Absence of Unlawful Payments. (a) No Brand Company has and no Representative of any Brand Company, acting on their behalf, has (i) violated any applicable provision of the Foreign Corrupt Practices Act of 1977, as amended, (ii) been targeted by any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, (iii) paid, or offered, promised or authorized payment of, money or any other thing of value to any Governmental Entity or official, political party (or official thereof), candidate for political office, employee of a state-owned enterprise or official of an international organization (each, a “Government Person”) in violation of Applicable Law for the purpose of influencing, directly or indirectly through another Person, any act, omission or decision of such Government Person in an official capacity so that any of the Company might secure any advantage, obtain or retain business or direct business to any Person, or (iv) accepted or received any contributions, payments, gifts or expenditures that was unlawful.
Absence of Unlawful Payments. None of Target, any Subsidiary of Target, or, to the Knowledge of Target, any director, officer, employee, agent or representative of Target or a Subsidiary of Target, nor any Person acting on behalf of any of the aforementioned Persons, has offered, authorized, made, paid or received, directly or indirectly, any bribes, kickbacks, or other similar unlawful payments or offers or transfers of value in connection with obtaining or retaining business or to secure an improper advantage to or from any person; nor have any of them, directly or indirectly, committed any violation of any applicable anti-corruption law or regulation, including the U.S. Foreign Corrupt Practices Act, 15 U.S.C. 78dd et seq. (“FCPA”).
Absence of Unlawful Payments. To Company’s knowledge, (a) neither Company, (b) nor any member, manager, director, officer, employee, agent or other Person authorized to act and acting on behalf of a Company: (i) has used any corporate or other funds for unlawful contributions, payments, gifts or entertainment; (ii) made any unlawful expenditures relating to political activity to government officials or others; (iii) made any unlawful payment to any foreign or domestic government official or employee from corporate funds; or violated any provision of the Foreign Corrupt Practices of 1977; or (iv) has accepted or received any unlawful contributions, payments, gifts or expenditures, in each case that relate to or could affect Company, the Assets, the Business or Purchaser.
Absence of Unlawful Payments. None of (a) Target, (b) Target’s Affiliates (excluding stockholders of Target), (c) to Target’s Knowledge, any stockholder of Target, nor, (d) to Target’s Knowledge, any employee or agent of Target, in each case while such Person was acting on behalf of Target, has: (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment; (ii) made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds; (iii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iv) violated any provision of the FCPA, UK Bribery Act of 2010 or other similar Law or regulation; or (v) accepted or received any unlawful contributions, payments, gifts or expenditures.
Absence of Unlawful Payments. None of (a) the Company, (b) any director or officer of the Company, nor, (c) to the Company’s Knowledge, any employee, agent or other Person acting on behalf of the Company, in each case in connection with the operation of the Company’s business: (i) has used any corporate or other funds for unlawful contributions, payments, gifts or entertainment; made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; or violated any provision of the FCPA; or (iii) has accepted or received any unlawful contributions, payments, gifts or expenditures.
Absence of Unlawful Payments. To the Knowledge of the Company, none of the Company, any of its Subsidiaries or any director, officer, agent, distributor, employee or other person associated with, or acting on behalf of, the Company or any of its Subsidiaries has violated or is in violation of (i) the anti bribery provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or (ii) the books and records provisions of the FCPA as they relate to any payment in violation of the anti bribery provisions of the FCPA.
Absence of Unlawful Payments. None of (a) Company, (b) any Stockholder, director, officer, agent or employee acting on behalf of Company, nor (c) any other Person acting on behalf of Company, has used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds. None of (i) Company, (ii) any Stockholder, director, officer, agent or employee acting on behalf of Company or (iii) any other Person acting on behalf of Company has accepted or received any unlawful contributions, payments, gifts or expenditures.
Absence of Unlawful Payments. No officer or director of the Company nor, to the knowledge of the Company, any other employee or agent of the Company, nor any other person acting on behalf of, nor any other person directly or indirectly owned or controlled by, the Company, acting alone or together, has (i) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or other economic benefits, regardless of their nature or type, from any customer, supplier, trading company, shipping company, governmental employee or other person with whom the Company has done business, directly or indirectly, or (ii) directly or indirectly, given or agreed to give any gift or similar benefit to any customer, supplier, trading company, shipping company, governmental employee or other person who is or may be in a position to help or hinder the Company (or assist the Company in connection with any actual or proposed transaction) which, in the case of clauses (i) or (ii), would subject the Company to any damage or penalty in any civil or criminal litigation or administrative proceeding;
Absence of Unlawful Payments. The Target Companies have not and, to the Knowledge of the Company, the Target Companies’ officers, directors or other employees or other Persons acting on the Target Companies’ behalf have not: (a) violated any applicable provision of the Anti-Corruption Laws; (b) engaged in any transactions or other dealings with or involving any country, entity or Person in violation of any applicable (i) International Trade Laws or sanctions, including those administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, (ii) export controls administered or enforced by any relevant Governmental Entity, or (iii) anti-boycott Applicable Laws, in each case, except as permitted under applicable Laws; (c) paid, offered, promised or authorized payment of, money or any other thing of value to any Governmental Entity or official, political party (or official thereof), candidate for political office, employee of a state-owned enterprise or official of an international organization (each, a “Government Person”) in violation of Anti-Corruption Laws for the purpose of influencing, directly or indirectly through another Person, any act, omission or decision of such Government Person in an official capacity so that the Target Companies might secure any advantage, obtain or retain business or direct business to any Person; or (d) accepted or received any contributions, payments, gifts or expenditures that, to the Knowledge of the Company, were unlawful. Neither the Target Companies nor any of the Target Companies’ officers, directors or other employees or other Person acting on the Target Companies’ behalf is the subject of any pending, or, to the Knowledge of the Company, threatened investigation, inquiry, or enforcement proceedings for violations of any applicable Anti-Corruption Laws or International Trade Laws. The Target Companies and, to the Knowledge of the Company, all entities acting on behalf of the Target Companies, have developed and implemented an anti-corruption compliance program that includes internal controls, policies, and procedures adequately designed to ensure compliance with the Anti-Corruption Laws. The books of account and other financial records of the Target Companies (i) are accurate, complete and correct, (ii) represent actual, bona fide transactions, and (iii) have been maintained in accordance with sound business practices, including the maintenance of adequate internal accounting controls.
Absence of Unlawful Payments. The Company (including any of its officers, directors, agents, distributors, employees or other Person associated with or acting on its behalf) has not, directly or indirectly, taken any action which would cause it to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company in any jurisdiction other than the United States (in each case, as in effect at the time of such action) (collectively, the “FCPA”) or used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, made, offered or authorized any unlawful payment to foreign or domestic government officials or employees, whether directly or indirectly, or made, offered or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly, except for any of the foregoing which is no longer subject to potential claims of violation as a result of the expiration of the applicable statute of limitations. The Company has established reasonable internal controls and procedures intended to ensure compliance with the FCPA.
