Export and Sanctions Compliance. 19.1 The End-User hereby confirms that: (i) it shall, at all times conduct its business in compliance with all sanctions laws, regulations and regimes imposed by relevant authorities, including but not limited to, the Office of Foreign Assets Control (OFAC), the UN, the UK and EU; (ii) neither it nor any of its Affiliates is named on any “denied persons list” (or equivalent targeted sanctions list) in violation of any such sanctions restrictions, laws, regulations or regimes, nor is it or any of its Affiliates owned or controlled by a politically exposed person; and (iii) it has and shall maintain throughout term of this Agreement appropriate procedures and controls to ensure and be able to demonstrate its compliance with this clause 19. 1. End-User shall not permit any of its Personnel to access and/or use the Software in violation of any export restrictions in any jurisdiction or any sanctions law or regulation or in any Restricted Territories. Such access and/or use is not permitted by Sage and shall constitute a material breach of this Agreement. End-User will promptly notify Sage if either End-User or any of its Affiliates has violated, or if a third party has a reasonable basis for alleging that End-User or any of its Affiliates has violated, this clause 19. 1. End-user shall indemnify (and keep indemnified) Sage, its Affiliates and their officers, directors, employees, attorneys and agents against any claims, costs, damages, losses, liabilities and expenses (including attorney’s fees and costs) arising out of or in connection with End User’s (or End-User’s Personnel) breach of this clause 19.1. 19.2 Sage reserves the right to carry out an audit of the End-User’s locations and Personnel and Affiliates to assess its compliance with this clause 19.
Appears in 6 contracts
Samples: Accounting (Annual License Fee), Accounting Software License Agreement, Accounting Software License Agreement
Export and Sanctions Compliance. 19.1 The End-User hereby confirms that: (i) it shall, at all times conduct its business in compliance with all sanctions laws, regulations and regimes imposed by relevant authorities, including but not limited to, the Office of Foreign Assets Control (OFAC), the UN, the UK and EU; (ii) neither it nor any of its Affiliates is named on any “denied persons list” (or equivalent targeted sanctions list) in violation of any such sanctions restrictions, laws, regulations or regimes, nor is it or any of its Affiliates owned or controlled by a politically exposed person; and (iii) it has and shall maintain throughout term of this Agreement appropriate procedures and controls to ensure and be able to demonstrate its compliance with this clause 19.
1. End-User shall not permit any of its Personnel to access and/or use the Software in violation of any export restrictions in any jurisdiction or any sanctions law or regulation or in any Restricted Territories. Such access and/or use is not permitted by Sage and shall constitute a material breach of this Agreement. End-User will promptly notify Sage if either End-User or any of its Affiliates has violated, or if a third party has a reasonable basis for alleging that End-User or any of its Affiliates has violated, this clause 19.
1. End-user shall indemnify (and keep indemnified) Sage, its Affiliates and their officers, directors, employees, attorneys and agents against any claims, costs, damages, losses, liabilities and expenses (including attorney’s fees and costs) arising out of or in connection with End User’s (or End-User’s Personnel) breach of this clause 19.1.
19.2 19.1 Sage reserves the right to carry out an audit of the End-User’s locations and Personnel and Affiliates to assess its compliance with this clause 19.
Appears in 3 contracts
Samples: Annual License Agreement, Annual License Agreement, Premise Accounting License Agreement
Export and Sanctions Compliance. 19.1 The End-User hereby confirms that: (i) it shallshall comply with AML CTF, at all times conduct its business in compliance with all sanctions laws, regulations and regimes imposed by relevant authoritiesauthorities being the FIC who takes into account sanctions lists of the OFAC, UN and the UK and EU, including but not limited to, the Office of Foreign Assets Control (OFAC), the UN, the UK and EU; (ii) neither it nor any of its Affiliates is named on any “denied persons list” (or equivalent targeted sanctions list) in violation of any such sanctions restrictions, laws, regulations or regimes, nor is it or any of its Affiliates owned or controlled by a politically exposed person; and (iii) it has and shall maintain throughout term of this Agreement appropriate procedures and controls to ensure and be able to demonstrate its compliance with this clause 19.
1. End-User shall not permit any of its Personnel to access and/or use the Software in violation of any export restrictions in any jurisdiction or any sanctions law or regulation or in any Restricted Territories. Such access and/or use is not permitted by Sage and shall constitute a material breach of this Agreement. End-User will promptly notify Sage if either End-User or any of its Affiliates has violated, or if a third party has a reasonable basis for alleging that End-User or any of its Affiliates has violated, this clause 19.
1. End-user shall indemnify (and keep indemnified) Sage, its Affiliates and their officers, directors, employees, attorneys and agents against any claims, costs, damages, losses, liabilities and expenses (including attorney’s fees and costs) arising out of or in connection with End User’s (or End-User’s Personnel) breach of this clause 19.1.
19.2 Sage reserves the right to carry out an audit of the End-User’s locations and Personnel and Affiliates to assess its compliance with this clause 19.
Appears in 3 contracts
Samples: Software License Agreement, Software Sales Agreement, Premise Payroll (Limited Term) (Annual License Fee) Agreement