Anti-Bribery and Anti-Corruption Compliance Sample Clauses
Anti-Bribery and Anti-Corruption Compliance. (a) Each Party agrees, on behalf of itself, its officers, directors and employees and on behalf of its Affiliates, agents, representatives, consultants and subcontractors hired in connection with the subject matter of this Agreement (together with such Party, the “Representatives”) that for the performance of its obligations hereunder:
(i) The Representatives shall not directly or indirectly pay, offer or promise to pay, authorize the payment of any money or give, offer or promise to give, or authorize the giving of anything else of value, to: (a) any Government Official in order to influence official action; (b) any individual or entity (whether or not a Government Official) (1) to influence such individual or entity to act in breach of a duty of good faith, impartiality or trust (“acting improperly”), (2) to reward such individual or entity for acting improperly or (3) where such individual or entity would be acting improperly by receiving the money or other thing of value; (c) any individual or entity (whether or not a Government Official) while knowing or having reason to know that all or any portion of the money or other thing of value will be paid, offered, promised or given to, or will otherwise benefit, a Government Official in order to influence official action for or against either Party in connection with the matters that are the subject of this Agreement; or (d) any individual or entity (whether or not a Government Official) to reward that individual or entity for acting improperly or to induce that individual or entity to act improperly.
(ii) The Representatives shall not, directly or indirectly, solicit, receive or agree to accept any payment of money or anything else of value in violation of the Anti-Corruption Laws.
(b) The Representatives shall comply with the Anti-Corruption Laws plus the AstraZeneca Anti-Corruption Rules and Policies and shall not take any action that will, or would reasonably be expected to, cause either Party or its Affiliates to be in violation of any such laws or policies.
(c) Each Party, on behalf of itself and its other Representatives, represents and warrants to the other Party that to the best of such Party’s and its Affiliates’ knowledge, no Representative that will participate or support its performance of its obligations hereunder has,
Anti-Bribery and Anti-Corruption Compliance. (a) Each Party agrees, on behalf of itself, its officers, directors and employees and on behalf of its Affiliates, agents, representatives, consultants and subcontractors hired in connection with the Exploitation of the Program Compounds or the Program Products (together with such Party, the “Party Representatives”) that in connection with the performance of its obligations hereunder, the Party Representatives shall not directly or indirectly pay, offer or promise to pay, or authorize the payment of any money, or give, offer or promise to give, or authorize the giving of anything else of value, to:
(i) any Government Official in order to influence official action;
(ii) any Government Official (A) to influence such Person to act in breach of a duty of good faith, impartiality or trust (“acting improperly”), (B) to reward such Person for acting improperly, or (C) where such Person would be acting improperly by receiving the money or other thing of value; or
(iii) any other Person while knowing or having reason to believe that all or any portion of the money or other thing of value will be paid, offered, promised or given to, or will otherwise benefit, a Government Official in order to influence official action for or against either Party in connection with the matters that are the subject of this Agreement.
(b) The Party Representatives shall not, directly or indirectly, solicit, receive or agree to accept any payment of money or anything else of value in violation of the Anti-Corruption Laws.
(c) Each Party, on behalf of itself and its other Party Representatives, represents and warrants to the other Party that for the Term and [***] thereafter, such Party shall and shall procure that its other Party Representatives keep and maintain accurate books and reasonably detailed records reasonably required to establish compliance with Sections 9.3(a) and 9.3(b) above.
(d) Each Party shall promptly provide the other Party with written notice of the following events, subject to any obligations under Applicable Law or contractual obligations:
(i) Upon becoming aware of any breach or violation by the first Party or its Party Representative of any representation, warranty or undertaking set forth in Sections 9.3(a) or 9.3(b).
(ii) Upon receiving a formal notification that it is the target of a formal investigation by a Regulatory Authority for a Material Anti-Corruption Law Violation or upon receipt of information from any of its Party Representatives connected with th...
Anti-Bribery and Anti-Corruption Compliance. 1.1 In relation to the execution and performance of this Agreement, each party, its Personnel and its agents and other representatives has and will:
a. not directly or indirectly:
i. offer, promise or give to any third party (including any governmental official or political party's official, representative or candidate); or
ii. seek, accept, agree to receive or get promised for itself or for another party, any gift, payment, reward, consideration, advantage or benefit of any kind which would, or could reasonably be construed as, bribery or an illegal or corrupt practice; and
b. comply with (and not place the other party in breach of) all Applicable Laws prohibiting bribery and corruption (including the U.S. Foreign Corrupt Practices Act 1977, the UK Bribery Act 2010 and the laws of any other territory with jurisdiction over the parties).
Anti-Bribery and Anti-Corruption Compliance. Each Party represents, warrants, and covenants to the other Party in connection with this Agreement that such Party and its Affiliates (a) have complied and shall comply with all applicable laws, rules, regulations and industry codes governing bribery, money laundering, and other corrupt practices and behavior (including, as applicable, the U.S. Foreign Corrupt Practices Act and UK Bribery Act) and (b) shall not, directly or indirectly, offer, give, pay, promise to pay, or authorize the payment of any bribes, kickbacks, influence payments, or other unlawful or improper inducements to any Person in whatever form (including gifts, travel, entertainment, contributions, or anything else of value). AbbVie may immediately terminate this Agreement it its entirety immediately on [***] written notice to Morphic in the event that AbbVie receives any information which it in good faith determines, in its sole discretion, to be evidence of an actual or alleged breach by Morphic or its Affiliates of any representation, warranty, or covenant provided in this Section 10.5; provided that, to the extent permitted by Applicable Law and the instructions of any applicable Governmental Authority, such notice shall set forth AbbVie’s basis for such termination and AbbVie shall discuss such basis with Morphic in good faith during such [***]-period. For clarity, a termination of this Agreement pursuant to this Section 10.5 shall not in and of itself, be construed to establish that Morphic committed a material breach for which AbbVie also would have had the right to terminate this Agreement pursuant to Section 12.2.1.
Anti-Bribery and Anti-Corruption Compliance. Each Party and its Affiliates (i) have complied and shall comply with all Applicable Law governing bribery, money laundering, and other corrupt practices and behaviour (including, as applicable, the U.S. Foreign Corrupt Practices Act and UK Bribery Act) and (ii) shall not, directly or indirectly, offer, give, pay, promise to pay, or authorize the payment of any bribes, kickbacks, influence payments, or other unlawful or improper inducements to any Person in whatever form (including gifts, travel, entertainment, contributions, or anything else of value).
Anti-Bribery and Anti-Corruption Compliance. Each Party agrees, on behalf of itself, its officers, directors and employees and on behalf of its Affiliates, agents, representatives, consultants and subcontractors hired in connection with the subject matter of this Agreement (“Representatives”) that for the performance of its obligations hereunder:
7.4.1. such Party and its Representatives shall comply with the Anti-Corruption Laws and shall not take any action that will, or would reasonably be expected to, cause the other Party or its Affiliates to be in violation of any Anti-Corruption Laws.
7.4.2. such Party shall promptly provide the other Party with written notice of the following events: (a) upon becoming aware of any breach or violation by such Party or its Representative of any representation, warranty or undertaking set forth in Section 7.4.1, or (b) upon receiving a formal notification that it is the target of a formal investigation by a Governmental Authority for a Material Anti-Corruption Law Violation or upon receipt of information from any of its Representatives connected with this Agreement that any of them is the target of a formal investigation by a governmental authority for a Material Anti-Corruption Law Violation.
Anti-Bribery and Anti-Corruption Compliance. Licensee agrees, on behalf of itself, its officers, directors and employees and on behalf of its Affiliates, agents, representatives, consultants and subcontractors hired in connection with the subject matter of this Agreement (“Representatives”) that for the performance of its obligations hereunder:
7.6.1 Licensee and its Representatives shall comply with the Anti- Corruption Laws and shall not take any action that will, or would reasonably be expected to, cause AstraZeneca or its Affiliates to be in violation of any Anti-Corruption Laws; and
7.6.2 Licensee shall promptly provide AstraZeneca with written notice of the following events: (a) upon becoming aware of any breach or violation by Licensee or its Representative of any representation, warranty or undertaking set forth in Section 7.6.1, or (b) upon receiving notification that it is the target of an investigation or inquiry by a governmental authority for an Anti-Corruption Law Violation or upon receipt of information from any of its Representatives connected with this Agreement that any of them is the target of an investigation or inquiry by a governmental authority for an Anti- Corruption Law Violation.
Anti-Bribery and Anti-Corruption Compliance. Reseller will comply with the F5 Partner Code of Conduct and the requirements of the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act (UKBA), as may be amended from time to time, as well as all other applicable local laws and regulations prohibiting bribery or regulating payments to government officials and private persons in the Authorized Territory, and will not offer or accept money or anything else of value to or from any private person, agent, or representative of any government or government agency in order to obtain or retain business. Reseller will provide true, accurate, and complete information in all product orders, reimbursement requests, and other communications relating to F5 and its Products.
Anti-Bribery and Anti-Corruption Compliance. With respect to the Exploitation of Licensed Products, each Party further represents and warrants to the other Party, as of the Execution Date, and covenants, as follows:
10.6.1. It is licensed, registered, or qualified under Applicable Law to do business, and, except for the HSR Filings and clearances under the HSR Act, has obtained such licenses, consents or authorizations or completed such registrations or made such notifications as may be necessary or required by Applicable Law;
10.6.2. It has not taken and will not, as of the Execution Date or at any time during the Term, take any action directly or indirectly to offer, promise or pay, or authorize the offer or payment of, any money or anything of value in order to improperly or corruptly seek to influence any Government Official or any other person in order to gain an improper advantage, and has not accepted, and will not accept in the future such payment;
Anti-Bribery and Anti-Corruption Compliance. (a) Each Party acknowledges that the other Party’s corporate policy requires that such other Party’s business must be conducted within the letter and the spirit of the Law and consistent with good business ethics. By signing this Agreement, each Party agrees to conduct its activities under this Agreement (including, in the case of AstraZeneca, Manufacture, research, development, import and export of Products and Other Products in the Horizon Territory, and the Manufacture and Exploitation of Products and Other Products in the AstraZeneca Territory) in a manner that is consistent with Law, including Anti-Corruption Law, and good business ethics.
(b) Neither Party shall, or permit its Affiliates to, and each Party shall use its commercially reasonable efforts to not permit its Sublicensees, agents, contractors and other representatives to, pay, offer or promise to pay, or authorize the payment of any money, or give, offer or promise to give, or authorize the giving of anything of value (collectively, a “Payment”) to any Government Official in connection with the Manufacture or Exploitation of Products or Other Products where such Payment would constitute a violation of any Anti-Corruption Law. In addition, regardless of legality, neither Party shall make any Payment, directly or indirectly, to any Government Official in connection with the Manufacture or Exploitation of Products or Other Products if such Payment is for the purpose of influencing decisions or actions in connection with the Manufacture or Exploitation of Products or Other Products. Each Party acknowledges and agrees that none of the other Party, or any of its Affiliates or its or their respective officers, directors, employees, agents and representatives (collectively, “Representatives”) is authorized to waive compliance with the provisions of this Section 3.4.1(b) and that it shall be solely responsible for its compliance with the provisions of this Section 3.4.1(b) and the Anti-Corruption Laws irrespective of any act or omission of the other Party or any of its Affiliates or its or their respective Representatives.