Meeting the Compliance Level Sample Clauses

Meeting the Compliance Level. Subject to any exceptions expressly stated in this Agreement, for: (i) the twelve-month period commencing on the Eligibility Date; and (ii) each twelve-month period commencing on the first day of each calendar quarter during the Term, Participant and its Facilities in the aggregate shall meet or exceed the Compliance Level. “Compliance Level” means of all products and services purchased by Participant and Facilities which are the same or comparable to Products and Services available under Vendor Contracts with a sole, dual or multi-source award status, at least eighty percent (80%) of such purchases (as measured in dollars spent by Participant and Facilities) were made under Vendor Contracts. Notwithstanding the foregoing, purchases of products or services other than under Vendor Contracts, when necessary for patient care considerations that are not able to be met by Products and Services, shall not be included in the calculation for meeting the Compliance Level.
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Meeting the Compliance Level. Except as provided in Paragraph 5(f) below, Participant and its Locations shall purchase Products and Services pursuant to the Vendor Contracts in (i) the twelve-month period commencing on the Effective Date and (ii) each twelve-month period commencing on the first day of each Calendar Quarter during the term of this Agreement, an amount of Products and Services under each of the Committed Categories equal to at least the Compliance Level, as applicable; provided, however, that if Participant or any of its Locations purchase any Products and Services under a Vendor Contract under any Committed Category that requires the purchase of (x) a higher percentage of the Products and Services than would otherwise be necessary for the Participant to comply with the Compliance Level, then Participant shall comply with such requirement for such Committed Vendor Contract(s); or (y) a lower percentage or no percentage of Products and Services, then CPG shall make appropriate downward adjustments to the Compliance Level applicable to Participant to reflect such lower or no Compliance Level under such Committed Vendor Contract. Adjustments shall also be made in cases where Participant purchases more than just its needs for a calendar quarter from a supplier (e.g., purchases of yearly needs in Q1 which result in no other purchases in Q2, Q3, or Q4). If Participant advises that it and/or certain of its Locations are unable to meet a Compliance Level applicable to any Vendor Contract, then CPG shall make a commercially reasonable effort to arrange for a Compliance Level with respect to purchases of Products and/or Services under such Vendor Contract that is mutually acceptable to CPG, Participant and the applicable Vendor. In the event that such mutually acceptable arrangement cannot be reached by the parties, appropriate adjustments shall be made by excluding such non-compliant Locations for which despite the commercially reasonable efforts of Participant such Locations cause Participant and all Locations as a whole to not meet the Compliance Level.
Sample 1
Meeting the Compliance Level. Except as provided in Paragraph 5(f) below, Participant and its Locations shall purchase Products and Services pursuant to the Vendor Contracts in (i) the twelve-month period commencing on the Effective Date; and (ii) each twelve-month period commencing on the first day of each Calendar Quarter during the term of this Agreement, an amount of Products and Services under each of the Committed Categories equal to at least the Compliance Level, as applicable; provided, however, that if Participant or any of its Locations purchase any Products and Services under a Vendor Contract under any Committed Category that requires the purchase of (x) a higher percentage of the Products and Services than would otherwise be necessary for the Participant to comply with the Compliance Level, then Participant shall comply with such requirement for such Committed Vendor Contract(s); or (y) a lower percentage or no percentage of Products and Services, then CPG shall make appropriate downward adjustments to the Compliance Level applicable to Participant to reflect such lower or no Compliance Level under such Committed Vendor Contract. If Participant advises that it and/or certain of its Locations are unable to meet a Compliance Level applicable to any Vendor Contract, then CPG shall make a commercially reasonable effort to arrange for a Compliance Level with respect to purchases of Products and/or Services under such Vendor Contract that is mutually acceptable to CPG, Participant and the applicable Vendor.
Sample 1

Related to Meeting the Compliance Level

  • Regulatory Compliance Cooperation (a) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order (A) to effectuate and facilitate any transfer by CIT/VC of any Securities of the Company then held by CIT/VC to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement), (B) to permit CIT/VC (or any Affiliate of CIT/VC) to exchange all or any portion of the voting Securities of the Company then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by CIT/VC in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VC's ownership of voting Securities of the Company and/or provided for in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC to permit any Person(s) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, and regulations to which it is subject. Such agreements may include restrictions on the 39. redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulations.

  • Annual Compliance Statement Within 80 days after the end of each year (commencing with the year specified in the Adoption Annex) the Issuer will deliver to the Indenture Trustee and the Credit Enhancer an Officer's Certificate stating, as to the Authorized Officer signing the Officer's Certificate, that:

  • Annual Compliance Statements (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st of each year, commencing in 2015, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.

  • Annual Statement as to Compliance; Notice of Servicer Default (a) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee, on or before March 15 of each year, beginning March 15, 2018 (or, if such day is not a Business Day, the next succeeding Business Day), an officer’s certificate signed by an Authorized Officer of the Servicer, dated as of December 31 of the immediately preceding year, in each instance stating that (i) a review of the activities of the Servicer during the preceding twelve (12) month period (or, with respect to the first such certificate, such period as shall have elapsed from the Closing Date to the date of such certificate) and of its performance under this Agreement has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such period, or, if there has been a default in the fulfillment of any such obligation, in any material respect specifying each such default known to such officer and the nature and status thereof.

  • Annual Statement as to Compliance; Notice of Default (a) The Servicer shall deliver to the Issuing Entity and the Indenture Trustee, on or before March 30 of each year, an Officer’s Certificate of the Servicer providing such information as is required under Item 1123 of Regulation AB with respect to the prior calendar year.

  • Compliance Matters (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall:

  • Y2K Compliance PFPC further represents and warrants that any and all electronic data processing systems and programs that it uses or retains in connection with the provision of services hereunder on or before January 1, 1999 will be year 2000 compliant.

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