Compliance with Law; Anti-Bribery Provisions Sample Clauses

Compliance with Law; Anti-Bribery Provisions. You acknowledge and understand that You must, and agree that You will, comply fully with the laws of all applicable jurisdictions, including without limitation the U.S. Foreign Corrupt Practices Act, as amended (“FCPA”), in connection with the performance of Your duties hereunder. In carrying out Your responsibilities under this Agreement, You and Your owners, officers, directors, employees and agents have not and will not pay, offer, or promise to pay, or authorize the payment, directly or indirectly, of any money, gift or anything of value to any “Government Official” (as defined for purposes of the FCPA) for the purpose of influencing any act or decision of such official or of the government to obtain or retain business, or direct business to any person (any such payment, a “Prohibited Payment”); provided that a Prohibited Payment does not include the payment of reasonable and bona fide expenditures, such as travel and lodging expenses, which are directly related to the promotion, demonstration or explanation of products or services, or the execution or performance of a contract with a foreign government or agency thereof. You are not and will not become owned wholly or in part by the government, any agency or instrumentality thereof, or any Government Official during the term of this Agreement without the prior written approval of Intermedia. Intermedia shall have the right to audit You in order to satisfy that no breach of this Section 10.15 has occurred, and You shall cooperate fully in any audit conducted by or on behalf of Intermedia. In the event that Intermedia determines, in its sole discretion, that You have breached any of the representations, warranties or covenants in this Section 10.15, Intermedia shall have the right to terminate this Agreement immediately upon written notice to You. APPENDIX 1 -- SAMPLE AGREEMENT. NOT BE RELIED UPON OR USED WITHOUT SEEKING LEGAL ASSISTANCE. XXXXXXXXXX.XXX MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS AGREEMENT AND THIS DOCUMENT IS A SAMPLE THAT NEEDS TO BE REVIEWED AND/OR REVISED BY YOUR LEGAL COUNSEL. CAREFULLY READ THESE TERMS AND CONDITIONS, AS THEY FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND COMPANY. ONLY AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY MAY EXECUTE THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS,YOU DO NOT HAVE PERMISSION TO USE COMPANY SERVICES AND DO NOT HAVE ANY OTHER OF THE RIGHTS SET FORTH BELOW. This Master Service Agreement (this “MSA”) is entered...
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Compliance with Law; Anti-Bribery Provisions. You acknowledge and understand that You must, and agree that You will, comply fully with the laws of all applicable jurisdictions, including without limitation the any applicable anti-bribery and anti-corruption laws, in connection with the performance of Your duties hereunder. In carrying out Your responsibilities under this Agreement, You and Your owners, officers, directors, employees and agents have not and will not pay, offer, or promise to pay, or authorise the payment, directly or indirectly, of any money, gift or anything of value to any government official (as defined in the applicable law or regulation) for the purpose of influencing any act or decision of such official or of the government to obtain or retain business, or direct business to any person (any such payment, a “Prohibited Payment”). You are not and will not become owned wholly or in part by the government, any agency or instrumentality thereof, or any Government Official during the term of this Agreement without the prior written approval of Intermedia. Intermedia shall have the right to audit You in order to satisfy that no breach of this Section 10.17 has occurred, and You shall cooperate fully in any audit conducted by or on behalf of
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Related to Compliance with Law; Anti-Bribery Provisions

  • Compliance With Law and Regulations You agree to comply with the laws of all states in which the Equipment is transported and/or used as well as all federal and local laws, regulations, and ordinances pertaining to the transportation and use of such Equipment. Without limiting the generality of the foregoing and by way of example, You shall at all times (i) display all necessary and proper placards; (ii) obtain all necessary permits; and (iii) keep all required logs and records. You shall indemnify and hold Us harmless from and against any and all fines, levies, penalties, taxes and seizures by any governmental authority in connection with or as a result of Your possession or use of the Equipment including, without limitation, the full replacement value of the Equipment in the event of seizure or impound, including Our reasonable costs and reasonable attorney fees.

  • Compliance with Laws, Etc Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

  • Compliance with Licenses If you are a business or organization, you agree that upon request from Adobe or Adobe’s authorized representative, you will, within thirty (30) days, fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from Adobe.

  • Compliance with Laws Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Laws and Rules You agree to comply with all state and federal laws, rules, and regulations applicable to you and to your use of the Services (the “Laws”), including the operating rules of all systems used to provide Services to you (the “Rules”), and to provide evidence reasonably satisfactory to us of the same if requested by us. You agree not to use the Service for any illegal purpose, including but not limited to illegal Internet gambling. Without limitation, you agree and acknowledge that the Services may not be used by you in violation of the laws of the United States, including sanction laws administered by the Office of Foreign Asset Controls. You acknowledge and agree that the software you use to access Services may be subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations. You agree and certify that neither the software nor any direct product thereof is being or will be used by you for any purpose prohibited by these Acts. Additionally, each Account and the Services will be subject to and governed by the following: • The terms or instructions appearing on a screen when using a Service; • Our Deposit Agreement, and our rules, procedures, and policies; • Applicable provisions of the rules of the National Automated Clearing House Association (NACHA) for bill payments facilitated through the ACH; • Applicable state and federal laws, rules, and regulations; and • The rules of other funds transfer systems when used in connection with a Service. Nothing in this Agreement relieves you of any obligation you may have under the Laws or the Rules, and this Agreement is deemed modified to the extent necessary to allow or require you to comply with the same. You will implement and maintain procedures, including retention of legal or compliance services, to ensure that you are able to comply with all current and future Laws and Rules, including any changes to them. We are not obligated to provide information, updates or notice of or regarding the Laws or the Rules, even if we are aware of the same and of the potential for material impact on you and your use of the Services, and your indemnification and other obligations to us are not relieved or reduced by our not providing the same to you. If we do provide information, updates or notices of or regarding the Laws or the Rules to you, we are not responsible for the accuracy of the same and may discontinue doing so at any time.

  • Compliance with Law (i) Neither the Assuming Institution nor any of its Subsidiaries is in violation of any statute, regulation, order, decision, judgment or decree of, or any restriction imposed by, the United States of America, any State, municipality or other political subdivision or any agency of any of the foregoing, or any court or other tribunal having jurisdiction over the Assuming Institution or any of its Subsidiaries or any assets of any such Person, or any foreign government or agency thereof having such jurisdiction, with respect to the conduct of the business of the Assuming Institution or of any of its Subsidiaries, or the ownership of the properties of the Assuming Institution or any of its Subsidiaries, which, either individually or in the aggregate with all other such violations, would materially and adversely affect the business, operations or condition (financial or otherwise) of the Assuming Institution or the ability of the Assuming Institution to perform, satisfy or observe any obligation or condition under this Agreement.

  • COMPLIANCE WITH LICENSING REQUIREMENTS CONTRACTOR shall comply with all necessary licensing requirements and shall obtain appropriate licenses and display the same in a location that is reasonably conspicuous, as well as file copies of same with the County Executive Office.

  • Compliance with Laws and Policies 5.1 Each Party shall, at its own expense, comply with the Applicable Laws and Regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

  • Compliance with Laws; Permits The Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation would materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement or the issuance of the Shares or the Preferred Shares, except such as have been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing, as will be filed in a timely manner. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could materially and adversely affect the business, assets, properties or financial condition of the Company and believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted.

  • Compliance with Agreements Promptly and fully comply with all Contractual Obligations to which any one or more of them is a party, except for any such Contractual Obligations (a) the nonperformance of which would not cause a Default or Event of Default, (b) then being contested by any of them in good faith by appropriate proceedings, or (c) if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

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