MISCELLANEOUS AND GOVERNING LAW. COMPLIANCE Compliance with Law The Supplier shall comply with all applicable Law in connection with the performance of this Framework Agreement. In the event that the Supplier or the Supplier Personnel fails to comply with Clause 36.1.1, this shall be deemed to be a material Default and the Authority reserves the right to terminate this Framework Agreement by giving notice in writing to the Supplier.
MISCELLANEOUS AND GOVERNING LAW. COMPLIANCE
MISCELLANEOUS AND GOVERNING LAW transfer of terms Notwithstanding any other provision of this Agreement, to the extent that at any time during the Term the Commissioner is mandated by the Ministry of Justice (or any other Governmental body) to transfer this Agreement onto any other form of standard Government agreement ("New Agreement") the Supplier hereby agrees to: terminate this Agreement in the timescales notified by the Commissioner; and continue providing the Services set out in this Agreement (as specified in the Services Requirements) pursuant to the terms of the New Agreement for the unexpired Term of this Agreement and in consideration for payment by the Commissioner of the Contract Price set out in Schedule 3 of this Agreement (pro-rated to the extent necessary for the purposes of the New Agreement).
MISCELLANEOUS AND GOVERNING LAW. This section K contains general provisions relating to this Agreement and the Parties, including the provisions relating to conflicts of interest, prevention of corruption and notices.
MISCELLANEOUS AND GOVERNING LAW aSSIGNMENT AND nOVATION The Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Agreement without Approval. The Commissioner may: assign, novate or otherwise dispose of any or all of its rights and obligations under this Agreement and any associated third party licences to any other Contracting Authority; or novate this Agreement and any associated third party licences to any other body which substantially performs any of the functions that previously had been performed by the Commissioner. If this transfer increases the burden of the Supplier's obligations under this Agreement the Supplier may be entitled to a reasonable increase in the Contract Price by way of compensation which can be agreed pursuant to clause 14. A change in the legal status of the Commissioner shall not affect the validity of this Agreement and this Agreement shall be binding on any successor body to the Commissioner.
MISCELLANEOUS AND GOVERNING LAW. Each party and each individual on behalf of each party, represents and warrants that it has full power and authority to enter into this Agreement and that its execution, delivery, and performance of this Agreement has been fully authorized and approved, and that no further approvals or consents are required to bind such party. Each party to this Agreement represents that they have had an opportunity to review this Agreement; that they understand its terms; that they have had the opportunity, if they desire, to review the Agreement with an attorney; that if they have reviewed the Agreement with an attorney, they are relying on the legal advice of said attorney; and that they voluntarily accept these terms. This Agreement is the legal, valid, and binding obligation of the parties, enforceable against each party and its assigns, officers, directors, members, agents, employees, contractors, and shareholders in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity. This Agreement sets forth the entire, integrated understanding and Agreement of the parties and incorporates all of the terms, covenants and conditions agreed to by the parties. All prior and contemporaneous agreements are superseded by this Agreement. This Agreement can only be modified or amended in writing, signed by both parties. If any part of this Agreement is determined by a court of competent jurisdiction to be unenforceable, all other parts of this Agreement will remain in full force and effect. In the event of any legal action or proceeding initiated by either party in order to enforce the Agreement or any provision hereof, or in connection with any alleged dispute, breach, default, interpretation, or misrepresentation in connection with any provision contained herein, the non-prevailing party will pay the prevailing party’s reasonable attorneys’ fees and costs incurred in connection with such action or proceeding. Any dispute, controversy, or claim arising out of or in connection with or relating to this Agreement or any breach or alleged breach hereof, will, upon the request of any party involved, be submitted to, and settled by, arbitration in Vancouver, Washington, pursuant to the American Arbitration Association (“AAA”) Arbitration Rules. Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of the...
MISCELLANEOUS AND GOVERNING LAW. COMPLIANCE Compliance with Law The Supplier shall comply with all applicable Law in connection with the performance of this Dynamic Purchasing System Agreement. In the event that the Supplier or the Supplier Personnel fails to comply with Clause 89.1.1, this shall be deemed to be a material Default and the Authority reserves the right to terminate this Dynamic Purchasing System Agreement by giving notice in writing to the Supplier. Equality and Diversity The Supplier shall: perform its obligations under this Dynamic Purchasing System Agreement (including those in relation to the provision of the Goods and/or Services) in accordance with: all applicable equality Law (whether in relation to race, sex, gender reassignment, religion or belief, disability, sexual orientation, pregnancy, maternity, age or otherwise); and any other requirements and instructions which the Authority reasonably imposes in connection with any equality obligations imposed on the Authority at any time under applicable equality Law; take all necessary steps, and inform the Authority of the steps taken, to prevent unlawful discrimination designated as such by any court or tribunal, or the Equality and Human Rights Commission or (any successor organisation).
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MISCELLANEOUS AND GOVERNING LAW waiver No act or omission of either party shall by itself amount to a waiver of any right or remedy unless expressly stated by that party in writing. In particular, no reasonable delay in exercising any right or remedy, shall by itself constitute a waiver of that right or remedy. No waiver in respect of any right or remedy shall operate as a waiver in respect of any other right or remedy. Corrupt Gifts and Payments of Commission The Supplier shall not do, and warrants that in entering the Framework Agreement it has not done, any of the following prohibited acts: offer, give or agree to give to any Servant of the Crown any gift or consideration of any kind as an inducement or reward: for doing or not doing (or for having done or not having done) any act in relation to the obtaining or execution of this or any other contract with the Crown; or for showing or not showing favour or disfavour to any Person in relation to this or any other contract with the Crown. enter into this or any other Order or Contract with the Authority or the Crown in connection with which commission has been paid or has been agreed to be paid by it or on its behalf, or to his knowledge, unless before the Contract is made particulars of any such commission and of the terms and conditions of any such agreement for the payment thereof have been disclosed in writing to the Authority. The Supplier shall not: offer or agree to give any person working for or engaged by the Authority or any other Crown body any gift or other consideration which could act as an inducement or a reward for any act or failure to act connected to the Contract, or any other agreement between the Supplier and the Authority or any Crown body, including its award to the Supplier and any of the rights and obligations contained within it; nor enter into this Framework Agreement or associated Contract if it has knowledge that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other Crown body by or for the Supplier, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of the Contract. If the Supplier (including any Supplier employee, sub-contractor or agent, in all cases whether or not acting with the Supplier's knowledge) breaches Clause 46.2 or the Prevention of Corruption Acts 1889 - 1916 in relation to this Framework Agreement or any other cont...
MISCELLANEOUS AND GOVERNING LAW. This Agreement sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof. This Agreement and the relationship of the parties in connection therewith shall be construed and governed in accordance with the laws of the Commonwealth of Pennsylvania, including laws with regard to any conflicts of law provisions.
