Nature of Business; International Operations The Borrower will not, and will not permit any Subsidiary to, allow any material change to be made in the character of its business as currently conducted by it and business activities reasonably incidental thereto as an independent oil and gas exploration and production company with operations in the continental United States. From and after the date hereof, the Borrower and its Subsidiaries will not acquire or make any other expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States.
Certain Obligations Respecting Subsidiaries The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all new Subsidiaries are guarantors of the Secured Obligations and that all of the equity and material assets of all Subsidiaries are subject to a valid and enforceable first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens, provided, however, that the NY Mortgages shall secure the Term Loans only. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement and only if no Default or Event of Default shall then be in existence or caused thereby), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause all of the Capital Stock of such new Subsidiary to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause such new Subsidiary to execute and deliver a Subsidiary Suretyship (or a joinder thereto), joinders to the Security Agreement and Pledge Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new Subsidiary to be a guarantor of the Secured Obligations and its material assets to be pledged to secure such guaranty; (iii) will cause such new Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 3.1 (Conditions to Effectiveness) upon the Closing Date or as the Agent shall have reasonably requested, and to take such other action as the Agent shall request to perfect the security interest in the Capital Stock and material assets of such new Subsidiary created pursuant to the Loan Documents; and (iv) if such new Subsidiary is the owner or lessee of real estate, the Borrower shall cause such Subsidiary to comply with the provisions of Section 7.28 (Real Property). Notwithstanding the foregoing, the Borrower shall not be required to cause BCS LLC to comply with the provisions of this Section 7.27 unless the Agent requests that the Borrower cause BCS LLC to comply with such provisions and then, only to the extent requested by the Agent, provided, however, unless and until the Agent shall have requested that BCS LLC become a Loan Party and guaranty the Secured Obligations and pledge some or all of its assets to secure such guaranty as provided in this Section 7.27, notwithstanding anything herein to the contrary, the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, (without duplication), (i) transfer (whether by way of sale, loan, lease, gift, disposition, merger, sale of equity or otherwise) any asset to BCS LLC except in exchange for cash consideration equal to the fair market value of the asset transferred, (ii) make any Investment in BCS LLC or provide any Guaranty of or otherwise become liable for any obligations of BCS LLC, (iii) provide services to BCS LLC except in exchange for cash compensation equal to the value of the services provided, (iv) co-mingle any funds or other assets with BCS LLC, or (v) engage in any other transaction with BCS LLC on terms that are not at least as favorable to the Borrower or such Subsidiary, as applicable, as it would obtain in a comparable arm’s length transaction with an unrelated third party; except that the Borrower and its Subsidiaries may (x) make the initial investment in BCS LLC as is described in the definition of BCS Acquisition, (y) purchase or repay some or all of the debt described in the definition of BCS Acquisition so long as the purchase or repayment is for no more than the aggregate principal amount of such debt, together with the amount of accrued interest and fees thereon, and (z) purchase goods or services from BCS LLC on terms that are at least as favorable to the Borrower or such Subsidiary, as applicable, as it would obtain in a comparable arm’s length transaction with an unrelated third party.
International Olympic Committee; International Red Cross and Red Crescent Movement As instructed from time to time by ICANN, the names (including their IDN variants, where applicable) relating to the International Olympic Committee, International Red Cross and Red Crescent Movement listed at xxxx://xxx.xxxxx.xxx/en/resources/registries/reserved shall be withheld from registration or allocated to Registry Operator at the second level within the TLD. Additional International Olympic Committee, International Red Cross and Red Crescent Movement names (including their IDN variants) may be added to the list upon ten (10) calendar days notice from ICANN to Registry Operator. Such names may not be activated in the DNS, and may not be released for registration to any person or entity other than Registry Operator. Upon conclusion of Registry Operator’s designation as operator of the registry for the TLD, all such names withheld from registration or allocated to Registry Operator shall be transferred as specified by ICANN. Registry Operator may self-‐allocate and renew such names without use of an ICANN accredited registrar, which will not be considered Transactions for purposes of Section 6.1 of the Agreement.
CORPORATE INTEGRITY OBLIGATIONS Indivior shall establish and maintain a Compliance Program that includes the following elements:
Corporate Obligation No recourse may be taken, directly or indirectly, against any incorporator, subscriber to the capital stock, stockholder, officer, director or employee of the Company or the Trustee or of any predecessor or successor of the Company or the Trustee with respect to the Company's obligations on the Securities or the obligations of the Company or the Trustee under this Indenture or any certificate or other writing delivered in connection herewith. ARTICLE TWO
Procurement Project not financed with EU Funds The procurement is covered by the Government Procurement Agreement (GPA): yes
Business Associate Obligations Business Associate agrees to comply with applicable federal confidentiality and security laws, specifically the provisions of the HIPAA Rules and the HITECH Act applicable to business associates, including:
2.1 Use and Disclosure of PHI. Except as otherwise permitted by this Agreement, the HIPAA Rules, or applicable law, Business Associate shall not make any uses or disclosures of PHI except as necessary to provide services to, or on behalf of, Covered Entity as described in the Underlying Agreement, and shall not use or disclose PHI that would violate the HIPAA Rules or HITECH Act if used or disclosed by Covered Entity; provided, however, Business Associate may use and disclose PHI as necessary for the proper management and administration of Business Associate, or to carry out its legal responsibilities, consistent with Covered Entity’s minimum necessary policies and procedures. Business Associate may not use or disclose PHI which it creates, receives, maintains or transmits for or on behalf of the Covered Entity for any purpose except as otherwise provided by the Agreement and this BAA. Business Associate agrees to review and understand any state privacy and security laws to the extent that such laws are not preempted by HIPAA, as may be amended from time to time. Business Associate acknowledges that it shall comply specifically with the HIPAA Security Rule, and, to the extent that Business Associate is to carry out one or more of Covered Entity’s obligations under the Privacy Rule, it shall comply with the requirements of the Privacy Rule which apply to Covered Entity in the performance of such obligation(s). Business Associate shall in such cases:
2.1.1 provide information to members of its workforce using or disclosing PHI regarding the confidentiality requirements in the HIPAA Rules and this Agreement;
2.1.2 obtain reasonable assurances, in writing from the person or entity to whom the PHI is disclosed that: (i) the PHI will be held in confidence and further used and disclosed only as required by law or for the purpose for which it was disclosed to the person or entity; and (ii) the person or entity will notify Business Associate of any instances of which it is aware in which confidentiality of the PHI has been breached; and
2.1.3 agree to notify the Privacy Officer of Covered Entity of any instances of which it is aware in which the PHI is used or disclosed for a purpose that is not otherwise provided for in this Agreement or for a purpose not expressly permitted by the HIPAA Rules or HITECH Act.
2.2 Marketing; Sale of PHI. Business Associate may not use or disclose PHI for marketing purposes. Marketing includes any communication which would encourage the recipient to use or purchase a product or service. Business Associate may not use or disclose PHI where it has directly or indirectly received remuneration, financial or otherwise, from or on behalf of the recipient of the PHI in exchange for the PHI. “Sale” is not limited to circumstances where a transfer of ownership occurs, and would include access, license or lease agreements.
City Obligations 26.1 City shall provide full information in a timely manner regarding requirements for and limitations on projects and work tasks. With regard to subcontractor liens, City shall furnish to Engineer, within fifteen (15) days after receipt of a written request, information necessary and relevant for Engineer to evaluate, give notice of, or enforce lien.
26.2 City shall establish and update, if necessary, overall project budgets, including engineering and construction costs.
26.3 City shall furnish the services of consultants, including geotechnical engineers, when such services are requested by Engineer, reasonably required by the scope of a project, and agreed to by City.
26.4 City shall furnish all testing as required by law or the contract documents.
26.5 City shall furnish all legal accounting, auditing and insurance services as necessary for projects to meet the City’s needs and interests, after Engineer has performed requisite project management and oversight duties.
26.6 City shall provide prompt written notice to Engineer if City becomes aware of any fault or defect in a project, including any errors, omissions or inconsistencies in Engineer’s design or performance under the contract.
26.7 City shall pay Engineer in accordance with paragraph 3 and Exhibit E of this Contract, upon receipt of Engineer’s submission of monthly invoices, and satisfactory progress and performance made in accordance with the scope of work. Payments shall reflect work completed, or progress made on a project to date, on a pro rata basis.
26.8 City shall report the total amount of all payments to Engineer, including any expenses, in accordance with federal Internal Revenue Service and State of Oregon Department of Revenue regulations.
26.9 City shall guarantee access to, and make all provisions for Engineer to enter upon public and private property necessary for performance of the Scope of Work over which City exercises control.
26.10 Extra work or work on contingency tasks is not permitted unless authorized by the City in writing. Failure of Engineer to secure written authorization for extra work shall constitute a waiver of all rights to an adjustment in the Agreement price or Agreement time.
LIABILITY OF FOREIGN SUB-CUSTODIANS AND FOREIGN SECURITIES SYSTEMS Each agreement pursuant to which the Custodian employs as a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties and, to the extent possible, to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At the Fund’s election, the Funds shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Funds have not been made whole for any such loss, damage, cost, expense, liability or claim.
Additional Federally Required Orders/Directives Both parties agree that they will comply with the following laws and directives, where applicable:
11.20.1 Executive Order 11061, as amended, which directs the Secretary of HUD to take all action which is necessary and appropriate to prevent discrimination by agencies that utilize federal funds.
11.20.2 Public Law 88-352, Title VI of the Civil Rights Act of 1964, which provides that no person in the United States shall, on the basis of race, color, national origin, or sex, be excluded from participation in, denied the benefits of, or subjected to discrimination under any program or activity which receives federal financial assistance. The Agency hereby extends this requirement to the Contractor and its private contractors. Specific prohibited discriminatory actions and corrective action are described in Chapter 2, Subtitle C, Title V of the Anti-Drug Abuse Act of 1988 (42 U.S.C. 19901 et. seq.).
11.20.3 Public Law 90-284, Title VIII of the Civil Rights Act of 1968., popularly known as the Fair Housing Act, which provides for fair housing throughout the United States and prohibits any person from discriminating in the sale or rental of housing, the financing of housing or the provision of brokerage services, including in any way making unavailable or denying a dwelling to any person because of race, color, religion, sex, or national origin. Pursuant to this statute, the Agency requires that the Contractor administer all programs and activities, which are related to housing and community development in such a manner as affirmatively to further fair housing.
11.20.4 The Age Discrimination Act of 1975, which prohibits discrimination on the basis of age.
11.20.5 Anti-Drug Abuse Act of 1988 (42 U.S.C. 11901 et. seq.). 11.20.6 HUD Information Bulletin 909-23 which is the following:
11.20.6.1 Notice of Assistance Regarding Patent and Copyright Infringement;
11.20.6.2 Clean Air and Water Certification; and,