Anti-Corruption and Trade Compliance i. Each party to this Agreement warrants that none of its employees, agents, officers or other members of its management are officials, officers, agents, or representatives of any government or international public organization. Each party to this Agreement further agrees that it shall not make any payment, either directly or indirectly through agents or otherwise, of money, assets, or anything of value, including the compensation derived from this Agreement, to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing where such payment would constitute a violation of any Applicable Laws, whether by LONZA, MODERNA, or any other party.
ii. Each Party to this Agreement shall comply with all applicable laws relating to the import, export, reexport, and transfer of items and technologies subject to the Scope of Work of this Agreement, including without limitation the U.S. Export Administration Regulations of the Bureau of Industry and Security of the U.S. Department of Commerce, the U.S. economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the import and customs laws of the United States, and all trade laws of any other Governmental Authority of competent jurisdiction.
iii. None of the Parties to this Agreement, including their respective Affiliates, nor any Person or entity acting on behalf of any of the foregoing, (a) is currently the subject or the target of any Sanctions, (b) is located, organized or resident in a country, territory or geographical region that is
Anti-Corruption and Trade Compliance. Company, on behalf of itself and its Affiliates, represents and warrants that it and they have not engaged in, and covenants that it and they will refrain from, offering, promising, paying, giving, authorizing the paying or giving of, soliciting, or accepting money or anything of value, including cash or a cash equivalent (including “grease”, “expediting” or facilitation payments), discounts, rebates, gifts, meals, entertainment, hospitality, use of materials, facilities or equipment, transportation, lodging, or promise of future employment (“Anything of Value”), directly or indirectly, to or from: (i) (1) any official or employee of any multinational, national, regional, territorial, provincial or local government in any country, including any official or employee of any government department, agency, commission, or division; (2) any official or employee of any government-owned or -controlled enterprise; (3) any official or employee of any public educational, scientific, or research institution; (4) any political party or official or employee of a political party; (5) any candidate for public office; (6) any official or employee of a public international organization; or (7) any person acting on behalf of or any relatives, family, or household members of any of those listed above (collectively, “Government Official”) to (a) influence any act or decision of a Government Official in his or her official capacity,
Anti-Corruption and Trade Compliance. The Business and each of its respective officers, directors, employees, and, to the Knowledge of Sellers, agents, distributors, and other individuals or entities acting for or on behalf of the Business (collectively, the “Relevant Persons”) have not directly or indirectly violated or taken any act in furtherance of violating any provision of the U.S. Foreign Corrupt Practices Act of 1977 (as amended) or any other anti-corruption or anti-bribery laws or regulations applicable to the Business. To the Knowledge of Sellers, the Relevant Persons have not in the course of their actions for, or on behalf of, the Business engaged directly or indirectly in transactions prohibited by any law administered by the U.S. Treasury Department Office of Foreign Assets Control, or by any other applicable economic or trade sanctions law.
Anti-Corruption and Trade Compliance. Ambassador shall comply with all applicable federal, state, and local laws and ordinances now or hereafter enacted governing Ambassador’s performance under the Agreement, including: (a) data protection laws; (b) employment, tax, immigration, benefits, and workers’ compensation laws; and (c) international anti-corruption laws, such as the Foreign Corrupt Practices Act 15 U.S.C. § 78dd-1, et seq. and the United Kingdom Bribery Act. Ambassador will not make payments or transfers of anything of value that have the purpose or effect of public or commercial bribery, acceptance of or acquiescence to extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage.
Anti-Corruption and Trade Compliance. (a) The Company Group and their respective directors, officers, employees, agents or other Persons acting on behalf of any Company Group or their Affiliates have not taken, or failed to take, any action, directly or indirectly, that would result in a violation of any applicable Trade Law that would reasonably be expected to result in any material liability to the Company Group.
(b) At all times since January 1, 2015, the Company Group has instituted, maintained and adhered to procedures adequately designed to ensure, and which are reasonably expected to continue to ensure, compliance in all material respects with all applicable Trade Laws.
(c) There is no, and since January 1, 2015 there has been no, Action, internal investigation, self-disclosure, audit or internal report, or to the Knowledge of Parent, third party investigation (including by any Governmental Authority), external audit, or external report, that addresses any allegation or information concerning actual or possible violations of any applicable Trade Law that would reasonably be expected to result in any material liability to the Company Group.
(d) There is no pending or, to the Knowledge of Parent, threatened, investigation, inquiry or enforcement proceeding by any Governmental Authority, and, to the Knowledge of Parent, there are no circumstances likely to give rise to an investigation, inquiry or enforcement proceeding by any Governmental Authority relating to actual or possible violations of any applicable Trade Law that would reasonably be expected to result in any material liability to the Company Group.
(e) Since January 1, 2015, none of the Company Group has applied for, obtained or been denied a general or specific license from the U.S. Department of the Treasury’s Office of Foreign Assets Control, U.S. Department of Commerce’s Bureau of Industry and Security, U.S. Department of State’s Directorate of Defense Trade Controls or any similar United States or foreign Governmental Authority relating to any applicable Trade Law.
(f) Except as set forth on Schedule 3.21(f), none of the Company Group manufactures or exports, and has not over the past 5 years manufactured or exported, defense articles or defense services.
(g) Since January 1, 2015, none of the Company Group has been involved in any transaction, directly or indirectly (including through a distributor or other third-party), with PJSC Gazprom, a Russian public joint stock company, or any of its Affiliates (including any predece...
Anti-Corruption and Trade Compliance. Each of the Company and the Subsidiaries, and any of their respective officers, directors, and employees, and to the knowledge of the Company, any agent or other third party acting on behalf of the Company or any of the Subsidiaries is, and has been since January 1, 2018, in compliance with all applicable Anti-Corruption Laws and Global Trade Laws. None of the Company, the Subsidiaries, their respective officers, directors, or employees, nor to the knowledge of the Company any agent or other third party acting on behalf of the Company or any of the Subsidiaries has, since January 1, 2018, directly or knowingly indirectly (a) offered, promised, provided, or authorized the provision of any money, property, or other thing of value to any Person to improperly influence official action or secure an improper advantage in violation of any Anti-Corruption Law; (b) been a Restricted Party, (c) engaged in any dealings or transactions with any Restricted Party or (d) otherwise violated any Global Trade Laws. Since January 1, 2018, there has been no pending or, to the knowledge of the Company, threatened notice, inquiry, internal or external allegation, or any claims against the Company or any of the Subsidiaries with respect to potential violations or wrongdoing related to any applicable Anti-Corruption Laws or Global Trade Laws.
