Regulatory Compliance Costs Sample Clauses

Regulatory Compliance Costs. 48 Section 6.5
Sample 1Sample 2
AutoNDA by SimpleDocs
Regulatory Compliance Costs. (a) Within 60 days after the date hereof, NorthPoint and Verizon shall agree on a plan (the "Regulatory Compliance Plan") to bring NorthPoint's then- existing network into compliance with any and all state and federal regulations applicable to Verizon that would become applicable to the operations of NorthPoint from and after the Effective Time as a result of the consummation of the Asset Contribution and the Merger. Both Parties shall use all commercially reasonable efforts to minimize the cost of implementing the Regulatory Compliance Plan. The Regulatory Compliance Plan shall include the cost of (i) incremental network facilities, (ii) incremental equipment in existing facilities, (iii) non-recurring and monthly recurring charges of new transportation circuits for NorthPoint's customers, (iv) non-recurring and monthly recurring charges for new transportation circuits for NorthPoint's backbone network, (v) operating support systems changes, and (vi) personnel time and materials required to effect such changes (the "Compliance Expenses"). At the beginning of each calendar month, NorthPoint shall submit to Verizon a detailed report of all Compliance Expenses, describing the nature, date, amount and location of each Compliance Expense paid during the immediately preceding calendar month and, within five business days of receipt of such report, Verizon shall reimburse NorthPoint for Compliance Expenses incurred during such preceding month which are in accordance with the Regulatory Compliance Plan. (b) At the Closing, the Cash Amount shall be reduced by an amount equal to 45% of the Compliance Expenses theretofore reimbursed by Verizon. (c) In the event that this Agreement is terminated pursuant to Section 9.1(d)(i)(A) hereof, in addition to any other remedies contained herein, NorthPoint shall be entitled to retain any reimbursement payments made by Verizon in respect of Compliance Expenses. (d) In the event that this Agreement is terminated pursuant to Section 9.1(d)(ii)(A) hereof, in addition to any other remedies contained herein, NorthPoint shall make a cash payment to Verizon within five business days of such termination in an amount equal to 100% of the reimbursement payments previously made by Verizon in respect of Compliance Expenses. (e) In the event this Agreement is terminated for any reason other than pursuant to Section 9.1(d)(i)(A) or 9.1(d)(ii)(A) hereof, NorthPoint shall make a cash payment to Verizon within five business days of such termin...
Sample 1
Regulatory Compliance Costs. 8 5.7 Site Commitment Surcharge[NOT APPLICABLE]...................... 8 5.8
Sample 1
Regulatory Compliance Costs. In the event that Licensor, at any Site where Licensee has executed an SLA, thereafter incurs Regulatory Compliance Costs, Licensee shall be responsible to pay to Licensor, its Pro Rata Share of such Regulatory Compliance Costs within thirty (30) days receipt of Licensor's invoice.
Sample 1
Regulatory Compliance Costs a. Buyers will cooperate with OAWD regarding the preparation of any environmental documentation or analysis necessary to carry out this Agreement or OAWD’s performance of this Agreement. b. Buyers and OAWD will cooperate and assist each other in obtaining any necessary regulatory approvals and in meeting any requirements of regulatory agencies applicable to this Agreement or its performance. c. Buyers shall be collectively responsible for all costs of environmental documentation or analysis or regulatory compliance made necessary by or required to perform this Agreement, in proportion to the amounts of their respective Commitments.
Sample 1
Regulatory Compliance Costs. In the event that Licensor incurs Regulatory Compliance Costs at the Site during the Term, then, at Licensor’s election, Licensee shall pay to Licensor its Pro Rata Share of such Regulatory Compliance Costs within thirty (30) days of receipt of Licensor’s invoice for same (together with supporting documentation).
Sample 1
Regulatory Compliance Costs. While the Network Operator shall be solely responsible for ensuring that the MassTech Network is fully compliant with all Applicable Laws, including all federal, Commonwealth, and local regulatory requirements, related to the operation of the MassTech Network and the Customer Services provided over it by MassTech and/or the Network Operator during the Term of this Agreement, the costs of such compliance, including the payment of fees and non-compliance charges assessed, if any, shall be treated as follows: 4.12.6.1 MassTech shall be responsible for federal, state, and local regulatory compliance costs, if any, on Dark Fiber leases and on Commonwealth Services under this Agreement pursuant to contracts directly between MassTech and Commonwealth Customers. Network Operator, however, shall be liable for any penalties or forfeitures or other payments resulting from non-compliance with Applicable Law or Avoidable Liabilities. 4.12.6.2 Except as otherwise stated in Section 4.12.6.1, Network Operator shall be responsible for all federal, state, and local regulatory compliance costs, including non-compliance charges assessed, if any, on Wholesale Services provided under this Agreement. 4.12.6.3 The Parties will coordinate and reasonably cooperate to structure service offerings in a manner that minimizes regulatory costs and mitigates any instances of non-compliance.
Sample 1
AutoNDA by SimpleDocs

Related to Regulatory Compliance Costs

  • Regulatory Compliance Neither Borrower nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries is engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower and each of its Subsidiaries has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Neither Borrower nor any of its Subsidiaries has violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a Material Adverse Change. Neither Borrower’s nor any of its Subsidiaries’ properties or assets has been used by Borrower or such Subsidiary or, to Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than in material compliance with applicable laws. Borrower and each of its Subsidiaries has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted. None of Borrower, any of its Subsidiaries, or any of Borrower’s or its Subsidiaries’ Affiliates or any of their respective agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is (i) in violation of any Anti-Terrorism Law, (ii) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, or (iii) is a Blocked Person. None of Borrower, any of its Subsidiaries, or to the knowledge of Borrower and any of their Affiliates or agents, acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (x) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law.

  • Information for Regulatory Compliance Each of the Company and the Depositary shall provide to the other, as promptly as practicable, information from its records or otherwise available to it that is reasonably requested by the other to permit the other to comply with applicable law or requirements of governmental or regulatory authorities.

  • FERPA Compliance In connection with all FERPA Records that Contractor may create, receive or maintain on behalf of University pursuant to the Underlying Agreement, Contractor is designated as a University Official with a legitimate educational interest in and with respect to such FERPA Records, only to the extent to which Contractor (a) is required to create, receive or maintain FERPA Records to carry out the Underlying Agreement, and (b) understands and agrees to all of the following terms and conditions without reservation:

  • Financial Viability and Regulatory Compliance 2.6.1 Contractor warrants and represents that its corporate entity is in good standing with all applicable federal, state, and local licensing authorities and that it possesses all requisite licenses to perform the services required by this contract. Contractor further warrants and represents that it owes no outstanding delinquent federal, state or local taxes or business assessments. 2.6.2 Contractor agrees to promptly disclose to the MPHA any IRS liens or licensure suspension or revocation that may adversely affect its capacity to perform the services outlined within this contract. The failure by Contractor to disclose such issue to the MPHA in writing within 5 days of such notification received will constitute a material breach of this contract. 2.6.3 Contractor further agrees to promptly disclose to the MPHA any change of more than 50% of its ownership and/or any declaration of bankruptcy that Contractor may undergo during the term(s) of this contract. The failure of Contractor to disclose any change of more than 50% of its ownership and/or its declaration of bankruptcy within 5 days of said actions shall constitute a material breach of this contract. 2.6.4 All disclosures made pursuant to this section of the contract shall be made in writing and submitted to MPHA within the time periods required herein.

  • Clinical Data and Regulatory Compliance The preclinical tests and clinical trials, and other studies (collectively, “studies”) that are described in, or the results of which are referred to in, the Registration Statement or the Prospectus were and, if still pending, are being conducted in all material respects in accordance with the protocols, procedures and controls designed and approved for such studies and with standard medical and scientific research procedures; each description of the results of such studies is accurate and complete in all material respects and fairly presents the data derived from such studies, and the Company and its subsidiaries have no knowledge of any other studies the results of which are inconsistent with, or otherwise call into question, the results described or referred to in the Registration Statement or the Prospectus; the Company and its subsidiaries have made all such filings and obtained all such approvals as may be required by the Food and Drug Administration of the U.S. Department of Health and Human Services or any committee thereof or from any other U.S. or foreign government or drug or medical device regulatory agency, or health care facility Institutional Review Board (collectively, the “Regulatory Agencies”); neither the Company nor any of its subsidiaries has received any notice of, or correspondence from, any Regulatory Agency requiring the termination, suspension or modification of any clinical trials that are described or referred to in the Registration Statement or the Prospectus; and the Company and its subsidiaries have each operated and currently are in compliance in all material respects with all applicable rules, regulations and policies of the Regulatory Agencies.

  • CEQA Compliance The District has complied with all assessment requirements imposed upon it by the California Environmental Quality Act (Public Resource Code Section 21000 et seq. (“CEQA”) in connection with the Project, and no further environmental review of the Project is necessary pursuant to CEQA before the construction of the Project may commence.

  • FDA Compliance The Company: (A) is and at all times has been in material compliance with all statutes, rules or regulations of the FDA and other comparable governmental entities applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product under development, manufactured or distributed by the Company (“Applicable Laws”); (B) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other correspondence or notice from the FDA or any governmental entity alleging or asserting material noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, exemptions, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and the Company is not in material violation of any term of any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from the FDA or any governmental entity or third party alleging that any product operation or activity is in material violation of any Applicable Laws or Authorizations and has no knowledge that the FDA or any governmental entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received notice that the FDA or any governmental entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any material Authorizations and has no knowledge that the FDA or any governmental entity is considering such action; and (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct on the date filed (or were corrected or supplemented by a subsequent submission).

  • 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.

  • Program Compliance The School Board shall be responsible for monitoring the program to provide technical assistance and to ensure program compliance.

  • FCPA Compliance The Company has not and, to the best of the Company’s knowledge, none of its employees or agents at any time during the last five years have (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!