Anti-Corruption Law Compliance. (a) To the Knowledge of SPAC, no director, officer, manager, employee, agent or third-party representative of SPAC (in their capacities as such) (i) has made, authorized, solicited or received any unlawful bribe, rebate, payoff, influence payment or kickback, (ii) has used or is using any corporate funds for any contributions, gifts, entertainment, hospitality, travel, in each case, to the extent illegal, or (iii) has, directly or indirectly, knowingly made, offered, authorized, facilitated, received or promised to make or receive, any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to or from any officer of a Governmental Entity or other Person in violation of applicable Anti-Corruption Laws. There are no pending legal, regulatory, or administrative Proceedings, filings, Orders, or, to the Knowledge of SPAC, governmental investigations, alleging (i) any such unlawful payments, contributions, gifts, entertainment, bribes, rebates, kickbacks, financial or other advantages, (ii) any other violation of any Anti-Corruption Law.
(b) The transactions of SPAC are accurately reflected on their respective books and records in compliance in all material respects with applicable Anti-Corruption Laws.
Anti-Corruption Law Compliance. Each Party acknowledges that it is aware of, and agrees to abide by, the obligations imposed by Applicable Laws relating to the payment or transfer of anything of value to governments, government officials, political parties or political party officials (or relatives or associates of such officials) (“Covered Person”) for the purpose of obtaining or retaining business for or with, or directing business to, any person. Such laws include the U.S. Foreign Corrupt Practices Act, UK Bribery Act of 0000, Xxxxx Unfair Competition Prevention Act, OECD Anti-Bribery Convention, and other anti-corruption or anti-bribery laws now in effect or as may come into effect from time to time during the Term (collectively, “Anti-Corruption Laws”). By signing this Agreement, each Party represents, warrants and covenants (as applicable) to the other Party that:
1.1.1 it is familiar with the provisions and restrictions contained in the Anti-Corruption Laws as now in effect and will familiarize itself with any changes or additions thereto as may be enacted or promulgated following the date of this Agreement;
1.1.2 it shall at all times comply with the Anti-Corruption Laws applicable to it and shall put in place practices, policies and procedures designed to ensure such compliance and to identify any incident of non-compliance;
1.1.3 it shall notify the other Party immediately upon becoming aware of any breach of, or failure to comply with, any Anti-Corruption Law, in connection with the performance of its obligations under this Agreement;
1.1.4 it shall not, in the course of its duties under this Agreement, offer, promise, give, demand, seek or accept, directly or indirectly, any gift or payment, consideration or benefit in kind to any Covered Person that would or could be construed as an illegal or corrupt practice;
1.1.5 it is not a Covered Person or not acting on behalf of any Covered Person; and
1.1.6 it shall immediately notify the other Party of any attempt by any Covered Person to directly or indirectly solicit, ask for, or attempt to extort anything of value from it, its Affiliates or Sublicensees, and shall refuse any such solicitation, request or extortionate demand except a facilitating payment as expressly permitted under the Anti-Corruption Laws.
Anti-Corruption Law Compliance. (a) None of the Group Companies has or has permitted any of its subsidiaries or Affiliates (as defined below) or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to promise, authorize or make any payment to, or otherwise contribute any item of value, directly or indirectly, to any third party, including any Non-U.S. Official, in each case, in violation of the United States Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act, anti-corruption laws of the PRC or other applicable laws, nor has any of the above person 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, to any government official or to any person under circumstances where there is a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any government official, for the purpose of:
(i) influencing any act or decision of such government official in his official capacity, inducing such government official to do or omit to do any act in relation to his lawful duty, securing any improper advantage, or inducing such government official to influence or affect any act or decision of any governmental authority; or
(ii) assisting any Group Company in obtaining or retaining business for or with, or directing business to any Group Company.
(b) Each of the Group Companies has adopted the anticorruption control policies. None of the Group Companies and other Seller Parties and their respective Agents is or has ever been found by a governmental authority to have violated any criminal or securities law or is subject to any indictment or any government investigation for bribery. To the knowledge of the Seller Parties, none of the beneficial owners of any equity securities or other interest in any Group Company are government official.
(c) Unless otherwise defined in this Agreement, “Affiliate” is defined in Rule 405 promulgated under the Security Act.
Anti-Corruption Law Compliance. None of the Group Companies or, to the knowledge of the Seller Parties, any director, officer, agent, employee, or any other person acting for or on behalf of any Group Company, has violated the United States Foreign Corrupt Practices Act (the “FCPA”), anti-corruption laws of the PRC or other applicable laws, nor has any of the above Person 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, to any government official or to any person under circumstances where there is a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any government official, for the purpose of:
(a) (i) influencing any act or decision of such government official in his official capacity, (ii) inducing such government official to do or omit to do any act in relation to his lawful duty, (iii) securing any improper advantage, or (iv) inducing such government official to influence or affect any act or decision of any governmental authority; or
(b) assisting any Group Company in obtaining or retaining business for or with, or directing business to any Group Company.
Anti-Corruption Law Compliance. (a) None of the Group Companies has or has permitted any of its subsidiaries or Affiliates (as defined below) or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to promise, authorize or make any payment to, or otherwise contribute any item of value, directly or indirectly, to any third party, including any Non-U.S. Official, in each case, in violation of the United States Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act, anti-corruption laws of the PRC or other applicable laws, nor has any of the above person 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, to any government official or to any person under circumstances where there is a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any government official, for the purpose of:
(i) influencing any act or decision of such government official in his official capacity, (ii) inducing such government official to do or omit to do any act in relation to his lawful duty, (iii) securing any improper advantage, or (iv) inducing such government official to influence or affect any act or decision of any governmental authority; or
(ii) assisting any Group Company in obtaining or retaining business for or with, or directing business to any Group Company.
(b) Each of the Group Companies has adopted the anticorruption control policies. None of the Group Companies and other Seller Parties and their respective Agents is or has ever been found by a governmental authority to have violated any criminal or securities law or is subject to any indictment or any government investigation for bribery. To the knowledge of the Seller Parties, none of the beneficial owners of any equity securities or other interest in any Group Company are government official.
(c) Unless otherwise defined in this Agreement, “Affiliate” is defined in Rule 405 promulgated under the Security Act. Notwithstanding the foregoing, the Parties acknowledge and agree that (a) the name “Sequoia Capital” is commonly used to describe a variety of entities (collectively, the “Sequoia Entities”) that are affiliated by ownership or operational relationship and engaged in a broad range of activities related to investing and securities trading and (b) notwithstanding any other provision of...
Anti-Corruption Law Compliance. None of the Founders or the Founder Holding Companies, or to the Knowledge of the Warrantors, none of the Group Companies, directors (excluding director appointed by the holders of Preferred Shares), Key Officers or key employees with position of vice president or higher acting for or on behalf of the Group Companies, has violated the Anti-Corruption Law, nor has any of the above Persons 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, to any Government Official or to any Person under circumstances where there is a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:
(i) (A) influencing any act or decision of such Government Official in his official capacity, (B) inducing such Government Official to do or omit to do any act in relation to his lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority, or
(ii) assisting any Group Company in obtaining or retaining business for or with, or directing business to any Group Company.
Anti-Corruption Law Compliance. None of the Warrantors or, any director, officer, agent, employee, or any other Person acting for or on behalf of the foregoing, has violated the Anti-Corruption Law, nor has any of the above Persons 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, to any Government Official or to any Person under circumstances where there is a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:
(i) (A) influencing any act or decision of such Government Official in his official capacity, (B) inducing such Government Official to do or omit to do any act in relation to his lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority, or
(ii) assisting any Group Company in obtaining or retaining business for or with, or directing business to any Group Company.
Anti-Corruption Law Compliance. (a) Since the Lookback Date, in connection with or relating to the business of the ML Companies, no ML Company, and to the Knowledge of the Company, no director, officer, manager, employee, agent or third-party representative of any ML Company (in their capacities as such) (i) has made, authorized, solicited or received any unlawful bribe, rebate, payoff, influence payment or kickback, (ii) has used or is using any corporate funds for any contributions, gifts, entertainment, hospitality, travel, in each case, to the extent illegal, or (iii) has, directly or indirectly, knowingly made, offered, authorized, facilitated, received or promised to make or receive, any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to or from any officer of a Governmental Entity or other Person in violation of applicable Anti-Corruption Laws. There are no pending legal, regulatory, or administrative Proceedings, filings, Orders, or, to the Knowledge of the Company, governmental investigations, alleging (i) any such unlawful payments, contributions, gifts, entertainment, bribes, rebates, kickbacks, financial or other advantages, (ii) any other violation of any Anti-Corruption Law.
(b) The transactions of the ML Companies are accurately reflected on their respective books and records in compliance in all material respects with applicable Anti-Corruption Laws.
Anti-Corruption Law Compliance. Provider does not tolerate bribery or corruption. Provider may immediately terminate this Agreement or suspend its performance hereunder if Partner breaches this Section or refuses to provide information requested by Provider to confirm its compliance with this Section of the Agreement. As used herein, the “Anti-Corruption Laws” means the anti-corruption or anti-bribery laws in effect in jurisdictions where Partner markets or sells Provider products or services. The Anti-Corruption Laws specifically include the Foreign Corrupt Practices Act of the United States and the Bribery Act 2010 of the United Kingdom. The parties agree to comply
i. offer, promise, or give any financial or other advantage to any person(s) (public or private): (i) in order to induce a person to improperly perform a relevant function or duty; (ii) to reward a person for such improper activity; or (iii) where the person knows or believes that the acceptance of the advantage is itself an improper performance of a function or duty; and
ii. offer, promise, or give any financial or other advantage to a public official, either directly or through a third party intermediary, with the intent to obtain or retain business or an advantage in the conduct of business by either (i) influencing the official in his official capacity, (ii) inducing such foreign official to do or omit to do any act in violation of his lawful duties, (iii) securing any improper advantage; or (iv) inducing the official to use his influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality. Partner’s Specific Commitments:
iii. Third Parties. Partner agrees that in the event that Partner subcontracts the provision of any element of this Agreement to any person or receives any services in connection with its performance of this Agreement from any person (each such person being an "Associated Person"), it shall impose upon such Associated Person obligations that are no less onerous than those imposed upon Partner in this Agreement.
Anti-Corruption Law Compliance. (a) None of SPAC or any of its Affiliates, directors, officers or employees, or, to the Knowledge of SPAC, any other Representative of SPAC (in their capacities as such) (i) has made, authorized, solicited or received any unlawful bribe, rebate, payoff, influence payment or kickback, (ii) has used or is using any corporate funds for any contributions, gifts, entertainment, hospitality, travel, in each case, to the extent illegal, or (iii) has, directly or indirectly, knowingly made, offered, authorized, facilitated, received or promised to make or receive, any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to or from any officer of a Governmental Entity or other Person in violation of applicable Anti-Corruption Laws. There are no pending legal, regulatory, or administrative Proceedings, filings, Orders, or, to the Knowledge of SPAC, governmental investigations, alleging (i) any such unlawful payments, contributions, gifts, entertainment, bribes, rebates, kickbacks, financial or other advantages, (ii) any other violation of any Anti-Corruption Law.
(b) The transactions of SPAC are accurately reflected on its books and records in compliance in all material respects with applicable Anti-Corruption Laws.
