Anti-Bribery Laws. Neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation and the Subsidiaries, including Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of, any money, or offered, given, promised to give, or authorized the giving of, anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Corporation or the Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute, or have the purpose or effect of, public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation nor the Subsidiaries, nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit or internal investigation that concluded the Corporation, a Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing, violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.
Appears in 4 contracts
Samples: Underwriting Agreement (Field Trip Health Ltd.), Underwriting Agreement (Field Trip Health Ltd.), Agency Agreement (Field Trip Health Ltd.)
Anti-Bribery Laws. Neither the Corporation nor any the Subsidiary nor, nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation and the SubsidiariesSubsidiary, including Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Corporation or the Subsidiaries Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation nor the Subsidiaries, nor, Subsidiary nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing, foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.
Appears in 2 contracts
Samples: Underwriting Agreement (Aphria Inc.), Underwriting Agreement (Aphria Inc.)
Anti-Bribery Laws. Neither the Corporation nor any Subsidiary nor, nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation and the Subsidiaries, including Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Corporation or the Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation nor the Subsidiaries, nor, Subsidiaries nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing, foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.
Appears in 2 contracts
Samples: Underwriting Agreement (Valens Company, Inc.), Underwriting Agreement
Anti-Bribery Laws. Neither the Corporation AIM nor any Subsidiary nor, Subco nor to the knowledge of the CorporationAIM or Subco, any director, officer, employee, consultant, representative or agent Representative of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation and the SubsidiariesAIM or Subco, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative Representative of the Corporation AIM or the Subsidiaries Subco in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person person, in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation AIM nor the Subsidiaries, nor, Subco nor to the knowledge of the CorporationAIM, any director, officer, employee, consultant, representative Representative or agent of the foregoing, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, AIM or Subco or any director, officer, employee, consultant, representative Representative or agent of the foregoing, foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsLaws.
Appears in 2 contracts
Samples: Business Combination Agreement (Acreage Holdings, Inc.), Business Combination Agreement
Anti-Bribery Laws. Neither the Corporation Red Pine nor any Subsidiary nor, Subco nor to the knowledge of the CorporationRed Pine or Subco, any director, officer, employee, consultant, representative or agent Representative of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation and the SubsidiariesRed Pine or Subco, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s 's Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative Representative of the Corporation Red Pine or the Subsidiaries Subco in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person person, in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation Red Pine nor the Subsidiaries, nor, Subco nor to the knowledge of the CorporationRed Pine, any director, officer, employee, consultant, representative Representative or agent of the foregoing, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, Red Pine or Subco or any director, officer, employee, consultant, representative Representative or agent of the foregoing, foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsLaws.
Appears in 2 contracts
Samples: Business Combination Agreement (Alpine Summit Energy Partners, Inc.), Amalgamation Agreement (Alpine Summit Energy Partners, Inc.)
Anti-Bribery Laws. Neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation and or the Subsidiaries, including Canada’s but not limited to the Corruption of Foreign Public Officials ActAct (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other personPerson, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental AuthorityEntity; or assisting any representative of the Corporation or the Subsidiaries any Subsidiary in obtaining or retaining business for or with, or directing business to, any personPerson; or (Y) to any person Person in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation nor the Subsidiaries, any Subsidiary nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Corporation or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing, foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person Person alleging non-compliance with any such laws.
Appears in 2 contracts
Samples: Underwriting Agreement, Agency Agreement
Anti-Bribery Laws. Neither the Corporation VCP23 nor any Subsidiary nor, to the knowledge of the CorporationVCP23, any director, officer, employee, consultant, representative employee or agent consultant of the foregoingVCP23, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation and the SubsidiariesVCP23, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Corporation or the Subsidiaries VCP23 in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person person, in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation VCP23 nor the Subsidiaries, nor, to the knowledge of the CorporationVCP23, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, VCP23 or any director, officer, employee, consultant, representative or agent of the foregoing, foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsLaws.
Appears in 2 contracts
Samples: Business Combination Agreement (Green Thumb Industries Inc.), Business Combination Agreement
Anti-Bribery Laws. Neither the Corporation LVI nor any Subsidiary nor, to the knowledge of the CorporationLVI, any director, officer, employee, consultant, representative employee or agent consultant of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to LVI, including but not limited to the Corporation U.S. Foreign Corrupt Practices Act and the Subsidiaries, including Canada’s Corruption of Foreign Public Officials ActAct (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Corporation or the Subsidiaries LVI in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person person, in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation LVI nor the Subsidiaries, nor, to the knowledge of the CorporationLVI, any director, officer, employee, consultant, representative or agent of the foregoingLVI, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, that LVI or any directorof its directors, officerofficers, employeeemployees, consultantconsultants, representative representatives or agent of the foregoing, violated such laws or agents has committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsLaws.
Appears in 1 contract
Samples: Transaction Agreement
Anti-Bribery Laws. Neither the Corporation DVI nor any Subsidiary nor, to the knowledge of the CorporationDVI, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation and the SubsidiariesDVI, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Corporation or the Subsidiaries DVI in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person person, in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation DVI nor the Subsidiaries, nor, to the knowledge of the CorporationDVI, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, DVI or any director, officer, employee, consultant, representative or agent of the foregoing, foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-anti- corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-non- compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-non- compliance with any such lawsLaws.
Appears in 1 contract
Samples: Business Combination Agreement
Anti-Bribery Laws. Neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoingCorporation, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation and the SubsidiariesCorporation, including Canada’s but not limited to the Corruption of Foreign Public Officials Act (Canada) and the United States Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other personPerson, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental AuthorityEntity; or assisting any representative of the Corporation or the Subsidiaries in obtaining or retaining business for or with, or directing business to, any personPerson; or (Y) to any person Person in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation nor the Subsidiaries, nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing, foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority Entity responsible for enforcing anti-bribery or anti-anti- corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person Person alleging non-compliance with any such laws.
Appears in 1 contract
Samples: Agency Agreement
Anti-Bribery Laws. Neither the Corporation nor any Subsidiary Company nor, to the knowledge of the CorporationCompany, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation and the SubsidiariesCompany, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act, ; or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other personPerson, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental AuthorityEntity; or assisting any representative of the Corporation or the Subsidiaries Company in obtaining or retaining business for or with, or directing business to, any personPerson; or (Y) to any person Person in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation nor the Subsidiaries, Company nor, to the knowledge of the CorporationCompany, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a SubsidiaryCompany, or any director, officer, employee, consultant, representative or agent of the foregoing, foregoing violated such laws or committed any material wrongdoing, ; or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-non- compliance with any such laws, or received any notice, request, or citation from any person Person alleging non-compliance with any such laws.
Appears in 1 contract
Samples: Agency Agreement
Anti-Bribery Laws. Neither Since January 1, 2016, neither the Corporation Company nor any Subsidiary nor, to the knowledge Knowledge of the CorporationCompany, any director, officer, employee, consultant, representative employee or agent consultant of the foregoingCompany, has (i) violated any anti-bribery or anti-corruption laws Laws applicable to the Corporation and the SubsidiariesCompany, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Government Authority; or assisting any representative of the Corporation or the Subsidiaries Company in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person person, in a manner which would constitute, that is reasonably likely to constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation Company nor the Subsidiaries, nor, to the knowledge Knowledge of the CorporationCompany, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, Company or any director, officer, employee, consultant, representative or agent of the foregoing, foregoing violated such laws Laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Government Authority responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-non- compliance with any such lawsLaws.
Appears in 1 contract
Samples: Merger Agreement
Anti-Bribery Laws. Neither the Corporation nor any Subsidiary nor, nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-anti bribery or anti-corruption laws applicable to the Corporation and the Subsidiaries, including Canada’s 's Corruption of Foreign Public Officials Act, or the United States Foreign Corrupt Practices Act of 1977, or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (XA) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Corporation or the Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (YB) to any person in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation nor the Subsidiaries, nor, Subsidiaries nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (ix) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing, foregoing violated such laws or committed any material wrongdoing, or (iiy) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.
Appears in 1 contract
Samples: Agency Agreement (Cybin Inc.)
Anti-Bribery Laws. Neither the Corporation nor any Subsidiary nor, nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-anti bribery or anti-anti corruption laws applicable to the Corporation and the Subsidiaries, including Canada’s 's Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (XA) to any Government Official, whether directly or through any other personPerson, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Corporation or the Subsidiaries in obtaining or retaining business for or with, or directing business to, any personPerson; or (YB) to any person Person in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation nor the Subsidiaries, nor, Subsidiaries nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (ix) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing, foregoing violated such laws or committed any material wrongdoing, or (iiy) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-anti bribery or anti-anti corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-non compliance with any such laws, or received any notice, request, or citation from any person Person alleging non-non compliance with any such laws.
Appears in 1 contract
Samples: Underwriting Agreement (Cybin Inc.)
Anti-Bribery Laws. Neither the Corporation Acreage, nor any Subsidiary nor, to the knowledge of the CorporationAcreage, any director, officer, employee, consultant, representative or agent Representative of the foregoingAcreage, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation and the SubsidiariesAcreage, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative Representative of the Corporation or the Subsidiaries Acreage in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person person, in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation Acreage nor the Subsidiaries, nor, to the knowledge of the CorporationAcreage, any director, officer, employee, consultant, representative Representative or agent of the foregoing, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, Acreage or any director, officer, employee, consultant, representative Representative or agent of the foregoing, foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.Laws. CAN: 28037112.10
Appears in 1 contract
Samples: Business Combination Agreement (Acreage Holdings, Inc.)
Anti-Bribery Laws. Neither the Corporation nor any Subsidiary nor, the Subsidiaries nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation and the Subsidiaries, including Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Corporation or the Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation nor the Subsidiaries, nor, Subsidiaries nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, Subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing, foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.
Appears in 1 contract
Samples: Underwriting Agreement (Aphria Inc.)
Anti-Bribery Laws. Neither Since January 1, 2016, neither the Corporation Company nor any Subsidiary nor, to the knowledge Knowledge of the CorporationCompany, any director, officer, employee, consultant, representative employee or agent consultant of the foregoingCompany, has (i) violated any anti-bribery or anti-corruption laws Laws applicable to the Corporation and the SubsidiariesCompany, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Government Authority; or assisting any representative of the Corporation or the Subsidiaries Company in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person person, in a manner which would constitute, that is reasonably likely to constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation Company nor the Subsidiaries, nor, to the knowledge Knowledge of the CorporationCompany, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, Company or any director, officer, employee, consultant, representative or agent of the foregoing, foregoing violated such laws Laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Government Authority responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsLaws.
Appears in 1 contract
Anti-Bribery Laws. Neither the Corporation WFC nor any Subsidiary nor, to the knowledge of the CorporationWFC, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation and the SubsidiariesWFC, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of, of any money, or offered, given, promised to give, or authorized the giving of, of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Corporation or the Subsidiaries WFC in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person person, in a manner which would constitute, constitute or have the purpose or effect of, of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation WFC nor the Subsidiaries, nor, to the knowledge of the CorporationWFC, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit audit, or internal investigation that concluded the Corporation, a Subsidiary, WFC or any director, officer, employee, consultant, representative or agent of the foregoing, foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-anti- bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsLaws.
Appears in 1 contract
Samples: Business Combination Agreement