Anti-Bribery and Improper Payments. 7.1 No Group Company and, with respect to the Business, no member of the Retained Group nor, so far as Xxxx Xxxx is aware, any of its or their respective directors, officers, employees, agents, representatives or other persons associated with, performing a service for or otherwise acting for or on behalf of it or them (each, an “Associated Person”) has, in connection with the Business:
(a) breached or contravened any Anti-Bribery Laws or any applicable anti- money laundering law, rule or regulation or any books and records offences relating directly or indirectly to a bribe; or
(b) without limiting the generality of the foregoing, directly or indirectly:
(i) offered, promised, or given a financial or other advantage to another person intending the advantage to induce or reward improper performance of a relevant function or activity, or where acceptance of the advantage itself constituted such improperness; or
(ii) requested, agreed to, or accepted a financial or other advantage, and in consequence intended to induce improper performance, or where a request, agreement, or acceptance of an advantage itself has amounted to improper performance, or where the advantage has been paid as a reward for, or in anticipation of, or as a consequence of, the improper performance; or
(iii) failed to prevent bribery by Associated Persons in order to obtain or retain business or a business advantage; or
(iv) offered, promised, or given a financial or other advantage to a foreign public official (an “Official”) or another with intent to influence the Official in his official capacity and to obtain or retain business, or a business advantage, including, without limitation, making or receiving any bribe, rebate, pay-off, influence payment, kick-back or other contribution or gifts contrary to Anti-Bribery Laws.
7.2 Each Group Company maintains and regularly keeps under review on an ongoing basis adequate written anti-corruption procedures and internal accounting controls which are designed to ensure compliance by the relevant Group Company and its respective directors, officers and employees with all Anti-Bribery Laws.
7.3 Neither the Seller, nor any other member of the Retained Group, nor any Group Company has retained any intermediaries, representatives or other agents to act on their behalf in connection with the Business or any Group Company without first conducting a due diligence review with respect to such proposed intermediary, representative or other agent.
Anti-Bribery and Improper Payments. With respect to the PRL 15 Title, the Buyer (i) warrants that it has not made, offered, or authorised, and (ii) covenants that it will not make, offer, or authorise, any payment, gift, promise or other advantage, whether directly or through any other person or entity (including its Affiliates), to or for the use or benefit of any Public Official, any political party or any other individual or entity, where such payment, gift, promise or advantage would violate such warranty, or such covenant or the Anti-Bribery Laws and Obligations. No Public Official or close relative of any Public Official has any direct or indirect ownership or other legal or beneficial interest in the Buyer or any of its Related Bodies Corporate (save where such ownership results from the ownership of shares listed on a recognized stock exchange) and that no such Public Official serves as an officer, director, employee, or agent of the party or its Related Bodies Corporate. Schedule 3 Completion Steps
Anti-Bribery and Improper Payments. With respect to the PRL 15 Title, the Seller (i) warrants that it has not made, offered, or authorised, and (ii) covenants that it will not make, offer, or authorise, any payment, gift, promise or other advantage, whether directly or through any other person or entity (including its Affiliates), to or for the use or benefit of any Public Official, any political party or any other individual or entity, where such payment, gift, promise or advantage would violate such warranty, or such covenant or the Anti-Bribery Laws and Obligations. No Public Official or close relative of any Public Official has any direct or indirect ownership or other legal or beneficial interest in the Seller or any of its Related Bodies Corporate (save where such ownership results from the ownership of shares listed on a recognized stock exchange) and that no such Public Official serves as an officer, director, employee, or agent of the party or its Related Bodies Corporate. Schedule 2 Buyer Warranties
(A) (No legal impediment): The execution, delivery and performance by the Buyer of this Agreement:
(i) complies with its constitution or other constituent documents; and
(ii) does not constitute a breach of any law, or cause or result in default under any agreement or Encumbrance, by which it is bound and which would prevent it from entering into and performing its obligations under this Agreement.
(B) (Corporate Authorisations): All necessary action to authorise the execution, delivery and performance of this Agreement by the Buyer in accordance with its terms and all permits or Authorisations to hold the Assigned Interest have been obtained or will be obtained before Completion, except for the consents and approvals referred to in the Condition in clause 2.1.
Anti-Bribery and Improper Payments. 8.1 The Company and, with respect to the Business, no member of the Retained Group nor so far as the Sellers are aware, any of its or their respective directors, officers, employees, agents, representatives or other persons associated with, performing a service for or otherwise acting for or on behalf of it or them has, breached or contravened any Anti-Bribery Laws or any applicable anti-money laundering law, rule or regulation or any books and records offences relating directly or indirectly to a bribe.
Anti-Bribery and Improper Payments. 6.1 With respect to the Assets, neither a Seller nor any other member of the Sellers’ Group nor, so far as the Sellers are aware, any of its or their respective directors, officers, employees, independent contractors, agents or representatives (each, an “Associated Person”) has, in connection with the Assets, breached any Anti-Bribery laws or any applicable anti-money laundering law, rule or regulation or any books and records offences relating directly or indirectly to a bribe or, directly or indirectly:
(a) offered, promised or given a financial or other advantage to another person intending the advantage to induce or reward improper performance of a relevant function or activity, or knowing or believing that acceptance of the advantage itself constituted such improper performance or, in the case of a foreign public official, intending to influence that person in his official capacity and to obtain or retain business, or a business advantage, in each case including making or receiving any bribe, rebate, pay-off, influence payment, kick-back or other contribution or gifts contrary to Anti-Bribery Laws; or
(b) requested, agreed to receive or accepted a financial or other advantage, intending that it would induce or reward, or where it actually induced or rewarded, improper performance of a relevant function or activity, or where the relevant request, agreement to receive or acceptance itself constituted such improper performance or that performance was made in anticipation of it.
6.2 The Sellers and each other relevant member of the Sellers’ Group maintain in relation to dealing with the Assets, anti-corruption procedures and internal accounting controls which are designed to ensure compliance with all Anti-Bribery Laws.
Anti-Bribery and Improper Payments. None of the Acquired Companies other than Petrodelta or any of their respective officers, employees, directors, representatives or agents has, and, to Seller’s Knowledge, none of Petrodelta or its officers, employees, directors, representatives or agents has, offered, promised, authorized or made, directly or indirectly, (a) any unlawful payments, unlawful contributions or unlawful gift or (b) payments or other inducements (whether lawful or unlawful) to any government official, with the intent or purpose of: (i) influencing any act or decision of such government official in his official capacity; (ii) inducing such government official to do or omit to do any act in violation of the lawful duty of such government official; (iii) securing any improper advantage; or (iv) inducing such government official to use his influence with a government or instrumentality thereof, political party or international organization to affect or influence any act or decision of such government or instrumentality, political party or international organization; in order to assist an Acquired Company in obtaining or retaining business for or with, or directing business to, any Person. None of the Acquired Companies other than Petrodelta or any of their respective officers, employees, directors, representatives or agents has, and, to Seller’s Knowledge, none of Petrodelta or any of its officers, employees, directors, representatives or agents has, offered, promised, authorized or made, directly or indirectly, any payments or other inducements specified in this paragraph 20 to government officials in violation of any applicable Law against improper payments.
Anti-Bribery and Improper Payments. 22.1 No member of the Target Group and, with respect to the Target Business, no member of the Retained Group nor, so far as the Sellers are aware, any of its or their respective directors, officers, employees, agents, representatives or other persons associated with, performing a service for or otherwise acting for or on behalf of it or them has, in connection with the Target Business, breached any Anti-bribery Laws or any applicable anti-money laundering law, rule or regulation or any books and records offences relating directly or indirectly to a bribe.
22.2 The members of the Target Group maintain and, in relation to the Target Business, the relevant members of the Retained Group maintained from the Merger Completion Date until the completion of the Reorganisation, on an ongoing basis adequate written anti-corruption procedures and internal accounting controls which are designed to ensure compliance by the members of the Target Group, and prior to the Reorganisation the relevant members of the Retained Group, and their respective directors, officers and employees with all Anti-bribery Laws.
Anti-Bribery and Improper Payments. 12.1 AMS04 SPV has not breached any Anti-bribery Laws or any applicable anti-money laundering law, rule or regulation or any books and records offences relating directly or indirectly to a bribe.
12.2 AMS04 SPV maintains on an ongoing basis adequate written anti-corruption procedures and internal accounting controls which are designed to ensure compliance by AMS04 SPV with all Anti-bribery Laws.
Anti-Bribery and Improper Payments. 7.1 Neither KR 1875 nor any member of the Subscriber’s Group (in each case insofar as relates to the NewCo Assets or the Business) nor NewCo nor, so far as the Subscriber is aware, any of its or their respective directors, officers, employees, agents, representatives or other persons associated with, performing a service for, or otherwise acting for or on behalf of it or them (each, an “Associated Person”) has breached any Anti-Bribery Laws or any applicable anti-money laundering law, rule or regulation or committed any books and records offences relating directly or indirectly to a bribe or, directly or indirectly:
(a) offered, promised or given a financial or other advantage to another person intending the advantage to induce or reward improper performance of a relevant function or activity, or knowing or believing that acceptance of the advantage itself constituted such improper performance or, in the case of a foreign public official, intending to influence that person in his official capacity and to obtain or retain business, or a business advantage, in each case including making or receiving any bribe, rebate, pay-off, influence payment, kick-back or other contribution or gifts contrary to Anti-Bribery Laws;
(b) requested, agreed to receive or accepted a financial or other advantage, intending that it would induce or reward, or where it actually induced or rewarded, improper performance of a relevant function or activity, or where the relevant request, agreement to receive or acceptance itself constituted such improper performance or that performance was made in anticipation of it; or
(c) failed to prevent bribery by Associated Persons in order to obtain or retain business or a business advantage.
Anti-Bribery and Improper Payments. (a) With respect to the PRL 15 Title and the PRL 15 JOA, the Seller (i) warrants that it and the Company have not made, offered, or authorised, and (ii) covenants that it will not make, offer, or authorise, any payment, gift, promise or other advantage, whether directly or through any other person or entity (including its Related Bodies Corporate), to or for the use or benefit of any Public Official, any political party or any other individual or entity, where such payment, gift, promise or advantage would violate such warranty, or such covenant or the Anti-Bribery Laws and Obligations. No Public Official or close relative of any Public Official has any direct or indirect ownership or other legal or beneficial interest in the Seller or any of its Related Bodies Corporate (save where such ownership results from the ownership of shares listed on a recognized stock exchange) and that no such Public Official serves as an officer, director, employee, or agent of the party or its Related Bodies Corporate.
(b) In the twenty four (24) months prior to the date of this Agreement, the Company has been and is in compliance in all material respects with the Anti-Bribery Laws and Obligations.
