Common use of Anti-Corruption; Sanctions Clause in Contracts

Anti-Corruption; Sanctions. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Parent Subsidiary, nor any of their respective directors, officers or employees, nor, to the knowledge of Parent, any other Person acting on behalf of Parent or any Parent Subsidiary, has, at any time during the past five (5) years, taken any action in violation of the FCPA or other applicable Bribery Legislation (in each case to the extent applicable), (ii) neither Parent nor any Parent Subsidiary, nor any of their respective directors, officers or employees, are, or at any time during the past five (5) years have been, subject to any actual, pending, or threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving Parent or any Parent Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA, (iii) Parent and each Parent Subsidiary has made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent and each Parent Subsidiary as required by the FCPA, (iv) Parent and each Parent Subsidiary has instituted policies and procedures reasonably designed to ensure compliance with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force and (v) no officer, director, or employee of Parent or any Parent Subsidiary is a Government Official. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of Parent nor any Parent Subsidiary, nor any of their respective directors, officers or employees (i) is a Sanctioned Person, (ii) has in the past five (5) years engaged in, has any plan or commitment to engage in, direct or indirect dealings with any Sanctioned Person or in any Sanctioned Country on behalf of Parent or any Parent Subsidiary, except pursuant to a license from the United States, or (iii) has in the past five (5) years violated, or engaged in any conduct sanctionable under, any Sanctions Law, nor to the knowledge of Parent, been the subject of an investigation or allegation of such a violation or sanctionable conduct.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc), Agreement and Plan of Merger (Allergan PLC), Merger Agreement (Kythera Biopharmaceuticals Inc)

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Anti-Corruption; Sanctions. (a) Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect, (i) neither Parent the Company nor any Parent the Company Subsidiary, nor any of their respective directors, officers or employees, nor, to the knowledge of Parentthe Company, any other Person acting on behalf of Parent the Company or any Parent the Company Subsidiary, has, at any time during the past five (5) years, taken any action in violation of the FCPA or other applicable Bribery Legislation (in each case to the extent applicable), ) and (ii) neither Parent the Company nor any Parent the Company Subsidiary, nor any of their respective directors, officers or employees, are, or at any time during the past five (5) years have been, subject to any actual, pending, or or, to the knowledge of the Company threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actionsProceedings, or made any voluntary disclosures to any Governmental Entity, involving Parent the Company or any Parent the Company Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA, (iii) Parent . The Company and each Parent the Company Subsidiary has made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent the Company and each Parent the Company Subsidiary as required by the FCPA, (iv) Parent FCPA in all material respects. The Company and each Parent the Company Subsidiary has instituted policies and procedures reasonably designed to ensure compliance in all material respects with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force and (v) force. To the knowledge of the Company, no officer, director, or employee of Parent the Company or any Parent the Company Subsidiary is a Government Official. (b) Except as would not reasonably be expected to have, individually or in Neither the aggregate, a Parent Material Adverse Effect, none of Parent Company nor any Parent the Company Subsidiary, nor any of their respective directors, officers or employees employees, nor, to the knowledge of the Company, any other Person acting on behalf of the Company or the Company Subsidiary (i) is or has been a Sanctioned Person, (ii) has in the past five (5) years engaged in, has any plan or commitment to engage in, direct or indirect dealings with any Sanctioned Person or in any Sanctioned Country on behalf of Parent the Company or any Parent the Company Subsidiary, except pursuant to a license from the United States, or (iii) has in the past five (5) years violated, or engaged in any conduct sanctionable under, any Sanctions Law, U.S. or applicable foreign law or regulation pertaining to export controls, or applicable antiboycott Laws or regulations, nor to the knowledge of Parentthe Company, been the subject of an investigation or allegation of such a violation or sanctionable conduct.

Appears in 2 contracts

Samples: Merger Agreement (Indivior PLC), Merger Agreement (Indivior PLC)

Anti-Corruption; Sanctions. (a) Except Since June 1, 2019, the Company and its Subsidiaries, and each of their respective directors, officers, and employees, and their agents and representatives (each acting in their capacity as such) have conducted business in compliance in all material respects with the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010 and the provisions of any other applicable domestic or foreign anti-corruption laws (“Anti-Corruption Laws”). The Company and each Subsidiary have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance by the Company and its Subsidiaries and each of their respective directors, officers, employees, agents, and representatives with Anti-Corruption Laws, for reporting a breach or suspected breach of Anti-Corruption Laws and for ensuring any such reports are properly investigated and acted upon. No Governmental Entity is investigating or has conducted, initiated or threatened any investigation of the Company or its Subsidiaries in connection with an alleged, suspected or potential violation of any Anti-Corruption Law, nor, to the Knowledge of the Company, are there circumstances which would be reasonably likely to give rise to any such investigation. The Company and its Subsidiaries have not made any voluntary or involuntary disclosure to a Governmental Entity regarding an actual, suspected or alleged violation of Anti-Corruption Laws, nor, to the Knowledge of the Company, are there circumstances which would be reasonably be expected likely to havegive rise to any such disclosure. (b) Since June 1, individually 2019, the Company and its Subsidiaries, and each of their respective directors, officers, and employees, and their agents and representatives (each acting in their capacity as such) have at all times complied with Sanctions in all material respects. Since June 1, 2019, none of the Company or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Parent Subsidiaryits Subsidiaries, nor any of their respective directors, officers or officers, and employees, norand agents, to or third parties acting on their behalf or for their benefit: (i) has been or is a Sanctioned Person or otherwise the knowledge subject of ParentSanctions; (ii) has been or is owned or controlled by a Sanctioned Person; (iii) has been or is organized or ordinarily resident in any Sanctioned Country; (iv) has maintained or maintains any offices, branches, operations, assets, investments, employees, or agents in any country or territory that was at that time a Sanctioned Country; (v) has, since June 1, 2019, participated in any transaction or business dealing with any Person or in any country or territory that at the time of such transaction or business dealing was a Sanctioned Person or a Sanctioned Country; (vi) has, since June 1, 2019, received from any Governmental Entity or any other Person any written notice, inquiry, or internal or external allegation regarding an actual or alleged violation of Sanctions; or (vii) has, since June 1, 2019, made any voluntary or involuntary disclosure to a Governmental Entity regarding an actual or alleged violation of Sanctions. (c) Since June 1, 2019, each of the Company and its Subsidiaries, and their respective directors, officers, and employees, and other Persons acting on behalf of Parent the Company or any Parent Subsidiary, has, at any time during the past five (5) years, taken any action its Subsidiaries have complied with applicable Anti-Money Laundering Law in violation of the FCPA or other applicable Bribery Legislation (all material respects. The Company and its Subsidiaries have implemented and maintain in each case to the extent applicable), (ii) neither Parent nor any Parent Subsidiary, nor any of their respective directors, officers or employees, are, or at any time during the past five (5) years have been, subject to any actual, pending, or threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving Parent or any Parent Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA, (iii) Parent and each Parent Subsidiary has made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent and each Parent Subsidiary as required by the FCPA, (iv) Parent and each Parent Subsidiary has instituted effect policies and procedures reasonably designed to ensure compliance with Anti-Money Laundering Laws by the FCPA Company and other applicable Bribery Legislation its Subsidiaries. Since June 1, 2019, the Company and maintain such policies and procedures in force and (v) no officer, directorits Subsidiaries have not received from any Governmental Entity any written notice, or employee inquiry regarding an actual or alleged violation of Parent Anti-Money Laundering Laws, or made any Parent Subsidiary is a Government Official. (b) Except as would not reasonably be expected to have, individually voluntary or in the aggregate, a Parent Material Adverse Effect, none of Parent nor any Parent Subsidiary, nor any of their respective directors, officers or employees (i) is a Sanctioned Person, (ii) has in the past five (5) years engaged in, has any plan or commitment to engage in, direct or indirect dealings with any Sanctioned Person or in any Sanctioned Country on behalf of Parent or any Parent Subsidiary, except pursuant involuntary disclosure to a license from the United States, Governmental Entity regarding an actual or (iii) has in the past five (5) years violated, or engaged in any conduct sanctionable under, any Sanctions Law, nor to the knowledge alleged violation of Parent, been the subject of an investigation or allegation of such a violation or sanctionable conductAnti-Money Laundering Laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Arthur J. Gallagher & Co.)

Anti-Corruption; Sanctions. (a) Except as would not reasonably be expected to have23.1 None of the Company, individually any of its Subsidiaries or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Parent Subsidiary, nor any of their respective directors, officers or officers, employees, noror, to the knowledge Knowledge of Parentthe Company, any other Person contractors or agents of the Company or any of its Subsidiaries, in each case acting on behalf of Parent the Company or any Parent Subsidiaryof its Subsidiaries, has, at any time during for the past five (5) years, taken any action in violation connection with the business of the FCPA Company or other any of its Subsidiaries, violated applicable Bribery Legislation (in each case to Legislation. 23.2 None of the extent applicable)Company, (ii) neither Parent nor any Parent Subsidiary, nor of its Subsidiaries or any of their respective directors, officers or officers, employees, areor, to the Knowledge of the Company, any agents acting on behalf of the Company or any of its Subsidiaries, is, or at any time during for the past five (5) years have has been, subject to any actualactual or pending or, pendingto the Knowledge of the Company, or threatened civil, criminal, or administrative actions, suits, demands, claims, hearingsProceedings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actionsactions by any Governmental Authority, or made any voluntary disclosures to any Governmental EntityAuthority, involving Parent the Company or any Parent Subsidiary in any way of its Subsidiaries relating to applicable Bribery Legislation, including the FCPA, (iii) Parent . 23.3 The Company and each Parent Subsidiary has made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent and each Parent Subsidiary as required by the FCPA, (iv) Parent and each Parent Subsidiary its Subsidiaries has instituted policies and procedures reasonably designed to ensure promote compliance with applicable International Trade Laws (to the FCPA extent applicable to the Company’s businesses), and other applicable Bribery Legislation and maintain such policies and procedures in force and (v) no officer, director, or employee of Parent or any Parent Subsidiary is a Government Officialforce. (b) Except as would not reasonably be expected to have23.4 To the Knowledge of the Company, individually or in since 1 January 2018, the aggregate, a Parent Material Adverse Effect, none Company and all of Parent nor any Parent Subsidiary, nor any of its Subsidiaries and their respective directors, officers or and all of their respective employees and contractors (acting in such capacities) have (i) been in compliance with all applicable Sanctions Laws in all material respects, (ii) been in compliance with all applicable Trade Laws in all material respects, and (ii) obtained all applicable licenses, consents, notices, waivers, approvals, orders, authorisations and declarations, and completed all necessary registrations and filings, required under applicable International Trade Laws. 23.5 None of the Company, any of its Subsidiaries or any of their respective directors or officers, or, to the Knowledge of the Company, any of their respective employees or contractors: (a) is a Sanctioned Person; (b) has, (ii) has since 1 January 2018, engaged in the past five (5) years engaged in, has any plan or commitment to engage in, direct or indirect dealings with any Person who at that time was a Sanctioned Person or in any Sanctioned Country on behalf of Parent the Company or any Parent Subsidiaryof its Subsidiaries in violation of applicable International Trade Laws; or (c) has, except pursuant since 1 January 2018, (i) made any voluntary, directed or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission in violation of any applicable International Trade Laws, (ii) been the subject of any past, current, pending or threatened investigation, inquiry or enforcement proceeding by any Governmental Authority for a license from the United Statesviolation of International Trade Laws, or (iii) has in the past five (5) years violatedreceived any notice, request, penalty, or engaged in citation for any conduct sanctionable under, any Sanctions Law, nor to the knowledge of Parent, been the subject of an investigation actual or allegation of such a violation or sanctionable conductpotential non-compliance with International Trade Laws.

Appears in 1 contract

Samples: Transaction Agreement (Abcam PLC)

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Anti-Corruption; Sanctions. (a) Except as would not reasonably be expected to have, individually or in Neither the aggregate, a Parent Material Adverse Effect, (i) neither Parent Company nor any Parent the Company Subsidiary, nor any of their respective directors, officers or employees, nor, to the knowledge of Parentthe Company, any other Person acting on behalf of Parent the Company or any Parent the Company Subsidiary, has, at any time during the past five (5) years, (i) used any material funds (whether of the Company or the Company Subsidiary or otherwise) for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or (iii) taken any action in violation of the FCPA or other applicable Bribery Legislation (in each case to the extent applicable), (ii) neither Parent . Neither the Company nor any Parent the Company Subsidiary, nor any of their respective directors, officers or employees, are, or at any time during the past five (5) years have been, subject to any actual, pending, or or, to the knowledge of the Company, threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving Parent the Company or any Parent the Company Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA, (iii) Parent . Each of the Company and each Parent the Company Subsidiary has made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent the Company and each Parent the Company Subsidiary as required by the FCPA, (iv) Parent FCPA in all material respects. Each of the Company and each Parent the Company Subsidiary has instituted policies and procedures reasonably designed to ensure compliance with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force and (v) no force. No officer, director, or employee of Parent the Company or any Parent the Company Subsidiary is a Government Official. (b) Except as would not reasonably be expected to have, individually or in Neither the aggregate, a Parent Material Adverse Effect, none of Parent Company nor any Parent the Company Subsidiary, nor any of their respective directors, officers or employees (i) is a Sanctioned Person, (ii) has in the past five (5) years engaged in, or has any plan or commitment to engage in, direct or indirect dealings with any Sanctioned Person or in any Sanctioned Country on behalf of Parent the Company or any Parent the Company Subsidiary, except pursuant to a license authorization from the United States, or (iii) has in the past five (5) years violated, or engaged in any conduct sanctionable under, any Sanctions Law, nor to the knowledge of Parentthe Company, been the subject of an investigation or allegation of such a violation or sanctionable conduct.

Appears in 1 contract

Samples: Merger Agreement (Repros Therapeutics Inc.)

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