Reseller Compliance with Laws; Anti Sample Clauses

Reseller Compliance with Laws; Anti corruption. In performing these Reseller Terms, Reseller and its shareholders, beneficial owners, affiliates, officers, directors, employees, subcontractors and agents involved in providing services under this agreement (collectively “Reseller Parties”), will comply with all applicable laws, including (but not limited to) anti-corruption laws or anti- bribery laws such as the U.S. FCPA, UK Bribery Act, and other anti-corruption laws of any other applicable jurisdiction. In carrying out its responsibilities under this agreement, the Reseller Parties will not offer, promise, give, authorize the paying or giving of, solicit, or accept money or anything of value, directly or indirectly, to (i) any Government Official in order to influence official action or otherwise obtain an improper advantage, (ii) any other person with the knowledge that all or any portion of the money or thing of value will be offered or given to a Government Official in order to influence official action or otherwise obtain an improper advantage, or (iii) any other person in order to induce them to perform their work duties disloyally or otherwise improperly or in any manner that would constitute bribery or an illegal kickback, or would otherwise violate applicable anti-corruption laws. For the purposes of this section, a person shall be deemed to have “knowledge” with respect to conduct, circumstances or results if such person is aware of (1) the existence of or (2) a high probability of the existence of such conduct, circumstances, or results. Xxxxxxxx agrees to defend, indemnify and hold Adobe harmless for any claim arising out of or related to Xxxxxxxx’s alleged violation of anti-bribery or anti-corruption laws. Adobe reserves the right to defend itself in any such claim
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Related to Reseller Compliance with Laws; Anti

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Definitions For purposes of this Agreement:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • NOW, THEREFORE the parties hereto agree as follows:

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