Xxxx-Xxxxx Act Compliance. The Company and the Investor will promptly prepare and file, or cause to be prepared and filed, any notification or response to any request for additional information required to be filed under the Xxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the acquisition of the Securities and the acquisition of Common Shares, if any, by the Investor upon conversion or exercise of any of the Securities. If any additional filings are required under the Xxxx-Xxxxx Act in connection with the exercise of the Warrants or the acquisition of any other Securities, the Company shall promptly, and in any event within ten-days following a written request from the Investor, prepare and file, or cause to be prepared and filed, any notification or response to any request for additional information required to be filed under the Xxxx-Xxxxx Act and the rules and regulations promulgated thereunder in connection with any acquisition, conversion or exercise of any of the Securities.
Xxxx-Xxxxx Act Compliance. Promptly, and in any event in such time ------------------------- as will avoid any delay in any of the Closings at the respective times provided for in Section 2 of this Agreement, Pall and Vitex will (i) prepare any required Notification and Report Forms under the Xxxx-Xxxxx Act with respect to the acquisition of any Shares by Pall, (ii) file such forms with the United States Federal Trade Commission and Department of Justice, and (iii) respond to any request for additional information in connection with such filing.
Xxxx-Xxxxx Act Compliance. Without limiting the other representations and warranties under this Agreement, Producer represents, warrants and agrees that:
(a) Producer is familiar with the provisions of U.S. Code, Title 18, Sections 2257 and 2257A (entitled The Xxxx Xxxxx Child Protection and Safety Act of 2006), and the implementing rules related thereto (including Part 75 of Title 28 of the Code of Federal Regulations [“C.F.R.”]) (collectively, the “Act”);
(b) Producer and all sub-entities owned or controlled by Producer, if any, who are or will be involved in the production of visual depictions of performers (whether by filming, taping, photographing, digitizing or otherwise creating digitally- or computer-manipulated images of a visual depiction of an actual human being) for the Series and any Episodes thereof (“Sub-Entities”) regularly and in the normal course of business collect and maintain individually identifiable information regarding all performers employed by them (including, without limitation, those performers on the Episodes), pursuant to Federal and State tax, labor or other laws, labor agreements, or otherwise pursuant to industry standards, and such information includes the name, address, and date of birth of each performer;
(c) Producer and all such Sub-Entities are qualified to avail themselves of the exemption set forth in U.S. Code, Title 18, Section 2257A(h)(1)(A) and Part 75.9 of Title 28 of the C.F.R. (the “Safe Harbor,” with the certification required by the Safe Harbor being referred to as the “Safe Harbor Certification”);
(d) Either Producer on its own behalf and on behalf of all such Sub-Entities, or each of Producer and each such Sub-Entity individually, has submitted or will submit duly, truthfully and timely (as defined in the Safe Harbor) to the U.S. Attorney General the Safe Harbor Certification and there have been and will be no changes to Producer’s (and such Sub-Entities’) practices or production activities since the date of filing that would make the Safe Harbor Certification no longer true and valid or require the filing of a new Safe Harbor Certification (and Producer will, upon Company’s request, deliver to Company a copy of each such Certification); and
(e) If Producer, or any of its Sub-Entities, engage any person or entity who is or would be considered a “primary producer” (as defined in Part 75.1 of Title 28 of the C.F.R.) of the Program (each, a “Third Party Producer,” if any), then Producer has obtained and/or will obtain (as a condition...
