Compliance Covenants Sample Clauses

Compliance Covenants. Each of NVS and HMI covenant to the other as follows:

Compliance Covenants. 15.1 Each party agrees to observe and comply fully and promptly with the provisions of the Articles to the intent and effect that each and every provision thereof shall be enforceable by the parties to this Agreement between themselves and in whatever capacity notwithstanding that any such provision might not have been so enforceable in the absence of this clause. 15.2 Subject to any provision of the Agreement which is expressed to apply solely to the Senior Managers, each Manager severally undertakes (for himself and not any other Manager) to the Investors that, subject to his statutory and fiduciary duties from time to time, he will exercise his rights in the Company (whether as a Shareholder or as a director or both) to procure (so far as he is legally able) that full effect is given to the obligations of the Company under this Agreement and the Articles. 15.3 The Investors undertake to the Managers that they will exercise their rights as Shareholders in the Company to procure (as far as they are legally able) that full effect is given to the obligations of the Company under this Agreement and the Articles. 15.4 In the case of any obligation on the part of any Group member contained in this Agreement, subject to any provision of the Agreement which is expressed to apply solely to the Senior Managers, each Manager severally undertakes to the Investors (for himself and not any other Manager) that he will exercise his rights in the Company (whether as a Shareholder or as a Director or both) to procure (so far as he is legally able) that the relevant Group member shall observe the same. 15.5 In order to secure each Junior Manager’s obligations under clause 15.1 and (but only to the extent his obligation thereunder applies in his capacity as a Shareholder) clause 15.2, each Junior Manager hereby appoints the Company and the Investor Directors (the “Attorneys”) to act as his attorney, or, failing which, his agent, with authority in that Manager’s name and on his behalf to consent to the holding of any meetings of the Company or of any classes of its shareholders at short notice, to attend and vote at any meeting of the Company or of any class of its shareholders including at any adjournment of any such meeting and to sign any written resolutions of the Company or of any class of its shareholders as are required to implement any resolution pursuant to and in accordance with the terms of clauses 15.1 and 15. 15.6 Each Junior Manager hereby declares that the pow...

Compliance Covenants. (a) The Company shall ensure that the Group Companies shall (i) conduct their respective business in compliance in all material respects with all applicable laws and (ii) obtain, make and maintain in effect, all consents, permits, approvals, authorizations, registrations and filings from the relevant Governmental Authority or other Persons required in respect of the due and proper establishment and operations of each Group Company as now conducted in accordance with applicable laws and regulations. (b) Each Shareholder and the Company agrees that neither the Company, nor any Company Representative shall, directly or indirectly, make or authorize any offer, gift, payment, or transfer, or promise of, any money or anything else of value, or provide any benefit, to any Government Official, Governmental Entity, or other Person that would result in a breach of any applicable Anticorruption Law, by the Company or such Company Representative.

Compliance Covenants. For so long as the GS Investors (together with any Affiliates are deemed to control the Parent for purposes of any Banking Regulation, the parties hereto agree as follows:

Compliance Covenants. For so long as GM or an Affiliate thereof is a Member, the Company shall, and shall cause each of its Subsidiaries to, comply with each of the policies attached as Schedule “H” (the “Compliance Covenants”), the Compliance Covenants may not be amended without GM’s consent. In the event of a breach by the Company of the Compliance Covenants that is not Cured or cannot be Cured and GM is not then a Defaulting Member, GM and its Affiliates shall have the right to, in its sole discretion, pursue one or more of the following remedies: (a) (i) for so long as the DOE Loan is outstanding, sell a portion or all of their Units to the Company (and the Company shall buy such Units) for an aggregate purchase price of up to $[***], or (ii) if the DOE Loan has been terminated, sell a portion or all of their Units to the Company (and the Company shall buy such Units) for a purchase price per Unit (the “Compliance Put Purchase Price”) equal to the highest of (1) the Fair Market Value of a Unit, (2) the book value of a Unit, and (3) the GM Aggregate Contribution Amount divided by the total number of Units held by GM and its transferees immediately prior to GM exercising any of its remedies under this Section 7.9, in each of clause (i) or (ii) by delivery of a written notice (the “Compliance Put Notice” and the date for such sale set forth therein the “Compliance Put Closing Date”) to the Company requesting such sale (provided that such Compliance Put Notice is delivered within 120 days following the date on which GM notifies the Company of such breach); provided that if the Company, in good faith, demonstrates that it cannot pay such price out of funds available to the Company in excess of an amount sufficient for the Company to continue as a going concern, without raising additional funds through debt or equity financing or selling any assets (“Available Funds”), then the Compliance Put Purchase Price shall be reduced to the maximum amount the Company is able to pay at such time out of Available Funds (as agreed between the Company and GM), (b) Transfer its Units to any Third Party without being required to comply with any of the restrictions or limitations set forth in this Agreement other than Sections 10.1(c), 10.1(d), 10.1(g)(i), 10.1(g)(ii) and, only with respect to material Governmental Authorizations, 10.1(g)(iv); or (c) pursue any other remedy available to it pursuant to Section 13.11, and in each of clause (a) or (b) any outstanding and undrawn GM Letters of Credit...

Compliance Covenants. The Company shall procure that the Group Companies at all times comply with the compliance covenants set out in Schedule I after the Closing Date.

Compliance Covenants. Each of Ipsen and Sutro covenant to the other as follows:

Compliance Covenants. Section 4.01 Compliance 20 Article 5 EXCHANGE OF INFORMATION; CONFIDENTIALITY Section 5.01 Privilege 26 Section 5.02 Ownership of Information. 26 Section 5.03 Record Retention 26 Section 5.04 Limitation of Liability 26 Section 5.05 Confidentiality 26 Section 5.06 Protective Arrangements 29 Section 5.07 Preservation of Legal Privileges 29 Article 6 TAX MATTERS. Section 6.01 PFIC 30 Section 6.02 QEF Information 31 Article 7 DISPUTE RESOLUTION Section 7.01 Limitation on Monetary Damages Equitable Remedies. 31 Section 7.02 Disputes. 31 Section 7.03 Escalation; Mediation. 32 Section 7.04 Binding Arbitration. 33 Article 8 FURTHER ASSURANCES Section 8.01 Further Assurances. 35

Compliance Covenants. ‌ 15.1 Each Party shall observe and comply fully with this Agreement and each of the Transaction Documents to which it is a party and undertakes to exercise such Party’s rights to give full effect to the provisions of this Agreement.‌ 15.2 Clause 15.1 shall include, but not be limited to, passing any Security Holder resolutions and/or class consents (whether at a general meeting or by way of written Security Holder resolutions, and including through the B Shareholders’ Representative) of the Company and to enter into such proxies, consents (including through the B Shareholders’ Representative (as applicable)) to short notice, waivers of rights of pre- emption and other documentation in each case to the extent required to implement any New Issue (including any Expedited Issue), Excluded Issue, Tag-Along Sale, Required Exit, Transfer permitted by Clause 8, Exit or Reorganisation Transaction and in each case as permitted or required by, and carried out in accordance with, the terms of this Agreement.