ANTI CORRUPTION AND COMPLIANCE Sample Clauses

ANTI CORRUPTION AND COMPLIANCE. 28.1 It shall be a condition of this MSA that each Party shall at all times: 28.1.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption (“Relevant Requirements”); 28.1.2 have and shall maintain in place throughout the term of this agreement its own policies and procedures to ensure compliance with the Relevant Requirements, and will enforce them where appropriate; and 28.1.3 promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by a Party in connection with the performance of this MSA. 28.2 Neither Party shall do any act, or omit to do anything which would cause the other Party to commit an offence under the Relevant Requirements. 28.3 Each Party will indemnify the other against any loss or damage suffered or incurred by the other as a result of breach of clause 28. 28.4 Breach of clause 28 will constitute a material breach of this MSA. 28.5 This clause 28 shall apply to each Party regardless of the jurisdiction in which they are located or operating in.
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ANTI CORRUPTION AND COMPLIANCE. 28.1 It shall be a condition of this MSA that each Party shall at all times: 28.1.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption (“Relevant Requirements”); 28.1.2 have and shall maintain in place throughout the term of this agreement its own policies and procedures to ensure compliance with the Relevant Requirements, and to prevent breaches of the Requirements by its employees, agents, sub-contractors and suppliers and will enforce them where appropriate; and 28.1.3 promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by a Party in connection with the performance of this MSA. 28.2 Neither Party shall do any act, or omit to do anything which would cause the other Party to commit an offence under the Relevant Requirements. 28.3 Each Party will indemnify the other against any loss or damage suffered or incurred by the other as a result of breach of clause 28. 28.4 Breach of clause 28 will constitute a material breach of this MSA. 28.5 This clause 28 shall apply to each Party regardless of the jurisdiction in which they are located or operating in.
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ANTI CORRUPTION AND COMPLIANCE. 13.3.1 In performing their respective obligations hereunder, the Parties acknowledge that the corporate policies of Lilly and Athenex and their respective Affiliates require that each Party’s business be conducted within the letter and spirit of the law. By signing this Agreement, each Party agrees to conduct the business contemplated herein in a manner which is consistent with all Applicable Law, including the U.S. Foreign Corrupt Practices Act, good business ethics, and its ethics and other corporate policies, and to abide by the spirit of the other Party’s applicable ethics and compliance guidelines which may be provided by such other Party from time to time. Specifically, each Party agrees that it has not, and covenants that it, its Affiliates, and its and its Affiliates’ directors, employees, officers, and anyone acting on its behalf, will not, in connection with the performance of this Agreement, directly or indirectly, make, promise, authorize, ratify or offer to make, or take any action in furtherance of, any payment or transfer of anything of value for the purpose of influencing, inducing or rewarding any act, omission or decision to secure an improper advantage; or improperly assisting it in obtaining or retaining business for it or the other Party, or in any way with the purpose or effect of public or commercial bribery. 13.3.2 Each Party shall not contact, or otherwise knowingly meet with, any Government Official for the purpose of discussing activities arising out of or in connection with this Agreement, without the prior written approval of the other Party, except where such meeting is consistent with the purpose and terms of this Agreement and in compliance with Applicable Law. 13.3.3 Each Party represents that: (i) it has no impediment to enter into the transaction contemplated in this Agreement; and (ii) it is not (and Athenex represents and covenants that no third party engaged to perform services for the Study will be) excluded, debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for government programs. 13.3.4 Each Party represents and warrants that except as disclosed to the other in writing prior to the commencement of this Agreement: (1) it does not have any interest which directly or indirectly conflicts with its proper and ethical performance of this Agreement; (2) it shall maintain arm’s length relations with all Third Parties with which it deals for or on behalf of the other in performance of this A...
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ANTI CORRUPTION AND COMPLIANCE. Customer acknowledges and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Showpad's employees or agents in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Showpad of such violation. Each Party agrees to comply with applicable trade control laws and regulations. For US Government end users only: Customer acknowledges that Products and Services are “Commercial Item(s),” as that term is defined at 48 C.F.R. section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as the terms are used in 48 C.F.R. section 12.212 or 48 C.F.R. section 227.7202, as applicable.
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ANTI CORRUPTION AND COMPLIANCE. Customer acknowledges and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Topodium's employees or agents in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Topodium of such violation. Each Party agrees to comply with applicable trade control laws and regulations. For US Government end users only: Customers acknowledge that Products and Services are “Commercial Item(s),” as that term is defined at 48 C.F.R. section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as the terms are used in 48 C.F.R. section 12.212 or 48 C.F.R. section 227.7202, as applicable. Todium Group Master Service Agreement
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ANTI CORRUPTION AND COMPLIANCE. Customer acknowledges and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Topodium’s employees or agents in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Topodium of such violation. Each Party agrees to comply with applicable trade control
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ANTI CORRUPTION AND COMPLIANCE. 28.1 It shall be a condition of this MSA that each Party shall at all times comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti- corruption in Uganda; and shall maintain in place throughout the term of this MSA its own policies and procedures to ensure compliance with such Requirements; and will enforce them where appropriate; and promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by a Party in connection with the performance of this MSA. 28.2 Neither Party shall do any act or omit to do anything which would cause the other Party to commit an offence under the Requirements. 28.3 Each Party will indemnify the other against any loss or damage suffered or incurred by the other as a result of breach of clause 28. 28.4 Breach of clause 28 will constitute a material breach of this MSA. 28.5 This clause 28 shall apply to each Party regardless of the jurisdiction in which they are located or operating in.
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ANTI CORRUPTION AND COMPLIANCE. 18.1 It shall be a condition of this agreement that each party shall at all times comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption (the “Requirements” as defined in 18.6 below) and shall maintain in place throughout the term of this agreement its own policies and procedures to ensure compliance with such Requirements; and will enforce them where appropriate; and promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by a party in connection with the performance of this agreement. 18.2 Neither party shall do any act, or omit to do anything which would cause the other party to commit an offence under the Requirements. 18.3 Each party will indemnify the other against any loss or damage suffered or incurred by the other as a result of breach of clause 19. 18.4 Breach of clause 19 will constitute a material breach of this agreement. 18.5 This clause 19 shall apply to each Party regardless of the jurisdiction in which they are located or operating in. 18.6 The Requirements shall mean; 18.6.1 Xxxxxxx Xxx 0000 of the United Kingdom and the Foreign Corrupt Practices Act of the United States of America as amended and supplemented from time to time; and 18.6.2 any other applicable laws, statute and regulations (including any guidelines of any public body, or any other administrative requirement) which: (i) relate to anti-bribery and anti-corruption; and/or (ii) prohibit the conferring, receipt, offer, acceptance or request of any gift, payment or other benefit on any person or any officer, employee, agent or adviser of such person.
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ANTI CORRUPTION AND COMPLIANCE. Within the framework of its commercial dealings with MBCZ, the supplier is obligated to desist from all practices which may lead to penal liability due to fraud or embezzlement, insolvency crimes, crimes in violation of competition, guaranteeing advantages, acceptance of a benefit, bribery, acceptance of bribes or other corruption crimes on the part of persons employed by the supplier or other third parties. In the event of violation of the above, MBCZ has the right to immediately withdraw from or terminate all legal transactions existing with the supplier and the right to cancel all negotiations. The above notwithstanding, the supplier is obligatedto adhere to all laws and regulations applicable to both itself and the commercial relationship with MBCZ.
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Related to ANTI CORRUPTION AND COMPLIANCE

  • Anti-Corruption Compliance (a) Neither the Company nor its Subsidiaries, nor to the knowledge of the Company, any of their directors or officers, any of the Company or its Subsidiaries’ respective, employees, agents, Representatives or other Persons acting for or on behalf of the Company or any of its Subsidiaries has, in the past four (4) years: (i) made any bribe, influence payment, kickback, payoff, benefits or any other type of payment (whether tangible or intangible) that would be unlawful under any applicable anti-bribery or anticorruption (governmental or commercial) laws (including, for the avoidance of doubt, any guiding, detailing or implementing regulations), including Laws that prohibit the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any Government Official or commercial entity to obtain a business advantage such as Anti-Bribery Laws; (ii) been in violation of any Anti-Bribery Law, offered, paid, promised to pay, or authorized any payment or transfer of anything of value, directly or indirectly, to any person for the purpose of (A) influencing any act or decision of any Government Official in his official capacity, (B) inducing a Government Official to do or omit to do any act in relation to his lawful duty, (C) securing any improper advantage, (D) inducing a Government Official to influence or affect any act, decision or omission of any Governmental Authority, or (E) assisting the Company or any of its Subsidiaries, or any agent or any other Person acting for or on behalf of the Company or any of its Subsidiaries, in obtaining or retaining business for or with, or in directing business to, any Person; or (iii) accepted or received any contributions, payments, gifts, or expenditures that would be unlawful under any Anti-Bribery Law. (b) Each of the Company and its Subsidiaries has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material respects with the Anti-Bribery Laws. (c) As of the date hereof, to the knowledge of the Company, there are no current or pending internal investigations, or third-party investigations (including by any Governmental Authority), or internal or external audits, that address any material allegations or information concerning possible material violations of the Anti-Bribery Laws related to the Company or any of the Company’s Subsidiaries.

  • Anti-Corruption and Anti-Bribery Laws Neither the Company nor any of its subsidiaries nor any director, officer, or employee of the Company or any of its subsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made or taken any act in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the UK Xxxxxxx Xxx 0000, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

  • Compliance with Anti-Corruption Laws and Sanctions Maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

  • Anti-Bribery Compliance The Parties hereby acknowledge the importance of combating and preventing bribery and to that end both Parties agree to comply fully with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption.

  • Compliance with Anti-Corruption Laws Neither the Company nor any of its Controlled Entities or their respective affiliates, nor any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

  • Anti-Corruption The Recipient shall ensure that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines.

  • PREVENTION OF BRIBERY AND CORRUPTION ‌ 9.1 The Supplier shall not:‌ 9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ; 9.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and 9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916. 9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:‌ 9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and 9.2.2 paid commission or agreed to pay commission to the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and 9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract; 9.3 The Supplier shall: 9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; 9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9; 9.3.3 respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breach. 9.4 If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches: 9.4.1 this clause 9; or 9.4.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption). 9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against: 9.5.1 the amount of value of any such gift, consideration or commission; and 9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9. 9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.

  • Anticorruption (a) No Company Representative has in the past three years violated any Anticorruption Laws, nor has the Company, any Subsidiary of the Company nor any Company Representative 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, to any Government Official or to any Person under circumstances where the Company, any Subsidiary of the Company or the Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a Person: (1) for the purpose of: (i) influencing any act or decision of a Government Official in their official capacity; (ii) inducing a Government Official to do or omit to do any act in violation of their lawful duties; (iii) securing any improper advantage; (iv) inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or (v) assisting the Company, any Subsidiary of the Company, or any Company Representative in obtaining or retaining business for or with, or directing business to, the Company, a Subsidiary of the Company, or any Company Representative; (2) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. For the avoidance of doubt, any rebates or other incentives offered to business partners of the Company and paid to business partners by the Company when certain thresholds (such as, by way of example, total amounts of products purchased by such business partners in a given period) are achieved do not breach Anticorruption Laws, and all such payments have been properly recorded in the books and records, including the financial statements of the Company. (b) Neither the Company nor any Subsidiary of the Company has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Entity or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. None of the Company, any Subsidiary of the Company, or any Company Representative has received any notice, request, or citation for any actual or potential noncompliance with any of the foregoing. (c) No Officer or employee of the Company or any Subsidiary of the Company is a Government Official. (d) No Government Official or Governmental Entity presently owns a direct interest in the Company or any Subsidiary of the Company or has any legal or beneficial interest in the Company or any Subsidiary of the Company or to payments made to the Company by the Purchaser hereunder. (e) The Company and each Subsidiary of the Company have maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties, and Government Officials in accordance with generally accepted accounting principles of Japan. (f) The Company is not, and has not been, in conflict with or in violation or breach of or in default under (i) the Foreign Corrupt Practices Act, (ii) the UK Bribery Act or (iii) any internal policies or regulations relating thereto, and the Company has not received any Claims or notices alleging any such conflict, violation, breach or default. There are, and has been, no corruption issues relating to the Company, including facilitation payments, and, to the Knowledge of the Seller Group, no threats of the occurrence thereof. The Company does not conduct business in any of the following countries or areas: the Balkans, Belarus, Cote d’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, the Republic of the Sudan, the Republic of South Sudan, Syria or Zimbabwe. The Company is not conducting, and has not conducted, business with any individuals on the Specially Designated Nations List, and having conducted reasonably sufficient due diligence, has no reason to believe that it is or could unknowingly be conducting business with any such individuals. The Company does not, and has not supported any boycott not sanctioned by the U.S. government.

  • Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations In order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties hereto agrees to provide to the Indenture Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Indenture Trustee to comply with applicable law.

  • Anti-Bribery and Anti-Corruption Laws (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

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