractor covenants that it will appropriately safeguard Protected Health Information (defined in 45 CFR 160.103), and agrees that it is subject to, and shall comply with, the provisions of 45 CFR 164 Subpart E regarding use and disclosure of Protected Health Information.

  • Covenant Compliance the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.1 through Section 10.9, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

  • AML Compliance The Dealer Manager represents to the Company that it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA Conduct Rules, Exchange Act Regulations and the USA PATRIOT Act, specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act,” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. The Dealer Manager further represents that it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act, and the Dealer Manager hereby covenants to remain in compliance with such requirements and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification (a) its AML Program is consistent with the AML Rules and (b) it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!