Sales Compliance Sample Clauses

Sales Compliance. Purchaser waives Sellers' compliance with the Bulk Sales Law of any state. Sellers agrees to pay all claims of creditors which could be asserted against Purchaser because of such noncompliance unless such claims are assumed by Purchaser under this Agreement. Sellers indemnify Purchaser against any liability or expense, including attorneys' fees, incurred by Purchaser by reason of the failure of Sellers to pay such claims.
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Sales Compliance. Designation of one or more employees with responsibility for assuring compliance and developing policies and procedures. Designation of one or more employees with responsibility for maintaining records and reinforcing appropriate sales practices. Reinforce policy updates, compliance alerts and other communications with Agents. Aid in the collection of Agent responses when necessary. Review actionable information provided by Aetna, monitor compliance statistics, identify negative trends, and take action proactively. Establish Agent recruitment standards, including Agent Code of Ethics. Assure Agent training (including first tier, downstream and related entity training). Ensure Agent marketing/advertising oversight. Facilitate annual certification procedures. Upline Agreement 2015 41 Implement complaint/inquiry handling procedures provided by Aetna. Enforce disciplinary actions.
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Sales Compliance. Seller will notify the taxing authority of the State of California responsible for the collection of sales and use taxes in accordance with the applicable tax laws.
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Sales Compliance. The Limited Partners agree, and each holder of Registrable Securities (including Registrable Securities in any Registration Statement filed pursuant to this Agreement) will be deemed to have agreed, as follows: (a) if any Registrable Securities are being registered in any registration pursuant to this Agreement, the holder thereof will comply with all anti-stabilization, manipulation, and similar provisions of Section 10 of the Exchange Act, and any rules and regulations promulgated thereunder by the Commission, and at the request of the Registrant, will execute and deliver to the Registrant and to any underwriter participating in such offering, an appropriate agreement to such effect; and (b) at the end of any period during which the Registrant is obligated to keep a Registration Statement current and effective as described herein, the holders of Registrable Securities included in the Registration Statement shall discontinue sales therefor pursuant to such Registration Statement.
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Sales Compliance. 19 5.2 COMPLETE AGREEMENT; AMENDMENT..........................................19 5.3 NOTICES................................................................20 (a) Addresses.....................................................20 (b) Effective Date of Notices, etc................................20 (c) Changes.......................................................20
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Sales Compliance. The Seller shall comply with applicable sales compliance, if any.
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Related to Sales Compliance

  • Bulk Sales Compliance The Buyer hereby waives compliance by the Seller with the provisions of the "bulk sales laws" of any state which may be applicable to the transactions contemplated hereby; provided, however, that the Seller shall indemnify the Buyer in connection with such noncompliance to the extent provided in Article 6 hereof.

  • FINRA Compliance You represent and warrant that you are (a) a broker or dealer (as defined in Section 3(a)(4) or 3(a)(5) of the ▇▇▇▇ ▇▇▇) that is a member in good standing of FINRA, (b) a non-U.S. bank, broker, dealer or other non-U.S. institution that is not eligible for membership in FINRA and is not required to be registered as a broker or dealer under the 1934 Act (a “non-member non-U.S. dealer”), or (c) only in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), and such other Securities as from time to time may be sold by a “bank” (as defined in Section 3(a)(6) of the 1934 Act (a “Bank”)), that you are a Bank that is acting in connection with the Offering in accordance with an applicable exception or exemption from the definitions of broker and dealer under Sections 3(a)(4) and 3(a)(5) of the 1934 Act. You further represent, warrant and agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted by or to you: (i) if you are a member of FINRA, you will comply with all applicable rules of FINRA, including, without limitation, the requirements of FINRA Rules 5110, 5121, 5130, 5131 and 5141 (to the extent any or all such rules are applicable to the particular Offering); (ii) if you are a non-member non-U.S. dealer, (x) you will not make any offers or sales of the Securities in, or to nationals or residents of, the United States, its territories, or its possessions, except to the extent permitted by Rule 15a-6 under the 1934 Act (or any successor rule thereto adopted by the U.S. Securities and Exchange Commission (the “SEC”)), (y) in making any offers or sales of the Securities, you will comply with the requirements of the following FINRA rules (including any successor rules thereto adopted by FINRA): (A) to the extent that you are acting, in respect of offers or sales of the Securities, as a “conduit” for, or are receiving in connection with such offers and sales any selling commissions, discounts, allowances or other compensation from, or are otherwise being directed with respect to allocations or disposition of the Securities by, a FINRA member, FINRA Rule 5130 and FINRA Rule 5141 as though you are a member of FINRA, and (B) NASD Conduct Rule 2420(c), as that Rule applies to a non-member broker or dealer in a non-U.S. country, and (z) you are, and will remain at all relevant times, an appropriately registered or licensed broker or dealer (to the extent required) in your home jurisdiction and in any non-U.S. jurisdiction in which you engage in activities in connection with an Offering; (iii) if you are a Bank, (x) to the extent you are acting, in respect of offers or sales of the Securities, as a “conduit” for, or are receiving in connection with such offers and sales any selling commissions, discounts, allowances or other compensation from, or are otherwise being directed with respect to allocations or disposition of the Securities by, a FINRA member, you will comply with FINRA Rules 5130 and 5141 as though you are a member of FINRA, and (y) you will not accept any fee or other compensation, or purchase any Securities at a discount from the offering price from any Underwriter or Dealer, which would not be permitted under applicable FINRA rules (including, without limitation, NASD Conduct Rule 2420 or any successor rule thereto adopted by FINRA) or would subject you to registration and regulation as a “broker” or “dealer” under Section 3(a)(4) or 3(a)(5) of the 1934 Act; (iv) in respect of each Offering in which you participate (as indicated by your participation therein), you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to FINRA’s requirements and related interpretations with respect to review of corporate financing transactions as such requirements and interpretations relate to such Offering; and (v) you are fully familiar with the 1933 Act, 1934 Act and FINRA provisions referenced in this Section 10 and elsewhere in this Master SDA.

  • CRA Compliance Neither Buyer nor any Buyer Subsidiary has received any notice of non-compliance with the applicable provisions of the CRA and the regulations promulgated thereunder. As of the date hereof, Buyer’s and each Buyer Subsidiary’s most recent examination rating under the CRA was “satisfactory” or better. Buyer knows of no fact or circumstance or set of facts or circumstances which would be reasonably likely to cause Buyer or any Buyer Subsidiary to receive any notice of non-compliance with such provisions of the CRA or cause the CRA rating of Buyer or any Buyer Subsidiary to decrease below the “satisfactory” level.

  • 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:

  • 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.