Compliance with Laws; Business Practices. (a) Each Party shall comply with, and ensure that its contractors and employees comply with, all laws and regulations of the United States and all other jurisdictions in which such Party carries out activities under or related to this Agreement, including laws prohibiting bribery and other unethical business practices. Without limitation, the Parties’ performance of this Agreement shall comply with including, but not limited to the Foreign Corrupt Practices Act of 1977 of the United States and, as applicable, the Improper Solicitation and Graft Act (Xxx Xxxxx Ran Act), and, all other applicable anti-corruption legal requirements and with all applicable embargo and other economic sanctions legal requirements. (b) Notwithstanding any provisions herein to the contrary, each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, affiliates, employees and representatives from and against any claim, loss, damages, liability, expense or cost of whatever nature, including reasonable attorneys’ fees and costs, arising out of or related to such Party’s or its employee’s or agent’s failure to comply with applicable law as provided in this Section 15(a) or the terms and conditions of Section 15(c). The obligation of each Party under this Section 15 shall survive the termination or expiration of this Agreement. Any breach or threatened breach of Section 15(a) and Section 15(c) by a Party shall give the other Party the immediate right to terminate this Agreement.
Appears in 3 contracts
Samples: Preferred Distributor Agreement (SK Ecoplant Co., Ltd.), Preferred Distributor Agreement (SK Ecoplant Co., Ltd.), Preferred Distributor Agreement (Bloom Energy Corp)
Compliance with Laws; Business Practices. (a) Each Party shall comply with, and ensure that its contractors and employees comply with, all laws and regulations of the United States and all other jurisdictions in which such Party carries out activities under or related to this Agreement, including laws prohibiting bribery and other unethical business practices. Without limitation, the Parties’ performance of this Agreement shall comply with including, but not limited to the Foreign Corrupt Practices Act of 1977 of the United States and, as applicable, the Improper Solicitation and Graft Act (Xxx Xxxxx Ran Act), and, all other applicable anti-corruption legal requirements and with all applicable embargo and other economic sanctions legal requirements.
(b) Notwithstanding any provisions herein to the contrary, each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, affiliatesAffiliates, employees and representatives from and against any claim, loss, damages, liability, expense or cost of whatever nature, including reasonable attorneys’ fees and costs, arising out of or related to such Party’s or its employee’s or agent’s failure to comply with applicable law as provided in this Section 15(a) or the terms and conditions of Section 15(c). The obligation of each Party under this Section 15 shall survive the termination or expiration of this Agreement. Any breach or threatened breach of Section 15(a) and Section 15(c) by a Party shall give the other Party the immediate right to terminate this Agreement.
Appears in 2 contracts
Samples: Preferred Distributor Agreement (Bloom Energy Corp), Preferred Distributor Agreement (Bloom Energy Corp)