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.
Appears in 4 contracts
Samples: Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Holding LTD)
Anti-Corruption Compliance. 2.3.1 Each Shareholder shall not, and shall procure that its Affiliates shall not, and shall use its reasonable endeavours to procure that their respective Agents shall not, in connection with this Agreement or the Business:
(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 paymentpay, offer, promise promise, give or authorization of the payment or transfer of anything of value (including gifts or entertainment)authorize, directly or indirectly, the payment of money or anything of value to a Government Official (or any other person at a Government Official’s request or with their assent or acquiescence) intending to:
(i) influence a Government Official in his official capacity in order to assist a Group Company, a Shareholder or any person in obtaining or retaining business or a business advantage, or in directing business to any third party;
(ii) secure an improper advantage;
(iii) induce any such Government Official to use his influence to affect or commercial entity influence any act, omission or decision of a Government Entity in order to assist a Group Company, the Shareholders or any other person in obtaining or retaining business, or in directing business to any third party; or
(iv) provide an unlawful personal gain or benefit, of financial or other value, to any such Government Official; or
(b) otherwise, make any bribe, payoff, influence payment, kickback or other unlawful payment to any person, regardless of the form, whether in money, property or services, to obtain a or retain business or to obtain any improper advantage such as for any Group Company.
2.3.2 The Company acknowledges that it is required to comply with applicable Anti-Bribery Laws and Sanctions Laws; . The Company shall, and shall procure that each other Group Company shall, and shall use its reasonable endeavours to procure that their respective Agents shall:
(iia) been in violation of not take any Anti-Bribery Law, offered, paid, promised to pay, or authorized any payment or transfer of anything of valueaction, directly or indirectly, which would, or might reasonably be expected to, expose any Shareholder or any of its Affiliates to an offence for violation of any applicable Anti-Bribery Laws or Sanctions Laws;
(b) in connection with this Agreement or the Business, not:
(i) pay, offer, promise, give or authorize, directly or indirectly, the payment of money or anything of value to a Government Official (or any other person for the purpose of at a Government Official’s request or with their assent or acquiescence) intending to:
(A) influencing any act or decision of any influence a Government Official in his official capacitycapacity in order to assist a Group Company, (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 Shareholder 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, person in obtaining or retaining business for or witha business advantage, or in directing business toto any third party;
(B) secure an improper advantage;
(C) induce any such Government Official to use his influence to affect or influence any act, omission or decision of a Government Entity in order to assist a Group Company, the Shareholders or any Person; other person in obtaining or (iii) accepted or received any contributions, payments, giftsretaining business, or expenditures that would be unlawful under in directing business to any Anti-Bribery Law.third party; or
(bD) Each provide an unlawful personal gain or benefit, of financial or other value, to any such Government Official; or
(ii) otherwise, make any bribe, payoff, influence payment, kickback or other unlawful payment to any person, regardless of the Company and its Subsidiaries has instituted and maintains policies and procedures reasonably designed form, whether in money, property or services, to ensure compliance in all material respects with the Anti-Bribery Laws.obtain or retain business or to obtain any improper advantage for any Group Company;
(c) As adopt such accounting standards and procedures as are necessary to ensure that each Group Company makes and keeps books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and disposition of the date hereofassets of such Group Company;
(d) adopt and maintain a system of internal accounting controls sufficient to ensure that: (i) no off-the books accounts are maintained; (ii) assets are used only in accordance with management directives; (iii) the integrity of financial statements is maintained; (iv) transactions are recorded as necessary to permit each Group Company’s auditor to prepare or appropriately review financial statements in conformity with generally accepted accounting principles in its jurisdiction of organization and to maintain accountability for assets; (v) access to assets is permitted only in accordance with the general or specific authorization of such Group Company’s management, acting in their legitimate capacity as such; (vi) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to the knowledge of the Company, any differences; and (vii) there are no current or pending internal investigations, or third-party investigations (including by any Governmental Authority), or internal or external audits, reasonable assurances that address any material allegations or information concerning possible material violations of the applicable Anti-Bribery Laws related and Sanctions Laws will be prevented, detected and deterred; and
(e) take all appropriate action to cause each Group Company to adopt and implement the Company or any of the Company’s SubsidiariesGovernance Policies.
Appears in 3 contracts
Samples: Shareholder Agreements (Mondelez International, Inc.), Shareholder Agreements (Mondelez International, Inc.), Shareholder Agreement (Mondelez International, Inc.)
Anti-Corruption Compliance. (a) Neither the Company nor i. Consultant and its Subsidiariesaffiliates, nor to the knowledge of the Companysubsidiaries, any of their directors or directors, officers, any of the Company or its Subsidiaries’ respective, employees, agents, Representatives consultants, and all other persons acting on its behalf shall at all times comply with (1) ChromaDex’s Corporate Code of Business conduct and Ethics, (2) the U.S. Foreign Corrupt Practices Act, as amended, and the rules and regulations thereunder, and (3) any other applicable anti-corruption laws (collectively, the “Anti-Corruption Laws”).
ii. In connection with any aspect of this Agreement or any other Persons acting for or on behalf of the Company or transaction involving ChromaDex, neither Consultant nor any of its Subsidiaries hasaffiliates, in the past four (4) years: (i) made subsidiaries, directors, officers, employees, agents, consultants, or other persons acting on its behalf shall take 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)action, directly or indirectly, that may result in a violation of the Anti-Corruption Laws by Consultant or ChromaDex, including, without limitation, by making, offering, authorizing, or promising any payment, contribution, gift, business courtesy, bribe, rebate, kickback, or any other thing of value, regardless of form or amount, to any Government Official (a) foreign or commercial entity domestic government official or employee, (b) employee of a foreign or domestic government owned or government-controlled entity, (c) foreign or domestic political party, political official, or candidate for political office, or (d) any officer or employee of a public international organization, to obtain a business competitive advantage such as Anti-Bribery Laws; (ii) been in violation of for any Anti-Bribery Law, offered, paid, promised party or 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, receive favorable treatment in obtaining or retaining business for business. Should Consultant learn or withhave reason to know that conduct has or may have occurred in violation of this provision, it will immediately notify ChromaDex.
iii. At ChromaDex’s request, Consultant and any of its affiliates, subsidiaries, directors, officers, or employees that perform tasks pursuant to this Agreement will certify in directing business to, any Person; writing that they have not engaged in conduct in violation of parts i or (iii) accepted ii of this Section.
iv. No rights or received any contributions, payments, giftsobligations of, or expenditures services to be rendered by, Consultant under this Agreement shall be assigned, transferred, or subcontracted to any third party without the prior written consent of ChromaDex. In no event shall ChromaDex be obligated under this Agreement to take any action or omit to take any action that it believes, in good faith, 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 cause it to ensure compliance in all material respects with violate the Anti-Bribery Corruption Laws.
(c) As v. ChromaDex or a third party of its choosing shall have the date hereofright to access, review, and audit the books, records, and accounts of Consultant and any of its affiliates and subsidiaries, to the knowledge of the Companyextent that they are relevant to this Agreement or any other transaction involving ChromaDex. Such access, there are no current or pending internal investigationsaudit, or third-party investigations (including by any Governmental Authority)and review shall be reasonable as to scope, or internal or external auditsplace, that address any material allegations or information concerning possible material violations of the Anti-Bribery Laws related to the Company or date, and time.
vi. If Consultant breaches any of the Company’s Subsidiariesparts of this Agreement, ChromaDex may terminate this Agreement without penalty upon service of written notice upon Consultant.
Appears in 3 contracts
Samples: Consultant Agreement (ChromaDex Corp.), Executive Employment Agreement (ChromaDex Corp.), Consultant Agreement (ChromaDex Corp.)
Anti-Corruption Compliance. (a) Neither the Company nor its Subsidiaries, nor any of their directors or officers, nor to the knowledge of the Company, any of their directors or officers, any of the Company or its Subsidiaries’ respective, 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 LawLaws, 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 or her official capacity, (B) inducing a Government Official to do or omit to do any act in relation to his or her 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 LawLaws.
(b) Each of the Company and its Subsidiaries 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 or, to the knowledge of the Company, any third-party investigations (including by any Governmental Authority), or internal or external audits, 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.
Appears in 3 contracts
Samples: Business Combination Agreement (Bukit Jalil Global Acquisition 1 Ltd.), Business Combination Agreement (Bridgetown Holdings LTD), Business Combination Agreement (Bridgetown Holdings LTD)
Anti-Corruption Compliance. (a) Neither the Company nor its Subsidiaries, nor any of their directors or officers, 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 the Foreign Corrupt Practices Act of 1977, as amended, or the U.K. Xxxxxxx Xxx 0000 (collectively, “Anticorruption Laws”); (ii) been in violation of any Anti-Bribery Anticorruption 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 Anticorruption 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.
Appears in 2 contracts
Samples: Business Combination Agreement (PropertyGuru Group LTD), Business Combination Agreement (Bridgetown 2 Holdings LTD)
Anti-Corruption Compliance. (a) Neither For the past five (5) years, neither the Company nor any of its Subsidiaries, nor any director, officer or employee, 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 agent while acting for or on behalf of the Company or any of its Subsidiaries hasthe Company’s Subsidiaries, in the past four (4) years: (i) made has offered or given anything of value to any bribeofficial or employee of a Governmental Authority, influence paymentany political party or official thereof, kickback, payoff, benefits or any candidate for political office or any other type Person, in any such case while knowing that all or a portion of payment (whether tangible such money 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 thing of value (including gifts will be offered, given or entertainment)promised, directly or indirectly, to any Government Official official or commercial entity to obtain employee of a business advantage such as Anti-Bribery Laws; (ii) been in violation of any Anti-Bribery LawGovernmental Authority or candidate for political office, 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 (Ai) influencing any act or decision of any Government Official in his such government official capacityor employee, candidate, party or campaign, (Bii) inducing a Government Official such government official or employee, candidate, party or campaign to do or omit to do any act in relation to his violation of a lawful duty, (Ciii) obtaining or retaining business for or with any person, (iv) expediting or securing the performance of official acts of a routine nature, (v) securing any improper advantage, (D) inducing a Government Official to influence or affect any act, decision or omission of any Governmental Authority, or (Evi) assisting the Company or any of its Subsidiaries, or any agent or any other Person acting for or on behalf otherwise in violation 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 LawLaws.
(b) The Company has not established or maintained any unlawful fund of corporate monies or any other properties.
(c) Each of the Company and its Subsidiaries Subsidiaries, has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material respects with the Anti-Bribery Laws.
(cd) As of the date hereof, to To the knowledge of the Company, as of the date hereof, there are no current or pending internal investigations, or third-third party investigations (including by any Governmental Authority), or internal or external audits, 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.
Appears in 2 contracts
Samples: Merger Agreement (Arrowroot Acquisition Corp.), Merger Agreement (Marquee Raine Acquisition Corp.)
Anti-Corruption Compliance. (a) Neither the Company nor its Subsidiaries, nor to the knowledge of the Company, any of their directors or officers, any Except as set forth on Section 5.26 of the Company Disclosure Schedules, the operation of the Company and its Subsidiaries are and have been conducted at all times in compliance with all Anti-Money Laundering Laws and no action, suit or its Subsidiaries’ respective, employees, agents, Representatives Legal Proceeding by or other Persons acting for before any Governmental Authority or on behalf of any arbitrator involving the Company or any of its Subsidiaries haswith respect to the Anti-Money Laundering Laws is pending or, in to 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 knowledge of the payment Company or transfer of anything of value (including gifts or entertainment)its Subsidiaries, 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 threatened. None of (A) influencing any act the Company or decision of any Government Official in his official capacityits Subsidiaries, (B) inducing a Government Official to do any director, officer or omit to do any act in relation to his lawful dutyother affiliate of the Company or its Subsidiaries, and (C) securing to the knowledge of the Company or its Subsidiaries, any improper advantageagent, employee or other representative of the Company or its Subsidiaries in its respective capacity as such, (Di) inducing a Government Official is currently or has been subject to influence or affect any act, decision or omission the target of any Governmental Authoritysanctions administered by the U.S. Office of Foreign Assets Control of the U.S. Department of the Treasury or arising under any other Trade Control Laws, (ii) is organized in, resident of or located in a Sanctioned Country, or (Eiii) assisting is engaged in any transactions with any individual or entity that is the subject or target of sanctions under applicable Trade Control Laws or with any Sanctioned Country.
(b) Since January 1, 2018, none of the Company, its Subsidiaries nor any director or officer, or, to the knowledge of the Company or any of its Subsidiaries, or nor any employee, agent or any other Person person acting for or on behalf of the Company or its Subsidiaries has at any time: (i) used or is using any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic governmental official from corporate funds; (iii) violated or is in violation of any provision of any applicable Anti-Corruption Laws or any other law, rule or regulation of similar purpose and scope; (iv) made (or established any source of funds for the making of) any unlawful bribe, rebate, gift, kickback, payoff, influence payment, kickback or other unlawful payment, in each case, regardless of form (any such payment, a “Prohibited Payment”), including any Prohibited Payment to any government official or employee, political party or official or candidate to unlawfully induce an act (or omission) or decision or secure an advantage for the Company, a Subsidiary thereof or their respective business or pay for an advantage already secured; (v) been subject to or notified of any investigation or other proceeding that has been filed, commenced or, to the knowledge of the Company or its Subsidiaries, in obtaining or retaining business for or with, or in directing business to, threatened by any PersonGovernmental Authority with regard to any Prohibited Payment; or (iiivi) accepted violated or received been in violation of any contributions, payments, gifts, other laws regarding use of funds for political activity or expenditures that would be unlawful under any Anti-Bribery Law.
(b) Each commercial bribery. The books of account and other financial records of the Company and its Subsidiaries has instituted are accurate, complete, represent bona fide transactions and maintains policies and procedures reasonably designed to ensure compliance have been maintained in all material respects accordance with the Anti-Bribery Laws.
(c) As sound business practices, including internal accounting controls of the date hereofCompany and its Subsidiaries, which are adequate 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 detect any of the Company’s Subsidiariesforegoing.
Appears in 1 contract
Anti-Corruption Compliance. 2.3.1 Each Shareholder shall not, and shall procure that its Affiliates shall not, and shall use its reasonable endeavours to procure that their respective Agents shall not, in connection with this Agreement or the Business:
(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 paymentpay, offer, promise promise, give or authorization of the payment or transfer of anything of value (including gifts or entertainment)authorize, directly or indirectly, the payment of money or anything of value to a Government Official (or any other person at a Government Official’s request or with their assent or acquiescence) intending to:
(i) influence a Government Official in his official capacity in order to assist a Group Company, a Shareholder or any person in obtaining or retaining business or a business advantage, or in directing business to any third party;
(ii) secure an improper advantage;
(iii) induce any such Government Official to use his influence to affect or commercial entity influence any act, omission or decision of a Government Entity in order to assist a Group Company, the Shareholders or any other person in obtaining or retaining business, or in directing business to any third party; or
(iv) provide an unlawful personal gain or benefit, of financial or other value, to any such Government Official; or
(b) otherwise, make any bribe, payoff, influence payment, kickback or other unlawful payment to any person, regardless of the form, whether in money, property or services, to obtain a or retain business or to obtain any improper advantage such as for any Group Company.
2.3.2 The Company acknowledges that it is required to comply with applicable Anti-Bribery Laws and Sanctions Laws; . The Company shall, and shall procure that each other Group Company shall, and shall use its reasonable endeavours to procure that their respective Agents shall:
(iia) been in violation of not take any Anti-Bribery Law, offered, paid, promised to pay, or authorized any payment or transfer of anything of valueaction, directly or indirectly, which would, or might reasonably be expected to, expose any Shareholder or any of its Affiliates to an offence for violation of any applicable Anti-Bribery Laws or Sanctions Laws; Table of Contents (b) in connection with this Agreement or the Business, not:
(i) pay, offer, promise, give or authorize, directly or indirectly, the payment of money or anything of value to a Government Official (or any other person for the purpose of at a Government Official’s request or with their assent or acquiescence) intending to:
(A) influencing any act or decision of any influence a Government Official in his official capacitycapacity in order to assist a Group Company, (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 Shareholder 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, person in obtaining or retaining business for or witha business advantage, or in directing business toto any third party;
(B) secure an improper advantage;
(C) induce any such Government Official to use his influence to affect or influence any act, omission or decision of a Government Entity in order to assist a Group Company, the Shareholders or any Person; other person in obtaining or (iii) accepted or received any contributions, payments, giftsretaining business, or expenditures that would be unlawful under in directing business to any Anti-Bribery Law.third party; or
(bD) Each provide an unlawful personal gain or benefit, of financial or other value, to any such Government Official; or
(ii) otherwise, make any bribe, payoff, influence payment, kickback or other unlawful payment to any person, regardless of the Company and its Subsidiaries has instituted and maintains policies and procedures reasonably designed form, whether in money, property or services, to ensure compliance in all material respects with the Anti-Bribery Laws.obtain or retain business or to obtain any improper advantage for any Group Company;
(c) As adopt such accounting standards and procedures as are necessary to ensure that each Group Company makes and keeps books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and disposition of the date hereofassets of such Group Company;
(d) adopt and maintain a system of internal accounting controls sufficient to ensure that: (i) no off-the books accounts are maintained; (ii) assets are used only in accordance with management directives; (iii) the integrity of financial statements is maintained; (iv) transactions are recorded as necessary to permit each Group Company’s auditor to prepare or appropriately review financial statements in conformity with generally accepted accounting principles in its jurisdiction of organization and to maintain accountability for assets; (v) access to assets is permitted only in accordance with the general or specific authorization of such Group Company’s management, acting in their legitimate capacity as such; (vi) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to the knowledge of the Company, any differences; and (vii) there are no current or pending internal investigations, or third-party investigations (including by any Governmental Authority), or internal or external audits, reasonable assurances that address any material allegations or information concerning possible material violations of the applicable Anti-Bribery Laws related and Sanctions Laws will be prevented, detected and deterred; and Table of Contents (e) take all appropriate action to cause each Group Company to adopt and implement the Company or any of the Company’s SubsidiariesGovernance Policies.
Appears in 1 contract
Samples: Shareholders’ Agreement (Mondelez International, Inc.)
Anti-Corruption Compliance. (a) Neither Since the Company Applicable Date, none of Acquiror Parent, Acquiror nor its Subsidiariesany of their respective directors, nor officers, or employees, nor, to the knowledge (as defined in the FCPA) of the CompanyAcquiror Parent, any of their directors or officersrespective representatives, any of the Company or its Subsidiaries’ respective, employees, agents, Representatives sales intermediaries or other Persons third parties acting for or on behalf of the Company Acquiror Parent, Acquiror or any of its Subsidiaries has, in the past four (4) yearstheir respective Affiliates: (ia) made has taken 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 action in violation of any Anti-Bribery Law, Improper Payment Laws or (b) has offered, paid, given, promised to paypay or give, or authorized any the payment or transfer gift of anything of value, directly or indirectly, to any person Government Official, in each case, for the purpose purposes of (Ai) influencing any act or decision of any Government Official in his such official’s official capacity, ; (Bii) inducing a such Government Official to do or omit to do any act in relation to his violation of such official’s lawful duty, ; (Ciii) securing any improper advantage, ; or (Div) inducing a such Government Official to use such official’s influence with a Governmental Body, or affect any act, decision commercial enterprise owned or omission of controlled by any Governmental AuthorityBody (including state-owned or controlled facilities), or (E) assisting in order to assist the Company Acquiror Parent, Acquiror 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, their respective Affiliates in obtaining or retaining business for that would cause Acquiror Parent, Acquiror or withany of their respective Affiliates to be in violation of Improper Payment Laws. Since the Applicable Date, none of Acquiror Parent, Acquiror nor any of their respective Affiliates, directors, officers, or in directing business toemployees, 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 hereofnor, to the knowledge (as defined in the FCPA) of the CompanyAcquiror Parent, there are no current any of their respective representatives, sales intermediaries 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 other third parties acting on behalf of the Anti-Bribery Laws related to the Company Acquiror Parent, Acquiror or any of their respective Affiliates have made or authorized any bribe, rebate, payoff, influence payment, kickback or unlawful payment of funds or received or retained any funds in violation of any law. Without limiting the Company’s Subsidiariesgenerality of the foregoing, since the Applicable Date, none of Acquiror Parent, Acquiror nor any of their respective directors, officers, or employees, nor, to the knowledge (as defined in the FCPA) of the Acquiror Parent, any of its representatives, sales intermediaries or other third parties acting on behalf Acquiror Parent, Acquiror or any of their respective Affiliates have made or authorized any bribe, rebate, payoff, influence payment, kickback or unlawful payment of funds to any customer or prospective customer in an effort to solicit or obtain business from any such customer or prospective customer. Since the Applicable Date, none of the Acquiror Parent, Acquiror or any other Persons acting on their behalf have received any notice or communication from any Person that alleges a potential violation of any Improper Payment Laws, nor have they been involved in any internal investigation involving any allegations relating to potential violation of any Improper Payment Laws, nor have they received a request for information from any Governmental Body regarding Improper Payment Laws.
Appears in 1 contract
Samples: Contribution Agreement (Solaris Oilfield Infrastructure, Inc.)
Anti-Corruption Compliance. (a) Neither the Company Acquiror, nor any of its Subsidiariesdirectors or officers, nor to the knowledge of the CompanyAcquiror, any of their directors or officers, any of the Company or its Subsidiaries’ respective, Acquiror’s employees, agents, Representatives or other Persons acting for or on behalf of the Company or any of its Subsidiaries Acquiror 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 the Foreign Corrupt Practices Act of 1977, as amended, or the U.K. Bxxxxxx Xxx 0000 (collectively, “Anticorruption Laws”); (ii) been in violation of any Anti-Bribery Anticorruption 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 SubsidiariesAcquiror, or any agent or any other Person acting for or on behalf of the Company or any of its SubsidiariesAcquiror, 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 Anticorruption Law.
(b) Each of the Company and its Subsidiaries Acquiror 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 CompanyAcquiror, 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 SubsidiariesAcquiror.
Appears in 1 contract
Samples: Business Combination Agreement (Fat Projects Acquisition Corp)
Anti-Corruption Compliance. (a) Neither the Company Acquiror, nor any of its Subsidiariesdirectors or officers, nor to the knowledge of the CompanyAcquiror, any of their directors or officers, any of the Company or its Subsidiaries’ respective, Acquiror’s employees, agents, Representatives or other Persons acting for or on behalf of the Company or any of its Subsidiaries Acquiror 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 the Anticorruption Laws and any other 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 Lawsadvantage; (ii) been in violation of any Anti-Bribery Anticorruption 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 SubsidiariesAcquiror, or any agent or any other Person acting for or on behalf of the Company or any of its SubsidiariesAcquiror, 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 Anticorruption Law.
(b) Each of the Company and its Subsidiaries Acquiror 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 CompanyAcquiror, 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 SubsidiariesAcquiror.
Appears in 1 contract
Samples: Business Combination Agreement (Aura Fat Projects Acquisition Corp)
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 representatives or any other persons authorized to act on its behalf, has, in the past four (4) years: :
(i) made given, offered, promised, or authorized 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 provision of money or anything of value (including gifts any loan, reward, advantage, or entertainmentbenefit of any kind), either directly or indirectly, to any Government Official officer, employee, or person acting in an official capacity or performing public duties or functions on behalf of (1) any government, including all levels and subdivisions of government from national to local; (2) any department, committee, agency, or instrumentality; (3) any business or commercial entity owned, managed, or controlled by a government, such as a national oil company; (4) any political party or official thereof; (5) any candidate for public office; (6) any officer, employee, or Agent of a public international organization, including for example the United Nations, the International Monetary Fund, or the World Bank (“Government Official”); or (7) any relative of any Government Official, to influence any act, decision, or omission of any Government Official, to obtain a or retain business, to direct business to the Company or to gain any improper advantage such as Anti-Bribery Lawsor benefit for the Company (“Prohibited Payment”); or
(ii) been in violation of any Anti-Bribery Lawgiven, offered, paid, promised to paypromised, or authorized any payment the giving of money or transfer of anything of value, directly or indirectly, to any person for the purpose while knowing or being aware of (A) influencing any act a probability that all or decision a portion of any Government Official in his official capacity, (B) inducing such money or thing of value would be used to make 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 PersonProhibited Payment; or or
(iii) accepted directly or received any contributionsindirectly, paymentsmade, giftsoffered, promised to make, or expenditures that authorized the making of any payment or provision of anything of value where such activity would be unlawful under any Anti-Bribery Lawconstitute a bribe, kickback, influence payment, or Prohibited Payment.
(b) Each The Company, its representatives, and any other person authorized to act on behalf of the Company and its Subsidiaries Company, has instituted and maintains policies and procedures reasonably designed to ensure compliance complied in all material respects with any other applicable laws, rules, or regulations of relevant jurisdictions prohibiting bribery and corruption of public officials, including local anti-corruption laws in the countries in which the Company conducts business (“Anti-Bribery Corruption Laws”).
(c) As The Company has not retained any undisclosed agents in connection with the business of the date hereofCompany nor does the Company owe any obligations, financial or otherwise, to any agent in connection with Company business other than as disclosed on Schedule 3.27 of the knowledge Company Disclosure Schedules.
(d) No events, facts, or circumstances have occurred or exist that are reasonably likely to result in a finding of noncompliance with any Anti-Corruption Laws.
(e) The Company has not established or maintained any fund or asset that has not been recorded in the books and records of the Company.
(f) Neither the Company nor any of its representatives, or any other persons authorized to act on behalf of the Company, has been the subject of any investigation, litigation, inquiry, allegations, or administrative, enforcement, or other proceedings by any Governmental Entity or any customer or business partner regarding actual or alleged violations of any Anti-Corruption Laws. No such investigation, litigation, inquiry or proceeding is pending or, to the Knowledge of the Company, threatened, and there are no current or pending internal investigationscircumstances which are likely to give rise to any such investigation, litigation, inquiry, allegations, 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 Subsidiariesproceedings.
Appears in 1 contract
Anti-Corruption Compliance. Since the date five (a5) Neither years prior to this Agreement, neither of the Company nor its SubsidiariesAcquired Companies or, nor neither of the Acquired Companies’ directors, officers or employees or, to the knowledge 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 Acquired Companies, has, in the past four (4) years: (i) made engaged in any bribeviolation of the U.S. Foreign Corrupt Practices Act of 1977, influence paymentas amended, kickbackTitle 5 of the Israeli Penalty Law (Bribery Transactions), payoffthe Israeli Prohibition on Money Laundering Law, benefits 2000 or any other type of Law relating to corruption applicable in any jurisdiction (“Anti-Corruption Laws”); (ii) made an unlawful payment to any Person; or (whether tangible or intangibleiii) 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, offered or promised to pay, or authorized payment of, any payment monies or transfer any other of anything of value, directly or indirectly, value to any person 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”), in each case for the purpose of of: (A) influencing any act or decision with respect to either Acquired Company of any Government Official in his official capacity, such Proscribed Recipient; (B) inducing a Government Official such Proscribed Recipient to do or omit to do any act in relation to his favor of either Acquired Company in violation of the lawful duty, duty of such Proscribed Recipient; (C) securing any improper advantage, advantage for either Acquired Company; or (D) inducing such Proscribed Recipient to use his, her or its influence with a Government Official government or instrumentality thereof to affect or influence any act or affect any act, decision of such government 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 Subsidiariesinstrumentality, in obtaining order to obtain or retaining retain business for or with, or in directing direct 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 either Acquired Company. The Acquired Companies have instituted and maintains maintain policies and procedures reasonably designed to ensure compliance in all material respects with the Anti-Bribery Laws.
(c) As Corruption Laws and have maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties and government officials. Neither of the date hereof, to the knowledge of the Company, there are no current or pending internal investigations, or third-party investigations (including by Acquired Companies has received from any Governmental Authority)Authority or any other Person any written notice, inquiry, or internal or external audits, that address allegation; made any material allegations voluntary or information involuntary disclosure to a Governmental Authority; or conducted any internal investigation concerning possible material violations of the any actual or potential violation or wrongdoing related to Anti-Bribery Laws related to the Company or any of the Company’s SubsidiariesCorruption Laws.
Appears in 1 contract
Anti-Corruption Compliance. (a) Neither the Company MultiplAI, nor its Subsidiariesany of their directors or officers acting for or on behalf of MultiplAI, nor to the knowledge of the CompanyMultiplAI, any of their directors or officers, any of the Company or its Subsidiaries’ respective, MultiplAI’s employees, agents, Representatives or other Persons acting for or on behalf of the Company or any of its Subsidiaries MultiplAI 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 LawLaws, 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 or her official capacity, (B) inducing a Government Official to do or omit to do any act in relation to his or her 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 SubsidiariesMultiplAI, or any agent or any other Person acting for or on behalf of the Company or any of its SubsidiariesMultiplAI, in obtaining or retaining business for or with, or in directing business to, any Person; (iii) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity or (iiiiv) accepted or received any contributions, payments, gifts, or expenditures that would be unlawful under any Anti-Bribery LawLaws.
(b) Each of the Company and its Subsidiaries MultiplAI 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 There are no current or pending internal investigations, or or, to the knowledge of MultiplAI, any third-party investigations (including by any Governmental Authority), or internal or external audits, 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 SubsidiariesMultiplAI.
Appears in 1 contract
Samples: Business Combination Agreement (APx Acquisition Corp. I)
Anti-Corruption Compliance. (a) Neither the Company nor its Subsidiaries, nor any of their directors or officers acting for or on behalf of the Company or any of its Subsidiaries, nor to the knowledge of the Company, any of their directors or officers, any of the Company or its Subsidiaries’ respective, 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 LawLaws, 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 of: (A) influencing any act or decision of any Government Official in his or her official capacity, (B) inducing a Government Official to do or omit to do any act in relation to his or her 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; (iii) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity or (iiiiv) accepted or received any contributions, payments, gifts, or expenditures that would be unlawful under any Anti-Bribery LawLaws.
(b) Each of the Company and its Subsidiaries 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 hereofThere are no current or pending internal investigations, or, to the knowledge of the Company, there are no current or pending internal investigations, or any third-party investigations (including by any Governmental Authority), or internal or external audits, 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.
Appears in 1 contract
Samples: Business Combination Agreement (APx Acquisition Corp. I)
Anti-Corruption Compliance. Seller and each of its subsidiaries, and each of their respective officers and directors, and, to Seller’s Knowledge, its employees, agents, and representatives have at all times during the past five (a5) years complied with Anti-Corruption Laws. Neither the Company Seller nor any of its Subsidiariessubsidiaries, nor to the knowledge of the Company, any of their respective directors or officers, any of nor, to the Company or its Subsidiaries’ respectiveSeller’s Knowledge, their respective employees, agents, Representatives or other Persons acting for representatives has offered or on behalf given anything of the Company or any of its Subsidiaries has, in the past four (4) yearsvalue to: (i) made any bribeGovernment Official, influence paymentany political party or official thereof, kickback, payoff, benefits or any candidate for foreign political office; or (ii) any other type Person, in any such case while knowing, or having reason to know, that all or a portion of payment (whether tangible such money 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 thing of value (including gifts may be offered, given or entertainment)promised, directly or indirectly, to any Government Official Official, any foreign political party 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 payofficial thereof, or authorized any payment or transfer of anything of valuecandidate for foreign political office, directly or indirectly, to any person for the purpose of any of the following: (A) influencing any action or decision of such Person, in its, his or her official capacity, including a decision to fail to perform its, his or her official function; (B) inducing such Person to use its, his or her influence with a government or instrumentality thereof to affect or influence any act or decision of any Government Official in his official capacity, (B) inducing a Government Official to do such government or omit to do any act in relation to his lawful duty, instrumentality; or (C) securing any where such payment would constitute a bribe, kickback or illegal or improper advantagepayment, in each case of (DA)-(C) inducing a Government Official to influence assist the Seller 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, subsidiaries in obtaining or retaining business for 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 in securing any Anti-Bribery Law.
(b) Each improper advantage. There have been no false or fictitious entries made in the books or records of the Company Seller or its subsidiaries relating to any illegal payment or secret or unrecorded fund and its Subsidiaries the Seller has instituted not established or maintained a secret or unrecorded fund. The Seller has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance in all material respects by the Seller and its subsidiaries, and their respective directors, officers, employees, agents, and representatives with the Anti-Bribery Corruption Laws.
, and to the Seller’s Knowledge, no governmental authority is investigating or has in the past five (c5) As years conducted, initiated or threatened any investigation of the date hereof, to the knowledge Seller or its subsidiaries in connection with an alleged or potential violation 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 SubsidiariesCorruption Law.
Appears in 1 contract
Samples: Asset Purchase Agreement (Tabula Rasa HealthCare, Inc.)
Anti-Corruption Compliance. (a) Neither the Company nor its Subsidiaries, nor to the knowledge None of the Company, any of their directors or officersthe Subsidiary, or, to the Company’s Knowledge, any of the Company or its Subsidiaries’ respective, employees, agents, Representatives or other Persons Person acting for or on behalf of the Company or any of its Subsidiaries the Subsidiary, has, in since January 1, 2012, violated the past four U.S. Foreign Corrupt Practices Act (4) years: (i) made any bribe15 U.S.C. §§ 78dd-1, influence paymentet seq.), kickbackthe U.K. Xxxxxxx Xxx 0000, payoff, benefits or any other type of payment (whether tangible or intangible) that would be unlawful under any applicable similar 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, corruption Law 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 which the Company or the Subsidiary is subject (collectively, “Anti-corruption Laws”).
(b) None of the Company, the Subsidiary, or, to the Company’s Knowledge, any of its Subsidiaries, or any agent or any other Person acting for or on behalf of the Company or the Subsidiary, has, since January 1, 2012, offered, given, promised, authorized, solicited, or accepted any payment, bribe, payoff, kickback, or other improper payment (including any improper discount, loan, gift, or any other thing of its Subsidiariesvalue) to or from any Person, including any Public Official: (i) for the purpose of improperly influencing any action or decision of a Public Official; (ii) for the purpose of improperly inducing a Person to use his or her influence with any Government Authority to affect or influence any act or decision of such Government Authority to assist the Company or the Subsidiary in obtaining or retaining business for or withany business advantage, or in directing business toto the Company or the Subsidiary; (iii) where such action would constitute a bribe, kickback, or illegal payment to assist the Company or the Subsidiary in obtaining or retaining business or any Personbusiness advantage, or directing business to the Company; or (iiiiv) accepted or received where such action would violate 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 corruption Laws.
(c) As of the date hereof, to the knowledge None of the Company, there are no current the Subsidiary or, to the Company’s Knowledge, any Person acting on behalf of the Company or pending internal investigationsthe Subsidiary, has, since January 1, 2012, been the subject of, or thirdin any way related to, any internal or external investigation, internal or external audit, whistle-party investigations (including by blower report, litigation, or voluntary or directed disclosure to any Governmental Authority), in any way related to any actual, suspected, or internal or external audits, that address alleged violation of any material allegations or information concerning possible material violations of the Anti-Bribery Laws related to the Company or any of the Company’s Subsidiariescorruption Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Watts Water Technologies Inc)
Anti-Corruption Compliance. During the past five (a5) Neither years, no member of the Company Group nor its Subsidiariesany of their respective directors, nor officers, or employees, nor, to the knowledge (as defined in the FCPA) of the Company, any of their directors or officersrespective representatives, any of the Company or its Subsidiaries’ respective, employees, agents, Representatives sales intermediaries or other Persons third parties acting for or on behalf of the Company or any of its Subsidiaries has, in the past four (4) yearsAffiliates: (ia) made has taken 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 action in violation in any material respect of any Anti-Bribery Law, Improper Payment Laws or (b) has offered, paid, given, promised to paypay or give, or authorized any the payment or transfer gift of anything of value, directly or indirectly, to any person Government Official, in each case, for the purpose purposes of (Ai) influencing any act or decision of any Government Official in his such official’s official capacity, ; (Bii) inducing a such Government Official to do or omit to do any act in relation to his violation of such official’s lawful duty, ; (Ciii) securing any improper advantage, ; or (Div) inducing a such Government Official to use such official’s influence or affect any act, decision or omission of any with a Governmental Authority, or commercial enterprise owned or controlled by any Governmental Authority (E) assisting including state-owned or controlled facilities), in order to assist the Company or any of its SubsidiariesAffiliates in obtaining or retaining business that would cause the Purchaser or any of its Affiliates to be in violation in any material respect of Improper Payment Laws. During the past five (5) years, neither the Company nor any of its Affiliates, directors, officers, or employees, nor, to the knowledge (as defined in the FCPA) of the Company, any agent of its representatives, sales intermediaries or any other Person third parties acting for or on behalf of the Company or any of its SubsidiariesAffiliates have made or authorized any bribe, rebate, payoff, influence payment, kickback or unlawful payment of funds or received or retained any funds in obtaining or retaining business for or withviolation in any material respect of any law. Without limiting the generality of the foregoing, during the past five (5) years, neither the Company nor any of its directors, officers, or in directing business toemployees, 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 hereofnor, to the knowledge (as defined in the FCPA) of the Company, there are no current any of its representatives, sales intermediaries 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 other third parties acting on behalf of the Anti-Bribery Laws related to the Company or any of its Affiliates have made or authorized any bribe, rebate, payoff, influence payment, kickback or unlawful payment of funds to any customer or prospective customer in an effort to solicit or obtain business from any such customer or prospective customer, in each case, in violation in any material respect of any Improper Payment Law. During the Company’s Subsidiariespast five (5) years, neither the Company nor any other Persons acting on its behalf have received any notice or communication from any Person that alleges a potential violation in any material respect of any Improper Payment Laws, nor have they been involved in any internal investigation involving any allegations relating to potential violation in any material respect of any Improper Payment Laws, nor have they received a request for information from any Governmental Authority regarding Improper Payment Laws.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Delek US Holdings, Inc.)
Anti-Corruption Compliance. (a) Neither For the past three (3) years, neither the Company nor any of its Subsidiaries, nor any current or former director, officer, or Employee, nor, to the knowledge Knowledge of the Company, any of their directors or officers, any of the Company or its Subsidiaries’ respective, employees, agents, Representatives agent or other Persons Representative, while acting for or on behalf of the Company or any of its Subsidiaries hasthe Company’s Subsidiaries, in the past four (4) years: has corruptly directly or indirectly (i) made used any bribefunds for unlawful contributions, influence paymentgifts, kickbackgratuities, payoffentertainment or unlawful expenses related to political activity, 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 made any Anti-Bribery Law, unlawful payment or offered, paid, promised to pay, or authorized any payment or transfer the provision of anything of value, directly or indirectly, to any person foreign or domestic Government Officials (including employees of state-owned enterprises), employees or any foreign or domestic political parties, or other Person for the purpose of (A) influencing any act or decision of such official or of the government to obtain or retain business or direct business to any Government Official Person in his official capacityviolation of Anti-Bribery Laws, (Biii) inducing a Government Official made or offered any other payment in violation of Anti-Bribery Laws 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 official of any Governmental AuthorityAuthority or other Person, including but not limited to, bribes, gratuities, kickbacks, lobbying expenditures, political contributions or contingent fee or commission payments, or (Eiv) assisting the Company or any of its Subsidiaries, or any agent or violated 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 LawLaws.
(b) Each For the past three (3) years, each of the Company and its Subsidiaries has instituted and maintains policies and procedures reasonably designed to ensure promote compliance in all material respects with the applicable Anti-Bribery Laws.
(c) As of the date hereof, to To the knowledge of the Company, as of the date hereof, there are no current or pending internal investigations, or third-third party investigations (including by any Governmental Authority), or internal or external audits, litigation, subpoena, complaint, self-disclosure, request for information or any other Action that address any material allegations or information concerning possible material violations of the Anti-Bribery Laws related to Laws. Within the previous three (3) years, neither the Company nor any of its Subsidiaries have received any communication in writing or, orally from any Governmental Authority or any other Person (including internal whistleblowers) of any actual or alleged violation, breach or noncompliance by the Company or any of its Subsidiaries, or its respective current or former directors, officers, Employees, agents or other Representatives or other Person acting on behalf of the Company or any of the Company’s Subsidiary of the applicable Anti-Bribery Laws or the Company’s or any of its Subsidiaries’ policies, procedures and controls to prevent corrupt conduct.
Appears in 1 contract
Anti-Corruption Compliance. (a) Neither the Company nor any of its Subsidiaries, nor any director, officer or employee, 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 agent while acting for or on behalf of the Company or any of its Subsidiaries hasthe Company’s Subsidiaries, in the past four (4) years: (i) made has offered or given anything of value to any bribeofficial or employee of a Governmental Authority, influence paymentany political party or official thereof, kickback, payoff, benefits or any candidate for political office or any other type Person, in any such case while knowing that all or a portion of payment (whether tangible such money 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 thing of value (including gifts will be offered, given or entertainment)promised, directly or indirectly, to any Government Official official or commercial entity to obtain employee of a business advantage such as Anti-Bribery Laws; (ii) been in violation of any Anti-Bribery LawGovernmental Authority or candidate for political office, 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 (Ai) influencing any act or decision of any Government Official in his such government official capacityor employee, candidate, party or campaign, (Bii) inducing a Government Official such government official or employee, candidate, party or campaign to do or omit to do any act in relation to his violation of a lawful duty, (Ciii) obtaining or retaining business for or with any person, (iv) expediting or securing the performance of official acts of a routine nature, (v) securing any improper advantage, (D) inducing a Government Official to influence or affect any act, decision or omission of any Governmental Authority, or (Evi) assisting the Company or any of its Subsidiaries, or any agent or any other Person acting for or on behalf otherwise in violation 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 LawLaws.
(b) Neither the Company nor any of its Subsidiaries has established or maintained any unlawful fund of corporate monies or any other properties.
(c) Each of the Company and its Subsidiaries Subsidiaries, has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material respects with the Anti-Bribery Laws.
(cd) As of the date hereof, to To the knowledge of the Company, as of the date hereof, there are no current or pending internal investigations, or third-third party investigations (including by any Governmental Authority), or internal or external audits, 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.
Appears in 1 contract
Anti-Corruption Compliance. (a) Neither the Company nor its SubsidiariesGroup Companies, nor to the knowledge of the Company, any of their directors or the Group Companies’ respective directors, officers, any of the Company or its Subsidiaries’ respective, employees, agents, Representatives or other Persons acting for or on behalf of the a Group Company or any of its Subsidiaries has, in the past four (4) three 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 Lawsadvantage; (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 Subsidiariesa Group Company, or any agent or any other Person acting for or on behalf of the Company or any of its Subsidiariesa Group Company, 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 Group 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 hereofof this Agreement, 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 a Group Company’s Subsidiaries.
Appears in 1 contract
Samples: Business Combination Agreement (Worldwide Webb Acquisition Corp.)
Anti-Corruption Compliance. (a) Neither For the Company past five (5) years, neither Embraer 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 hasor any of their respective directors or officers or, to the Knowledge of Embraer, any employee or agent acting on behalf of any of the foregoing (in each case, other than with respect to the past four (4) yearsCompany and its Subsidiaries, solely to the extent primarily involving, or materially and adversely affecting, the UAM Business), has directly or indirectly offered, promised, authorized or given any improper payment or anything of value to: (i) made any bribeofficial or employee of a Governmental Authority, influence paymentany political party or official thereof, kickback, payoff, benefits or any candidate for political office or (ii) any other type Person, in any such case while knowing that all or a portion of payment (whether tangible such money 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 thing of value (including gifts will be offered, given or entertainment)promised, directly or indirectly, to any Government Official official or commercial entity to obtain employee of a business advantage such as Governmental Authority or candidate for political office, in each case (i) and (ii) in violation of the 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 Embraer and its Subsidiaries (in each case, solely with respect to the UAM Business) has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material respects with the Anti-Bribery Laws.
(c) As To the Knowledge of Embraer, 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, audits that address any material allegations or information concerning possible or actual material violations of the Anti-Bribery Laws related to (i) by the Company or the Brazilian Subsidiary or (ii) solely to the extent primarily involving, or materially and adversely affecting, involving the UAM Business, Embraer or any of the Company’s its other Subsidiaries.
Appears in 1 contract
Samples: Business Combination Agreement (Zanite Acquisition Corp.)
Anti-Corruption Compliance. (a) Neither For the Company nor its Subsidiariespast five (5) years, nor to the knowledge (i) none of the Company, any of its Subsidiaries and their directors or officersrespective officers and employees and, any to the Knowledge of the Company or its Subsidiaries’ respective, employeesCompany, agents, Representatives representatives, consultants or any other Persons Person acting for or on behalf of the Company or any of its Subsidiaries has(each, in the past four (4) years: (i) made any bribea “Company Representative”), influence payment, kickback, payoff, benefits has directly or any other type of payment (whether tangible or intangible) that would be unlawful under indirectly violated any applicable antiAnti-bribery or anticorruption Bribery Laws, and (governmental or commercialii) laws (including, for the avoidance of doubt, any guiding, detailing or implementing regulations), including Laws that prohibit the corrupt payment, offer, promise or authorization none of the payment Company, its Subsidiaries and, to the Knowledge of the Company, their respective Company Representatives has offered, given or transfer of attempted to give 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 to influence any official act or decision of any a Government Official in his official capacityOfficial, (B) inducing to induce a Government Official to do or omit to do any act in relation to his violation of a lawful duty, (C) securing any improper advantage, (D) inducing to induce a Government Official to influence the act or affect any act, decision or omission of any a Governmental Authority, or (D) to secure any improper business advantage, (E) assisting to obtain or retain business in any way related to the Company or any of its Subsidiaries, or any agent (F) that would otherwise constitute an unlawful bribe, kickback, or any other Person acting for improper or on behalf illegal payment or benefit. None 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 been the Anti-Bribery Laws.
subject of any actual (c) As of the date hereofor, to the knowledge Knowledge of the Company, there are no suspected or threatened) written allegations, internal whistleblower reports, current or pending internal investigations, or third-party investigations (including by any Governmental Authority), voluntary or directed disclosures to any Governmental Authority (including but not limited to the U.S. Department of Justice, U.S. Securities Exchange Commission, or U.K. Securities Fraud Office), or internal or external audits, that address any material allegations or information audits concerning possible material violations of the applicable Anti-Bribery Laws related to Laws.
(b) At all times during the past five (5) years, the Company or any and its Subsidiaries have maintained written policies and internal controls reasonably designed to promote compliance by the Company and its Subsidiaries with applicable Anti-Bribery Laws.
(c) At all times during the past five (5) years, the Company and its Subsidiaries have made and kept books and records which, in reasonable detail, accurately and fairly reflect the transactions and disposition of the Companyassets of the Company and its Subsidiaries. At all times during the past five (5) years, the Company and its Subsidiaries have devised and maintained a system of internal accounting controls sufficient to provide reasonable assurances that transactions are executed and access to assets is given only in accordance with management’s Subsidiariesgeneral or specific authorization, and transactions are recorded as necessary to permit preparation of financial statements to maintain accountability for assets and accounts.
Appears in 1 contract
Anti-Corruption Compliance. During the past five (a5) Neither years, neither of the Company Purchaser Parties nor its Subsidiariesany of their respective directors, nor officers, or employees, nor, to the knowledge (as defined in the FCPA) of the CompanyPurchaser Parties, any of their directors or officersrespective representatives, any of the Company or its Subsidiaries’ respective, employees, agents, Representatives sales intermediaries or other Persons third parties acting for or on behalf of either of the Company Purchaser or any of its Subsidiaries has, in the past four (4) yearstheir respective Affiliates: (ia) made has taken 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 action in violation in any material respect of any Anti-Bribery Law, Improper Payment Laws or (b) has offered, paid, given, promised to paypay or give, or authorized any the payment or transfer gift of anything of value, directly or indirectly, to any person Government Official, in each case, for the purpose purposes of (Ai) influencing any act or decision of any Government Official in his such official’s official capacity, ; (Bii) inducing a such Government Official to do or omit to do any act in relation to his violation of such official’s lawful duty, ; (Ciii) securing any improper advantage, ; or (Div) inducing a such Government Official to use such official’s influence or affect any act, decision or omission of any with a Governmental Authority, or commercial enterprise owned or controlled by any Governmental Authority (E) assisting including state-owned or controlled facilities), in order to assist the Company Purchaser Parties 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, their respective Affiliates in obtaining or retaining business for that would cause the Purchaser Parties or withany of their respective Affiliates to be in violation in any material respect of Improper Payment Laws. During the past five (5) years, neither of the Purchaser Parties nor any of their respective Affiliates, directors, officers, or in directing business toemployees, 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 hereofnor, to the knowledge (as defined in the FCPA) of the CompanyPurchaser Parties, there are no current any of their respective representatives, sales intermediaries 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 other third parties acting on behalf of the Anti-Bribery Laws related to the Company Purchaser Parties or any of their respective Affiliates have made or authorized any bribe, rebate, payoff, influence payment, kickback or unlawful payment of funds or received or retained any funds in violation in any material respect of any law. Without limiting the Company’s Subsidiariesgenerality of the foregoing, during the past five (5) years, neither of the Purchaser Parties nor any of its directors, officers, or employees, nor, to the knowledge (as defined in the FCPA) of the Purchaser Parties, any of their respective representatives, sales intermediaries or other third parties acting on behalf of the Purchaser Parties or any of their respective Affiliates have made or authorized any bribe, rebate, payoff, influence payment, kickback or unlawful payment of funds to any customer or prospective customer in an effort to solicit or obtain business from any such customer or prospective customer, in each case, in violation in any material respect of any Improper Payment Law. During the past five (5) years, neither of the Purchaser Parties nor any other Persons acting on their behalf have received any notice or communication from any Person that alleges a potential violation in any material respect of any Improper Payment Laws, nor have they been involved in any internal investigation involving any allegations relating to potential violation in any material respect of any Improper Payment Laws, nor have they received a request for information from any Governmental Authority regarding Improper Payment Laws.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Delek US Holdings, Inc.)
Anti-Corruption Compliance. (a) Neither the Company Acquiror, nor any of its Subsidiariesdirectors or officers, nor to the knowledge of the CompanyAcquiror, any of their directors or officers, any of the Company or its Subsidiaries’ respective, Acquiror’s employees, agents, Representatives or other Persons acting for or on behalf of the Company or any of its Subsidiaries Acquiror 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 Antithe Foreign Corrupt Practices Act of 1977, as amended, or the U.K. Bribery Act 2010 (collectively, “US-Bribery UK Anticorruption Laws”); (ii) been in violation of any AntiUS-Bribery UK Anticorruption 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 SubsidiariesAcquiror, or any agent or any other Person acting for or on behalf of the Company or any of its SubsidiariesAcquiror, 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 AntiUS-Bribery UK Anticorruption Law.
(b) Each of the Company and its Subsidiaries Acquiror 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 CompanyAcquiror, 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 SubsidiariesAcquiror.
Appears in 1 contract
Samples: Business Combination Agreement (DUET Acquisition Corp.)
Anti-Corruption Compliance. (ai) Neither the Company nor Each Party agrees, on behalf of itself and its Subsidiariessubsidiaries, nor to the knowledge of the Company, any of and their directors or respective officers, any of the Company or its Subsidiaries’ respectivedirectors, employees, Affiliates and agents, Representatives or other Persons acting for or on behalf that, in connection with the matters that are the subject of this Agreement, and the Company or any performance of its Subsidiaries hasobligations hereunder:
A. It will comply with the U.S. Foreign Corrupt Practices Act of 1977, in as amended, the past four (4) years: (i) made any bribeUK Xxxxxxx Xxx 0000, influence paymentas amended, kickback, payoff, benefits or and any other type of payment (whether tangible applicable Laws or intangible) that would be unlawful under any applicable anti-regulations relating to or concerning public or commercial bribery or anticorruption corruption (governmental or commercial) laws (includingcollectively, for the avoidance of doubt, any guiding, detailing or implementing regulations“Anti-Bribery and Anti-Corruption Laws”), including Laws and will not take any action that prohibit will cause the corrupt payment, offer, promise other Party or authorization its Affiliates to be in violation of the payment or transfer of anything of value (including gifts or entertainment)any such laws.
B. It will not, directly or indirectly, to any Government Official pay, offer 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 promise to pay, or authorized authorize the payment of any payment money, or transfer give, offer or promise to give or authorize the giving of anything of value, directly or indirectly, value to any person person, including any Public Official or Entity, for the purpose of (A) improperly influencing any act the acts of a Public Official or decision of any Government Official in his official capacity, (B) inducing a Government Official Entity to do or omit induce them to do any act in relation to his lawful duty, (C) securing any improper advantage, (D) inducing a Government Official to use their influence or affect any act, decision or omission of with 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 improperly obtaining or retaining business for or withany improper advantage in connection with this Agreement, or in directing business to, any Person; or (iii) accepted or received any contributions, payments, gifts, or expenditures that would be unlawful under otherwise violate any applicable Anti-Bribery Lawand Anti-Corruption Laws.
(b) Each C. It will not directly or indirectly solicit, receive or agree to accept any payment of the Company and its Subsidiaries has instituted and maintains policies and procedures reasonably designed to ensure compliance money or anything else of value in all material respects with the violation of any applicable Anti-Bribery and Anti-Corruption Laws.
D. It has adopted applicable anti-corruption policies (“Anti-Corruption Policies”) and will train its employees involved in the performance of its obligations under this Agreement to comply with such Anti-Corruption Policies and applicable Anti-Bribery and Anti-Corruption Laws.
(cii) Each Party, on behalf of itself and its subsidiaries, and their respective officers, directors, employees, represents and warrants to the other Party that, in connection with the matters that are the subject of this Agreement, and the performance by each Party of its obligations hereunder:
A. As of the date hereofEffective Date, it and, to its knowledge, its Affiliates, agents, and representatives have not committed any Material Anti-Corruption Law Violation.
B. To its knowledge, none of its contracts, licenses or other assets that are the knowledge subject 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 this Agreement were procured in violation of the Anti-Bribery Laws related and Anti-Corruption Laws.
(iii) Each Party will keep and maintain accurate books, accounts, invoices and reasonably detailed financial records in connection with the performance of its obligations under, and payments made in connection with, this Agreement, including any costs, fees, and expenses, and all records required to establish compliance with the provisions of this Section 10.4(c), until the later of (A) six (6) years after the end of the period to which such books and records pertain or (B) the expiration of the applicable statute of limitations (or any extension thereof).
(iv) If a Party becomes aware that any of its owners, partners, officers, directors or employees becomes during the Term a Public Official or Entity in a position to take or influence official action for or against a Party in connection with the performance of its obligations under this Agreement, that Party will promptly notify the other Party. A Party shall (to the Company extent legally permissible) as soon as reasonably practicable notify the other Party upon receiving a formal notification that it is the target of a formal investigation by a Governmental Authority for an Anti-Corruption Law Violation or upon receipt of information from any of its representatives that any of them is the Companytarget of a formal investigation by a Governmental Authority for an Anti-Corruption Law Violation, in either case in connection with this Agreement.
(v) If either Party requests that any other Party complete a compliance certification certifying compliance with this Section 10.4(c), which request shall occur no more than once every twelve (12) months, such other Party shall promptly complete and deliver such compliance certification truthfully and accurately. If either Party requests, in connection with a Corporate Integrity Agreement or similar arrangement with a Governmental Authority, that any other Party complete a compliance certification certifying adherence to and compliance with such other Party’s Subsidiariescode of conduct and compliance program with respect to such other Party’s activities under this Agreement, which request shall occur no more than once per Calendar Year, such other Party shall cooperate with the first Party to promptly complete and deliver such compliance certification truthfully and accurately, and should there be reasonable additional requests of such other Party as a result of a Corporate Integrity Agreement or similar arrangement with a Governmental Authority of the requesting Party, such other Party shall comply with such requests.
(vi) In the event that a Party has a good faith reason to believe that (A) the other Party may be in breach or violation of any representation, warranty or undertaking in this Section 10.4(c), and (B) such breach or violation would cause such Party or its Affiliates to be in violation of Anti-Bribery and Anti-Corruption Laws, then such Party shall have the right to conduct an examination and audit of relevant books and records of the other Party upon reasonable prior written notice, and, during the pendency of such examination, to suspend any obligations on the part of such Party to the other Party. In the event that a Party becomes aware, whether or not through audit, that the other Party is in breach of or in violation of any representation, warranty or undertaking in this Section 10.4(c), then that Party shall have the right to take such steps as are reasonably necessary in order to avoid a violation or continuing violation of the Anti-Bribery and Anti-Corruption Laws, including by requesting such additional representations, warranties, undertakings and other provisions including a further audit as it believes in good faith are reasonably necessary.
Appears in 1 contract
Samples: Collaboration and License Agreement (Mereo Biopharma Group PLC)
Anti-Corruption Compliance. (a) Neither the Company nor its Subsidiaries6.1 Each party agrees that it will comply with all applicable laws, 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 hasincluding applicable anti-corruption laws, in the past four (4) years: (i) made any bribecourse of its performance of this agreement and the documents referred to in this agreement to which it is a party and in connection with the transactions contemplated hereunder and thereunder. Each party also agrees that in the course of its performance under this agreement and the documents referred to in this agreement to which it is a party, influence paymentit will not, kickbackeither directly or through an intermediary, payoff, benefits improperly give 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 offer to give anything of value to a government official or employee (including gifts or entertainmentcandidate for government office), directly or indirectly, to any Government Official or commercial entity to obtain a business advantage such as Anti-Bribery Laws; (ii) been in violation an official of any Antigovernment-Bribery Lawrelated agency, offered, paid, promised to payinstrumentality or organisation or a public international organization, or authorized any payment a political party or transfer of anything of valueparty official (or candidate for party office) (collectively, directly or indirectlythe Relevant Persons; each, to any person a Relevant Person), for the purpose of (A) influencing any act or decision of Relevant Person’s decisions, inducing any Government Official in his official capacity, (B) inducing a Government Official Relevant Person to do or omit to do any act in relation to his lawful dutydoing some act, (C) or securing any improper advantage, .
6.2 Each party represents and warrants that (Da) inducing a Government Official to influence or affect any act, decision or omission of any Governmental Authority, or (E) assisting the Company or neither it nor any of its Subsidiaries, employees or any agent or any other Person acting for or on behalf officers is a Relevant Person; and (b) as of the Company date of execution of this agreement and during the term of this agreement, no then-serving Relevant Person is or any of its Subsidiaries, in obtaining or retaining business for or will become associated with, or will own or presently owns an interest, whether direct or indirect, in directing business to, such party or has or will have any Person; legal or (iii) accepted or received any contributions, payments, gifts, or expenditures that would be unlawful under any Anti-Bribery Lawbeneficial interest in this agreement.
6.3 Any breach of the foregoing obligation on the part of any party shall constitute a material breach of this agreement and shall entitle any of the other parties to exercise all available rights and remedies at law or equity.
6.4 Each party warrants that it is familiar with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (b) FCPA), the UK Bxxxxxx Xxx 0000 and the Chinese Amendments to the criminal law dealing with bribery and all applicable anti-corruption laws in effect in the jurisdictions in which such party conducts or will conduct business, including the Organisation for Economic Co-operation and Development’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
6.5 All officers and employees of JVC shall be required to attend comprehensive training regarding applicable anti-corruption laws on an annual basis. Officers and employees new to JVC shall complete training on applicable anti-corruption laws as part of their orientation to JVC and shall not participate in any transactions involving a Relevant Person until such training has been completed.
6.6 Officers and employees of JVC who regularly participate in transactions involving the Relevant Persons may be required to undergo more specialized training at the direction of JVC. Those officers and employees shall be separately notified of their training obligations.
6.7 Each of the Company officers and its Subsidiaries has instituted and maintains policies and procedures reasonably designed employees who complete JVC’s training program(s) referred to ensure compliance in all material respects with the Anti-Bribery Lawsthis clause 6 shall sign a written certification of attendance, which JVC will keep on file.
(c) As 6.8 JVC shall maintain records of officer and employee training attendance and shall ensure that all officers and employees have completed 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 Subsidiariestraining programs in compliance with this clause 6.
Appears in 1 contract
Anti-Corruption Compliance. Except as set forth in Section 4.25 of the Company Disclosure Letter:
(a) Neither the Company nor its Subsidiaries, nor any of their directors or officers, nor to the knowledge of the Company, any of their directors or officers, any of the Company or its Subsidiaries’ respective, employees, agents, commissioners (if any), Representatives or other Persons while acting for or on behalf of the Company or any of its Subsidiaries has, in has within the past four five (45) years: (i) made any bribe, influence payment, kickback, payoff, benefits or any other type of payment (whether tangible or intangible) ), or taken any action that would be unlawful under any applicable antiAnti-bribery or anticorruption (Bribery Laws, whether governmental or commercial) laws commercial (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-the Prevention of Corruption Act 1960 of Singapore, the Foreign Corrupt Practices Act of 1977, as amended, or the U.K. Bribery Act 2010 (collectively, “Anticorruption Laws”); (ii) been in violation of any Anti-Bribery Anticorruption 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 Anticorruption Law.
(b) Each of Neither the Company and nor 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 Subsidiaries, nor any of the date hereoftheir directors or officers, nor to the knowledge of the Company, there are no current any of the Company or pending its Subsidiaries’ respective, employees, agents, commissioners (if any), Representatives or other Persons acting for or on behalf of the Company or any of its Subsidiaries has within the past five (5) years been or is, the subject of any internal investigations, or third-party investigations (including by any Governmental Authority), or internal or external audits, or proceedings, 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.
(c) There have been no false or fictitious entries made in the books and records of the Company, or any of its Subsidiaries, relating to any unlawful offer, payment, promise to pay, or authorization of the payment of any money, or unlawful offer, gift, promise to give, or authorization of the giving of anything of value, including any bribe, kickback or other illegal or improper payment, and the Company, and its Subsidiaries, have not established or maintained a secret or unrecorded fund.
Appears in 1 contract
Samples: Business Combination Agreement (Aura Fat Projects Acquisition Corp)
Anti-Corruption Compliance. (a) Neither None of the Company nor its SubsidiariesApollo Entities, nor to the knowledge any director, officer, employee, agent or Representative of the Company, any Apollo acting on behalf 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: Apollo Entities:
(i) made has been convicted of, or, to Apollo’s Knowledge, accused, charged or investigated by any bribe, influence payment, kickback, payoff, benefits or Governmental Entity with 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 doubtviolation of, 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; Corruption/AML Law or other Applicable Law related to fraud, theft, embezzlement, bribery, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation, or sanctions violations;
(ii) been has taken any action which would cause any of the Apollo Entities to be in violation of any Anti-Bribery Corruption/AML Law;
(iii) has used any funds (whether of the Apollo Entities or otherwise) for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity;
(iv) has with a corrupt or improper intention directly or indirectly (through third parties) paid, provided, promised, offered, paidor authorized the payment or provision of money, promised to paya financial advantage, or authorized anything else of value to (A) an official, employee, or agent of any payment government, military, public international organization, state-owned or transfer affiliated entity (including sovereign wealth funds or public hospitals, universities, or research labs), political party, or any instrumentality thereof (collectively “Government Officials”), (B) a political party or candidate for political office, or (C) any other Person, for purposes of anything of valueobtaining, retaining, or directing Permits, licenses, favorable Tax or court decisions, special concessions, Contracts, business, or any other improper advantage;
(v) has otherwise offered, promised, authorized, provided, or incurred or will in the future offer, authorize, make, pay or receive, directly or indirectly, any bribe, kickback, or other corrupt or unlawful payment, expense, contribution, gift, entertainment, travel or other benefit or advantage (collectively, “Restricted Benefits”) to any person or for the purpose of (A) influencing any act or decision benefit of any Government Official Official, political party or candidate, or any other Person;
(vi) has solicited, accepted, or received any Restricted Benefits from any Person;
(vii) has established or maintained any slush fund or other unlawful or unrecorded fund or account;
(viii) has inserted, concealed, or misrepresented corrupt, illegal, or improper payments, expenses or other entries in his official capacity, their books and records;
(Bix) inducing is a Government Official or political candidate or has immediate family members who are Government Officials or political candidates;
(x) has concealed or disguised the existence, illegal origins, and/or illegal application of criminally derived income/assets or otherwise caused such income or assets to do appear to have legitimate origins or omit constitute legitimate assets;
(xi) has used any funds to do any act in relation to his lawful dutyfinance terrorist, (C) securing any improper advantage, (D) inducing a Government Official to influence or affect any act, decision or omission of any Governmental Authoritydrug-related, or other illegal activities;
(Exii) assisting the Company or any of its Subsidiarieshas violated, caused other parties to violate, or any agent is currently in violation of, directly 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 toindirectly, any Person; or (iii) accepted or received any contributions, payments, gifts, or expenditures that would be unlawful under provision of any Anti-Bribery LawCorruption/AML Laws or any Applicable Laws of similar effect; or
(xiii) has received any notice from any Person that alleges any of the foregoing.
(b) Each None of the Company and its Subsidiaries Apollo Entities has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material respects with been the Anti-Bribery Laws.
(c) As subject of the date hereof, to the knowledge of the Company, there are no current or pending internal investigations, or third-party investigations (including any enforcement action by any Governmental Authority)Entity, conducted any internal or government-initiated investigation, or internal made a voluntary or external audits, that address involuntary disclosure to any material allegations Governmental Entity with respect to any alleged act or information concerning possible material violations of the omission arising under or relating to any noncompliance with any Anti-Bribery Corruption/AML Laws related to the Company or by any of the CompanyApollo Entities. There are no pending or, to Xxxxxx’s SubsidiariesKnowledge, threatened claims against any of the Apollo Entities with respect to violations of any Anti-Corruption/AML Laws.
Appears in 1 contract
Anti-Corruption Compliance. (a) Neither the Company nor its SubsidiariesCompany, nor to the knowledge any of the Company, its predecessors or current or former Subsidiaries (including any of their directors respective employees, officers or officersdirectors), has, at all times since January 1, 2020, taken or failed to take any action that would cause it to be in violation of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the UK Bribery Act 2010 (“UKBA”), the (Indian) Prevention of Corruption Act, 1988 (“POCA”) any rules or regulations under these laws, or any other applicable anti-corruption or anti-kickback law or regulation, including without limitation: (i) the making of any offer or promise to pay, payment of, or authorization of payment of, directly or indirectly, money or anything of value to any person or Official, for the purpose of corruptly influencing an act or decision, inducing the doing or omission of any act in violation of a lawful duty, or securing an improper advantage, or the receipt of a corrupt payment or of anything of value under such circumstances; (ii) use of any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity; (iii) establishment or maintenance of any unlawful fund of corporate monies or other properties; or (iv) making of any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature. For purposes of this Agreement, an “Official” shall include any appointed or elected official, any government employee, any political party, party official, or candidate for political office, or any officer, director or employee of any Governmental Authority or employees of state-owned or state-controlled businesses.
(b) The Company and each of its Subsidiaries have in place adequate controls and systems to ensure compliance with applicable Laws pertaining to anti-corruption, including the FCPA, the UKBA and the POCA, in each of the Company or its Subsidiaries’ respective, employees, agents, Representatives or other Persons acting for or on behalf of jurisdictions in which the Company or any of its Subsidiaries has, currently does or in the past four (4) years: (i) made any bribehas done business, 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), either directly or indirectly. Neither the Company, 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 Lawits predecessors, 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 nor any of its SubsidiariesSubsidiaries has undergone or is undergoing, any audit, review, inspection, investigation, survey or examination by a Governmental Authority relating to the FCPA, the UKBA, the POCA, anti-corruption, or any agent or any other Person acting for or on behalf of anti-kickback activity. To 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 Knowledge of the Company, there are no threatened claims, nor presently existing facts or circumstances that would constitute a reasonable basis for any future claims, with respect to the FCPA, the UKBA, the POCA, anti-corruption, or anti-kickback activity by the Company, its predecessors, or its 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 former Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Kaleyra, Inc.)
Anti-Corruption Compliance. (a) Neither The Acquired Companies, including all Persons associated with any Acquired Company, have not at any time engaged since May 4, 2012 in any activity, practice, or conduct which constitutes a material violation of any “Anti-Corruption Law”, which means (i) the Company nor its SubsidiariesU.K. Xxxxxxx Xxx 0000 and the United States Foreign Corrupt Practices Xxx 0000, nor (ii) applicable laws enacted pursuant to the knowledge Organization of Economic Cooperation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and (iii) any other applicable laws, rules, or regulations of relevant jurisdictions prohibiting bribery and corruption including local anti-corruption laws in the countries in which each Acquired Company operates.
(b) To Seller’s Knowledge, since May 4, 2012, no Person associated with the Acquired Companies has directly or indirectly made, offered, promised to make, or authorized the making of any payment or provision of money, gift, or anything of value to any Person to influence any act, decision or omission, to obtain or retain business, to direct business to any Acquired Company or to secure any improper advantage for any Acquired Company.
(c) No Acquired Company nor, to the Knowledge of Seller, any Person associated with any Acquired Company is or since May 4, 2012 has been the subject of any investigation, inquiry, allegations, or proceedings by any Governmental Body or any customer regarding actual or alleged violations of the CompanyAnti-Corruption Laws, and to Seller’s Knowledge no such investigation, inquiry or proceeding is pending or threatened.
(d) For purposes of this Section 4.23, a Person is “associated” with an Acquired Company if that Person performs or has performed services in any of their directors or officers, any of the Company or its Subsidiaries’ respective, employees, agents, Representatives or other Persons acting capacity whatsoever 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)an Acquired Company, including Laws that prohibit the corrupt paymentany and all shareholders, offerofficers, promise directors, employees, Agents, joint ventures, joint venture partners, contractors, subcontractors, distributors, representatives, 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 consultants 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 LawAcquired Company.
(be) Each The representations and warranties in this Section 4.23 are the sole and exclusive representations and warranties of the Company Seller concerning any matters relating to compliance with Laws concerning corruption and its Subsidiaries has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material respects with the Anti-Bribery Lawsbribery.
(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.
Appears in 1 contract
Anti-Corruption Compliance. (a) Neither the Company nor its Subsidiaries, nor any of their directors or officers, nor to the knowledge of the Company, any of their directors or officers, any of the Company or its Subsidiaries’ respective, employees, agents, commissioners (if any), 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) ), or taken any action that would be unlawful under any applicable antiAnti-bribery or anticorruption (Bribery Laws, whether governmental or commercial) laws commercial (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-the Prevention of Corruption Act 1960 of Singapore, the Foreign Corrupt Practices Act of 1977, as amended, or the U.K. Bribery Act 2010 (collectively, “Anticorruption Laws”); (ii) been in violation of any Anti-Bribery Anticorruption 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 Anticorruption Law.
(b) Each of the Company and its Subsidiaries have implemented and maintains reasonable procedures to manage risks of non-compliance by each agent, director, commissioner, officer or employee of such Person with applicable Anticorruption Laws, and has instituted and maintains maintained internal controls, policies and procedures reasonably designed to ensure ensure, and which are reasonably expected to continue to ensure, continued compliance in all material respects with the Anti-Bribery Lawstherewith.
(c) As Neither the Company nor its Subsidiaries, nor any of the date hereoftheir directors or officers, nor to the knowledge of the Company, there are no current any of the Company or pending its Subsidiaries’ respective, employees, agents, commissioners (if any), Representatives or other Persons acting for or on behalf of the Company or any of its Subsidiaries has been or is, the subject of any internal investigations, or third-party investigations (including by any Governmental Authority), or internal or external audits, or proceedings, 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.
(d) There have been no false or fictitious entries made in the books and records of the Company, or any of its Subsidiaries, relating to any unlawful offer, payment, promise to pay, or authorization of the payment of any money, or unlawful offer, gift, promise to give, or authorization of the giving of anything of value, including any bribe, kickback or other illegal or improper payment, and the Company, and its Subsidiaries, have not established or maintained a secret or unrecorded fund.
Appears in 1 contract
Samples: Business Combination Agreement (DUET Acquisition Corp.)
Anti-Corruption Compliance. (a) Neither the Company nor its Subsidiaries, nor any of their directors or officers, nor to the knowledge of the Company, any of their directors or officers, any of the Company or its Subsidiaries’ respective, employees, agents, commissioners (if any), 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) ), or taken any action that would be unlawful under any applicable antiAnti-bribery or anticorruption (Bribery Laws, whether governmental or commercial) laws commercial (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 the Prevention of Corruption Axx 0000 of Singapore, the Foreign Corrupt Practices Act of 1977, as amended, or the U.K. Bxxxxxx Xxx 0000 (collectively, “Anticorruption Laws”); (ii) been in violation of any Anti-Bribery Anticorruption 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 Anticorruption Law.
(b) Each of the Company and its Subsidiaries have implemented and maintains reasonable procedures to manage risks of non-compliance by each agent, director, commissioner, officer or employee of such Person with applicable Anticorruption Laws, and has instituted and maintains maintained internal controls, policies and procedures reasonably designed to ensure ensure, and which are reasonably expected to continue to ensure, continued compliance in all material respects with the Anti-Bribery Lawstherewith.
(c) As Neither the Company nor its Subsidiaries, nor any of the date hereoftheir directors or officers, nor to the knowledge of the Company, there are no current any of the Company or pending its Subsidiaries’ respective, employees, agents, commissioners (if any), Representatives or other Persons acting for or on behalf of the Company or any of its Subsidiaries has been or is, the subject of any internal investigations, or third-party investigations (including by any Governmental Authority), or internal or external audits, or proceedings, 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.
(d) There have been no false or fictitious entries made in the books and records of the Company, or any of its Subsidiaries, relating to any unlawful offer, payment, promise to pay, or authorization of the payment of any money, or unlawful offer, gift, promise to give, or authorization of the giving of anything of value, including any bribe, kickback or other illegal or improper payment, and the Company, and its Subsidiaries, have not established or maintained a secret or unrecorded fund.
Appears in 1 contract
Samples: Business Combination Agreement (Fat Projects Acquisition Corp)
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 three (43) 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.
Appears in 1 contract
Samples: Business Combination Agreement (Acri Capital Acquisition Corp)
