Common use of Compliance with all Laws, etc Clause in Contracts

Compliance with all Laws, etc. The Parties hereby confirm that they are aware of the Applicable Laws, and, in connection with the activities of the Parties related to the Contract, Contractor hereby commits to strict compliance with such Applicable Laws and makes the following representations and warranties as of the date of the Contract and for the duration of the Contract in connection with its activities related to the Contract: 1. Contractor, for itself and on behalf of its Affiliated Persons, represents, warrants and covenants that: (i) Contractor and its Affiliated Persons are solely responsible for complying, have to their best knowledge complied, and will comply, with Applicable Laws and have to their best knowledge not taken and will not take or fail to take any action, which act or omission would subject Owner or its affiliated companies to liability under Applicable Laws; (ii) neither Contractor nor any of its Affiliated Persons has, to its or their best knowledge, offered, paid, given or loaned or promised to pay, give or loan, or will offer, pay, give or loan or promise to pay, give or loan, directly or indirectly, money or any other thing of value to or for the benefit of any Government Official, for the purposes of corruptly (a) influencing any act or decision of such Government Official in his official capacity, (b) inducing such Government Official to do or omit to do any act in violation of his lawful duty, (c) securing any improper advantage or (d) inducing such Government Official to use his influence with a Government Entity to affect or influence any act or decision of that Government Entity, in each instance to direct business to Contractor or Owner or its affiliated companies; (iii) in case Contractor or any of its Affiliated Persons is or will become a Government Entity or a Government Official whose official duties include decisions to direct business to Contractor, Owner or its affiliated companies or to supervise, or otherwise control or direct the actions of, Government Officials who are in a position to direct business to Contractor or Owner or its affiliated companies, Contractor or the respective Affiliated Persons have to make sure, that conflicts of interest will be excluded and to inform Owner without undue delay about the measures taken; and (iv) Contractor has a duty to ensure that any employees used on site at Owner and/or that any employees given access to any IT-systems in connection with fulfilling the requirements of the Contract must receive an admission and/or access authorization from Owner. Individuals to whom Owner or any Owner affiliate has declared a house ban, an admission ban, and/or an access ban cannot be used by Contractor in fulfillment of the Contract. 2. Contractor shall assist and cooperate fully with the efforts of Owner to comply with Applicable Laws. In particular, Contractor shall keep accurate books and records and Contractor shall immediately notify Owner of any information that bribes or other improper payments are being requested, made or offered in connection with the Contract. Upon request of Owner, Contractor shall make those records which are necessary for Owner to verify Contractor’s compliance with the Applicable Laws relating to the Contract available to a sworn auditor who is obligated to observe secrecy and selected by Owner. If such auditor notices any failure by Contractor to comply with the Applicable Laws Contractor agrees that the auditor may disclose information relating to Contractor’s failure to Owner and, to the extent required by a legal demand by a competent court of law or government body, to third parties. 0. Xx no event will Owner be obligated to Contractor under or in connection with the Contract to act or refrain from acting if Owner believes that such act or omission would cause Owner to be in violation of Applicable Laws. In no event will Owner be liable to Contractor for any act or omission which Owner believes is necessary to comply with Applicable Laws. 4. If Contractor or any of its Affiliated Persons breaches any of the representations, warranties or covenants in this Article each of which is deemed to be material and continuously made throughout the term of the Contract, then, in addition to any other rights Owner may have under the Contract: (i) Owner may declare a forfeit of any unpaid amounts owing to Contractor and will be entitled to repayment of any amounts paid or credited to Contractor, in each case, which are prohibited by Applicable Laws; and (ii) Owner may immediately terminate the Contract; and (iii) Contractor shall, upon first written request by Owner, indemnify and hold harmless Owner in regard to any and all cost and claims brought forward against Owner arising out of any failure of Contractor to comply with its representations, warranties and covenants of this Article.

Compliance with all Laws, etc. The Parties hereby confirm that they are aware of the Applicable Laws, and, in connection with the activities of the Parties related to the Contract, Contractor hereby commits to strict compliance with such Applicable Laws and makes the following representations and warranties as of the date of the Contract and for the duration of the Contract in connection with its activities related to the Contract: (1. ) Contractor, for itself and on behalf of its Affiliated Persons, represents, warrants and covenants that: (i) Contractor and its Affiliated Persons are solely responsible for complying, have to their best knowledge complied, and will comply, with Applicable Laws and have to their best knowledge not taken and will not take or fail to take any action, which act or omission would subject Owner or its affiliated companies to liability under Applicable Laws; (ii) neither Contractor nor any of its Affiliated Persons has, to its or their best knowledge, offered, paid, given or loaned or promised to pay, give or loan, or will offer, pay, give or loan or promise to pay, give or loan, directly or indirectly, money or any other thing of value to or for the benefit of any Government Official, for the purposes of corruptly (a) influencing any act or decision of such Government Official in his official capacity, (b) inducing such Government Official to do or omit to do any act in violation of his lawful duty, (c) securing any improper advantage or (d) inducing such Government Official to use his influence with a Government Entity to affect or influence any act or decision of that Government Entity, in each instance to direct business to Contractor or Owner or its affiliated companies; (iii) in case Contractor or any of its Affiliated Persons is or will become a Government Entity or a Government Official whose official duties include decisions to direct business to Contractor, Owner or its affiliated companies or to supervise, or otherwise control or direct the actions of, Government Officials who are in a position to direct business to Contractor or Owner or its affiliated companies, Contractor or the respective Affiliated Persons have to make sure, that conflicts of interest will be excluded and to inform Owner without undue delay about the measures taken; and (iv) Contractor has a duty to ensure that any employees used on site at Owner and/or that any employees given access to any IT-systems in connection with fulfilling the requirements of the Contract must receive an admission and/or access authorization from Owner. Individuals to whom Owner or any Owner affiliate has declared a house ban, an admission ban, and/or an access ban cannot be used by Contractor in fulfillment of the Contract. (2. ) Contractor shall assist and cooperate fully with the efforts of Owner to comply with Applicable Laws. In particular, Contractor shall keep accurate books and records and Contractor shall immediately notify Owner of any information that bribes or other improper payments are being requested, made or offered in connection with the Contract. Upon request of Owner, Contractor shall make those records which are necessary for Owner to verify Contractor’s compliance with the Applicable Laws relating to the Contract available to a sworn auditor who is obligated to observe secrecy and selected by Owner. If such auditor notices any failure by Contractor to comply with the Applicable Laws Contractor agrees that the auditor may disclose information relating to Contractor’s failure to Owner and, to the extent required by a legal demand by a competent court of law or government body, to third parties. 0. Xx (3) In no event will Owner be obligated to Contractor under or in connection with the Contract to act or refrain from acting if Owner believes that such act or omission would cause Owner to be in violation of Applicable Laws. In no event will Owner be liable to Contractor for any act or omission which Owner believes is necessary to comply with Applicable Laws. (4. ) If Contractor or any of its Affiliated Persons breaches any of the representations, warranties or covenants in this Article each of which is deemed to be material and continuously made throughout the term of the Contract, then, in addition to any other rights Owner may have under the Contract: (i) Owner may declare a forfeit of any unpaid amounts owing to Contractor and will be entitled to repayment of any amounts paid or credited to Contractor, in each case, which are prohibited by Applicable Laws; and (ii) Owner may immediately terminate the Contract; and (iii) Contractor shall, upon first written request by Owner, indemnify and hold harmless Owner in regard to any and all cost and claims brought forward against Owner arising out of any failure of Contractor to comply with its representations, warranties and covenants of this Article.

Compliance with all Laws, etc. The Parties hereby confirm that they are aware of the Applicable Laws, and, in connection with the activities of the Parties related to the Contract, Contractor hereby commits to strict compliance with such Applicable Laws and makes the following representations and warranties as of the date of the Contract and for the duration of the Contract in connection with its activities related to the Contract: 1. Contractor, for itself and on behalf of its Affiliated Persons, represents, warrants and covenants that: (i) Contractor and its Affiliated Persons are solely responsible for complying, have to their best knowledge complied, and will comply, with Applicable Laws and have to their best knowledge not taken and will not take or fail to take any action, which act or omission would subject Owner or its affiliated companies to liability under Applicable Laws; (ii) neither Contractor nor any of its Affiliated Persons has, to its or their best knowledge, offered, paid, given or loaned or promised to pay, give or loan, or will offer, pay, give or loan or promise to pay, give or loan, directly or indirectly, money or any other thing of value to or for the benefit of any Government Official, for the purposes of corruptly (a) influencing any act or decision of such Government Official in his official capacity, (b) inducing such Government Official to do or omit to do any act in violation of his lawful duty, (c) securing any improper advantage or (d) inducing such Government Official to use his influence with a Government Entity to affect or influence any act or decision of that Government Entity, in each instance to direct business to Contractor or Owner or its affiliated companies; (iii) in case Contractor or any of its Affiliated Persons is or will become a Government Entity or a Government Official whose official duties include decisions to direct business to Contractor, Owner or its affiliated companies or to supervise, or otherwise control or direct the actions of, Government Officials who are in a position to direct business to Contractor or Owner or its affiliated companies, Contractor or the respective Affiliated Persons have to make sure, that conflicts of interest will be excluded and to inform Owner without undue delay about the measures taken; and (iv) Contractor has a duty to ensure that any employees used on site at Owner and/or that any employees given access to any IT-systems in connection with fulfilling the requirements of the Contract must receive an admission and/or access authorization from Owner. Individuals to whom Owner or any Owner affiliate has declared a house ban, an admission ban, and/or an access ban cannot be used by Contractor in fulfillment of the Contract. 2. Contractor shall assist and cooperate fully with the efforts of Owner to comply with Applicable Laws. In particular, Contractor shall keep accurate books and records and Contractor shall immediately notify Owner of any information that bribes or other improper payments are being requested, made or offered in connection with the Contract. Upon request of Owner, Contractor shall make those records which are necessary for Owner to verify Contractor’s compliance with the Applicable Laws relating to the Contract available to a sworn auditor who is obligated to observe secrecy and selected by Owner. If such auditor notices any failure by Contractor to comply with the Applicable Laws Contractor agrees that the auditor may disclose information relating to Contractor’s failure to Owner and, to the extent required by a legal demand by a competent court of law or government body, to third parties. 03. Xx In no event will Owner be obligated to Contractor under or in connection with the Contract to act or refrain from acting if Owner believes that such act or omission would cause Owner to be in violation of Applicable Laws. In no event will Owner be liable to Contractor for any act or omission which Owner believes is necessary to comply with Applicable Laws. 4. If Contractor or any of its Affiliated Persons breaches any of the representations, warranties or covenants in this Article each of which is deemed to be material and continuously made throughout the term of the Contract, then, in addition to any other rights Owner may have under the Contract: (i) Owner may declare a forfeit of any unpaid amounts owing to Contractor and will be entitled to repayment of any amounts paid or credited to Contractor, in each case, which are prohibited by Applicable Laws; and (ii) Owner may immediately terminate the Contract; and (iii) Contractor shall, upon first written request by Owner, indemnify and hold harmless Owner in regard to any and all cost and claims brought forward against Owner arising out of any failure of Contractor to comply with its representations, warranties and covenants of this Article.