General Compliance Obligations Clause Samples
General Compliance Obligations. 8.1 City shall comply with all applicable federal, state, and county laws, ordinances, codes, and regulations relating to the use of CDBG Funds, including but not limited to the general policies set forth in 24 C.F.R. Part 570.200 and all other Rules and Regulations of HUD. Any conflict or inconsistency between any federal, state, or county regulations and this Agreement shall be resolved in favor of the more restrictive regulations.
8.2 City shall comply with 2 C.F.R. 570.611 regarding conflicts of interest and shall establish safeguards to prohibit its employees or Subcontractors from using their positions for a purpose that is, or gives the appearance of being, motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business, or other association. Any possible conflict of interest on the part of City, its officers, employees, or agents shall be disclosed in writing to County.
8.3 City shall use its own procurement procedures for the procurements of property and services. City’s procurement procedure shall comply with applicable federal, state, and local laws and regulations, including but not limited to 24 C.F.R. Parts 570.502 and 570.610, and the procurement standards set forth in 2 C.F.R. Part 200, Subpart D, including but not limited to 2 C.F.R. Part 200.321. All contracts with Subcontractors for the Project shall contain any and all applicable required contract provisions set forth in 2 C.F.R. Appendix II to Part 200.
8.4 City shall comply with the requirements set forth in County’s “Procedures Manual for Subrecipients,” as may be amended from time to time, and incorporated herein by reference. County will provide City with a copy of the manual and any amendments thereto.
8.5 City shall not use CDBG Funds to support or engage in any explicitly religious activities, including but not limited to worship, religious instruction, or proselytization, in compliance with 24 C.F.R. Part 570.200(j) and 24 C.F.R. Part 5.109.
8.6 City shall not use CDBG Funds to finance the use of facilities or equipment for political purposes or to engage in other partisan political activities, such as candidate forums, voter transportation, or voter registration, in compliance with 24 C.F.R. Part 570.207.
8.7 City shall not take actions designed to discourage affordable housing for sale or rent within the boundaries of County.
8.8 City shall comply with the requirements set forth in 24 C.F.R. Part 570, Subpart K, Other P...
General Compliance Obligations. Customer understands, acknowledges and agrees that it is Customer’s sole responsibility to comply with any and all Federal, state and local laws, rules, regulations and policies applicable to the use of any Provider electronic supervision products and services (“Provider Technologies”), including, without limitation, all such laws, rules, regulations and policies or other requirements (i) governing or restricting electronic supervision of individuals, (a) relating to privacy, consumer protection, marketing, and data retention and security, and (b) applicable to Customer’s access to and use of any information obtained in connection with or through the Provider Technologies (“Applicable Rules”). Customer further acknowledges, understands and agrees that Provider makes no representation or warranty as to the legality of the use by Customer of the Provider Technologies or any information collected, accessible or otherwise obtained in connection with or through such use (“Provider Information”). Provider shall have no obligation, responsibility, or liability for Customer’s failure to comply with any and all Applicable Rules as a result or arising out of virtue of Customer’s use of the Provider Technologies or Provider Information.
General Compliance Obligations. Licensee specifically agrees, on behalf of itself and its Affiliates, and its and their respective officers, directors and employees (together with Licensee, the “Representatives”), to, and to use Commercially Reasonable Efforts to cause its subcontractors and Sublicensees to, comply with Applicable Laws and, specifically, in connection with the subject matter of this Agreement:
(a) To not directly or indirectly pay, offer or promise to pay, authorize the payment of any money or give, offer or promise to give, or authorize the giving of anything else of value, to: (i) any Government Official in order to influence official action; (ii) any individual or entity (whether or not a Government Official) in violation of Anti-Corruption Laws; or (iii) any individual or entity (whether or not a Government Official) while knowing or having reason to know that all or any portion of the money or other thing of value will be paid, offered, promised or given to, or will otherwise benefit, the individuals or entities for the purposes listed in clauses (i) and (ii) above.
(b) To not, directly or indirectly, solicit, receive or agree to accept any payment of money or anything else of value in violation of the Anti-Corruption Laws.
(c) To comply with the Anti-Corruption Laws and shall not take any action that will, or would reasonably be expected to, cause either Party or its Affiliates to be in violation of any such laws or policies.
(d) To the knowledge of Licensee, no Representative, subcontractor or Sublicensee that will participate or support its performance of its obligations hereunder has, directly or indirectly, (i) paid, offered or promised to pay or authorized the payment of any money, (ii) given, offered or promised to give or authorized the giving of anything else of value or (iii) solicited, received or agreed to accept any payment of money or anything else of value, in each case ((i), (ii) and (iii)), in violation of the Anti-Corruption Laws during the three (3) years preceding the date of this Agreement.
(e) To acquire and maintain all applicable licenses, permits, qualifications, approvals or authorizations by the competent Governmental Authority in each jurisdiction in which it operates, in accordance with Applicable Laws.
(f) Licensee shall promptly provide Amarin with written notice of the following events: (i) upon becoming aware of any actual or alleged breach or violation by Licensee or its Representative or of any obligation in this Section 6.7 or (ii...
General Compliance Obligations. During the Term, the Parties, through a compliance subcommittee under the JSC, shall consult on all medical and regulatory compliance matters solely as it relates to the Product, including any reports as to their compliance with the Act, the Physicians Payment Sunshine Act, PDMA, HIPAA, the Codes and OIG Guidance. The Parties agree to work jointly in good faith to ensure that their internal policies are consistent with Applicable Law and, to the extent desirable, each other’s policies. In performing its duties hereunder, Amarin and Kowa shall and shall cause its respective Sales Representatives to: (i) Promote the Product in conformity with its FDA approved Product Labeling, and (ii) comply with all Applicable Laws, including all regulations and other guidelines concerning the advertising of prescription drug products, the OIG Guidance, the Codes, the Accreditation Council for Continuing Medical Education standards, and its standard operating procedures, in CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. each case, to the extent applicable to the activities to be performed hereunder and as may be amended or supplemented from time to time. Kowa and Amarin shall each use Commercially Reasonable Efforts to ensure that each of its employees, agents and consultants do not make any representation, statement, warranty or guaranty with respect to the Product (1) that is inconsistent with its current FDA approved Product Labeling or with the Promotional Materials, (2) that is deceptive or misleading, (3) that misbrands or adulterates the Products, or (4) that disparages the Product or the good name, goodwill or reputation of Amarin, Kowa or their respective Affiliates. Each Party shall use Commercially Reasonable Efforts to ensure that its activities under this Agreement will be provided in a professional, ethical and competent manner. Unless otherwise required by Applicable Law, Kowa and Amarin shall each maintain sole responsibility for its compliance with Applicable Law regarding Promotion and Detailing of prescription drug products, including the maintenance of an effective comprehensive compliance programs and the reporting of respective sales force activities.
General Compliance Obligations. 3.1 When Provider Processes Customer Personal Data on behalf of Customer, this DPA, along with the Agreement, constitute documented instructions from Customer on which Provider may Process Customer Personal Data. Provider shall:
3.1.1 if and to the extent required by Data Protection Laws, inform Customer if, in Provider’s reasonable opinion, any Processing instructions from Customer infringe such Data Protection Laws;
3.1.2 comply, and with reasonable efforts assist Customer in complying, with Data Protection Laws;
3.1.3 not perform its obligations under the Agreement in such a way as to knowingly cause Customer to breach any of its obligations under applicable Data Protection Laws;
3.1.4 obligate its employees, Sub-processors, and any other third party authorized by Provider to Process Customer Personal Data in connection with the Service to written confidentiality obligations or ensure the same are under appropriate statutory obligations of confidentiality;
3.1.5 contractually obligate its Sub-processors and any other third parties authorized to Process Customer Personal Data on Provider’s behalf to provide substantially the same level of protection for Customer Personal Data as provided in this DPA and as required by Data Protection Laws;
3.1.6 where required under Data Protection Laws, take reasonable steps, in light of the deadlines provided for in Data Protection Laws, to promptly notify and provide reasonable cooperation to Customer if Provider receives any requests in connection with its Processing of Customer Personal Data from: (i) Data Subjects to exercise their rights granted by Data Protection Laws; or (ii) any governmental, regulatory or supervisory authority or legal judicial process, provided such notice is not prohibited by law or court order;
3.1.7 upon Customer’s reasonable request, where such means and assistance are not already in Customer’s control or possession, and to the extent required by Data Protection Laws, provide assistance and information necessary for Customer to comply and demonstrate Customer’s compliance with its legal obligations with respect to:
(A) requests for audits or assessments, at Customer’s cost and expense, to occur no more than annually, or more frequently if due to a legal requirement, a Data Breach, or a demand from applicable regulatory authority, provided that: (i) any audits or assessments shall be conducted during Provider’s normal business hours upon advance written notice at times to be agreed by Prov...
General Compliance Obligations. The Recipient and the Sub-Recipient acknowledge that all funds provided from the ▇▇▇ ▇▇▇▇▇ are provided on a reimbursement basis and must be consistent with the DOE Statement of Project Objectives (“SOPO”), the MOU and the Procurement Agreement and comply with the Special Terms and
General Compliance Obligations responsibility to comply with any and all Federal, state and local laws, rules, regulations and policies applicable to the use of any Provider Provider all such laws, rules, regulations and policies or other requirements (i) governing or restricting electronic supervision of individuals, (a) relating to privacy, consumer protection, marketing, and data retention and security, and (b) applicable ction with or through the Provider Technologies esult or Provider Technologies or Provider Information.
General Compliance Obligations. (a) Each Party is responsible for complying with all Laws that are applicable to such Party and in its and its Personnel’s performance of their respective obligations under this Agreement, including Laws relating to (in the case of Supplier) the provision or (in the case of Company) receipt of the Services, such as the United States Foreign Corrupt Practices Act, as amended, or any comparable Laws applicable to the Services (collectively, “FCPA”), Immigration Reform and Control Act of 1986 (“IRCA”), and other Laws relating to the employment or engagement of Personnel, employee tax withholding applicable to Personnel, and environmental and health and safety Laws. The Supplier shall implement on Company’s behalf and pursuant to Company’s instructions, and subject to costs in accordance with Section 17.1(c), any change in Laws applicable to Company and its Personnel’s use of the Services prior to the deadline imposed by the regulatory or governmental body having jurisdiction for such requirement or change. For the avoidance doubt, this Section 17.1 shall not limit any applicable indemnities in this Agreement.
(b) Supplier acknowledges that Company’s receipt of the Services is subject to applicable Laws including SEC and FINRA content and filing requirements, broker-dealer Laws, S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 requirements and Laws regarding the handling, protection and sharing of Personal Information. If at any time Company is notified (orally, in writing, via electronic communication or otherwise) by any of its customers, clients, FINRA, the SEC or any other governmental or regulatory agency (including self-regulatory organizations) that any part of the Services is not in compliance with any Laws that are applicable to such Services, and such organization or agency requests that Company or Supplier change its processes or activities associated therewith, Supplier shall reasonably cooperate with Company to address such concerns in accordance with this Agreement.
(c) Supplier shall provide whatever changes, as determined by the Parties, to the Services as reasonably necessary to comply prior to the applicable deadline with the Laws and deliver related Deliverables reasonably necessary to assist Company to comply with such requirements, to the extent they are related to the Services. Supplier shall provide such assistance and deliver such Deliverables to Company as may be reasonably required by Company in writing, as follows: If changes in existing Laws either: (i) ...
General Compliance Obligations. (i) Except as otherwise expressly provided in this Sublease, (X) subject to clause (Y), ATC shall be solely responsible for compliance with all Laws at each Site and with respect to ATC's business, Laws associated with any obligation expressly assumed or reserved by ATC hereunder and the acts and omissions of ATC or its Affiliates and their agents, invitees, contractors or representatives (other than ALLTEL and its Affiliates), and (Y) subject to clause (X), ALLTEL shall be solely responsible for compliance with all Laws (including FCC Authorizations) with respect to its operation and use of the ALLTEL Equipment, Microwave Equipment, Additional ALLTEL Equipment, Laws associated with any obligation expressly reserved to ALLTEL hereunder and the acts or omission of ALLTEL or its Affiliates and their agents, invitees, contractors or representatives (other than ATC or its Affiliates).
(ii) In the event that any Party is required to reimburse the other Party under this Section 16, the Parties hereto agree that such reimbursement shall be limited to reasonable out-of-pocket costs and expenses (excluding any attorney fees or costs) plus an administrative charge of five percent (5%) of such costs and expenses; provided, however, that neither Party shall be entitled to any reimbursement under this Section 16(c)(ii) in the event that such Party retains any third party to perform any associated services that such Party or the other Party could have performed in-house . The provisions of this Section 16(c)(ii) shall not apply to any costs or expenses incurred by (x) a Party pursuant to Section 26 or (y) ALLTEL pursuant to Section 16(a)(vi)(H).
(iii) Subject to the other provisions contained in this Sublease or the Agreement to Sublease, ATC's duties as to each Site include, without limitation, maintenance of required records and notification to Governmental Authorities (excluding records and notifications required to be kept or provided solely by FCC licensees or antenna equipment operators or with respect to any Communications Equipment and not by a Tower owner or operator), of any failure on ATC's or other responsible Person's (other than ALLTEL or any of its Affiliates) part and repairs and correction of same. ATC assumes all responsibilities, as to each Site, for any fines, levies, and/or other penalties imposed on any ALLTEL Indemnitee as a result of non- compliance by ATC with its obligations in this Section 16 ATC shall cause Third Party Tenants (except to the ...