Common use of Anti-Bribery and Improper Payments Clause in Contracts

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. 7.1 No Group Company and, with respect to the Business, no member of the Retained Group nor, so far as Xxxx Xxxx is the Sellers are aware, any of its or their a Group Company’s 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 a Group Company: (each, an “Associated Person”a) has, in connection with the Business: (a) , breached or contravened any Anti-Bribery Laws or any applicable anti- money laundering lawAnti-Money Laundering Law, rule or regulation or any books and records offences relating directly or indirectly to a bribe; or (b) and without limiting the generality of the foregoing, 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 or (ii) requested, agreed to, or accepted a financial or other advantage, 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 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”) Government Official or another with intent to influence the such Government 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; or (b) is involved in any action, suit, proceeding, investigation or enforcement by or before any court or governmental agency, authority or body or any arbitrator with respect to the Anti-Money Laundering Laws or Anti-Bribery Laws, nor to the Sellers’ knowledge, is any of the foregoing threatened. 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. 7.1 No Group Company and, with respect 28.1 Each Primary Shareholder undertakes to the Businessother Primary Shareholder that it shall not, no member of the Retained Group nor, and shall procure (so far as Xxxx Xxxx it is aware, any of legally able) that 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 BusinessAgents and each Group Company shall not: (a) breached breach or contravened contravene any Anti-Bribery Laws or any applicable anti- anti-money laundering law, rule or regulation or any books and records offences relating directly or indirectly to a bribebribe or any related international standards of practice; or (b) without limiting the generality of the foregoingClause 28.1(a) above, directly or indirectly: (i) offeredoffer, promisedpromise, or given give 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 constitutes such improperness; orimproper performance; (ii) requestedrequest, agreed agree to, or accepted accept a financial or other advantage, and in consequence intended intend to induce improper performanceperformance of a related function or activity, or where a request, agreement, or acceptance of an advantage itself has amounted amounts to such improper performance, or where the advantage has been is 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) offeredoffer, promisedpromise, or given give 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 28.2 Each Primary Shareholder undertakes to the other Primary Shareholder that it maintains and regularly keeps under review on an ongoing basis and will procure (so far as it is legally able to) that each Group Company maintains and regularly keeps under review on an ongoing basis basis, adequate written anti-corruption procedures (including training programmes and reporting mechanisms in relation to those procedures) and internal accounting controls which are designed to to: (a) ensure compliance by the Primary Shareholder or relevant Group Company and its respective directors, officers and employees with all Anti-Bribery Laws; and (b) without limiting the generality of Clause 28.2(a) above, prevent any Agents of that Primary Shareholder or Group Company from undertaking any conduct which would fall within the descriptions at Clauses 28.1(a) and 28.1(b) above. 7.3 Neither the Seller, nor 28.3 Each Party undertakes that it will give notice in writing to each other Party of any other member suspected breach of Clauses 28.1(a) or 28.1(b) above as soon as it becomes aware of such suspected breach (save in circumstances where it has been told of the Retained Groupbreach by another Party). 28.4 Each Primary Shareholder and the Company undertakes that it will implement or procure the implementation, nor without unreasonable delay, of any Group Company has retained corrective measure reasonably requested by a Primary Shareholder to remedy any intermediaries, representatives breach of Clauses 28.1(a) or other agents 28.1(b) above or 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 agentprevent similar future breaches of those Clauses.

Anti-Bribery and Improper Payments. 7.1 No Group Company and, with respect 20.1 Each Shareholder undertakes to the Business, no other Shareholder that neither it nor any member of the Retained its Shareholder 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”) hasshall, in connection with and the BusinessCompany undertakes that neither it nor any JV Group Company shall: (a) breached breach or contravened contravene any Anti-Bribery Anti‑Bribery Laws or any applicable anti- money 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 foregoingClause 20.1(a), directly or indirectly: (i) offeredoffer, promisedpromise, or given give 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 constitutes such improperness; or; (ii) requestedrequest, agreed agree to, or accepted accept a financial or other advantage, and in consequence intended intend to induce improper performance, or where a request, agreement, or acceptance of an advantage itself has amounted amounts to improper performance, or where the advantage has been is 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) offeredoffer, promisedpromise, or given give 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-offpay‑off, influence payment, kick-back kick‑back or other contribution or gifts contrary to Anti-Bribery Anti‑Bribery Laws; or (iv) fail to prevent bribery by an Associated Person in order to obtain or retain business or a business advantage. 7.2 Each 20.2 The Company undertakes to procure that each JV Group Company maintains and regularly keeps under review on an ongoing basis adequate written anti-corruption anti‑corruption procedures and internal accounting controls which are designed to ensure compliance by the relevant JV Group Company and its respective directors, officers and employees with all Anti-Bribery 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.