Other Compliance Matters Sample Clauses

Other Compliance Matters. Except as provided in paragraph b. or c. of this section 6.5, the Exchange shall refer any suspected violation of the Agreement by a Contracting Party to the Chief Compliance Officer for handling in accordance with section 6.2.
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Other Compliance Matters. Except as set forth in Schedule 2.4, (1) there are no subleases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer upon any party other than the Sellers the right to occupy or possess all or any portion of the Real Property or any portion thereof or any interest therein; (2) no party other than Sellers occupy or possess the Real Property or any portion thereof; (3) there is legal and adequate ingress and egress between the Real Property and an adjacent public roadway; (4) the Real Property is connected to usable public sanitary and sewer, public water, and electrical utilities of adequate capacity for the present use of the Real Property; (5) the Real Property is properly zoned in order to allow its current use in the Business; (6) no federal, state or local law, ordinance, regulation or restriction is violated in any material respect by the continued maintenance, operation or present use of the Real Property; (7) there is no federal, state or local law, statute, ordinance, rules, regulation or requirement, court or administrative law or process (collectively "Laws") which would require any expenditure to modify or improve any of the Real Property in order to bring it into compliance therewith; and (8) there are no claims or demands (including eminent domain proceedings) pending or, to the knowledge of Sellers and the Owner, threatened by any party which, if valid, would create in, or confer upon, any party other than the Sellers any right, title or interest in or to the Real Property or any portion thereof.
Sample 1
Other Compliance Matters. (a) Prior to the Closing, the Company agrees to cooperate with Parent to determine whether the Company or any of its Subsidiaries must register as a manufacturer or exporter of defense articles pursuant to International Traffic in Arms Regulations, 22 C.F.R. parts 120-130, with respect to the manufacture and sale of certain parts for use by the Canadian Coast Guard or any other domestic or foreign military branch, division or organization. If such registration is determined to be necessary, the Company shall use commercially reasonable efforts to effect such registration as quickly as practicable. The Company agrees to give due regard to the views of Parent in determining whether any voluntary disclosure by the Company or any of its Subsidiaries is advisable with respect to any such manufacture and sale.
Sample 1
Other Compliance Matters. (a) For purposes of this Indenture, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer.
Sample 1
Other Compliance Matters. (a) Since January 1, 2016, the applicable Acquired Companies have timely filed all Regulatory Documents that were required to be filed with any Governmental Authority and have timely paid in full all fees and assessments due and payable in connection therewith other than such failures to timely file or pay that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 1, 2016, the Acquired Companies set forth in Section 3.11(a) of the Company Disclosure Schedule (each, a “Company Advisor”), which comprise the only Acquired Companies that provide investment advisory or sub-advisory services, have been (i) duly registered as an investment adviser under the Investment Advisers Act and under all other Applicable Laws (if required to be so registered under the Investment Advisers Act or other Applicable Laws) and (ii) duly registered and licensed as an investment adviser under all other Applicable Laws or is exempt therefrom, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 1, 2016, the Company Broker-Dealer has been has been (i) duly registered as a broker or dealer under the Exchange Act (if required to be so registered under the Exchange Act) and (ii) duly registered and licensed as a broker or dealer under all other Applicable Laws or exempt therefrom, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company Broker-Dealer currently maintains and, at all times since January 1, 2016 has maintained, “net capital” (as such term is defined in Rule 15c3-1(c)(2) under the Exchange Act) equal to or in excess of the minimum “net capital” required to be maintained by it under the Exchange Act. Section 3.11(a) of the Company Disclosure Schedule lists the jurisdictions in which the Company or any of its Subsidiaries (1) is registered as an investment adviser or broker-dealer, as applicable, or (2) is required to give notice that it is acting as an investment adviser or broker-dealer. Each such registration or license is in full force and effect.
Sample 1
Other Compliance Matters. (a) Since January 1, 2016, Buyer and its Subsidiaries have timely filed all Regulatory Documents that were required to be filed with any Governmental Authority and have timely paid in full all fees and assessments due and payable in connection therewith other than such failures to timely file or pay that would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. Since January 1, 2016, the Buyer entities who provide advisory and sub-advisory services to clients (including Buyer Funds) (each, a “Buyer Advisor”) have been (i) duly registered as an investment adviser under the Investment Advisers Act and under all other Applicable Laws (if required to be so registered under the Investment Advisers Act or other Applicable Laws) and (ii) duly registered and licensed as an investment adviser under all other Applicable Laws or exempt therefrom, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.
Sample 1
Other Compliance Matters. (a) Except as set forth in Section 3.11(a) of the Company Disclosure Schedule, since January 1, 2019, the applicable Moneda Entities have timely filed all Regulatory Documents that were required to be filed with any Governmental Authority and have timely paid in full all fees and assessments due and payable in connection therewith other than such failures to timely file or pay that would not, individually or in the aggregate, reasonably be expected to be material to the Moneda Entities, taken as a whole.
Sample 1
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Other Compliance Matters. (a) Except as set forth on Section 4.10(a) of the Seller Disclosure Schedule, since January 1, 2016, the applicable Acquired Companies have timely filed all material forms, reports, registration statements, schedules and other documents, together with any material amendments required to be made with respect thereto, that were required to be filed with any Governmental Authority and have timely paid in full all fees and assessments due and payable in connection therewith. Adviser has been (i) at all times required by Applicable Law, duly registered as an investment adviser under the Investment Advisers Act and under all applicable state statutes (if required to be so registered under Applicable Law) and (ii) since January 1, 2016, duly registered and licensed as an investment adviser under all other Applicable Laws or exempt therefrom. Since the date that it commenced operations as a transfer agent, Transfer Agent has been (A) duly registered as a transfer agent under the Exchange Act (if required to be so registered under the Exchange Act) and (B) duly registered and licensed as a transfer agent under all other Applicable Laws or exempt therefrom.
Sample 1
Other Compliance Matters. 11.6.1 Company represents and warrants that it has established, and covenants that it will maintain during the Term, a compliance program consistent with the Compliance Program Guidance for Pharmaceutical Manufacturers published by the Office of Inspector General, U.S. Department of Health and Human Services.
Sample 1

Related to Other Compliance Matters

  • 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:

  • Environmental Compliance and Conditions Except as set forth on Schedule 3.16:

  • Environmental Compliance and Reports Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests.

  • Compliance with Laws; Environmental Matters (i) Except with respect to Environmental Laws, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), taxes and regulatory compliance, which are the subjects of Sections 3.01(j)(ii), 3.01(l), 3.01(n) and 3.01(u), respectively, each of the Company and its Subsidiaries is in compliance with all Laws and Orders (collectively, "Legal Provisions") applicable to it, its properties or other assets or its business or operations, except for failures to be in compliance that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices and permits of or with all Governmental Entities (collectively, "Permits"), including all Permits under the Federal Food, Drug and Cosmetic Act of 1938, as amended (including the rules and regulations promulgated thereunder, the "FDCA"), necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as currently conducted, except where the failure to have such Permits individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Since January 1, 2000, there has occurred no default under, or violation of, any such Permit, except for any such default or violation that individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. The consummation of the Merger, in and of itself, would not cause the revocation or cancelation of any such Permit that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

  • Governance Matters At Closing, the Company and the Bank will appoint each person nominated by each Lead Investor (each a “Board Representative”) as provided in this Section 4.18 to the Board of Directors, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or delayed). To the extent consistent with the requirement to stagger the terms of the directors of the Company, the Company and Bank will nominate the Board Representatives for election at the first annual meeting of shareholders following the Closing to the following terms: PIMCO Board Representative to a three year term; Patriot Board Representative to a two year term; and Xxxxxxxx Board Representative to a one year term. After such appointment or election of a Board Representative, so long as the Lead Investor beneficially owns (as determined in accordance with Rule 13d-3 under the Exchange Act) 5.0% or more of the outstanding shares of Common Stock whether acquired upon conversion of the Non-Voting Common Stock, exercise of the Warrant or otherwise (and treating each outstanding share of Non-Voting Common Stock that is not a share of Common Stock as if it had converted into Common Stock and excluding as Common Stock beneficially owned, shares of Common Stock issuable under outstanding Warrants) (a “Qualifying Ownership Interest”), the Company will be required to recommend to its shareholders the election of such respective Lead Investor’s Board Representative at the Company’s annual meeting of shareholders, as applicable, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or delayed). If at any time a Lead Investor no longer beneficially owns Qualifying Ownership Interest, such Lead Investor will have no further rights under this Section 4.18, and, at the written request of the Board of Directors, shall use its reasonable best efforts to cause its Board Representative to resign from the Board of Directors within 15 calendar days thereafter. Each Lead Investor shall inform the Company if and when it ceases to hold a Qualifying Ownership Interest. Any Board Representative (including any successor nominee) duly selected in accordance with this Section 4.18 shall, subject to applicable law, be the Company’s and the Company’s Nominating and Governance Committee’s nominee to serve on the Board of Directors. The Company shall use all reasonable best efforts to have the Board Representative elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board of Directors. For only so long as the Lead Investor has the right to nominate a Board Representative pursuant to Section 4.18, such Lead Investor shall have the power to designate the Board Representative’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director. The Board of Directors will use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable law, being the Company’s and the Nominating and Governance Committee’s nominee to serve on the Board of Directors, using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). Any Board Representative shall be entitled to the same cash compensation and participation in Company equity plans and same indemnification in connection with his or her role as a director as the other members of the Board of Directors, and each Board Representative shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committees thereof, to the same extent as the other members of the Board of Directors. With respect to indemnification of any Board Representative, the Company agrees (i) that it is the indemnitor of first resort (i.e., its obligations to any Board Representative are primary and any obligation of the Lead Investors or their Affiliates (other than the Company) to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such person are secondary) with respect to any actions, costs, charges, losses, damages or expenses incurred or sustained in connection with the execution by such person of his or her duties as a director of the Company and (ii) that it irrevocably waives, relinquishes and releases the Lead Investors and their Affiliates from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. The Company shall notify each Board Representative of all regular and special meetings of the Board of Directors and shall notify each Board Representative of all regular and special meetings of any committee of the Board of Directors of which the Board Representative is a member in accordance with the Company’s bylaws as then in effect. The Company shall provide each Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board of Directors concurrently as such materials are provided to the other members. At all times when the Lead Investor has the right to a Board Representative as provided in this Section 4.18, upon the written request of such Lead Investor and in lieu of such Lead Investor’s nomination of a Board Representative, such Lead Investor may appoint one individual to attend all meetings of the Board of Directors and all committees thereof (the “Observer”) and pursuant to this Section 4.18 hereof the board of directors of the Bank and all committees thereof, which individual shall be reasonably acceptable to the Board of Directors (such approval not to be unreasonably withheld or delayed); provided that the appointment by a Lead Investor of an Observer shall not prevent such Lead Investor from nominating a Board Representative in lieu of an Observer at a future time. The Observer shall not have any right to vote on any matter presented to the Board of Directors or any committee thereof. Subject to compliance with regulatory requirements, the Company shall give each Observer written notice of each meeting thereof at the same time and in the same manner as the members of the Board of Directors, shall provide each Observer with all written materials and other information given to members of the Board of Directors at the same time such materials and information are given to the members of the Board of Directors and shall permit each Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to each Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents; provided, however, that (A) the Company or the Board of Directors shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof (1) if doing so is, in the reasonable good faith judgment of the Company, after consultation with counsel, advisable or necessary to protect the attorney-client privilege between the Company and counsel or (2) if the Board of Directors reasonably determines in good faith, after consultation with counsel, that attendance by the Observer would conflict with fiduciary or regulatory requirements under applicable law and (B) each Lead Investor shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer. Each Lead Investor covenants and agrees to hold all such information obtained from its Observer as provided in the prior sentence in confidence pursuant to the non-disclosure agreement entered into between the Company and such Lead Investor. So long as a Lead Investor has the right to appoint a Board Representative pursuant to this Section 4.18, such Lead Investor shall have the right to either nominate one person (the “Bank Board Representative”) to be elected or appointed as director to the board of directors of the Bank (the “Bank Board”) or to appoint one person to attend all meetings of the Bank Board and all committees thereof as an observer (the “Bank Board Observer”); provided that if a Lead Investor chooses to have a director of both the Company and the Bank it at all such times be the same individual; provided further the appointment by such Lead Investor of a Bank Board Observer shall not prevent such Lead Investor from nominating a Bank Board Representative in lieu of a Bank Board Observer at a future time. The obligations of the Company otherwise with respect to, and the conditions on the appointment and, if applicable, directorship of, each Bank Board Representative and each Bank Board Observer shall be substantially the same as those with respect to or applicable to the Board Representative and Observer, respectively. The rights of each Lead Investor described in this Section 4.18 shall be personal to such Lead Investor and the transfer, assignment and/or conveyance of said rights from such Lead Investor to any other person and/or entity (other than in connection with a transfer of Securities to an Affiliate) is prohibited and shall be void and of no force or effect.

  • Certain Governance Matters (a) Water Pik and ATI intend that until the third annual meeting of stockholders of Water Pik held following the Distribution Date, at least a majority of the members of the Board of Directors of Water Pik will at all times consist of persons who are also members of the Board of Directors of ATI. The initial members of the Board of Directors of Water Pik and the respective initial Classes of the Board in which they will serve are as follows: Class I: Charxxx X. Xxxxxxx, Xx. Jamex X. Xxxx Class II: Michxxx X. Xxxxxx Willxxx X. Xxxxx Class III: Robexx X. Xxxxxxx (Xxairman) W. Craix XxXxxxxxxx

  • 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.

  • Operational Matters 7.1 The LGB shall comply with the obligations set out in Appendix 2 which deals with the day-to-day operation of, and delegation of responsibilities to, the LGB.

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