Instructions and Compliance Sample Clauses

Instructions and Compliance. Huntington hereby instructs and authorizes BISYS to provide information pertaining to the Fund's portfolio to Fair Value Information Vendors in connection with the fair value determinations made under Huntington's Valuation Procedures and other legitimate purposes related to the Fair Value Support Services to be provided hereunder. Huntington understands and acknowledges that while BISYS' services hereunder are intended to assist Huntington, the Trusts and the Board in fulfilling obligations to price and monitor pricing of Fund portfolios, BISYS does not assume responsibility for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors. Huntington (or the Trusts) retains its overall responsibilities to (i) adopt policies and procedures monitoring for circumstances that may necessitate the use of fair value prices, (ii) establish criteria for determining when market quotations are no longer reliable for a particular portfolio security, (iii) determine a methodology or methodologies by which the current fair value of the portfolio security may be determined, and (iv) regularly review the appropriateness and accuracy of the method used in valuing securities and make any necessary adjustments.
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Instructions and Compliance. (a) Your Organisation will liaise with and obtain instructions concerning the provision of the Services from the Company Contact. (b) Your Organisation will comply with all reasonable guidelines, requirements and instructions provided by Care Assess concerning the provision of the Services. However, it is Your Organisation’s obligation to determine how the work is performed, and Your Organisation has full responsibility for the supervision and daily direction and control of employees of Your Organisation. (c) Your Organisation and employees of Your Organisation will comply with all applicable laws concerning the provision of the Services, including but not limited to laws relating to workplace health and safety, discrimination and harassment and privacy. (d) Your Organisation and employees of Your Organisation will in providing the Services comply with all policies and procedures issued and notified to Your Organisation by Care Assess in so far as applicable , including but not limited to, policies relating to workplace health and safety, discrimination and harassment, security, and privacy. (e) Your Organisation and employees of Your Organisation will comply with Care Assess’ additional requirements of Your Organisation outlined in SCHEDULE M, which include attachments to this Agreement. The additional requirements of Your Organisation outlined in SCHEDULE M and attached to this Agreement do form part of this Agreement.
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Instructions and Compliance. 4.1 Opendatasoft guarantees the Customer that it will: • process only those Personal Data necessary to fulfill the Authorized Purposes, in accordance with the Instructions defined in Appendix 1, and agrees not to process Personal Data for other purposes; • comply with the Data Protection Regulations, as well as the Instructions formulated by the Customer, and agrees to ensure that the Regulations and Instructions are respected by the Authorized recipients and Sub-processors; • ensure that all systems, services and products used in the context of the Personal Data processing are in compliance with the Data Protection Regulations; • cooperate with and conform to the instructions or decisions of any Regulatory Authority within a time period that would enable the Customer to meet the deadlines imposed by said Authorities; and • not do, fail to do or allow anything to be done that would lead the Customer to violate the Data Protection Regulations. 4.2 Opendatasoft is not responsible for hosting Sensitive Data, nor is Opendatasoft an "Approved Host of Health Data" as referred to in Article L1111-8 of the French Public Health Code. Any Customer who processes Sensitive Data will be wholly liable for its actions, and Opendatasoft cannot be held liable for these actions.
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Instructions and Compliance. The Trust retains its overall responsibilities to (i) adopt policies and procedures to monitoring for circumstances that may necessitate the use of fair value prices, (ii) establish criteria for determining when market quotations are no longer reliable for a particular portfolio security, (iii) determine a methodology or methodologies by which the Trust determines the current fair value of the portfolio security, and (iv) regularly review the appropriateness and accuracy of the method used in valuing securities and make any necessary adjustments.
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Instructions and Compliance. The Trust hereby instructs and authorizes BISYS to provide information pertaining to the Fund's portfolio to Fair Value Information Vendors in connection with the fair value determinations made under the Trust's Valuation Procedures and other legitimate purposes related to the Fair Value Support Services to be provided hereunder. The Trust understands and acknowledges that while BISYS' services hereunder are intended to assist the Trust and the Board in fulfilling obligations to price and monitor pricing of Fund portfolios, BISYS does not assume responsibility for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors, which it receives from independent pricing services or Fair Value Information Vendors. BISYS shall use reasonable professional diligence to ensure the accuracy of all services it performs under this Amendment, including the input of information BISYS receives from independent pricing services and Fair Value Information Vendors. The Trust retains its overall responsibilities to (i) adopt policies and procedures to monitor for circumstances that may necessitate the use of fair value prices, (ii) establish criteria for determining when market quotations are no longer reliable for a particular portfolio security, (iii) determine a methodology or methodologies by which to determine the current fair value of the portfolio security, and (iv) regularly review the appropriateness and accuracy of the method used in valuing securities and make any necessary adjustments.
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Instructions and Compliance. (a) The Sub-contractor and the Representative will liaise with and obtain instructions concerning the provision of the Services from the Company Contact. (b) The Sub-contractor and the Representative will comply with all reasonable guidelines, requirements and instructions provided by the Company concerning the provision of the Services. However, it is the Sub-contractor’s obligation to determine how the work is performed, and the Sub-contractor has full responsibility for the supervision and daily direction and control of the Representative. (c) The Sub-contractor and the Representative will comply with all applicable laws concerning the provision of the Services and policies and procedures issued by the Company, including but not limited to, laws and policies relating to occupational health and safety, environmental protection, discrimination and harassment, security, privacy and use of the Company’s facilities, including computing and related systems. However, the Company’s policies and procedures do not form part of this Agreement.
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Instructions and Compliance. (a) The Contractor and the Representative will liaise with and obtain instructions concerning the provision of the Services from the Company Contact. (b) The Contractor and the Representative will comply with all reasonable guidelines, requirements and instructions provided by the Company concerning the provision of the Services. However, it is the Contractor’s obligation to determine how the work is performed, and the Contractor has full responsibility for the supervision and daily direction and control of the Representative. (c) The Contractor and the Representative will comply with all applicable laws concerning the provision of the Services and policies and procedures issued by the Company, including but not limited to, laws and policies relating to occupational health and safety, discrimination and harassment, security, privacy and use of the Company’s facilities, including computing and related systems. However, the Company’s policies and procedures do not form part of this Agreement.
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Instructions and Compliance. The Trust hereby instructs and authorizes the Fund Accountant to provide information pertaining to the Fund's portfolio to Fair Value Information Vendors in connection with the fair value determinations made under the Trust's Valuation Procedures and other legitimate purposes related to the Fair Value Support Services to be provided hereunder, The Trust understands and acknowledges that while the Fund Accountant's services hereunder are intended to assist the Trust and its Board in its obligations to price and monitor pricing of Fund portfolios, the Fund Accountant does not assume responsibility for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors. The Trust retains its overall responsibilities to (i) adopt policies and procedures to monitor for circumstances that may necessitate the use of fair value prices, (ii) establish criteria for determining when market quotations are no longer reliable for a particular portfolio security, (iii) determine a methodology or methodologies by which the Trust determines the current fair value of the portfolio security, and (iv) regularly review the appropriateness and accuracy of the method used in valuing securities and make any necessary adjustments.
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Instructions and Compliance. As Processor, Opendatasoft guarantees the Customer that it will: ● process only those Personal Data necessary to fulfill the Authorized Purposes, in accordance with the Instructions defined in Appendix 1; ● comply with the Data Protection Regulations, as well as the Instructions formulated by the Customer, and agrees to ensure that the Regulations and Instructions are respected by the Authorized recipients and Sub-processors; ● xxxxxxxxx with and comply with the instructions or decisions of any Regulatory Authority. Opendatasoft is not responsible for hosting Sensitive Data, nor is Opendatasoft an “Approved Host of Health Data” as referred to in Article L1111-8 of the French Public Health Code. Any Customer who processes Sensitive Data will be wholly liable for its actions, and Opendatasoft cannot be held liable for these actions. The Customer warrants that it complies with the Data Protection Regulations and any other regulations relating to the processing of Personal Data, including local regulations where applicable, applicable when using the Services.
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Related to Instructions 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.

  • Certification of Compliance San Diego Municipal Code section 22.4225 requires each Bidder to fill out and file a living wage certification with the Living Wage Program Manager within thirty (30) days of Award of the Contract.

  • Permits and Compliance Section 2.9

  • Litigation and Compliance ‌ (a) Except as disclosed in the Disclosure Letter, to the best of GLC’s knowledge, there are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or threatened: (i) against or affecting GLC or the GLC Subsidiaries or with respect to or affecting any asset or property owned, leased or used by GLC or the GLC Subsidiaries; or (ii) which question or challenge the validity of this Agreement, or the Amalgamation or any action taken or to be taken pursuant to this Agreement, or the Amalgamation; nor is GLC aware of any basis for any such action, suit, claim, proceeding or investigation. (b) There is not outstanding against GLC or the GLC Subsidiaries, any judgment, decree, injunction, rule, order or award of any court, Governmental entity, commission, board, bureau, agency, or arbitrator. (c) Each of GLC and the GLC Subsidiaries has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on GLC. (d) Neither GLC nor any of its assets, including the GLC Subsidiaries, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on GLC or which is reasonably likely to prevent GLC from performing its obligations under this Agreement. (e) To the best knowledge of GLC, each of GLC and the GLC Subsidiaries has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and will not have a Material Adverse Effect on GLC.

  • 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.

  • ERISA Information and Compliance The Obligors will promptly furnish and will cause the Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent with sufficient copies to the Lenders (i) promptly after the filing thereof with the United States Secretary of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report with respect to each Plan or any trust created thereunder, (ii) immediately upon becoming aware of the occurrence of any ERISA Event or of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice signed by a Responsible Officer specifying the nature thereof, what action the Obligors, the Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (iii) immediately upon receipt thereof, copies of any notice of the PBGCs intention to terminate or to have a trustee appointed to administer any Plan. With respect to each Plan (other than a Multiemployer Plan), the Obligors will, and will cause each Subsidiary and ERISA Affiliate to, (i) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any lien, all of the contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

  • 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.

  • General Compliance This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

  • FUND COMPLIANCE 3.1 The Fund and the Adviser acknowledge that any failure (whether intentional or in good faith or otherwise) to comply with the requirements of Subchapter M of the Code or the diversification requirements of Section 817(h) of the Code may result in the Contracts not being treated as variable contracts for federal income tax purposes, which would have adverse tax consequences for Contract owners and could also adversely affect the Company's corporate tax liability. The Fund and the Adviser further acknowledge that any such failure may result in costs and expenses being incurred by the Company in obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Fund or as well as fees and expenses of legal counsel and other advisors to the Company and any federal income taxes, interest or tax penalties incurred by the Company in connection with any such failure. 3.2 The Fund represents and warrants that it is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that it will maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 3.3 The Fund represents that it will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder; including, but not limited to, that the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, and with Section 817(d) of the Code, relating to the definition of a variable contract, and any amendments or other modifications to such Section or Regulation. The Fund will notify the Company immediately upon having a reasonable basis for believing that the Fund or a Portfolio thereunder has ceased to comply with the diversification requirements or that the Fund or Portfolio might not comply with the diversification requirements in the future. In the event of a breach of this representation by the Fund, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 3.4 The Adviser agrees to provide the Company with a certificate or statement indicating compliance by each Portfolio of the Fund with Section 817(h) of the Code, such certificate or statement to be sent to the Company no later than thirty (30) days following the end of each calendar quarter.

  • Program Compliance The School Board shall be responsible for monitoring the program to provide technical assistance and to ensure program compliance.

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