Compliance; Cooperation Sample Clauses

Compliance; Cooperation. Both parties agree to reasonably cooperate and assist each other in relation to any regulatory inquiry, complaint or investigation concerning the Controller Personal Data shared between the parties.
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Compliance; Cooperation. Sublicensee shall: (a) conduct, and shall cause its Affiliates and sublicensees to conduct, all Exploitation activities with respect to Licensed Compounds and Licensed Products in the Sublicensed Field in the Territory in compliance with all Applicable Laws and industry guidance; and (b) not employ or engage any Person who has been debarred or disqualified by any Regulatory Authority or, to its knowledge, is the subject of debarment or disqualification proceedings by any Regulatory Authority. Sublicensor shall maintain the global safety database pursuant to its own policy and as necessary to comply with Applicable Laws governing adverse experiences in the Territory. The Parties or their Affiliates shall enter into a pharmacovigilance agreement at such time and to the extent necessary, as mutually agreed between the Parties. In the event that Sublicensee or its Affiliates sublicense any of their respective rights under this Agreement to a Third Party for the development or commercialization of Licensed Products or Licensed Compounds in the Sublicensed Field, then, on either Party’s request, the Parties will discuss in good faith the allocation of operational responsibility for the management of the global safety database to ensure that such management is performed in an efficient and equitable manner (including a reasonable allocation of the costs thereof). Without limiting the foregoing, if requested by Sublicensor, Sublicensee will use reasonable efforts to cause its sublicensees to enter into a separate pharmacovigilance agreement directly with Sublicensor, which shall be on substantially the same terms as the pharmacovigilance agreement between Sublicensor and Sublicensee, absent substantial justification for material variation.
Compliance; Cooperation. We have the right to verify your compliance with this Agreement. If we seek to verify that compliance, you will provide information or other materials reasonably requested by us to assist in the verification. We monitor the overall performance and stability of the infrastructure of the Service. You may not block or interfere with that monitoring. If we reasonably believe a problem with the Service may be attributable to Your Content or your use of the Service, you will cooperate with us to identify the source of and resolve that problem. Third Party Content. As part of your use of the Service, you may receive access to third party content, which is subject to separate terms. If so, those separate terms will prevail over this Agreement as to your use of the third party content. Third party content is available "AS IS" without indemnification, support (unless otherwise noted in the third party terms and conditions), or warranty of any kind. You are responsible for reviewing, accepting, and complying with any third party terms of use or other restrictions applicable to the Third Party Content. Those terms will be available to you in the third party terms or through a notification within the Service. We reserve the right to suspend or terminate the third party content at any time. We will use commercially reasonable efforts to provide reasonable notice of that suspension or termination. Evaluation/Trail Period. If you access the Service, or a feature or functionality of the Service, on an evaluation or trail (either referred to as the "Evaluation Service" or ”Trail”), then you may use the Evaluation Service only for evaluation purposes and for the period we specify. Unless we specify otherwise, any use of the Service on an evaluation basis will be for a period of 30 days, beginning on the date we provide you login credentials. You must not use the Evaluation Service for any production computing activity. Notwithstanding any other provision of this Agreement, we provide the Evaluation Service (a) free of charge and without support; and (b) "AS IS" without indemnification or warranty of any kind. The Service Level Agreement does not apply to the Evaluation Service. Also, certain features or services described in the Service Description may not be available for the Evaluation Service. You will not have access to the Evaluation Service or to Your Content when it terminates. Any Evaluation Service features, and functionality do not constitute an implied commitment ...
Compliance; Cooperation. (a) Executive agrees (for Executive and Executive’s representatives) to comply with all laws, rules and regulations that are now or may be in the future applicable to the operations of the Group Companies and the provision of his services as an employee of the Company during the Employment Period, and the Consulting Services during the Consulting Period, in the jurisdictions within which such services the Consulting Services are being performed. Executive agrees to comply with all policies of the Company that may, from time to time, be in effect, including, but not limited to, the Company’s Code of Business Conduct and Ethics, safety and drug, alcohol and prohibited substance policies. Upon Executive’s request, the Company agrees to provide copies of such policies to Executive, and to provide updates as required.

Related to Compliance; Cooperation

  • Regulatory Compliance Cooperation (a) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order (A) to effectuate and facilitate any transfer by CIT/VC of any Securities of the Company then held by CIT/VC to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement), (B) to permit CIT/VC (or any Affiliate of CIT/VC) to exchange all or any portion of the voting Securities of the Company then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by CIT/VC in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VC's ownership of voting Securities of the Company and/or provided for in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC to permit any Person(s) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, and regulations to which it is subject. Such agreements may include restrictions on the 39. redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulations.

  • Compliance Reporting a. Provide reports to the Securities and Exchange Commission, the National Association of Securities Dealers and the States in which the Fund is registered.

  • Scope of Cooperation 1. The Authorities recognise the importance of close communication concerning the Covered CCPs and intend to cooperate regarding:

  • Information/Cooperation Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may be reasonably required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between Executive and the Bank or any other subsidiaries or affiliates.

  • Notice and Cooperation Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.

  • Compliance Audits D.4.1 Compliance Audit(s). Without limiting the generality of section A.7.4 (Records Review), if requested by the Province from time to time, which request shall be at the Province’s sole discretion, the Recipient, at its own expense, will forthwith retain an independent third party auditor to conduct one or more compliance audits of the Recipient or any Project. The audit will be conducted in accordance with Canadian Generally Accepted Auditing Standards, as adopted by the Canadian Institute of Chartered Accountants, applicable as of the date on which a record is kept or required to be kept under such standards. In addition, the audit will assess the Recipient’s compliance with the terms of the Agreement and will address, with respect to each Project, without limitation, the following:

  • Information and Cooperation Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 7.4 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights covering any Program Technology under this Section 7.4; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other actions. In addition, Company agrees that if Licensor claims any action taken under Section 7.4(d)(i) would be detrimental to Patent Rights covering Licensor Technology, Licensor shall provide written notice to Company and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

  • Compliance Matters (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall:

  • Assistance and Cooperation After the Closing Date, each of Seller and Purchaser shall:

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