Anti-Bribery and Sanctions. 10.17.1 To Seller’s Knowledge none of the Acquired Companies or any Associated Person, has directly or indirectly given, made, offered or received, or attempted to, promised to, or agreed to give, offer or receive any payment, gift or other advantage in material violation of the Anti-Bribery Laws or which could constitute a material offence under the Anti-Bribery Laws.
10.17.2 To Seller’s Knowledge, neither the Acquired Companies nor any Associated Person is the subject of, or otherwise involved in, an investigation, inquiry or enforcement proceedings, whether concluded, pending or threatened, by any governmental, administrative or regulatory body or any customer regarding practices that may constitute an offence under the Anti-Bribery Laws, or has admitted to, settled or been found by a court, regulator, or enforcement agency in any jurisdiction to have engaged in practices that are or may be in violation of the Anti-Bribery Laws.
10.17.3 To Seller’s Knowledge, none of the Acquired Companies or any Associated Persons has, directly or indirectly, created or used any “off book” bank or cash account.
10.17.4 Copies of all Material Contracts with and between the Acquired Companies and all of the currently retained commercial agents/third party representatives and currently existing joint venture partners of the Acquired Companies have been provided in the Data Room Documents.
10.17.5 Except as disclosed in Schedule 10.17.5, none of the Acquired Companies:
(a) is a Sanctioned Person;
(b) has an Associated Person or a customer/client which is a Sanctioned Person or is located, organized or resident in a Sanctioned Country;
(c) has business dealings or commercial arrangements directly or indirectly with a Sanctioned Person or a Sanctioned Country;
(d) makes available directly or indirectly assets, funds or other economic resources to or for the benefit of a Sanctioned Person or a Person located, organized or resident in a Sanctioned Country; or
(e) in any other way engages in any activity prohibited by Sanctions.
Anti-Bribery and Sanctions. 23.1 Each Acquired Entity has at all times conducted its business in compliance with applicable Sanctions and has not transacted business with or for the benefit of any Sanctioned Person.
23.2 No Acquired Entity and, with respect to the Acquired Business, no Seller Group Company nor, so far as the Seller 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 Acquired Business, breached any AntiBribery Laws or 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 or her official capacity and to obtain or retain business, or a business advantage, in each case including making or receiving any bribe, rebate, payoff, influence payment, kickback or other contribution or gifts contrary to AntiBribery 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.
23.3 The Acquired Entities have conducted their business at all times in compliance with applicable Anti-Money Laundering Laws.
23.4 Each Acquired Entity maintains in relation to the Acquired Business and regularly keeps under review on an ongoing basis adequate written anticorruption procedures and internal accounting controls which are designed to ensure compliance by the relevant Acquired Entity and its respective directors, officers and employees with all applicable AntiBribery Laws, Sanctions, and Anti-Money Laundering Laws.
23.5 No Acquired Entity nor, to the knowledge of the Seller, any of their respective Associated Persons...
Anti-Bribery and Sanctions. 7.1 The Purchaser and each of member of the Purchaser's Group and each director, officer, employee and agent thereof have complied with all money laundering and anti-corruption and anti-bribery rules and regulations applicable to them and no action, investigation, enquiry, claim, suit or (enforcement) proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or is pending or threatened to them.
7.2 The Purchaser and each of member of the Purchaser's Group nor any of the directors, officers, employees, agents, customers or suppliers thereof, is a Sanctions Restricted Person.
7.3 Neither the Purchaser nor any member of the Purchaser's Group is the subject of any investigation, enquiry, claim, action or enforcement proceedings by any Sanctions Authority or other third party regarding any offence or alleged offence under any Sanctions or has made any voluntary disclosure to any Sanctions Authority under any applicable Sanctions and no such investigation, enquiry, claim, action or proceedings have been threatened. For the purpose of this Schedule:
Anti-Bribery and Sanctions. 11.3.1 None of the Group Companies, the Sellers, nor their respective agents, employees, and other persons acting on their behalf, have taken or will take any action that would cause the Group or any member of the Buyer’s Group to be in violation of anti-corruption laws, anti-money laundering laws or sanctions laws.
11.3.2 Without limiting the generality of the foregoing, none of the Group Companies, the Sellers, nor their respective agents, employees, and other persons acting on their behalf, have taken or will take any action in furtherance of a payment, offer, promise to pay, or authorisation or ratification of a payment of any gift, money or anything of value to:
(a) a Government Official; or
(b) any person or entity while knowing or having reasonable grounds to believe that all or a portion of that payment will be passed on to a Government Official, to influence any act or decision of any Government Official in his or her official capacity to secure an improper advantage (e.g., to obtain a tax rate lower than permitted by law) in order to obtain or retain business.
11.3.3 No Group Company is subject to any investigation by, or request for information from, law enforcement officials regarding a violation or potential violation of anti-corruption laws, anti-money laundering laws or sanctions laws by a Group Company.
11.3.4 No Group Company has received any allegation or conducted any internal investigation related to a violation or potential violation of anti-corruption laws, anti-money laundering laws or sanctions laws by a Group Company.
11.3.5 To each Warrantor’s knowledge, there are no facts or circumstances that would lead a reasonable person to believe that there is a likelihood that any of the officers, directors, employees or agents of the Group Companies has made any payment in violation of any anti-corruption laws, anti-money laundering laws or sanctions laws on behalf of or for the benefit of a Group Company.
11.3.6 The Group has established and continues to maintain reasonable internal controls and procedures for monitoring cash payments and managing the book-keeping practices of the Group to the extent required by Applicable Law.
11.3.7 None of the current officers, directors, employees or agents of the Group Companies are or were in the past five (5) years Government Officials.
11.3.8 The Group has:
(a) maintained its books and records in a manner that, in reasonable detail, accurately and fairly reflects the transactions and disposition o...
Anti-Bribery and Sanctions. 10.17.1 To Seller’s Knowledge none of the Acquired Companies or any Associated Person, has directly or indirectly given, made, offered or received, or attempted to, promised to, or agreed to give, offer or receive any payment, gift or other advantage in material violation of the Anti-Bribery Laws or which could constitute a material offence under the Anti-Bribery Laws.
10.17.2 To Seller’s Knowledge, neither the Acquired Companies nor any Associated Person is the subject of, or otherwise involved in, an investigation, inquiry or enforcement proceedings, whether concluded, pending or threatened, by any governmental, administrative or regulatory body or any customer regarding practices that may constitute an offence under the Anti-Bribery Laws, or has admitted to, settled or been found by a court, regulator, or enforcement agency in any jurisdiction to have engaged in practices that are or may be in violation of the Anti-Bribery Laws.
10.17.3 To Seller’s Knowledge, none of the Acquired Companies or any Associated Persons has, directly or indirectly, created or used any “off book” bank or cash account.
