Non-Compliant Parties Sample Clauses

Non-Compliant Parties. (a) Each of Contractor and Customer respectively warrant for itself and their respective Affiliates that at the date of this Agreement: (i) it is in compliance with Sanctions Laws applicable to such Party; (ii) it is not a Restricted Party; and (iii) it is not subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws applicable to such Party by any Sanctions Authority. (b) If at any time during the performance of this Agreement either Party becomes aware that the other Party (the "Non-Compliant Party") would be in breach of the warranties in Clause 35.2(a) if such warranties were to be given from the date of this Agreement until the end of the Term: (i) such Party shall give notice to the Non-Compliant Party (a "Sanctions Warranty Notice"); (ii) from the date of the Sanctions Warranty Notice, performance of the obligations of Contractor and Customer under this Agreement shall be suspended without liability of either Party unless and until performance resumes in accordance with Clause 35.2(b)(iv) below or this Agreement is terminated pursuant to Clause 35.2(b)(v) below; (iii) if Contractor is the Non-Compliant Party, such period of suspension shall count as Off-Hire. If Customer is the Non-Compliant Party, Customer shall continue to be obliged to pay the Daily Fee during the period of suspension subject to such payment of Daily Fee, and its receipt by Contractor, not being in breach of Sanctions Laws. If payment of Daily Fee by Customer and its receipt by Contractor is in breach of Sanctions Laws and remains so for a period of ***** days or more, Contractor shall be entitled to terminate this Agreement with immediate effect by sending written notice thereof to Customer, such termination being treated as a termination under Clause 22.3; SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). (iv) Contractor and Customer shall use all reasonable endeavours to apply for and obtain any applicable license or authorisation which will enable the Parties to resume performance of this Agreement notwithstanding the circumstances giving rise to the operation of this Clause 35.2 and upon the obtaining of such license or authorisation performance of the obligations...
Sample 1
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Related to Non-Compliant Parties

  • Non-Compliance 11.1 The provisions of 31 CFR Part 205.29 and 31 CFR Part 205.30 shall apply in cases of non-compliance with the terms of this Agreement.

  • Significant Non-Compliance Under Article 5

  • Non-Compliant Delivery Overshipments and/or early deliveries may be returned at Supplier’s sole expense, or DXC may delay processing the early delivery invoice until the Delivery Date.

  • Anti-Corruption Compliance (a) Neither the Company nor its Subsidiaries, nor to the knowledge of the Company, any of their directors or officers, any of the Company or its Subsidiaries’ respective, employees, agents, Representatives or other Persons acting for or on behalf of the Company or any of its Subsidiaries has, in the past four (4) years: (i) made any bribe, influence payment, kickback, payoff, benefits or any other type of payment (whether tangible or intangible) that would be unlawful under any applicable anti-bribery or anticorruption (governmental or commercial) laws (including, for the avoidance of doubt, any guiding, detailing or implementing regulations), including Laws that prohibit the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any Government Official or commercial entity to obtain a business advantage such as Anti-Bribery Laws; (ii) been in violation of any Anti-Bribery Law, offered, paid, promised to pay, or authorized any payment or transfer of anything of value, directly or indirectly, to any person for the purpose of (A) influencing any act or decision of any Government Official in his official capacity, (B) inducing a Government Official to do or omit to do any act in relation to his lawful duty, (C) securing any improper advantage, (D) inducing a Government Official to influence or affect any act, decision or omission of any Governmental Authority, or (E) assisting the Company or any of its Subsidiaries, or any agent or any other Person acting for or on behalf of the Company or any of its Subsidiaries, in obtaining or retaining business for or with, or in directing business to, any Person; or (iii) accepted or received any contributions, payments, gifts, or expenditures that would be unlawful under any Anti-Bribery Law. (b) Each of the Company and its Subsidiaries has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material respects with the Anti-Bribery Laws. (c) As of the date hereof, to the knowledge of the Company, there are no current or pending internal investigations, or third-party investigations (including by any Governmental Authority), or internal or external audits, that address any material allegations or information concerning possible material violations of the Anti-Bribery Laws related to the Company or any of the Company’s Subsidiaries.

  • HIPAA Compliance If this Contract involves services, activities or products subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Contractor covenants that it will appropriately safeguard Protected Health Information (defined in 45 CFR 160.103), and agrees that it is subject to, and shall comply with, the provisions of 45 CFR 164 Subpart E regarding use and disclosure of Protected Health Information.

  • Code Compliance Each of the Company Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Company Properties), except for such failures to comply that would not, in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has knowledge of any pending or threatened condemnation proceeding, zoning change or other proceeding or action that would reasonably be expected to have a Material Adverse Effect.

  • Compliance with Environmental Requirements 50.1 The Contractor shall provide the goods and/or Services required under the Contract in accordance with applicable laws and the Authority’s environmental policy, which is to conserve energy, water and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment. 50.2 The Authority is committed to promoting a low carbon, high growth, global economy. The Contractor shall work with the Authority regarding any environmental or sustainability issues as the Authority considers relevant, comply with contractual obligations and carry out any reasonable request to ensure the protection of the environment, society and the economy and promotion of sustainable development and sustainable procurement throughout the Contract Period. 50.3 All written outputs, including reports, produced in connection with the Contract shall (unless otherwise specified) be produced on recycled paper containing at least 80% post consumer waste and used on both sides where appropriate. 50.4 Nothing in this Condition 50 shall relieve the obligations of the Contractor to comply with its statutory duties and Good Industry Practice.

  • Labor Compliance Contractor shall perform the Work of the Project while complying with all the applicable regulations, including section 16000, et seq., of Title 8 of the California Code of Regulations and is subject to labor compliance monitoring and enforcement by the Department of Industrial Relations.

  • 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.

  • DBE/HUB Compliance The Engineer’s subcontracting program shall comply with the requirements of Attachment H of the contract (DBE/HUB Requirements).

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