Common use of Anti-Bribery and Anti-Corruption Clause in Contracts

Anti-Bribery and Anti-Corruption. 11.2.1. In the exercise of its rights, and the performance of its obligations, under this Agreement, Distributor shall comply with all Laws, regulations, ordinances, decrees, and judicial and administrative orders of the Territory and, where applicable, the United States, including, but not limited to, the United States Foreign Corrupt Practices Act (“FCPA”). Distributor hereby acknowledges that it has received copies of the Code of Ethics and Business Conduct has reviewed those materials, and agrees to comply with all of the requirements thereof. In furtherance of the foregoing, on the Effective Date and each renewal thereafter, Distributor agrees that it will execute and deliver to Mirion a Distributor Compliance Certificate to that effect, as required by Mirion. 11.2.2. Without limiting the generality of Section 11.2.1 of this Agreement, Distributor hereby represents and warrants that, in performing services for, or on behalf of, Mirion under this Agreement: (i) It has not, and will not at any time, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of any monies or any other thing of value to: (i) an officer or employee of a government, or any department, agency or instrumentality thereof; (ii) any person acting in an official capacity for or on behalf of any government, or any department, agency or instrumentality thereof; (iii) any political party or official thereof; (iv) any candidate for political office; (v) any employee, officer, director or shareholder of any commercial purchaser of any Mirion products or services; (vi) any officer, employee or other person acting for or on behalf of any public international organization; (vii) any official or employee of any state owned or state-affiliated commercial enterprise or entity, or (viii) any other person, firm, corporation or other entity at the suggestion, request or direction, or for the benefit of, any of the foregoing persons or entities, and it has not and will not engage in any other acts or transactions in violation of any applicable anti-bribery or anti-corruption Law, including but not limited to, the FCPA, the United Kingdom Bribery Act or applicable anti-bribery legislation or regulation within the Territory. (ii) Neither Distributor, nor any of its officers, directors or employees, is an officer or employee of any government, or any agency, department or instrumentality thereof, any public international organization, any state-owned or controlled enterprise, or an officer or employee of a political party, or a candidate for political office. (iii) No officer or employee of any government, or any department, agency or instrumentality thereof, or of a public international organization, or officer of any political party, or candidate for political office is, or at any time during the continuance of this Agreement will be, a shareholder or owner of any equity interest, directly or indirectly, in Distributor, or have any beneficial interest in this Agreement or any payments made by Mirion to Distributor hereunder. (iv) It will give immediate written notice to Mirion in the event of a change in facts or Distributor’s circumstances that would render any of the foregoing representations and warranties incorrect or incomplete. 11.2.3. Distributor hereby acknowledges and agrees that any material breach by Distributor of any of the provisions of this Section 11.2. shall be grounds for immediate termination of this Agreement, without judicial intervention and without any further obligation whatsoever on the part of Mirion. Termination of this Agreement in accordance with this Section 11.2.3 shall be in addition to, and not in lieu of, any and all other rights and remedies that Mirion may have under this Agreement and/or applicable law, including the right to recover damages for all harm suffered or incurred by Mirion, as a result of Distributor’s breach of its obligations hereunder.

Anti-Bribery and Anti-Corruption. 11.2.1. In the exercise of its rights, and the performance of its obligations, under this Agreement, Distributor Agent shall comply with all Laws, regulations, ordinances, decrees, and judicial and administrative orders of the Territory and, where applicable, the United States, including, but not limited to, the United States Foreign Corrupt Practices Act (“FCPA”). Distributor Agent hereby acknowledges that it has received copies of the Code of Ethics and Business Conduct has reviewed those materials, and agrees to comply with all of the requirements thereof. In furtherance of the foregoing, on the Effective Date and each renewal thereafter, Distributor Agent agrees that it will execute and deliver to Mirion a Distributor Compliance Certificate to that effect, as required by Mirion. 11.2.2. Without limiting the generality of Section 11.2.1 of this Agreement, Distributor Agent hereby represents and warrants that, in performing services for, or on behalf of, Mirion under this Agreement: (i) It has not, and will not at any time, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of any monies or any other thing of value to: (i) an officer or employee of a government, or any department, agency or instrumentality thereof; (ii) any person acting in an official capacity for or on behalf of any government, or any department, agency or instrumentality thereof; (iii) any political party or official thereof; (iv) any candidate for political office; (v) any employee, officer, director or shareholder of any commercial purchaser of any Mirion products or services; (vi) any officer, employee or other person acting for or on behalf of any public international organization; (vii) any official or employee of any state owned or state-affiliated commercial enterprise or entity, or (viii) any other person, firm, corporation or other entity at the suggestion, request or direction, or for the benefit of, any of the foregoing persons or entities, and it has not and will not engage in any other acts or transactions in violation of any applicable anti-bribery or anti-corruption Law, including but not limited to, the FCPA, the United Kingdom Bribery Act or applicable anti-bribery legislation or regulation within the Territory. (ii) Neither DistributorAgent, nor any of its officers, directors or employees, is an officer or employee of any government, or any agency, department or instrumentality thereof, any public international organization, any state-owned or controlled enterprise, or an officer or employee of a political party, or a candidate for political office. (iii) No officer or employee of any government, or any department, agency or instrumentality thereof, or of a public international organization, or officer of any political party, or candidate for political office is, or at any time during the continuance of this Agreement will be, a shareholder or owner of any equity interest, directly or indirectly, in DistributorAgent, or have any beneficial interest in this Agreement or any payments made by Mirion to Distributor hereunder. (iv) It will give immediate written notice to Mirion in the event of a change in facts or DistributorAgent’s circumstances that would render any of the foregoing representations and warranties incorrect or incomplete. 11.2.3. Distributor Agent hereby acknowledges and agrees that any material breach by Distributor Agent of any of the provisions of this Section 11.2. shall be grounds for immediate termination of this Agreement, without judicial intervention and without any further obligation whatsoever on the part of Mirion. Termination of this Agreement in accordance with this Section 11.2.3 shall be in addition to, and not in lieu of, any and all other rights and remedies that Mirion may have under this Agreement and/or applicable law, including the right to recover damages for all harm suffered or incurred by Mirion, as a result of DistributorAgent’s breach of its obligations hereunder.

Anti-Bribery and Anti-Corruption. 11.2.1. In the exercise of its rights, and the performance of its obligations, under this Agreement, Distributor Agent shall comply with all Laws, regulations, ordinances, decrees, and judicial and administrative orders of the Territory and, where applicable, the United States, including, but not limited to, the United States Foreign Corrupt Practices Act (“FCPA”). Distributor Agent hereby acknowledges that it has received copies of the Code of Ethics and Business Conduct has reviewed those materials, and agrees to comply with all of the requirements thereof. In furtherance of the foregoing, on the Effective Date and each renewal thereafter, Distributor Agent agrees that it will execute and deliver to Mirion Xxxxxx a Distributor Compliance Certificate to that effect, as required by MirionXxxxxx. 11.2.2. Without limiting the generality of Section 11.2.1 of this Agreement, Distributor Agent hereby represents and warrants that, in performing services for, or on behalf of, Mirion under this Agreement: (i) It has not, and will not at any time, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of any monies or any other thing of value to: (i) an officer or employee of a government, or any department, agency or instrumentality thereof; (ii) any person acting in an official capacity for or on behalf of any government, or any department, agency or instrumentality thereof; (iii) any political party or official thereof; (iv) any candidate for political office; (v) any employee, officer, director or shareholder of any commercial purchaser of any Mirion products or services; (vi) any officer, employee or other person acting for or on behalf of any public international organization; (vii) any official or employee of any state owned or state-affiliated commercial enterprise or entity, or (viii) any other person, firm, corporation or other entity at the suggestion, request or direction, or for the benefit of, any of the foregoing persons or entities, and it has not and will not engage in any other acts or transactions in violation of any applicable anti-bribery or anti-corruption Law, including but not limited to, the FCPA, the United Kingdom Bribery Act or applicable anti-bribery legislation or regulation within the Territory. (ii) Neither DistributorAgent, nor any of its officers, directors or employees, is an officer or employee of any government, or any agency, department or instrumentality thereof, any public international organization, any state-owned or controlled enterprise, or an officer or employee of a political party, or a candidate for political office. (iii) No officer or employee of any government, or any department, agency or instrumentality thereof, or of a public international organization, or officer of any political party, or candidate for political office is, or at any time during the continuance of this Agreement will be, a shareholder or owner of any equity interest, directly or indirectly, in DistributorAgent, or have any beneficial interest in this Agreement or any payments made by Mirion Xxxxxx to Distributor hereunder. (iv) It will give immediate written notice to Mirion Xxxxxx in the event of a change in facts or DistributorAgent’s circumstances that would render any of the foregoing representations and warranties incorrect or incomplete. 11.2.3. Distributor Agent hereby acknowledges and agrees that any material breach by Distributor Agent of any of the provisions of this Section 11.2. shall be grounds for immediate termination of this Agreement, without judicial intervention and without any further obligation whatsoever on the part of Mirion. Termination of this Agreement in accordance with this Section 11.2.3 shall be in addition to, and not in lieu of, any and all other rights and remedies that Mirion may have under this Agreement and/or applicable law, including the right to recover damages for all harm suffered or incurred by MirionXxxxxx, as a result of DistributorAgent’s breach of its obligations hereunder.

Anti-Bribery and Anti-Corruption. 11.2.1. i. In the exercise of its rights, and the performance of its obligations, under this Agreement, Distributor shall comply with all Laws, regulations, ordinances, decrees, and judicial and administrative orders of the Territory and, where applicable, the United States, including, but not limited to, the United States Foreign Corrupt Practices Act (“FCPA”). Distributor hereby acknowledges that it has received copies of the Code of Ethics and Business Conduct has reviewed those materials, and agrees to comply with all of the requirements thereof. In furtherance of the foregoing, on the Effective Date and each renewal thereafter, Distributor agrees that it will execute and deliver to Mirion a Distributor Compliance Certificate to that effect, as required by MirionXxxxxx. 11.2.2ii. Without limiting the generality of Section 11.2.1 b of this Agreement, Distributor hereby represents and warrants that, in performing services for, or on behalf of, Mirion under this Agreement: (i) 1. It has not, and will not at any time, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of any monies or any other thing of value to: (i) an officer or employee of a government, or any department, agency or instrumentality thereof; (ii) any person acting in an official capacity for or on behalf of any government, or any department, agency or instrumentality thereof; (iii) any political party or official thereof; (iv) any candidate for political office; (v) any employee, officer, director or shareholder of any commercial purchaser of any Mirion products or services; (vi) any officer, employee or other person acting for or on behalf of any public international organization; (vii) any official or employee of any state owned or state-affiliated commercial enterprise or entity, or (viii) any other person, firm, corporation or other entity at the suggestion, request or direction, or for the benefit of, any of the foregoing persons or entities, and it has not and will not engage in any other acts or transactions in violation of any applicable anti-bribery or anti-corruption Law, including but not limited to, the FCPA, the United Kingdom Bribery Act or applicable anti-bribery legislation or regulation within the Territory. (ii) 2. Neither Distributor, nor any of its officers, directors or employees, is an officer or employee of any government, or any agency, department or instrumentality thereof, any public international organization, any state-owned or controlled enterprise, or an officer or employee of a political party, or a candidate for political office. (iii) 3. No officer or employee of any government, or any department, agency or instrumentality thereof, or of a public international organization, or officer of any political party, or candidate for political office is, or at any time during the continuance of this Agreement will be, a shareholder or owner of any equity interest, directly or indirectly, in Distributor, or have any beneficial interest in this Agreement or any payments made by Mirion to Distributor hereunder. (iv) 4. It will give immediate written notice to Mirion in the event of a change in facts or Distributor’s circumstances that would render any of the foregoing representations and warranties incorrect or incomplete. 11.2.3iii. Distributor hereby acknowledges and agrees that any material breach by Distributor of any of the provisions of this Section 11.211.b. shall be grounds for immediate termination of this Agreement, without judicial intervention and without any further obligation whatsoever on the part of Mirion. Termination of this Agreement in accordance with this Section 11.2.3 11.b.iii shall be in addition to, and not in lieu of, any and all other rights and remedies that Mirion may have under this Agreement and/or applicable law, including the right to recover damages for all harm suffered or incurred by MirionXxxxxx, as a result of Distributor’s breach of its obligations hereunder.

Anti-Bribery and Anti-Corruption. 11.2.1. In the exercise of its rights, and the performance of its obligations, under this Agreement, Distributor Agent shall comply with all Laws, regulations, ordinances, decrees, and judicial and administrative orders of the Territory and, where applicable, the United States, including, but not limited to, the United States Foreign Corrupt Practices Act (“FCPA”). Distributor Agent hereby acknowledges that it has received copies of the Code of Ethics and Business Conduct has reviewed those materials, and agrees to comply with all of the requirements thereof. In furtherance of the foregoing, on the Effective Date and each renewal thereafter, Distributor Agent agrees that it will execute and deliver to Mirion Xxxxxx a Distributor Compliance Certificate to that effect, as required by MirionXxxxxx. 11.2.2. Without limiting the generality of Section 11.2.1 of this Agreement, Distributor Agent hereby represents and warrants that, in performing services for, or on behalf of, Mirion under this Agreement: (i) It has not, and will not at any time, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of any monies or any other thing of value to: (i) an officer or employee of a government, or any department, agency or instrumentality thereof; (ii) any person acting in an official capacity for or on behalf of any government, or any department, agency or instrumentality thereof; (iii) any political party or official thereof; (iv) any candidate for political office; (v) any employee, officer, director or shareholder of any commercial purchaser of any Mirion products or services; (vi) any officer, employee or other person acting for or on behalf of any public international organization; (vii) any official or employee of any state owned or state-affiliated commercial enterprise or entity, or (viii) any other person, firm, corporation or other entity at the suggestion, request or direction, or for the benefit of, any of the foregoing persons or entities, and it has not and will not engage in any other acts or transactions in violation of any applicable anti-bribery or anti-corruption Law, including but not limited to, the FCPA, the United Kingdom Bribery Act or applicable anti-bribery legislation or regulation within the Territory. (ii) Neither DistributorAgent, nor any of its officers, directors or employees, is an officer or employee of any government, or any agency, department or instrumentality thereof, any public international organization, any state-owned or controlled enterprise, or an officer or employee of a political party, or a candidate for political office. (iii) No officer or employee of any government, or any department, agency or instrumentality thereof, or of a public international organization, or officer of any political party, or candidate for political office is, or at any time during the continuance of this Agreement will be, a shareholder or owner of any equity interest, directly or indirectly, in DistributorAgent, or have any beneficial interest in this Agreement or any payments made by Mirion to Distributor hereunder. (iv) It will give immediate written notice to Mirion in the event of a change in facts or DistributorAgent’s circumstances that would render any of the foregoing representations and warranties incorrect or incomplete. 11.2.3. Distributor Agent hereby acknowledges and agrees that any material breach by Distributor Agent of any of the provisions of this Section 11.2. shall be grounds for immediate termination of this Agreement, without judicial intervention and without any further obligation whatsoever on the part of Mirion. Termination of this Agreement in accordance with this Section 11.2.3 shall be in addition to, and not in lieu of, any and all other rights and remedies that Mirion may have under this Agreement and/or applicable law, including the right to recover damages for all harm suffered or incurred by Mirion, as a result of DistributorAgent’s breach of its obligations hereunder.