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Legal and compliance Sample Clauses

Legal and compliance. The Adviser will: (1) in performing its duties hereunder, comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the “Code”), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (2) in performing its duties hereunder, comply with the Adviser’s polices and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act (or any successor rule) and the Trust’s policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act (or any successor rule), to the extent applicable to the Adviser; (3) respond to reasonable requests for information and otherwise reasonably cooperate with the Trust’s other service provider(s) responsible for maintaining the Trust’s compliance with applicable federal and state securities laws, rules and regulations, including without limitation, administering the Trust’s compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, (4) assist and otherwise respond to reasonable requests for information from the Trust’s other service provider(s) responsible for providing to the Trust legal services, which legal services may include: a. developing and preparing agendas, proposals, presentations and materials for meetings of the Trust’s Board of Trustees or committees thereof; b. preparing, reviewing and/or filing regulatory reports, including without limitation, the Trust’s registration statement, prospectuses and statements of additional information and any supplements thereto, shareholder reports and other shareholder communications, proxy statements, and corporate reports required by the various states in which the Trust does business; c. drafting, reviewing and negotiating selling and/or servicing agreements; d. developing Trust polices and procedures for consideration by the Board of Trustees; and e. conducting an annual review of the Trust’s fidelity bond coverage and D&O/E&O insurance coverage for the trustees and officers of the Trust.
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Legal and compliance. (i) During the term of this Agreement and thereafter, for so long as Xxxxxxx remains subject to restrictions on the transferability of Company securities held by him, Company shall continue to advise and assist Xxxxxxx with such reports and filings as may be required by the federal securities laws and to provide Xxxxxxx with such notices concerning restrictions on sale and transferability as it provides to its officers, directors, and other holders of restricted stock. (ii) Company shall reimburse Xxxxxxx for the fees and expenses of legal and tax advice incurred by him in connection with this Agreement through the date of execution, up to but not exceeding $4,000 (four thousand dollars).
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Legal and compliance. (a) Each Party shall comply with all applicable Legal Requirements and the terms of this Agreement. (b) Partner shall provide Money Transfer Services in accordance with MoneyGram Policies. (c) Each Party is responsible for obtaining and maintaining any applicable permits, licenses or approvals required by any governmental authority or body lawfully exercising authority over the Parties, the Territory, or the Money Transfer Services. (d) Each Party shall provide reasonable assistance in any audit, review, investigation or request for information by a governmental authority or body lawfully exercising authority over the other Party in connection with this Agreement. Partner further authorizes MoneyGram, or MoneyGram’s authorized representative or third party assessor, to visit Partner’s premises and review Partner’s records related to its offering of the Money Transfer Services, to determine Partner’s compliance with Legal Requirements and MoneyGram Policies. (e) Partner understands that MoneyGram is committed to preventing the use by anyone of the Money Transfer Services for fraudulent, abusive or illegal purposes. Partner agrees to not use the Money Transfer Services for committing fraud upon consumers or against MoneyGram or assisting others in the perpetration of fraud upon consumers or against MoneyGram. Partner further agrees not to provide any substantial assistance or support to any individual or entities that Partner knows or reasonably suspects engage in such acts or acts in a manner that may violate the MoneyGram Policies, Partner agrees that it will maintain effective policies and procedures of its own that are designed to detect and prevent consumer fraud or abusive transactions. (f) Partner shall ensure that it and its employees, agents, and/or contractors: (i) have been trained to provide the Money Transfer Services in compliance with Legal Requirements and MoneyGram Policies, prior to commencing Transactions; and (ii) undergo any additional training required by MoneyGram during the term of this Agreement.
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Legal and compliance. Child and vulnerable adult protection: SPC is committed to the well-being of children and vulnerable adults. All SPC contractors are required to commit to the principles of SPC’s Child and Vulnerable Adult Protection Policy (XI.G Manual of Staff Policies). Breach of this requirement can result in SPC terminating any contract with a successful bidder. Any allegations of potential misconduct in relation to this RFP involving children or vulnerable adults should sent to xxxxxxxxxx@xxx.xxx.
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Legal and compliance. Field Details Guidelines:
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Legal and compliance 
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Related to Legal and compliance

  • Legal and Regulatory Compliance ‌ 4.22.1 During the term of this Contract, Contractor must comply with all local, state, and federal licensing, accreditation and registration requirements/standards, necessary for the performance of this Contract and all other applicable federal, state and local laws, rules, and regulations. 4.22.2 While on the HCA premises, Contractor must comply with HCA operations and process standards and policies (e.g., ethics, Internet / email usage, data, network and building security, harassment, as applicable). HCA will make an electronic copy of all such policies available to Contractor. 4.22.3 Failure to comply with any provisions of this section may result in Contract termination.

  • Monitoring and Compliance Every year during the term of this Agreement on the anniversary date of the effective date of the Agreement, the Restaurant shall provide to the United States a narrative report of the actions taken during the reporting period to remove any barriers to access and otherwise enhance accessibility for individuals with disabilities at the Restaurant and any plans for action concerning ADA compliance in the coming year. The report shall include as an exhibit copies of any complaint, whether formal or informal, received during the reporting period alleging that the Restaurant was not being operated in compliance with the ADA or otherwise discriminated against any person on account of disability. The Owner and Operator of the Restaurant shall cooperate in good faith with any and all reasonable requests by the United States for access to the Restaurant and for information and documents concerning the Restaurant's compliance with this Agreement and the ADA. The United States shall have the right to verify compliance with this Agreement and the ADA, both as set forth in this Agreement and through any means available to the general public, including visits to the public areas of the Restaurant and communications with Restaurant staff. The United States shall have the right to inspect the facility at any time, and counsel for the United States need not identify themselves in the course of visits to the public areas.

  • Performance and Compliance Seller shall have performed, in all material respects, all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by it on or before the Closing.

  • ETHICS COMPLIANCE All Bidders/Contractors and their employees must comply with the requirements of Sections 73 and 74 of the Public Officers Law, other State codes, rules, regulations and executive orders establishing ethical standards for the conduct of business with New York State. In signing the Bid, Bidder certifies full compliance with those provisions for any present or future dealings, transactions, sales, contracts, services, offers, relationships, etc., involving New York State and/or its employees. Failure to comply with those provisions may result in disqualification from the Bidding process, termination of contract, and/or other civil or criminal proceedings as required by law.

  • 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.

  • Litigation and Compliance (a) There are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of VCP23, threatened: (i) against or affecting VCP23 or with respect to or affecting any asset or property owned, leased or used by VCP23; 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; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on VCP23 nor is VCP23 aware of any basis for any such action, suit, claim, proceeding or investigation . (b) VCP23 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 VCP23. (c) Neither VCP23, nor any asset of VCP23 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 VCP23 or which is reasonably likely to prevent VCP23 from performing its obligations under this Agreement. (d) VCP23 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 would not have a Material Adverse Effect on VCP23.

  • Health Care Compliance Neither the Company nor any Affiliate has, prior to the Effective Time and in any material respect, violated any of the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of the Health Insurance Portability and Accountability Act of 1996, the requirements of the Women's Health and Cancer Rights Act of 1998, the requirements of the Newborns' and Mothers' Health Protection Act of 1996, or any amendment to each such act, or any similar provisions of state law applicable to its Employees.

  • Legal and Regulatory Actions Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract Affirmations within the five (5) calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor’s performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency’s consideration of entering into this Contract. If Contractor is unable to make the preceding representation and warranty, then Contractor instead represents and warrants that it has provided to System Agency a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor’s performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency’s consideration of entering into this Contract. In addition, Contractor acknowledges this is a continuing disclosure requirement. Contractor represents and warrants that Contractor shall notify System Agency in writing within five (5) business days of any changes to the representations or warranties in this clause and understands that failure to so timely update System Agency shall constitute breach of contract and may result in immediate contract termination.

  • 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.

  • 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.

Most Referenced Clauses

Most Referenced Definitions