Compliance Violations. Without limiting the indemnification, termination, dispute resolution and other rights of either Party hereunder, in the event that either Party has a good faith belief that the other Party has violated or is violating Applicable Law in connection with any Pre-Program Activities, a Galapagos Program or an Optioned Program, or if it believes in good faith that the other Party has breached any of its compliance-related representations and covenants in this Agreement or in any Ancillary Agreement and desires to have a discussion regarding same, then upon such Party’s request, the Parties shall promptly convene a meeting of appropriate representatives from each Party within […***…] Business Days after such request, which may, at the request of the requesting Party, be required to include either or both of each Party’s general counsel or chief compliance officer. At such meeting, the Parties’ representatives shall agree in writing upon a plan to rectify the situation and the notified Party shall take such action as required under the plan. If the Parties’ representatives are not able to agree upon a plan within […***…] Business Days after such meeting begins, then the requesting Party may designate an independent Third Party with experience in compliance counseling in the area of concern to conduct an audit of the conduct about which the requesting Party is concerned. Such Third Party shall be chosen within […***…] Business Days after the end of the preceding […***…] Business Day period, shall complete its work as soon as practicable as determined by such Third Party and shall provide its report to both Parties within […***…] Business Days of completing its audit. The Parties shall then, to the extent necessary, negotiate an implementation plan within […***…] Business Days after the receipt of such Third Party’s report. If the Parties are unable to agree upon such implementation plan, the Third Party shall select one of the Parties’ proposed plans as the implementation plan. The Party that is the subject of the implementation plan shall use its best efforts to conduct the activities set forth in the implementation plan as promptly as practicable. If the Party that is subject to the implementation plan is unable to implement the plan within […***…] days, the other Party shall be entitled to require the implementing Party to have all matters subject to remediation submitted to the other Party for approval until such implementation is appropriately completed, and ...
Compliance Violations. In the event that Covered Entity determines that 340B Drug diversion or duplicate discounts have occurred or that it is otherwise unable to comply with its responsibility to ensure compliance with the 340B Drug Program, then it must take immediate remedial action to assure compliance and notify the Office of Pharmacy Affairs regarding such compliance problems and actions taken to remedy those problems.
Compliance Violations a) It is understood by the CAIO that the CCA has been delegated the responsibility by the Committee of investigating any alleged violations of, or failures to comply with, the Act and the rules, guidelines and policies of the Committee, as well as failures to comply with the specifications relating to the production of a product and/or the performance of a service and failures to satisfy requirements relating to time of delivery or fair market pricing related to the production of a product or the performance of a service. Accordingly, the CAIO hereby agrees to cooperate with the CCA in the investigation of: (i) any alleged violation of the Act; (ii) any alleged violation of the rules, guidelines or policies of the Committee; (iii) any production of an allegedly defective or sub-par product or any alleged improper or deficient performance of a service; (iv) any failure to satisfy requirements relating to the time of delivery or fair market pricing related to the production of a product or the performance of a service; and/or (v) any substantiated complaint from any Government Agency.
Compliance Violations. If during archaeological monitoring, the FP&C/LAMD’s Archaeological Monitor observes violations of the LIDS, he or she shall request that FP&C/LAMD’s on-site official cease demolition until the effects of the Undertaking can be assessed. If monitors representing one of the Signatories, Concurring Parties, or other Indian tribes observes violations of LIDS he or she shall notify the FP&C/LAMD Archaeological Monitor and request steps be taken immediately to cease demolition until the effects of the Undertaking can be assessed. FP&C/LAMD will ensure that requests by its Archaeological Monitor to cease demolition as a result of a violation of the LIDS must be honored by the demolition contractor. FP&C/LAMD will require the demolition contractor to correct the violation as recommended by the Archeological Monitor before work can resume.
Compliance Violations. (a) Prior to the Closing, the Company shall promptly notify Parent in accordance with Section 8.9 if the Company discovers any actual violation of applicable Law or facts or circumstances that the Company reasonably believes are likely to constitute a violation of applicable Law. In such event and if Parent reasonably considers such violation to be significant (as reasonably determined by the Chief Investigative & Anti-Corruption Counsel of Parent), the Company agrees upon notice by Parent in accordance with Section 8.9, to undertake an investigation of the facts and circumstances giving rise to such violation using advisors reasonably acceptable to Parent, to give due regard to any recommendations by Parent with respect to such investigation and any request by Parent to participate in such investigation, to keep Parent regularly informed on the status and facts identified by such investigation (at least on a weekly basis) and to disclose to Parent the Company’s and its advisors’ final conclusions following such investigation, including copies of any written memoranda or other work product. The Company shall discuss with Parent whether it is necessary, appropriate, or prudent in the circumstances for the Company to report such violation to the relevant Governmental Authorities and whether such report should be made jointly with Parent. The Company will give due regard to the views of Parent with respect to the advisability of such report. In the event that such report is to be made, the Company will or Parent and the Company will jointly, as applicable, prepare and deliver such report on a timely basis to the relevant Governmental Authorities. Upon the Company’s request, Parent shall use commercially reasonable efforts to assist with the investigation or other matter and, following any report to the relevant Governmental Authorities, to provide commercially reasonable assistance with the Company’s interactions with such Governmental Authorities in connection with such matter, including (i) expending commercially reasonable financial resources (e.g., retaining consultants), (ii) acting in a commercially reasonable manner in providing waivers under Section 5.2 to allow the Company to resolve such investigation (including payment of fines, claims and settlement offers) with reasonable promptness and (iii) using Parent’s relationships and its internal resources to cooperate with the Company in attempting to resolve such matter.
Compliance Violations. Each Party will follow its own internal compliance reporting and investigation processes regarding any potential violations of law or deviations from their respective established compliance policies, standards, procedures, or processes. If either Party learns of potential misconduct by the other Party relating to activities undertaken as part of this Agreement, the discovering Party, within [***] Days of knowledge, shall report this information to the other Party, and the Party who received the report shall address such report in accordance with its internal procedures.
