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

Anti-Corruption and Anti-Bribery Laws. Neither the Company, nor, any of its officers, directors or employees, nor to the Company’s Knowledge its agents, representatives, consultants, or other persons associated with or acting for or on behalf of the Company, has, directly or indirectly, in connection with the operation of their business: (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, for the purpose of (i) influencing any act or decision of such government official, candidate, party or campaign, (ii) inducing such government official, candidate, party or campaign to do or omit to do any act in violation of a lawful duty, (iii) obtaining or retaining business for or with any person, (iv) expediting or securing the performance of official acts of a routine nature, or (v) otherwise securing any improper advantage, in each case, in violation of any applicable anticorruption or anti-bribery Law, (b) paid, offered or promised to pay or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature, (c) made, offered or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures, (d) established or maintained any unlawful fund of corporate monies or other properties, (e) created or caused the creation of any false or inaccurate books and records of the Company related to any of the foregoing, or (f) otherwise violated any provision of the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-l, et seq., or any other applicable anti-corruption or anti-bribery Law. For purposes of this provision, “government official” includes any officer or employee of a government or any department, agency or instrumentality thereof (including wholly or partially owned enterprises or institutions), or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency or instrumentality, or for or on behalf of any such public international organization.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Onconova Therapeutics, Inc.), Securities Purchase Agreement (Onconova Therapeutics, Inc.), Securities Purchase Agreement (Onconova Therapeutics, Inc.)

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Anti-Corruption and Anti-Bribery Laws. Neither (a) None of the Company or any of its Subsidiaries or any of their respective directors, officers, or employees, or, to the Knowledge of the Company, nor, any of its officerstheir respective agents, directors or employees, nor to the Company’s Knowledge its agentsindependent contractors, representatives, consultants, or any other persons Person associated with or acting for or on behalf of the CompanyCompany or any of its Subsidiaries, has, directly or indirectly, in connection with the operation conduct of their business: any activity of the Company and its Subsidiaries: (ai) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government officialForeign Government Official, candidate for public office, political party or political campaign, or any official of such party or campaign, for the purpose of (iA) influencing any official act or decision of such government officialForeign Government Official, candidate, party or campaign or any official of such party or campaign, (iiB) inducing such government officialForeign Government Official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty, (iiiC) obtaining or retaining business for or with any person, (ivD) expediting or securing the performance of official acts of a routine nature, or (vE) otherwise securing any improper advantage, in each case, in violation of any applicable anticorruption or anti-bribery Law, ; (bii) paid, offered or agreed or promised to pay make or offer any bribe, payoff, influence payment, kickback, unlawful rebate, rebate or other similar unlawful payment of any nature, ; (ciii) made, offered offered, or agreed or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures, ; (div) established or maintained any unlawful fund of corporate monies or other properties, ; (ev) created or caused the creation of any false or inaccurate books and records of the Company related to any of the foregoing, or ; or (fvi) otherwise violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-l§78dd-1, et seq.. (“FCPA”), the United Kingdom Bribery Act of 2010 (the “Bribery Act”) or any other applicable anti-corruption or anti-bribery Law. For purposes . (b) None of this provision, “government official” includes any officer or employee of a government the Company or any departmentof its Subsidiaries has undergone or is undergoing, agency any audit, review, inspection, investigation, survey or instrumentality thereof (including wholly or partially owned enterprises or institutions)examination by a Governmental Authority relating to the FCPA, the Bribery Act, anti-corruption, or anti-kickback activity. To the Knowledge of the Company, there are no threatened claims, nor presently existing facts or circumstances that would constitute a public international organizationreasonable basis for any future claims, with respect to the FCPA, the Bribery Act, anti-corruption, or any person acting in an official capacity for or on behalf of any such government or departmentanti-kickback activity by the Company, agency or instrumentalityits predecessors, or for its current or on behalf of any such public international organizationformer Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Sumo Logic, Inc.), Agreement and Plan of Reorganization (Sumo Logic, Inc.)

Anti-Corruption and Anti-Bribery Laws. Neither the CompanyParent and its Subsidiaries, nor, to the Knowledge of Parent, any of its their respective officers, directors or directors, employees, nor to the Company’s Knowledge its agents, representatives, consultants, or other persons associated with or acting for or on behalf of the CompanyParent or its Subsidiaries, has, directly or indirectly, in connection with the operation of their business: : (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, for the purpose of (iA) influencing any act or decision of such government official, candidate, party or campaign, (iiB) inducing such government official, candidate, party or campaign to do or omit to do any act in violation of a lawful duty, (iiiC) obtaining or retaining business for or with any person, (ivD) expediting or securing the performance of official acts of a routine nature, or (vE) otherwise securing any improper advantage, in each case, in violation of any applicable anticorruption anti-corruption or anti-bribery Law, ; (b) paid, offered or promised to pay or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature, ; (c) made, offered or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures, ; (d) established or maintained any unlawful fund of corporate monies or other properties, ; (e) created or caused the creation of any false or inaccurate books and records of the Company Parent related to any of the foregoing, or ; or (f) otherwise violated any provision of the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-l78dd-1, et seq., or any other applicable anti-corruption or anti-bribery Law. For purposes of this provision, “government official” includes any officer or employee of a government or any department, agency or instrumentality thereof (including wholly or partially owned enterprises or institutions), or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency or instrumentality, or for or on behalf of any such public international organization.

Appears in 1 contract

Samples: Merger Agreement (Norwegian Cruise Line Holdings Ltd.)

Anti-Corruption and Anti-Bribery Laws. Neither the Company, nor, any of its officers, directors or employees, nor to the Company’s Knowledge its agents, representatives, consultants, or other persons associated with or acting for or on behalf of the Company, has, directly or indirectly, in connection with the operation of their business: (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, for the purpose of (i) influencing any act or decision of such government official, candidate, party or campaign, (ii) inducing such government official, candidate, party or campaign to do or omit to do any act in violation of a lawful duty, (iii) obtaining or retaining business for or with any person, (iv) expediting or securing the performance of official acts of a routine nature, or (v) otherwise securing any improper advantage, in each case, in violation of any applicable anticorruption or anti-bribery Lawlaw, (b) paid, offered or promised to pay or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature, (c) made, offered or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures, (d) established or maintained any unlawful fund of corporate monies or other properties, (e) created or caused the creation of any false or inaccurate books and records of the Company related to any of the foregoing, or (f) otherwise violated any provision of the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-l, et seq., or any other applicable anti-corruption or anti-bribery Law. For purposes of this provision, “government official” includes any officer or employee of a government or any department, agency or instrumentality thereof (including wholly or partially owned enterprises or institutions), or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency or instrumentality, or for or on behalf of any such public international organization.the

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Calithera Biosciences, Inc.)

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Anti-Corruption and Anti-Bribery Laws. Neither (a) None of the Company, nor, any of its directors, officers, directors or agents, employees, nor to the Company’s Knowledge its agents, consultants or other representatives, consultants, or and any other persons associated with or Person acting for or on behalf of the Company, has, directly or indirectly, in connection with the operation conduct of their business: any activity of the Company: (ai) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government officialForeign Government Official, candidate for public office, political party or political campaign, or any official of such party or campaign, for the purpose of (iA) influencing any act or decision of such government officialForeign Government Official, candidate, party or campaign or any official of such party or campaign, (iiB) inducing such government officialForeign Government Official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty, (iiiC) obtaining or retaining business for or with any person, (ivD) expediting or securing the performance of official acts of a routine nature, or (vE) otherwise securing any improper advantage, in each case, in violation of any applicable anticorruption or anti-bribery Law, ; (bii) paid, offered or agreed or promised to pay make or offer any bribe, payoff, influence payment, kickback, unlawful rebate, rebate or other similar unlawful payment of any nature, ; (ciii) made, offered or agreed or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures, ; (div) established or maintained any unlawful fund of corporate monies or other properties, ; (ev) created or caused the creation of any false or inaccurate books and records of the Company related to any of the foregoing, or ; or (fvi) otherwise violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-l§78dd-1, et seq.. (“FCPA”), the United Kingdom Bribery Act of 2010 (the “Bribery Act”) or any other applicable anti-corruption or anti-bribery Law. . (b) For purposes of this provisionSection 3.23, “government officialForeign Government Officialincludes means any officer or employee of a government Governmental Authority or any department, agency or instrumentality an Affiliate thereof (including wholly or partially owned enterprises or institutions), any sovereign wealth fund) or of a public international organization, or any person Person acting in an official capacity for or on behalf of any such government Governmental Authority or department, agency or instrumentalityan Affiliate thereof, or for or on behalf of any such public international organization, or any political party, party official, or candidate thereof.

Appears in 1 contract

Samples: Merger Agreement (Ellie Mae Inc)

Anti-Corruption and Anti-Bribery Laws. Neither None of the Company, nor, any of its the Company Subsidiaries, or any of their respective officers, directors or employeesemployees or, nor to the Knowledge of the Company’s Knowledge its agents, agents or representatives, consultantsin each case, or other persons associated with or acting for or on behalf of the Company, Company or any Company Subsidiary has, directly or indirectly, in connection with the operation of their business: (ai) made, offered or promised to make or offer any payment, loan or transfer of anything else of value, including any reward, advantage or benefit of any kind, value to or for the benefit of any government officialPerson (whether such person is a private party or an employee of a Governmental Authority, candidate for public office, political party or political campaign, campaign or member of a royal family) for the purpose of (iA) influencing any act or decision of such government official, candidate, party or campaignPerson, (iiB) inducing such government official, candidate, party Person to take or campaign to do or omit to do refrain from taking any act action in violation of a lawful duty, (iiiC) obtaining obtaining, retaining or retaining directing business for or with any personPerson, (ivD) expediting or securing the performance of official acts of a routine nature, or (vE) otherwise securing any improper business or regulatory advantage, in each case, in violation of any applicable anticorruption or anti-bribery Law, ; (bii) paid, offered or promised to pay or offer any other bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature, ; (ciii) made, offered or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures, ; (div) established or maintained any unlawful fund of corporate monies or other properties, ; (ev) created or caused the creation of any false or inaccurate books and records of the Company or of the Company Subsidiaries related to any of the foregoing, ; or (fvi) otherwise violated any provision of the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-lthe U.K. Xxxxxxx Xxx 0000, et seq.the Corruption of Foreign Public Officials Act (Canada), or any other applicable anti-corruption or anti-bribery Law. For purposes of this provision, “government official” includes any officer or employee of a government or any department, agency or instrumentality thereof (including wholly or partially owned enterprises or institutions), or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency or instrumentality, or for or on behalf of any such public international organizationlaw.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fuller H B Co)

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