Anti-Corruption; International Trade. (a) Since January 1, 2016, except as set forth in Section 3.21 of the Company Disclosure Letter, none of the Company, any of its Subsidiaries, or any of their respective directors, officers, or employees has, nor, to the Knowledge of the Company, have any of their other respective Representatives, violated any Anti-Corruption Laws, nor has the Company, any Subsidiary of the Company, any of their respective directors, officers, or employees nor, to the Knowledge of the Company, any other Representative of the Company or any of its Subsidiaries offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, including cash, checks, wire transfers, tangible and intangible gifts, favors, services, or those entertainment and travel expenses that go beyond what is reasonable and customary, to any Government Official or to any Person for the purpose of influencing any act or decision of a Government Official in their official capacity, securing any improper advantage, or assisting the Company or any Subsidiary of the Company in obtaining or retaining business, in violation of any Anti-Corruption Laws. (b) The Company, each of its Subsidiaries, and their respective directors, officers, employees and, to the Knowledge of the Company, other Representatives are in compliance with all applicable Laws relating to imports, exports and economic sanctions, including all applicable Laws administered and enforced by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the U.S. State Department (including the Directorate of Defense Trade Controls), the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”), or U.S. Customs and Border Protection (“Trade Laws”). Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, since January 1, 2016, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, employees or, to the Knowledge of the Company, other Representatives has been a party to any Contract or engaged in any transaction or other business, directly or indirectly, (i) in breach of any applicable Trade Laws or (ii) except as authorized under applicable Trade Laws, with any Governmental Authority or other Person that (w) appears on any list of sanctioned parties (including any Person that appears on OFAC’s Specially Designated Nationals and Blocked Persons List or Sectoral Sanctions Identification List or BIS’s Denied Persons, Entity, or Unverified Lists), (x) is located or organized in any country or territory that is, or at the time of the transaction or business was, subject to comprehensive OFAC sanctions (including Cuba, Iran, North Korea, Syria, Sudan or the Crimea region of Ukraine), (y) is the Government of Venezuela, as defined in Executive Order 13884 of August 5, 2019 or (z) is 50% or more owned or otherwise controlled by a Person described in clause (w), (x) or (y). (c) Notwithstanding anything to the contrary in this Agreement, the representations and warranties in this Section 3.21 are the Company’s exclusive representations and warranties relating to its compliance with Anti-Corruption Laws and Trade Laws.
Appears in 3 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.)
Anti-Corruption; International Trade. (a) Since January 1, 2016, except as set forth in Section 3.21 of the Company Disclosure Letter2017, none of the Company, any of its Subsidiaries, or any of their respective directors, officers, or employees has, nor, to the Knowledge of the Company, have any of their agents or other respective RepresentativesPerson acting on their behalf, violated any Anti-Corruption Laws, nor has the Company, any Subsidiary of the Company, any of their respective directors, officers, or employees nor, to the Knowledge of the Company, any other Representative of the Company or any of its Subsidiaries offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, including cash, checks, wire transfers, tangible and intangible gifts, favors, services, or those entertainment and travel expenses that go beyond what is reasonable and customary, to any Government Official or to any Person for the purpose of influencing any act or decision of a Government Official in their official capacity, securing any improper advantage, or assisting the Company or any Subsidiary of the Company in obtaining or retaining business, in each case in violation of any Anti-Corruption Laws.
(b) The Company, each of its Subsidiaries, and their respective directors, officers, employees officers and, to the Knowledge of the Company, employees and other Representatives are in compliance in all material respects with all applicable Laws relating to imports, exports and economic sanctions, including all applicable Laws administered and enforced by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the U.S. State Department (including the Directorate of Defense Trade Controls), the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”), or U.S. Customs and Border Protection (“Trade Laws”). Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, since January 1, 20162017, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, employees officers or, to the Knowledge of the Company, employees or other Representatives has been a party to any Contract or engaged in any transaction or other business, directly or indirectly, (i) in breach of any applicable Trade Laws or (ii) except as authorized to the extent it would be prohibited under applicable Trade Laws, with any Governmental Authority or other Person that (wA) appears on any applicable list of sanctioned parties (including any Person that appears on OFAC’s Specially Designated Nationals and Blocked Persons List or Sectoral Sanctions Identification List or BIS’s Denied Persons, Entity, or Unverified Lists), (xB) is located or organized in any country or territory that is, or at the time of the transaction or business was, subject to comprehensive OFAC sanctions (including Cuba, Iran, North Korea, Syria, Sudan Syria or the Crimea region of Ukraine), (y) is the Government of Venezuela, as defined in Executive Order 13884 of August 5, 2019 or (zC) is 50% or more owned or otherwise controlled by a Person described in clause (w), (xA) or (yB).
(c) Notwithstanding anything to the contrary in this Agreement, the representations and warranties in this Section 3.21 are the Company’s exclusive representations and warranties relating to its compliance with Anti-Corruption Laws and Trade Laws.
Appears in 2 contracts
Samples: Series B 1 Convertible Preferred Stock Purchase Agreement (Fluidigm Corp), Series B 2 Convertible Preferred Stock Purchase Agreement (Fluidigm Corp)
Anti-Corruption; International Trade. (a) Since January 1, 2016, except as set forth in Section 3.21 of the Company Disclosure Letter, none of Neither the Company, nor any of its Subsidiaries, or any of their respective it directors, officers, or employees or any of its agents, representatives, consultants, or any other Person acting for or on behalf of the foregoing in connection with the Company’s business (individually or collectively) has, in the past five (5) years, taken any act in violation in any material respect of the U.S. Foreign Corrupt Practices Act, or any other applicable anti-bribery or anticorruption Laws in any jurisdictions where the Company conducts business (“Anticorruption Laws”). In the past five (5) years, the Company has made no voluntary or involuntary disclosures to any Governmental Authority regarding any violations of any Anticorruption Laws or undertaken or initiated any internal investigation with respect thereto. Notwithstanding the generality of the foregoing, neither the Company, nor, to the Knowledge of the Company, have any of their other respective Representatives, violated any Anti-Corruption Laws, nor has the Company, any Subsidiary of the Company’s Knowledge, any of their respective its employees, officers or directors, officersagents, or employees norother Person acting for or on behalf of them, to has, in the Knowledge of the Company, any other Representative of the Company or any of its Subsidiaries past five (5) years offered, paid, promised to pay, or authorized the payment of any moneyof, received, or solicited anything of value under circumstances such that all or a portion of such thing of value would be offered, given, promised to giveor promised, or authorized the giving of anything of valuedirectly or, including cashknowingly, checks, wire transfers, tangible and intangible gifts, favors, services, or those entertainment and travel expenses that go beyond what is reasonable and customaryindirectly, to any Government Official or Person to any Person for the purpose of influencing any act or decision of a Government Official in their official capacity, securing obtain any improper advantage, or assisting the Company or any Subsidiary of the Company in obtaining or retaining business, in violation of any Anti-Corruption Laws.
(b) The Company, each and all of its Subsidiaries, and their respective directors, officersofficers and employees and its agents, employees andemployees, representatives, consultants, or any other Person acting for or on behalf of the foregoing in connection with the Company’s business (individually or collectively), in the prior five (5) years: (i) have complied with all applicable export and re-export Laws (“Export Controls”), including the Export Administration Regulations, administered by the U.S. Department of Commerce; (ii) have not directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of any goods, services, items, software, technology or technical data without obtaining any prior required authorization from the competent Governmental Authority as required by Export Controls; (iii) have not conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to Export Controls, or been the subject of any Proceedings (which, with respect to any investigation or inquiry is limited to the Knowledge Company’s Knowledge) related to violations of Export Controls.
(c) Neither the Company, other Representatives are in compliance with all applicable Laws relating to imports, exports and economic sanctions, including all applicable Laws administered and enforced by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the U.S. State Department (including the Directorate of Defense Trade Controls), the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”), or U.S. Customs and Border Protection (“Trade Laws”). Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, since January 1, 2016, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officersofficers or employees, employees oror agents, to the Knowledge representatives, consultants, or any other Person in each case acting for or on behalf of the foregoing in connection with the Company, other Representatives ’s business (individually or collectively) conducts or has been a party to any Contract or engaged in any transaction the past five (5) years conducted transactions or other businessdealings, directly or indirectly, (i) with any Sanctioned Person, or with any other Person with whom a U.S. or EU Person is prohibited from dealing under the relevant Law of the United States or the EU; or is in breach material violation of any applicable Trade Laws economic sanctions Law in connection with the business of the Company. Neither the Company nor, to the Company’s knowledge, any of the Company's directors or executive officers is a Sanctioned Person. In the past five (ii5) except as authorized under applicable Trade Lawsyears, with the Company has made no voluntary or involuntary disclosures to any Governmental Authority under applicable economic sanctions Law or other Person that undertaken or initiated any internal investigation with respect thereto and has not been the subject of any Proceeding (wwhich, with respect to any investigation or inquiry is limited to the Company’s Knowledge) appears on any list of sanctioned parties (including any Person that appears on OFAC’s Specially Designated Nationals and Blocked Persons List or Sectoral Sanctions Identification List or BIS’s Denied Persons, Entity, or Unverified Lists), (x) is located or organized in any country or territory that is, or at regarding the time compliance of the transaction or business was, subject to comprehensive OFAC sanctions (including Cuba, Iran, North Korea, Syria, Sudan or the Crimea region of Ukraine), (y) is the Government of Venezuela, as defined in Executive Order 13884 of August 5, 2019 or (z) is 50% or more owned or otherwise controlled by a Person described in clause (w), (x) or (y)Company with such Law.
(cd) Notwithstanding anything to The Company, and all of its directors, officers, and employees, and its agents, representatives, consultants, or any other Person acting for or on behalf of the contrary foregoing in this Agreement, the representations and warranties in this Section 3.21 are connection with the Company’s exclusive representations business (individually or collectively) have, in the past five (5) years, complied with all applicable import Laws, including Title 19 of the U.S. Code and warranties relating to its compliance with Anti-Corruption Laws and Trade LawsTitle 19 of the Code of Federal Regulations.
Appears in 1 contract
