Known Violations Clause Samples
The Known Violations clause defines the parties' obligations and liabilities regarding any legal or regulatory violations that are already known at the time of entering into the agreement. Typically, this clause requires one or both parties to disclose any such violations, such as prior breaches of law, ongoing investigations, or unresolved compliance issues, before the contract is finalized. By addressing known violations upfront, the clause helps allocate risk, ensures transparency, and prevents future disputes arising from undisclosed legal problems.
Known Violations. Executive represents and warrants that Executive is not aware of any illegal acts committed by or on behalf of the Company and represents that if Executive is or had been aware of any such conduct, that Executive has properly reported the same to a member of the executive leadership team in writing. Executive further represents and warrants that Executive is not aware of any (i) violations, allegations or claims that the Company has violated any federal, state, local or foreign law or regulation of any kind, or (ii) any facts, basis or circumstances relating to any alleged violations, allegations or claims that the Company has violated any federal, state, local or foreign law or regulation of any kind. If Executive learns of any such information, Executive shall immediately inform the Company’s Chief Risk Officer.
Known Violations. The Executive represents and warrants that the Executive is not aware of any illegal acts committed by or on behalf of the Company and agrees that, to the extent the Executive is aware of conduct by anyone while employed by or representing the Company that gives the Executive a belief, concern or suspicion that a violation of any state, federal or foreign law, regulation (particularly involving employment, securities (including, but not limited to, the Investment Advisors Act of 1940, Securities Act of 1933, and/or Securities Exchange Act of 1934), tax, and/or real property), or any policy of the Company, the Executive has reported such belief, concern or suspicion to the Company. If the Executive has not reported this information as of the date of this Agreement, the Executive agrees the Executive does not know of any such conduct. The Executive understands that the Company has a strict policy against retaliation for reporting such information, and the Executive has not withheld such information by reason of any concerns about retaliation. The Executive acknowledges and understands that nothing in this provision is intended to interfere with the Executive’s right to engage in the conduct outlined in Section 4.
Known Violations. Employee agrees that, to the extent Employee is aware of conduct by anyone while employed by or representing the Company that gives Employee a belief, concern or suspicion that a violation of any state or federal law, regulation (particularly involving employment, securities (including, but not limited to, the Investment Advisors Act of 1940, Securities Act of 1933, and/or Securities Exchange Act of 1934), tax, and/or real property), or any policy of the Company, Employee has reported such belief, concern or suspicion to the General Counsel of the Company. If Employee has not reported this information as of the date of this Agreement, Employee agrees Employee does not know of any such conduct. Employee understands that the Company has a strict policy against retaliation for reporting such information, and Employee has not withheld such information by reason of any concerns about retaliation. Employee acknowledges and understands that nothing in this provision is intended to interfere with Employee’s right to engage in the conduct outlined in Section 4.
Known Violations. Employee represents and warrants that Employee is not aware of any illegal acts committed by or on behalf of the Company and represents that if Employee was aware of any such conduct, that Employee properly reported the same to a member of the executive leadership team in writing in accordance with Employee’s fiduciary duties to the Company and applicable law.
Known Violations. Borrower shall not knowingly permit the Property to be used in violation of any applicable Environmental Laws, and after obtaining actual knowledge of any such violation by any person or entity, Borrower shall make a reasonable investigation and inquiry as to the nature and extent of the violation and shall use its reasonable efforts, based upon that investigation and inquiry, to cause such person or entity to curtail such violation and undertake any necessary remedial actions within a reasonable period of time (but in any event within the time required by applicable Environmental Laws).
Known Violations. The Executive represents and warrants that he is not aware of any illegal acts committed by or on behalf of the Company and represents that if the Executive is or had been aware of any such conduct, the Executive has properly reported the same to a member of the Company’s executive leadership team or board of directors in writing. The Executive further represents and warrants, to the best of his knowledge that the Executive has properly reported to a member of the Company’s executive leadership team (if such member was not already aware of such violation, allegation, or claim) any (a) violations, allegations, or claims that the Company has violated any federal, state, local or foreign law or regulation of any kind, or (b) any facts, basis, or circumstances relating to any alleged violations, allegations, or claims that the Company has violated any federal, state, local or foreign law or regulation of any kind. If the Executive learns of any such information, the Executive also agrees to immediately inform the Company’s Chairman of the Board or Executive Vice President, Human Resources, General Counsel and Corporate Secretary.
Known Violations. The Consultant represents and warrants that the Consultant is not aware of any illegal acts committed by or on behalf of the Company and agrees that, to the extent the Consultant is aware of conduct by anyone while employed by or representing the Company that gives the Consultant a belief, concern or suspicion that a violation of any state, federal or foreign law, regulation (particularly involving employment, securities (including, but not limited to, the Investment Advisors Act of 1940, Securities Act of 1933, and/or Securities Exchange Act of 1934), tax, and/or real property), or any policy of the Company, the Consultant has reported such belief, concern or suspicion to the Company. If the Consultant has not reported this information as of the date of this Agreement, the Consultant agrees the Consultant does not know of any such conduct. The Consultant understands that the Company has a strict policy against retaliation for reporting such information, and the Consultant has not withheld such information by reason of any concerns about retaliation. The Consultant acknowledges and understands that nothing in this provision is intended to interfere with the Consultant’s right to engage in the conduct outlined in Section 3.
Known Violations. Notwithstanding anything to the contrary contained herein, neither the Purchaser nor the Purchaser’s Representative shall be entitled to any indemnification hereunder to the extent that the Purchaser or Vitran had actual knowledge, on or prior to the Closing Date, of a breach of a representation or warranty of the Vendor contained in this Agreement.
Known Violations. Employee agrees that, to the extent Employee is aware of conduct by anyone while engaged with, employed by or representing the Company that gives Employee a belief, concern or suspicion that a violation of any state or federal law, regulation or any policy of the Company, Employee has reported such belief, concern or suspicion to the Company. If Employee has not reported this information as of the date of this Agreement, Employee agrees Employee does not know of any such conduct. Employee understands that the Company has a strict policy against retaliation for reporting such information, and Employee has not withheld such information by reason of any concerns about retaliation. Employee acknowledges and understands that nothing in this provision is intended to interfere with Employee’s right to engage in the conduct set forth in Section 4.