Delivery and Compliance Sample Clauses

Delivery and Compliance. Interplay has delivered to Buyer a correct and complete copy of each written Contract (as amended and supplemented to date) listed in the Company Disclosure Letter, together with full, complete and accurate descriptions of all such oral Contracts. Section 4.16 of the Company Disclosure Letter sets forth a complete list of each and every Person from whom Consent is required under any Company Material Contract as a result of the Transactions (for change of control or otherwise). With respect to each Company Material Contract, and at the Closing with respect to each Material Contract: (i) the Contract is Enforceable; (ii) the Contract will continue to be Enforceable on the same terms following the consummation of the Transactions; (iii) the Company has duly performed all its obligations under the Contract to the extent that such obligations to perform have accrued, and no breach or default, alleged breach or default, or event which would (with the passage of time, notice or both) constitute a breach or default thereunder by the Company, or, to the best knowledge of Interplay, any other party or obligor with respect thereto, has occurred or as a result of the Transactions will occur; and (iv) no party to the Contract has repudiated any provision of the Contract.
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Delivery and Compliance. The Company has made available to Parent prior to the date of this Agreement a correct and complete copy of each written Material Contract (as amended and supplemented to date) listed in the Disclosure Letter. With respect to each Material Contract: (i) such Contract is Enforceable, except as would not materially affect the Company and its subsidiaries, taken as a whole; (ii) the Company and its subsidiaries have performed all their material obligations under such Contract to the extent that such obligations to perform have accrued, and except for violations, breaches and defaults that would not materially affect the Company and its subsidiaries, taken as a whole, no breach or default, alleged breach or default, or, to the Knowledge of the Company, event that would (with the passage of time, notice or both) constitute a breach or default thereunder by the Company or any of its subsidiaries, or, to the Knowledge of the Company, any other party or obligor with respect thereto, has occurred; and (iii) no party to such Contract has repudiated any material provision of the Contract to the Company or any of its subsidiaries in writing.
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Delivery and Compliance. (i) Unless otherwise agreed in writing by MDOT, Project Company must perform the Project Operations and deliver the Project in accordance with the PMP. (ii) Project Company must comply and must contractually require each of its Project Company Partners, contractors and subcontractors to comply with the most current MDOT-approved version of the PMP.
Sample 1
Delivery and Compliance. Mandate has delivered or made available to Purchaser prior to the date hereof a correct and complete copy of each written Material Contract (and a full, complete and accurate description of each oral Material Contract) (as amended and supplemented to date) listed in the Mandate Disclosure Letter. With respect to each Material Contract: (i) such Contract is Enforceable; (ii) such Contract will continue to be Enforceable on the same terms following the consummation of the transactions contemplated by this Agreement; (iii) Mandate and its Subsidiaries have duly and fully performed in all material respects all of their obligations under such Contract to the extent that such obligations to perform have accrued, and no breach or default, alleged breach or default, or, to the Knowledge of Mandate, event that would (with the passage of time, the giving of notice or both) constitute a breach or default thereunder by Mandate or any of its Subsidiaries, or, to the Knowledge of Mandate, any other party or obligor with respect thereto, has occurred; and (iv) to the Knowledge of Mandate, no party to such Contract has repudiated any provision of the Contract to Mandate or any of its Subsidiaries.
Sample 1

Related to Delivery and Compliance

  • Documentation and compliance (a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses. (b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter. (c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

  • CEQA Compliance The District has complied with all assessment requirements imposed upon it by the California Environmental Quality Act (Public Resource Code Section 21000 et seq. (“CEQA”) in connection with the Project, and no further environmental review of the Project is necessary pursuant to CEQA before the construction of the Project may commence.

  • Statutory and Regulatory Compliance Contractor shall comply with all laws and regulations applicable to the Community Development Block Grant-Disaster Recovery funds appropriated by the Disaster Relief Appropriations Act, 2013 (Pub. L. 113-2), including but not limited to the applicable Office of Management and Budget Circulars, which may impact the administration of funds and/or set forth certain cost principles, including the allowability of certain expenses.

  • OSHA Compliance To the extent applicable to the services to be performed under this Agreement, Contractor represents and warrants, that all articles and services furnished under this Agreement meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law 91-596) and its regulations in effect or proposed as of the date of this Agreement.

  • Time for Compliance Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

  • Inspection; Compliance Lessor and Lessor's Lender(s) (as defined in Paragraph 8.3(a)) shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease and all Applicable Laws (as defined in Paragraph 6.3), and to employ experts and/or consultants in connection therewith and/or to advise Lessor with respect to Lessee's activities, including but not limited to the installation, operation, use, monitoring, maintenance, or removal of any Hazardous Substance or storage tank on or from the Premises. The costs and expenses of any such inspections shall be paid by the party requesting same, unless a Default or Breach of this Lease, violation of Applicable Law, or a contamination, caused or materially contributed to by Lessee is found to exist or be imminent, or unless the inspection is requested or ordered by a governmental authority as the result of any such existing or imminent violation or contamination. In any such case, Lessee shall upon request reimburse Lessor or Lessor's Lender, as the case may be, for the costs and expenses of such inspections.

  • Standards Compliance Registry Operator shall comply with relevant existing RFCs and those published in the future by the Internet Engineering Task Force (IETF), including all successor standards, modifications or additions thereto relating to the DNS and name server operations including without limitation RFCs 1034, 1035, 1123, 1982, 2181, 2182, 2671, 3226, 3596, 3597, 4343, and 5966. DNS labels may only include hyphens in the third and fourth position if they represent valid IDNs (as specified above) in their ASCII encoding (e.g., “xn--ndk061n”).

  • Compliance with Applicable Requirements In carrying out its obligations under this Agreement, the Sub-Adviser shall at all times comply with: (a) all applicable provisions of the 1940 Act, and any rules and regulations adopted thereunder; (b) the provisions of the registration statement of the Trust, as it may be amended or supplemented from time to time, under the Securities Act and the 1940 Act; (c) the provisions of the Declaration of Trust of the Trust, as it may be amended or supplemented from time to time; (d) the provisions of any By-laws of the Trust, if adopted and as it may be amended from time to time, or resolutions of the Board as may be adopted from time to time; (e) the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Trust or the Funds; (f) any other applicable provisions of state or federal law; and In addition, any code of ethics adopted by the Sub-Adviser must comply with Rule 17j-1 under the 1940 Act, as it may be amended from time to time, and any broadly accepted industry practices, if requested by the Trust or the Adviser.

  • Response/Compliance with Audit or Inspection Findings A. Grantee must act to ensure its and its Subcontractors’ compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, inspection or investigation of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee’s or its Subcontractor's sole expense. Whether Xxxxxxx's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. C. Grantee shall include the requirement to provide to System Agency (and any of its duly authorized federal, state, or local authorities) internal audit reports related to this Grant Agreement in any Subcontract it awards. Upon request by System Agency, Grantee shall enforce this requirement against its Subcontractor. Further, Grantee shall include in any Subcontract it awards a requirement that all Subcontractor Subcontracts must also include these provisions.

  • FAST Compliance While any Warrants remain outstanding, the Company shall maintain a transfer agent that participates in the DTC Fast Automated Securities Transfer Program.

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