Common use of Administrative Responsibility Clause in Contracts

Administrative Responsibility. The SHIPPER declares to have reviewed and acknowledged of: (a) the content of the Code of Ethics, (b) the 'Anti‐Corruption Management System Guideline' of ENI ('Anti‐Corruption MSG') and (c) the Eni’s Statement on respect for human rights. The SHIPPER acknowledges that the documents under letters (a), (b) and (c) above are available on xxx.xxx.xxx and undertakes to comply with the principles contained therein. The SHIPPER has the right to request a paper copy of the documents under letters (a), (b) and (c) at any time. With reference to the execution of the activities covered by the Contract, SHIPPER agrees to respect and to ensure that its directors and employees – as well as any consultants, agents and intermediaries (hereinafter 'Collaborators') engaged in such execution – comply with the applicable regulations aimed at combating and punishing corruption (like the FCPA, the U.K. Bribery Act and Italian Legislative Decree 231/2001 (hereinafter 'anti‐corruption laws'). With regard to the execution of the activities covered by this Contract, the SHIPPER warrants and represents that it has issued and implemented provisions to its directors, employees and/or any Collaborators aimed at preventing the commission – even attempted – of conduct sanctioned by Italian Legislative Decree 231/2001, as well as conduct contrary to the anti‐corruption laws, and undertakes vis‐à‐vis ENI to maintain these provisions all effectively implemented for the entire duration of the Contract. The SHIPPER declares that it has no conflict of interest with respect to the execution of this Contract and agrees to promptly inform ENI in the event that such a situation should arise during execution thereof. For the purposes of this Contract, by conflict of interest is meant any situation referring to the SHIPPER that can interfere with the ability of the directors, employees and Collaborators of ENI to make impartial decisions in the latter's interest. With regard to the execution of the activities covered by this Contract, SHIPPER agrees to: a) record every amount received or paid in relation to this Contract in its accounting books, in a clear and transparent manner; b) promptly inform ENI of any information relating to pending investigations, proceedings, sanctions or decisions against it and its Principals – even if not definitive – related to conduct contrary to anticorruption laws and anti‐Mafia legislation; c) promptly notify ENI of any changes in the controlling interests; d) timely inform the ENI of any request or demand relative to any undue payment of money or other advantage received in relation to the performance of this contract; e) keep the documentation related to the performance of each service related to this contract, including the documentation concerning the selection phase of any sub‐contractors and the performance of each service by any of these, for the time required by applicable laws; f) not to subject its workers to working conditions, methods of surveillance or degrading housing situations in violation of applicable legislation. ENI reserves the right to carry out inspections and audits in the event that it becomes aware of circumstantial information that reasonably infers the violation of the provisions contained in this letter f). To this end, the SHIPPER agrees to provide ENI with all the information related to the execution of the contract in the manner agreed to by the Parties. The Parties agree that any breach, even partial, by the SHIPPER of the abovementioned declarations, guarantees and obligations which may be reasonably expected to result in adverse consequences for ENI will constitute a material breach of the contract and shall entitle ENI to unilaterally terminate the contract. In the event of any formal acts from judicial authorities implying such breach, pending the required verifications or findings, ENI shall have the right to suspend the performance of this contract. In any case, the SHIPPER shall release, defend, indemnify and hold ENI harmless, regardless of fault, from and against any resulting liabilities, including loss and/or damage suffered by ENI and hold ENI harmless from any third party action arising from or consequential to such a breach.

Appears in 4 contracts

Samples: Framework Agreement for the Subletting of Natural Gas Transmission Capacity, Framework Agreement for the Subletting of Natural Gas Transmission Capacity, Framework Agreement for the Subletting of Natural Gas Transmission Capacity

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Administrative Responsibility. The SHIPPER Customer declares to have reviewed and acknowledged have knowledge of: (a) the content contents of the document “Model 231”, including also the Eni Code of Ethics, (drafted by Eni in accordance with the legislation in force regarding the administrative liability of legal entities for offences committed by their directors, employees and/or agents; b) the 'Anti‐Corruption Eni Anti-Corruption Management System Guideline' of ENI ('Anti‐Corruption MSG') and , (c) the Eni’s Statement on respect Eni Guidelines for human rightsthe Protection and Promotion of Human Rights. The SHIPPER acknowledges that the documents referred to under letters (a), (b) and (c) above are and available on xxx.xxx.xxx and undertakes to comply with the principles contained therein. The SHIPPER has the right to request a paper copy website of the documents under letters (a), (b) and (c) at any timeEni. With reference to the execution performance of the activities covered by the under this Contract, SHIPPER agrees each Party undertake to respect and to ensure that cause its directors and directors, employees – as well as any consultants, and/or agents and intermediaries (hereinafter 'Collaborators') engaged in such execution – comply with to respect the applicable regulations aimed at combating laws including the applicable Anti-Corruption Laws (by which are meant (i) the anti-corruption provisions set up in the Italian Criminal Code and punishing corruption (like in further applicable national laws, including the FCPA, the U.K. Bribery Act and Italian Legislative Decree 231/2001 Xx. 000 xx Xxxx 0, 0000, (hereinafter 'anti‐corruption laws'xx) the U.S. Foreign Corrupt Practices Act, (iii) the UK Xxxxxxx Xxx 0000, (iv) the other public and commercial anti-bribery laws which may apply and (v) international anti-corruption treaties such as the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the United Nations Convention against Corruption). With regard respect to the execution performance of the activities covered by this under the Contract, the SHIPPER Customer represents and warrants and represents that it has issued given and implemented provisions instructions to its directors, employees and/or any Collaborators agents, aimed at preventing the commission – even attempted – or the attempt of conduct sanctioned by Italian any offence under Legislative Decree 231/2001No. 231 of June 8, as well as 2001 and any conduct contrary to the anti‐corruption laws, applicable Anti-Corruption Laws and undertakes vis‐à‐vis ENI vis- à-vis Eni to maintain these provisions all continue effectively implemented implementing such instructions for the entire duration of the Contract. The SHIPPER declares that it has no conflict In particular and in accordance with the abovementioned laws and conventions, the Customer undertakes to abstain (and to cause their directors, employees and/or agents to abstain) (a) from, directly or indirectly, offering, promising, giving or paying any sums, other benefits or advantages or anything of interest with respect value to a Public Official or any third party in breach of the execution applicable Anti-Corruption Laws and (b) from, directly or indirectly, soliciting or accepting any request for, or offer of, sums, other benefits or advantages or anything of this Contract and agrees to promptly inform ENI value from a Public Official or any third party in breach of the event that such a situation should arise during execution thereofapplicable Anti-Corruption Laws. For the purposes of this the Contract, by conflict of interest is meant any situation referring to the SHIPPER that can interfere with the ability of the directors, employees and Collaborators of ENI to make impartial decisions in the latter's interest. With regard to the execution of the activities covered by this Contract, SHIPPER agrees toPublic Official shall mean: a) record every amount received anyone occupying a public legislative, judicial or paid in relation to this Contract in its accounting books, in a clear and transparent manneradministrative function; b) promptly inform ENI anyone acting in an official capacity for or on behalf of any information relating to pending investigations(i) a national, proceedingsregional or local public administration, sanctions (ii) an agency, department or decisions against it instrumentality of the European Union or of an Italian or non-Italian national, regional or local public administration,, (iii) a company owned, controlled or invested by an Italian or foreign public administration (including, for example, employees of “national oil companies”); (iv) an international public organization, such as the European Bank for Reconstruction and its Principals – even if not definitive – related to conduct contrary to anticorruption laws Development, the International Bank for Reconstruction and anti‐Mafia legislationDevelopment, the International Monetary Fund, the World Bank, the United Nations or World Trade Organization; or (v) a political party, a member of a political party or a candidate for an Italian or foreign political office; c) promptly notify ENI anyone in charge of any changes in the controlling interests; d) timely inform the ENI of any request or demand relative to any undue payment of money or other advantage received in relation to the performance of this contract; e) keep the documentation related to the performance of each service related to this contractproviding a public service, including the documentation concerning the selection phase of any sub‐contractors and the performance of each service by any of these, for the time required by applicable laws; f) not to subject its workers to working conditions, methods of surveillance or degrading housing situations in violation of applicable legislation. ENI reserves the right to carry out inspections and audits in the event that it becomes aware of circumstantial information that reasonably infers the violation of the provisions contained in this letter f). To this end, the SHIPPER agrees to provide ENI with all the information related to the execution of the contract in the manner agreed to by the Parties. The Parties agree that any breach, even partial, by the SHIPPER of the abovementioned declarations, guarantees and obligations which may be reasonably expected to result in adverse consequences for ENI will constitute a material breach of the contract and shall entitle ENI to unilaterally terminate the contract. In the event of any formal acts from judicial authorities implying such breach, pending the required verifications or findings, ENI shall have the right to suspend the performance of this contract. In any case, the SHIPPER shall release, defend, indemnify and hold ENI harmless, regardless of fault, from and against any resulting liabilities, including loss and/or damage suffered by ENI and hold ENI harmless from any third party action arising from or consequential to such a breach.i.

Appears in 1 contract

Samples: Logistic Swap Agreement

Administrative Responsibility. The SHIPPER Customer declares to have reviewed and acknowledged have knowledge of: (a) the content contents of the document “Model 231”, including also the Eni Code of Ethics, (drafted by Eni in accordance with the legislation in force regarding the administrative liability of legal entities for offences committed by their directors, employees and/or agents; b) the 'Anti‐Corruption Eni Anti-Corruption Management System Guideline' of ENI ('Anti‐Corruption MSG') and , (c) the Eni’s Statement on respect Eni Guidelines for human rightsthe Protection and Promotion of Human Rights. The SHIPPER acknowledges that the documents referred to under letters (a), (b) and (c) above are and available on xxx.xxx.xxx and undertakes to comply with the principles contained therein. The SHIPPER has the right to request a paper copy website of the documents under letters (a), (b) and (c) at any timeEni. With reference to the execution performance of the activities covered by the under this Contract, SHIPPER agrees each Party undertakes to respect and to ensure that cause its directors and directors, employees – as well as any consultants, and/or agents and intermediaries (hereinafter 'Collaborators') engaged in such execution – comply with to respect the applicable regulations aimed at combating laws including the applicable Anti-Corruption Laws (by which are meant (i) the anti-corruption provisions set up in the Italian Criminal Code and punishing corruption (like in further applicable national laws, including the FCPA, the U.K. Bribery Act and Italian Legislative Decree 231/2001 Xx. 000 xx Xxxx 0, 0000, (hereinafter 'anti‐corruption laws'xx) the U.S. Foreign Corrupt Practices Act, (iii) the UK Xxxxxxx Xxx 0000, (iv) the other public and commercial anti-bribery laws which may apply and (v) international anti-corruption treaties such as the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the United Nations Convention against Corruption). With regard respect to the execution performance of the activities covered by this under the Contract, the SHIPPER Customer represents and warrants and represents that it has issued given and implemented provisions instructions to its directors, employees and/or any Collaborators agents, aimed at preventing the commission – even attempted – or the attempt of conduct sanctioned by Italian any offence under Legislative Decree 231/2001No. 231 of June 8, as well as 2001 and any conduct contrary to the anti‐corruption laws, applicable Anti-Corruption Laws and undertakes vis‐à‐vis ENI vis- à-vis Eni to maintain these provisions all continue effectively implemented implementing such instructions for the entire duration of the Contract. The SHIPPER declares that it has no conflict In particular and in accordance with the abovementioned laws and conventions, the Customer undertakes to abstain (and to cause their directors, employees and/or agents to abstain) (a) from, directly or indirectly, offering, promising, giving or paying any sums, other benefits or advantages or anything of interest with respect value to a Public Official or any third party in breach of the execution applicable Anti-Corruption Laws and (b) from, directly or indirectly, soliciting or accepting any request for, or offer of, sums, other benefits or advantages or anything of this Contract and agrees to promptly inform ENI value from a Public Official or any third party in breach of the event that such a situation should arise during execution thereofapplicable Anti-Corruption Laws. For the purposes of this the Contract, by conflict of interest is meant any situation referring to the SHIPPER that can interfere with the ability of the directors, employees and Collaborators of ENI to make impartial decisions in the latter's interest. With regard to the execution of the activities covered by this Contract, SHIPPER agrees toPublic Official shall mean: a) record every amount received anyone occupying a public legislative, judicial or paid in relation to this Contract in its accounting books, in a clear and transparent manneradministrative function; b) promptly inform ENI anyone acting in an official capacity for or on behalf of any information relating to pending investigations(i) a national, proceedingsregional or local public administration, sanctions (ii) an agency, department or decisions against it instrumentality of the European Union or of an Italian or non-Italian national, regional or local public administration,, (iii) a company owned, controlled or invested by an Italian or foreign public administration (including, for example, employees of “national oil companies”); (iv) an international public organization, such as the European Bank for Reconstruction and its Principals – even if not definitive – related to conduct contrary to anticorruption laws Development, the International Bank for Reconstruction and anti‐Mafia legislationDevelopment, the International Monetary Fund, the World Bank, the United Nations or World Trade Organization; or (v) a political party, a member of a political party or a candidate for an Italian or foreign political office; c) promptly notify ENI anyone in charge of any changes in the controlling interests; d) timely inform the ENI of any request or demand relative to any undue payment of money or other advantage received in relation to the performance of this contract; e) keep the documentation related to the performance of each service related to this contractproviding a public service, including the documentation concerning the selection phase of any sub‐contractors and the performance of each service by any of these, for the time required by applicable laws; f) not to subject its workers to working conditions, methods of surveillance or degrading housing situations in violation of applicable legislation. ENI reserves the right to carry out inspections and audits in the event that it becomes aware of circumstantial information that reasonably infers the violation of the provisions contained in this letter f). To this end, the SHIPPER agrees to provide ENI with all the information related to the execution of the contract in the manner agreed to by the Parties. The Parties agree that any breach, even partial, by the SHIPPER of the abovementioned declarations, guarantees and obligations which may be reasonably expected to result in adverse consequences for ENI will constitute a material breach of the contract and shall entitle ENI to unilaterally terminate the contract. In the event of any formal acts from judicial authorities implying such breach, pending the required verifications or findings, ENI shall have the right to suspend the performance of this contract. In any case, the SHIPPER shall release, defend, indemnify and hold ENI harmless, regardless of fault, from and against any resulting liabilities, including loss and/or damage suffered by ENI and hold ENI harmless from any third party action arising from or consequential to such a breach.i.

Appears in 1 contract

Samples: Logistic Swap Agreement

Administrative Responsibility. The SHIPPER declares to have reviewed and acknowledged of: (a) the content of the Code of Ethics, (b) the 'Anti‐Corruption Management System Guideline' of ENI ('Anti‐Corruption MSG') and (c) the Eni’s Statement on respect for human rights. The SHIPPER acknowledges that the documents under letters (a), (b) and (c) above are available on xxx.xxx.xxx and undertakes to comply with the principles contained therein. The SHIPPER has the right to request a paper copy of the documents under letters (a), (b) and (c) at any time. With reference to the execution of the activities covered by the Contract, SHIPPER XXXXXXX agrees to respect and to ensure that its directors and employees – as well as any consultants, agents and intermediaries (hereinafter 'Collaborators') engaged in such execution – comply with the applicable regulations aimed at combating and punishing corruption (like the FCPA, the U.K. Bribery Act and Italian Legislative Decree 231/2001 (hereinafter 'anti‐corruption laws'). With regard to the execution of the activities covered by this Contract, the SHIPPER warrants and represents that it has issued and implemented provisions to its directors, employees and/or any Collaborators aimed at preventing the commission – even attempted – of conduct sanctioned by Italian Legislative Decree 231/2001, as well as conduct contrary to the anti‐corruption laws, and undertakes vis‐à‐vis ENI to maintain these provisions all effectively implemented for the entire duration of the Contract. The SHIPPER declares that it has no conflict of interest with respect to the execution of this Contract and agrees to promptly inform ENI in the event that such a situation should arise during execution thereof. For the purposes of this Contract, by conflict of interest is meant any situation referring to the SHIPPER that can interfere with the ability of the directors, employees and Collaborators of ENI to make impartial decisions in the latter's interest. With regard to the execution of the activities covered by this Contract, SHIPPER XXXXXXX agrees to: a) : record every amount received or paid in relation to this Contract in its accounting books, in a clear and transparent manner; b) ; promptly inform ENI of any information relating to pending investigations, proceedings, sanctions or decisions against it and its Principals – even if not definitive – related to conduct contrary to anticorruption laws and anti‐Mafia legislation; c) ; promptly notify ENI of any changes in the controlling interests; d) ; timely inform the ENI of any request or demand relative to any undue payment of money or other advantage received in relation to the performance of this contract; e) ; keep the documentation related to the performance of each service related to this contract, including the documentation concerning the selection phase of any sub‐contractors and the performance of each service by any of these, for the time required by applicable laws; f) ; not to subject its workers to working conditions, methods of surveillance or degrading housing situations in violation of applicable legislation. ENI reserves the right to carry out inspections and audits in the event that it becomes aware of circumstantial information that reasonably infers the violation of the provisions contained in this letter f). To this end, the SHIPPER agrees to provide ENI with all the information related to the execution of the contract in the manner agreed to by the Parties. The Parties agree that any breach, even partial, by the SHIPPER of the abovementioned declarations, guarantees and obligations which may be reasonably expected to result in adverse consequences for ENI will constitute a material breach of the contract and shall entitle ENI to unilaterally terminate the contract. In the event of any formal acts from judicial authorities implying such breach, pending the required verifications or findings, ENI shall have the right to suspend the performance of this contract. In any case, the SHIPPER shall release, defend, indemnify and hold ENI harmless, regardless of fault, from and against any resulting liabilities, including loss and/or damage suffered by ENI and hold ENI harmless from any third party action arising from or consequential to such a breach.

Appears in 1 contract

Samples: Framework Agreement for the Subletting of Natural Gas Transmission Capacity

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Administrative Responsibility. The SHIPPER declares to have reviewed and acknowledged of: (a) the content of the Code of Ethics, (b) the 'Anti‐Corruption Management System Guideline' of ENI ('Anti‐Corruption MSG') and (c) the Eni’s Statement on respect for human rights. The SHIPPER acknowledges that the documents under letters (a), (b) and (c) above are available on xxx.xxx.xxx and undertakes to comply with the principles contained therein. The SHIPPER has the right to request a paper copy of the documents under letters (a), (b) and (c) at any time. With reference to the execution of the activities covered by the Contract, SHIPPER XXXXXXX agrees to respect and to ensure that its directors and employees – as well as any consultants, agents and intermediaries (hereinafter 'Collaborators') engaged in such execution – comply with the applicable regulations aimed at combating and punishing corruption (like the FCPA, the U.K. Bribery Act and Italian Legislative Decree 231/2001 (hereinafter 'anti‐corruption laws'). With regard to the execution of the activities covered by this Contract, the SHIPPER warrants and represents that it has issued and implemented provisions to its directors, employees and/or any Collaborators aimed at preventing the commission – even attempted – of conduct sanctioned by Italian Legislative Decree 231/2001, as well as conduct contrary to the anti‐corruption laws, and undertakes vis‐à‐vis ENI to maintain these provisions all effectively implemented for the entire duration of the Contract. The SHIPPER declares that it has no conflict of interest with respect to the execution of this Contract and agrees to promptly inform ENI in the event that such a situation should arise during execution thereof. For the purposes of this Contract, by conflict of interest is meant any situation referring to the SHIPPER that can interfere with the ability of the directors, employees and Collaborators of ENI to make impartial decisions in the latter's interest. With regard to the execution of the activities covered by this Contract, SHIPPER XXXXXXX agrees to: a) record every amount received or paid in relation to this Contract in its accounting books, in a clear and transparent manner; b) promptly inform ENI of any information relating to pending investigations, proceedings, sanctions or decisions against it and its Principals – even if not definitive – related to conduct contrary to anticorruption laws and anti‐Mafia legislation; c) promptly notify ENI of any changes in the controlling interests; d) timely inform the ENI of any request or demand relative to any undue payment of money or other advantage received in relation to the performance of this contract; e) keep the documentation related to the performance of each service related to this contract, including the documentation concerning the selection phase of any sub‐contractors and the performance of each service by any of these, for the time required by applicable laws; f) not to subject its workers to working conditions, methods of surveillance or degrading housing situations in violation of applicable legislation. ENI reserves the right to carry out inspections and audits in the event that it becomes aware of circumstantial information that reasonably infers the violation of the provisions contained in this letter f). To this end, the SHIPPER agrees to provide ENI with all the information related to the execution of the contract in the manner agreed to by the Parties. The Parties agree that any breach, even partial, by the SHIPPER of the abovementioned declarations, guarantees and obligations which may be reasonably expected to result in adverse consequences for ENI will constitute a material breach of the contract and shall entitle ENI to unilaterally terminate the contract. In the event of any formal acts from judicial authorities implying such breach, pending the required verifications or findings, ENI shall have the right to suspend the performance of this contract. In any case, the SHIPPER shall release, defend, indemnify and hold ENI harmless, regardless of fault, from and against any resulting liabilities, including loss and/or damage suffered by ENI and hold ENI harmless from any third party action arising from or consequential to such a breach.

Appears in 1 contract

Samples: Framework Agreement for the Subletting of Natural Gas Transmission Capacity

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