Anti-Corruption and Trade Sanctions. Except for such matters as have not, since February 1, 2013, resulted in, and would not reasonably be expected to result in, a material Liability to or obligation of the Company and its Subsidiaries, taken as a whole:
(a) The Company and its Subsidiaries have developed and implemented a compliance program that includes corporate policies and procedures designed to ensure compliance with the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.) (the “Foreign Corrupt Practices Act”) and all other applicable foreign or domestic anti-Corruption or anti-Bribery Laws of similar import (collectively, “Anti-Corruption and Anti-Bribery Laws”), and any regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). The Company and its Subsidiaries, directors and officers and, to the Knowledge of the Company, its employees, agents and other Representatives acting on behalf of the Company or its Subsidiaries, have complied with the Foreign Corrupt Practices Act, applicable foreign or domestic Anti-Corruption and Anti-Bribery Laws, as well as OFAC regulations, in each case, in all material respects.
(b) In connection with the Company’s and its Subsidiaries’ compliance with all Anti-Corruption and Anti-Bribery Laws, there have been no voluntary disclosures under any Anti-Corruption and Anti-Bribery Laws.
(c) The Company and its Subsidiaries, directors, officers and, to the Knowledge of the Company, its employees, agents and other Representatives acting on behalf of the Company or its Subsidiaries, are not “specially designated nationals” or “blocked persons,” nor are they otherwise acting in any material violation of Law regarding trade sanctions, including OFAC regulations.
(d) No Governmental Authority has notified the Company or any of its Subsidiaries of any actual or alleged violation or breach of any applicable foreign or domestic Anti-Corruption and Anti-Bribery Laws.
(e) Neither the Company nor any of its Subsidiaries has undergone or is undergoing any audit, review, inspection, investigation, survey or examination of records, in each case conducted by a Governmental Authority and relating to the Company’s or its Subsidiaries’ compliance with any Anti-Corruption and Anti-Bribery Laws, and to the Company’s Knowledge, there is no basis for any such audit, inspection, investigation, survey or examination of records by a Governmental Authority.
(f) Neither the Company nor any of its Subsidiaries has bee...
Anti-Corruption and Trade Sanctions. Except for such matters as have not, since February 1, 2013, resulted in, and would not reasonably be expected to result in, a material Liability to or obligation of Parent and its Subsidiaries, taken as a whole:
(a) Parent and its Subsidiaries, directors, officers and, to the Knowledge of Parent, its employees, agents and other Representatives acting on behalf of Parent or its Subsidiaries, are not “specially designated nationals” or “blocked persons,” nor are they otherwise acting in any material violation of Law regarding trade sanctions, including OFAC regulations.
(b) Neither Parent nor any of its Subsidiaries has been or is now under any administrative, civil or criminal charge or indictment or, to Parent’s Knowledge, investigation or internal investigation, based on an allegation of noncompliance, or alleging noncompliance with any Anti-Corruption and Anti-Bribery Laws, nor, to Parent’s Knowledge, is there any basis for any such charge, indictment or investigation.
(c) Neither Parent nor any of its Subsidiaries has been or is now a party to any administrative or civil litigation alleging noncompliance with any Anti-Corruption and Anti-Bribery Laws, nor to Parent’s Knowledge, is there any basis for any such proceeding.
(d) Neither Parent nor any of its Subsidiaries nor their respective directors, officers or, to the Knowledge of Parent, Affiliates, employees, any agents or other Representatives acting on behalf of any of the foregoing have directly or indirectly:
(i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity;
(ii) offered, promised, paid or delivered any fee, commission or other sum of money or anything of value, however characterized, to any finder, agent or other party acting on behalf of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, that was illegal under any Anti-Corruption and Anti-Bribery Laws; or
(iii) taken any action or made any omission in material violation of the United States, 18 USC 1956 and 1957, the USA PATRIOT Act, and its implementing regulations, 31 USC 5311, et seq. and 31 CFR Chapter X.
Anti-Corruption and Trade Sanctions. (a) Except as has not resulted in or would not reasonably be expected to result in a Material Adverse Effect on Theta, none of Theta, any Theta Subsidiary, any of their respective officers, directors or employees or any investment banker, attorney, accountant or other advisor or representative (each, a "Representative"), or to the knowledge of Theta, any of its suppliers, distributors, licensees or agents, or any other Person acting on behalf of Theta or any Theta Subsidiaries, directly or indirectly, has (i) made or received any payments in violation of any applicable Law, including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Entity where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under applicable Law (any such payment, a "Prohibited Payment"); (ii) provided or received any product or services in violation of any applicable Law; or (iii) been subject to any investigation by any Governmental Entity with regard to any Prohibited Payment.
(b) Theta and the Theta Subsidiaries are, and for the previous two (2) years have been, in compliance with applicable United States, European and foreign export control laws and regulations, except for such non-compliance that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Theta. None of Theta, any Theta Subsidiary, or to the knowledge of Theta, any of their officers, directors or agents (x) has been or is designated on a list maintained by any applicable sanctions authority, including, where applicable, the List of Specially Designated Nationals and Blocked Persons maintained by the United States Department of Treasury Office of Foreign Assets Control ("OFAC") and similar lists maintained by the United Nations Security Council, the European Union, and Her Majesty's Treasury or (y) has participated in the past five (5) years in any unauthorized or unlawful transaction involving such a designated person or entity or involving any country that is subject to territorial sanctions administered by any applicable sanctions authority, including, where applicable, OFAC, the United Nations Security Council, the European Union, and Her Majesty's Treasury. Without limiting the foregoing, to the knowledge of Theta, there are n...
Anti-Corruption and Trade Sanctions. Except for such matters as have not, since January 1, 2014, resulted in, and would not reasonably be expected to result in, a material liability to or obligation of FHC Wisconsin and its Subsidiaries, taken as a whole:
(a) FHC Wisconsin and its Subsidiaries have developed and implemented a compliance program that includes corporate policies and procedures reasonably designed to ensure compliance with the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.) (the “Foreign Corrupt Practices Act”) and other applicable foreign or domestic anti-corruption or anti-bribery Laws of similar import (collectively, “Anti-Corruption and Anti-Bribery Laws”), and any regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). FHC Wisconsin and its Subsidiaries, directors, officers and employees, and, to the Knowledge of FHC Wisconsin, its agents and other Representatives acting on behalf of FHC Wisconsin or its Subsidiaries, have complied with applicable Anti-Corruption and Anti-Bribery Laws, as well as OFAC regulations.
(b) In connection with FHC Wisconsin’s and its Subsidiaries’ compliance with the Foreign Corrupt Practices Act, there have been no voluntary disclosures under the Foreign Corrupt Practices Act.
(c) FHC Wisconsin and its Subsidiaries, directors, officers and employees, and, to the Knowledge of FHC Wisconsin, its agents and other Representatives acting on behalf of FHC Wisconsin or its Subsidiaries, are not “specially designated nationals” or “blocked persons,” nor are they otherwise acting in any material violation of Law regarding trade sanctions, including OFAC regulations.
(d) No Governmental Entity has notified FHC Wisconsin or any of its Subsidiaries in writing of any actual or alleged violation or breach of any applicable foreign or domestic Anti-Corruption and Anti-Bribery Laws.
(e) Neither FHC Wisconsin nor any of its Subsidiaries has undergone or is undergoing any audit, review, inspection, investigation, survey or examination of records, in each case conducted by a Governmental Entity and relating to FHC Wisconsin’s or its Subsidiaries’ compliance with the Foreign Corrupt Practices Act.
(f) Neither FHC Wisconsin nor any of its Subsidiaries has been or is now under any administrative, civil or criminal charge or indictment or, to FHC Wisconsin’s Knowledge, investigation, alleging noncompliance with the Foreign Corrupt Practices Act.
(g) Neither FHC Wisconsin nor any of its Subsid...
Anti-Corruption and Trade Sanctions. (a) None of Seller, any of its Subsidiaries, the Shareholder, nor to the Knowledge of Seller, any other Person acting on any of their behalf, has, at any time, directly or indirectly (i) made or authorized any offer, gift, bribe, rebate, payoff, kickback, or other payment or promise of, any money or anything else of value, or provided any benefit, to (A) any governmental official or other governmental employee or agent (domestic or foreign) to induce the recipient or the recipient’s employer to do business with, grant favorable treatment to or compromise or forego any claim against Seller or (B) any Person that was unlawful under any applicable Laws or (ii) made any payment to or conferred any benefit on any Person to promote or retain sales or to help, procure or maintain good relations with suppliers that such Person knew or reasonably should have known to be a violation of Law or of the employee code of conduct of the employer of such Person. Seller and its Subsidiaries are and at all times have been in compliance with the United States Foreign Corruption Practices Act of 1977, as amended, and all other applicable Laws of similar effect, including all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.
(b) None of Seller, any of its Subsidiaries, the Shareholder, nor to the Knowledge of Seller, any other Person acting on any of their behalf, has, at any time, (i) directly or indirectly, acted in contravention of any United States or international Laws, including anti-money laundering and anti-terrorism Laws, (ii) been included on the List of Specially Designated Nationals and Blocked Persons maintained by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”), (iii) resided or had places of business in a country or territory named on an OFAC list or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, or whose funds are transferred from or through such a jurisdiction, (iv) resided in or been organized under the Laws of, or whose funds are transferred from or through, a jurisdiction or transferred from or through a financial institution (A) designated by the Secretary of the Treasury or Financial Crimes Enforcement Network as warranting special measures due to money laundering concerns or (B) covered by or subject to sanctions under the International Emergency Economic Powers Act, the Trading With...
