Compliance with Laws/Agreements. Worldwide shall perform Services under this Agreement in accordance with the terms of this Agreement, the Protocol for the Study, the Sponsor approved standard operating procedures for the Study (the “Standard Operating Procedures”), the current Guidelines for Good Clinical Practice promulgated by the FDA ("GCP Guidelines"), the Declaration of Helsinki of the 41st World Medical Assembly, South Africa 1996 as amended, and all other applicable laws and regulations, including the following as applicable, 21 CFR Part 11, 312, 50, 54, 56, the Health Information Portability and Accountability Act of 1996 and all regulations and official guidelines promulgated thereunder and the Health Information Technology for Economic and Clinical Health Act (the “Applicable Laws”). The Parties and their respective owners, officers, directors, employees or agents have not and shall not pay, give, offer or promise to pay or give, or authorize the payment, directly or indirectly, of any money or anything of value to any foreign government official or employee (including employees of state-owned institutions), for the purpose of (i) influencing any act or decision of such official or of such government, (ii) inducing that person to do or omit doing any act in violation of his or her lawful duty, (iii) securing an improper advantage, or (iv) influencing such official to use his influence with the government to effect or influence the decision of such government, in order to assist Sponsor or Worldwide in obtaining or retaining business for or with or directing business to any person. Each Party agrees to comply with all applicable anticorruption laws, rules and regulations. The Parties agree to reasonably cooperate with each other’s diligence efforts in order to satisfy each Party’s obligations under the United States Foreign Corrupt Practices Act, as amended (“FCPA”), the UK Bribery Act and any implementing legislation under the OECD Convention Against Bribery of Foreign Government Officials in International Business Transactions.
Compliance with Laws/Agreements. (a) Manager shall keep itself fully informed of applicable laws, ordinances, regulations, rules and orders applicable to Manager in the performance of its responsibilities and services. Manager shall provide its services in full compliance with all laws, ordinances, regulations, rules and orders. Promptly following its inspections of the Property, Manager shall advise Owner in writing of any non-compliance which is actually discovered by Manager, or suspected non-compliance, with any of such laws, ordinances, regulations, rules and orders relating to the Property or use of the Property or operations or activities thereon. Manager is not required to inspect, or cause to be inspected, the Property specifically for compliance with building codes, health and safety codes, The Americans with Disabilities Act, environmental laws, or any other laws or regulations, and Manager shall not be liable to Owner for any Failure to detect any such non-compliance, except as directed by Owner and at Owner’s sole cost and expense. To the extent permitted under the approved Operating Budget for each calendar year and, when not so permitted, following written authorization from Owner’s Representative, Manager shall promptly remedy, or cause any tenant to remedy if required pursuant to its lease, as and if applicable, any violation of any such law, ordinance, rule, regulation or order relating to the use, operation, repair and maintenance of the Property, except in cases where Owner has notified Manager in writing of its contest of or its intention to contest such law, ordinance, rule, regulation or order. Notwithstanding anything to the contrary herein, Manger shall not knowingly take any action in connection with the build-out of tenant space in the Property which would cause the Property to be in violation of any fire, health, safety or building codes, laws, ordinances, rules or regulations governing such Property.
Compliance with Laws/Agreements. (a) The Borrower will, and will cause each of its Subsidiaries to, (a) comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property including Requirements of Health Care Law, and (b) comply with all indentures, agreements or other instruments binding upon it or its property, except in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Compliance with Laws/Agreements. The Parties shall perform their obligations under this Agreement and each Statement of Work in accordance with the terms of this Agreement, the applicable Statement of Work, applicable provisions of the Study protocol, agreed upon standard operating procedures, the current Guidelines for Good Clinical Practice and the Declaration of Helsinki (as applicable to Services and in accordance with the specific standards and versions identified in the applicable Study protocol), all applicable laws and regulations, and applicable data privacy regulations, including (as applicable to Services) the European Union’s General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”). Notwithstanding the foregoing, the Parties acknowledge that CCPA exempts “information collected as part of a clinical trial subject to the Federal Policy for the Protection of Human Subjects, also known as the Common Rule, pursuant to good clinical practice guidelines issued by the International Council for Harmonisation or pursuant to human subject protection requirements of the U.S. Food and Drug Administration.” Cal. Civ. Code § 1798.145(c). Each Party shall ensure that all consents and authorizations required by applicable law are obtained, such that the other Party and each of the other Party’s permitted employees, agents, contractors, and representatives are permitted to access and/or process Personal Data of the other Party’s employees, agents, contractors, and representatives, for the purpose of fulfilling any obligation under this Agreement or for the purpose of complying with any requirement under applicable law or any other legal or regulatory requirement to which the Parties are subject. In addition, where GDPR is in scope, the terms of the Data Processing Agreement attached to this Agreement as Schedule B incorporated herein by reference shall apply with respect to the applicable processing activity. The Parties and their respective owners, officers, directors, employees or agents have not and shall not pay, give, offer or promise to pay or give, or authorize the payment, directly or indirectly, of any money or anything of value to any foreign government official or employee (including employees of state-owned institutions), for the purpose of (i) influencing any act or decision of such official or of such government, (ii) inducing that person to do or omit doing any act in violation of his or her lawful duty, (iii) securing an improper advantage, or...
Compliance with Laws/Agreements. The Parties shall perform their obligations under this Agreement and each Work Order in accordance with the terms of this Agreement, the applicable Work Order, applicable provisions of the Study protocol, agreed upon Standard Operating Procedures, the current Guidelines for Good Clinical Practice, the Declaration of Helsinki of the 41st World Medical Assembly, South Africa 1996 as amended, and all other applicable laws and regulations. The Parties and their respective owners, officers, directors, employees or agents have not and shall not pay, give, offer or promise to pay or give, or authorize the payment, directly or indirectly, of any money or anything of value to any foreign government official or employee (including employees of state-owned institutions), for the purpose of (i) influencing any act or decision of such official or of such government, (ii) inducing that person to do or omit doing any act in violation of his or her lawful duty, (iii) securing an improper advantage, or (iv) influencing such official to use his influence with the government to effect or influence the decision of such government, in order to assist Sponsor or [***] in obtaining or retaining business for or with or directing business to any person.
Compliance with Laws/Agreements. Lenders shall be satisfied that Borrower and its Subsidiaries are in compliance with all applicable Laws, including, without limitation, all Environmental Laws and all Laws pertaining to labor, occupational safety and health and ERISA matters except to the extent that non- compliance could not reasonably be expected to have a Material Adverse Effect. Lenders shall be satisfied that the consummation of the transactions contemplated by this Agreement will not cause Borrower or any Subsidiary to violate any Contractual Obligation to which it is party or by which it is bound or any Law applicable to it.
Compliance with Laws/Agreements. The Company shall comply, in all material respects, with (i) all, laws, rules, regulations, judgments, orders and decrees of any governmental or regulatory authority applicable to it and its respective assets, and (ii) all of its material agreements.
Compliance with Laws/Agreements etc. Each of the Company and its Subsidiaries shall maintain its business operations and property owned or used in connection therewith in compliance with (i) all applicable federal, state and local laws, regulations and ordinances, and such laws, regulations and ordinances of foreign jurisdictions, governing such business operations and the use and ownership of such property, and (ii) all agreements, licenses, franchises, indentures and mortgages to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of its or their respective properties are bound. Without limiting the foregoing, the Company and its Subsidiaries shall pay all material indebtedness promptly and substantially in accordance with the terms thereof.
Compliance with Laws/Agreements. Until such time as the Public Trading Date has occurred, the Company shall, and shall cause its Subsidiaries to, comply in all material respects with all laws, rules, regulations, orders and directives of any governmental or regulatory authority having jurisdiction over the Company, its Subsidiaries or its businesses, and with all agreements to which the Company or any Subsidiary is a party, except for any such non-compliance as could not reasonably be expected to have a Material Adverse Effect and provided the Company may in good faith contest any ruling or directive or compliance with any such agreements.
Compliance with Laws/Agreements. The execution, delivery and performance by MICA of this Agreement shall not, by the lapse of time, the giving of notice, or otherwise, directly or indirectly (i) constitute a violation of any applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to MICA, (ii) result in a default under or a breach of any provision contained in MICA's Articles of Incorporation or By-Laws or, any indenture, loan, mortgage, lease, or deed of trust, agreement relating to the borrowing of monies, instrument, document or, to MICA's knowledge, any agreement to which MICA is now a party or by which it is bound, the violation or breach of which would in any of such cases have a Material Adverse Effect on MICA or result in the creation or imposition of any material Lien, charge or encumbrance upon any of the Collateral. MICA is not a party to, or otherwise subject to, any provision contained in any instrument evidencing Indebtedness of MICA, any agreement relating thereto, or any other contract or agreement (including its charter) that limits the amount of, or otherwise imposes restrictions on, the incurring of obligations by MICA or any of its Subsidiaries that would have a Material Adverse Effect on the ability of MICA or any of its Subsidiaries to perform its obligations hereunder or under any Scheduled Document.
