Anti-Corruption / Anti-Bribery. Without limiting the generality of the first sentence of Section 15.1, Supplier represents, warrants and covenants to Newmont, as of the Effective Date and the date that each invoice is submitted to Newmont, that in carrying out its responsibilities, neither Supplier, nor any of its equity holders, beneficial owners, partners, officers, directors, employees, agents, or representatives shall, directly or indirectly, offer, pay, promise to pay, or authorize the payment of any money, or offer, give, promise to give, or authorize the giving of anything of value: (A) to (I) any official or employee of any government, or any department, agency, or instrumentality thereof, (II) any political party or official thereof, or any candidate for political office, (III) any official or employee of any public international organization, or (IV) any person acting in an official capacity for or on behalf of such government, department, agency, instrumentality, party, or public international organization, in each case for the purpose of influencing any act or decision of such party, or of such official, employee or candidate in his official capacity, or inducing such official, employee, party or candidate to do or omit to do any act in violation of the lawful duty of such official, employee, party or candidate, or securing any improper advantage, or inducing such official, employee, party or candidate to use his or its influence with a government or instrumentality thereof to improperly or illegally affect or influence any act or decision of such government or instrumentality; or (B) to an officer, employee, agent, or representative of another company or organization, with the intent to influence or reward the recipient’s action(s) with respect to his/her company’s or organization’s business, or to gain a commercial benefit to the detriment of the recipient’s company or organization, or to induce or reward the improper performance of the recipient’s duties.
Anti-Corruption / Anti-Bribery. In addition, the Parties shall:
i) comply with all applicable country laws relating to anticorruption or anti-bribery, including but not limited to legislation implementing the Organization for Economic Co-operation and Development “Convention on Combating Bribery of Foreign Public Officials in International Business Transactions”, or other anti-corruption/anti-bribery convention, the Foreign Corrupt Practices Act as amended (FCPA) (15 U.S.C. §§78dd-1, et. seq.), whether either Party is within the jurisdiction of the United States; and
ii) neither directly nor indirectly, pay, offer, give, or promise to or give, anything of value received from a Party to a non-U.S. public official or any person in violation of the FCPA and/or any applicable country laws relating to anti-corruption or anti-bribery.
Anti-Corruption / Anti-Bribery. Company will not make or permit to be made any improper payments and will comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Organization for Economic Co-operation and Development (“OECD”) Convention on Anti-Bribery, and other applicable local anti-bribery laws and international anti- bribery standards. Company represents and warrants that it will not pay any commission, finder's fee, or referral fee, or make any political contribution, to any person in connection with activities on behalf of NetAlly.
Anti-Corruption / Anti-Bribery. (a) Neither Party nor any of their respective subsidiaries, nor, to the knowledge of such Party, any director, officer, partner, member, agent, or employee of such Party or any of its Affiliates has in respect of the Assets: (i) engaged in any violation of the U.S. Foreign Corrupt Practices Act, sections 119 – 125 and 426 of the Criminal Code of Canada, the Corruption of Foreign Public Officials Act (Canada) or any other Applicable Laws relating to corruption, or (ii) directly or indirectly, paid, offered or promised to pay, or authorized payment of, any monies or any other type of value to any government official or employee (including officers and employees of government-owned or controlled entities) or any political party, political party official or candidate for political office (collectively, “Proscribed Recipient”) for the purpose of (a) influencing any act or decision of such Proscribed Recipient, (b) inducing such Proscribed Recipient to do or omit to do any act in violation of the lawful duty of such Proscribed Recipient, (c) securing any improper advantage, or (d) inducing such Proscribed Recipient to use his, her or its influence with a Governmental Authority or instrumentality thereof to affect or influence any act or decision of such Governmental Authority or instrumentality, to obtain or retain business for or with, or direct business to, any Person.
(b) Each Party or their ultimate parent company maintains a system of internal accounting controls, as required by the U.S. Foreign Corrupt Practices Act designed for the following purposes: (i) to ensure that books and records are reasonably detailed and accurate; and (ii) to prevent and detect potential violations of the U.S. Foreign Corrupt Practices Act and any other Applicable Laws relating to corruption.
Anti-Corruption / Anti-Bribery. 27.1 Each Party represents and warrants to the other Party that it is in compliance with the laws of Singapore, including all anti-corruption and anti-bribery laws, and will remain in compliance with all such laws during the term of this Agreement. Each Party further represents and warrants that it has not made, authorised or offered to make payments, gifts or other transfers of value, directly or indirectly, to any government official or private person in order to (1) improperly influence any act, decision or failure to act by that official or person in his or its decision, or to gain any other advantage for such Party in connection with this Agreement, (2) improperly induce that official or person to use his or her influence with a government or business entity to affect any act or decision by such government or entity in his or its decision, or to gain any other advantage for such Party in connection with this Agreement or (3) secure any improper advantage in connection with this Agreement.
27.2 Each Party agrees that should it learn or have reason to know of any payment, gift or other transfer of value, directly or indirectly, to any government official or private person that would violate any anti-corruption or anti-bribery law, it shall immediately disclose such activity to the other Party. If, after consultation by all Parties to the Agreement, any concern cannot be resolved in the good faith, then either Party, on written notice to the other Party, may withdraw from or terminate this Agreement.
27.3 Each Party shall ensure that it:
(i) maintains true and correct records in connection with this Agreement;
(ii) permits and assists any third-party agent appointed by the other Party during the term of this Agreement, to audit any and all of its records relating to this Agreement for the purpose of determining if there has been compliance with this Agreement.
(i) notify the other Party of its intent by way of not less than seven (7) days prior written notice;
(ii) ensure that such audit takes place only during normal business hours with no or minimal disruption to the operations of the other party; and
(iii) solely responsible for any cost and expense relating to, arising out of or in connection with such audit.
27.4 Each Party will comply with all reasonable requests of the other Party with respect to protecting Personal Data about the Party's employees and contractors, customers, suppliers, and others the receiving Party receives in connection with it...
Anti-Corruption / Anti-Bribery. Manufacturer acknowledges that Company and its employees, officers, directors, agents, and representatives are subject to: (a) the United States Foreign Corrupt Practices Act (as may be amended from time to time); and (b) the U.K. Bribery Act (collectively, the “Acts”) and that, accordingly, all of Manufacturer’s activities under or in connection with this Agreement are subject to the requirements of the Acts. Manufacturer agrees to comply with the Acts, and any other applicable anti-corruption and anti-bribery laws. In connection with this Agreement and any related agreement or activity, Manufacturer agrees that no payments of money or anything of value have been or will be corruptly offered, promised, paid, authorized, solicited, or received, directly or indirectly, to or from any person, including any Government Official: (i) to influence any official act or decision of a Government Official; (ii) to induce a Government Official to do or omit to do any act in violation of a lawful duty; (iii) to induce a Government Official to influence the act or decision of a government, agency, ministry or instrumentality thereof; (iv) to secure any improper business advantage; (v) to obtain or retain business in any way related to Company or any of its Subsidiaries; or (vi) that would otherwise constitute a bribe, kickback, or other improper or illegal payment or benefit. Items of value may include gifts, favors, meals, entertainment, job offers, and travel. Manufacturer must not use product or service discounts, equipment loans, marketing funds, or other business activity to disguise an improper payment. Manufacturer also must not use other entities to make or offer payments that they are not permitted to make or offer directly.
Anti-Corruption / Anti-Bribery. Neither of Sellers (in connection with the Companies and/or with the BPC Business), nor, to the Knowledge of Sellers, an officer, an employee or other agent of Person authorized to act on behalf of the Companies has:
(i) used or promised to use, directly or indirectly, any funds for any unlawful contribution, gift, entertainment or other unlawful payment to a member of a Governmental Authority, any foreign or domestic government official or employee, or any political party, party official, political candidate or official of any public international organization;
(ii) made, paid, gave, authorized (tacitly or otherwise), offered, accepted or promised to make any payment or gift to confer any financial or other advantage or to transfer anything of value (whether directly, indirectly or through a third party) to or for the use or benefit of any Person, including, for the avoidance of doubt, third parties, in all such cases with the intention of unlawfully influencing to obtain or retain business or business advantage; or
(iii) made, authorized, offered, accepted, tolerated or promised to make any bribe, facilitation payment, rebate, payoff, influence payment or kickback or has taken any other actions that would violate: (a) any Applicable Laws that relate to bribery or corruption, including the anti-corruption or anti-money laundering Applicable Laws of Brazil; or (b) the OECD Convention of Combating Bribery of Foreign Public Officials in International Business Transactions, the United Nations Convention Against Corruption.
Anti-Corruption / Anti-Bribery. Such Committer and its Affiliates, and to such Committer’s knowledge, any director, officer, employee, agent or consultant of such Committer or its Affiliates (in each case acting in its, his or her capacity as such), has not engaged in Anti-Corruption Prohibited Activity. No civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation or investigation, proceeding or demand letter in respect of the Anti-Corruption Laws, Anti-Money Laundering Laws, or sanctions, is pending against such Committer, any such Affiliate or any such other Person (acting in its, his or her capacity as such), nor, to the knowledge of such Committer, is threatened.
Anti-Corruption / Anti-Bribery. The Borrower and the Guarantor, their respective Subsidiaries and (to the knowledge of the Borrower) the directors, officers, employees and agents of the Borrower, the Guarantor and their respective Subsidiaries have conducted their business in compliance in all material respects with all applicable anti-corruption and anti-bribery laws, rules and regulations of each jurisdiction applicable to the Borrower and the Guarantor and their respective Subsidiaries, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
Anti-Corruption / Anti-Bribery. The Borrower shall, shall ensure that the Guarantor shall, and shall ensure that each of their respective Subsidiaries will conduct its business in compliance in all material respects with all applicable anti-corruption and anti-bribery laws, rules and regulations of each jurisdiction applicable to the Borrower and the Guarantor and their respective Subsidiaries.
