Anti-Corruption Laws Compliance. None of the Group Companies or, to the best knowledge of the Covenantors, any director, officer, agent, employee, or any other Person acting for or on behalf of the foregoing, has materially violated any anti-corruption or anti-bribery laws, 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) 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 assisting any Group Company in obtaining or retaining business for or with, or directing business to any Group Company.
Anti-Corruption Laws Compliance. None of the Group Companies shall, and the Covenantors shall not permit any of the Group Companies or their respective Affiliates to, permit any of its Subsidiaries or Affiliates or any of its or their respective directors, administrators, officers, managers, board of directors (supervisory and management) members, employees, independent contractors, representatives or agents to, promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, any non-U.S. official or any other Person, in each case, in violation of any Anti-Corruption Laws. Each Group Company further covenants that it shall, and the Covenantors shall cause each Group Company and each of their respective Affiliates to, (a) cease all of its or their respective activities, as well as remediate any actions taken by any Group Company, its Subsidiaries or Affiliates, or any of its or their respective directors, administrators, officers, managers, board of directors (supervisory and management) members, employees, independent contractors, representatives or agents in violation of any Anti-Corruption Laws or any other applicable anti-bribery or anti-corruption law, and (b) maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions Laws.
Anti-Corruption Laws Compliance. Each Warrantor has not, and to the best Knowledge of each Warrantor, no director, officer, employee, agent or representative of the Holding Company or any Group Company has, taken any action in furtherance of an offer, payment, promise to pay, or authorization or Approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any person to improperly influence official action by that person for the benefit of the Holding Company or any Group Company, or to otherwise secure an improper business advantage for the Holding Company or any Group Company; and each of the Holding Company and the Group Companies has conducted its businesses in compliance with applicable Anti-Corruption Laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
Anti-Corruption Laws Compliance. Each of the Holding Company and the Group Companies shall not, and each of the Warrantors shall procure that any director, officer, employee, agent or representative of the Holding Company or any Group Company shall not, take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any person to improperly influence official action by that person for the benefit of the Holding Company or any Group Company, or to otherwise secure an improper business advantage for the Holding Company or any Group Company. Each of the Holding Company and the Group Companies shall conduct its businesses in compliance with applicable Anti-Corruption Laws, and will continue to maintain policies and procedures designed to promote and achieve compliance with such Laws.
Anti-Corruption Laws Compliance. None of the Sellers or other Person associated with or acting on behalf of the Sellers (a) has made, offered, authorized, or facilitated, any direct or indirect unlawful payment, offer of payment, or promise of payment of any money or anything of value to (i) any official, representative or employee of any government or government-affiliated entity (including any state-owned or partially state-owned entity), (ii) any elected official, (iii) any political party official or any candidate for political office, (iv) any official, representative or employee of a public international organization, or (v) any private person acting in an official capacity for or on behalf of a government or government-affiliated entity or any public international organization, in each case in violation of the applicable anti-corruption laws of jurisdictions in which the Target Group Companies conduct their businesses or to which they are otherwise subject, (b) has violated any other anti-bribery or anti-corruption laws of any jurisdiction to which the Target Group Companies are subject, including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1. et seq., (c) has made, offered, authorized, facilitated, or promised any bribe, unlawful rebate, payoff, influence payment, or kickback, (d) has established, or maintained, or is maintaining, any unlawful fund of corporate monies or other properties, or (e) has used or is using any corporate funds for any illegal contributions, gifts, entertainment, travel, or other unlawful expenses. Further, none of the Sellers, or other Person associated with or acting on behalf of the Sellers is a party to or beneficiary of any contract or agreement, including any product purchasing agreement, that was the product of or that was influenced by the unlawful payment or promise of payment of anything of value to any government official, representative or employee.
Anti-Corruption Laws Compliance. Provider represents, warrants and covenants that neither Provider nor any affiliate of Provider or Provider Agent nor any officer or employee of Provider or Affiliate of Provider or Provider Agent has taken or shall take any action or make any payment in violation of, or which may cause Provider or any Affiliate of Provider or Provider Agent or Company or any Affiliate of Company to be in violation of, the Foreign Corrupt Practices Act of 1977, as amended, or any comparable Laws in any country from or to which Service is provided by Provider or any Provider Agent (collectively, the “FCPA”). Provider further represents that no person employed by Provider or any Provider Agent in connection with its obligations under the Agreement is an official of the government of any country or of any agency thereof, and that no part of any monies or consideration paid hereunder shall accrue for the benefit of any such official. For purposes of reasonably ensuring compliance with the FCPA, Provider shall make available for audit by Company or its designee, upon Company’s reasonable request at any time during the MSA Term and Termination Assistance Period(s), books, records and other documentation relevant to its business activities conducted pursuant to the Agreement. Company represents, warrants and covenants that neither Company nor any affiliate of Company nor any officer or employee of Company or Affiliate of Company has taken or shall take any action or make any payment in violation of, or which may cause Company or any Affiliate of Company or Provider or any Affiliate of Provider to be in violation of, the FCPA. Company further represents that no person employed by Company in connection with its obligations under the Agreement is an official of the government of any country or of any agency thereof, and that no part of any monies or consideration paid hereunder shall accrue for the benefit of any such official.
Anti-Corruption Laws Compliance. Neither of the BabyCare Companies or any of their respective Representatives has violated the Anti-Corruption Laws, 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 (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 for purpose of assisting any BabyCare Company in obtaining or retaining business for or with, or directing business to any BabyCare Company.
Anti-Corruption Laws Compliance. Neither the members of the Company Group nor any of their respective officers, directors, or employees any of their other Representatives or any other authorized Persons acting for or on behalf of any of the foregoing, has, directly or indirectly, (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign official, political party or candidate or any other Person for any improper purpose or (iii) otherwise made, offered, received, authorized, promised, paid or retained any improper payment, in each case in violation of any applicable Anti-Corruption Laws. The Company has maintained, and has caused each of its Subsidiaries to maintain, systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) and written policies designed to ensure compliance with Anti-Corruption Laws in all material respects, and designed to ensure that all books and records of the Company Group accurately and fairly reflect, in reasonable detail, all material transactions and material dispositions of funds and assets in relation thereto. Neither the Company Group nor any of its officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to any Anti-Corruption Law, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company Group, taken as a whole.
