Anticorruption. (a) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries (including any of their officers, directors, agents, distributors, employees, or other Persons acting on their behalf) has, directly or indirectly, taken any action that would cause the Company or any Company Subsidiary to be in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company or any Company Subsidiary (collectively with the FCPA, the “Anticorruption Laws”).
(b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries (including any of their officers, directors, agents, distributors, employees, or other Persons acting on their behalf) has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of the payment, directly or indirectly, of any gift, money or anything of value to a Government Official (as defined below) to secure any improper advantage (e.g., to obtain a Tax rate lower than allowed by Law) or to obtain or retain business for any Person in violation of applicable Law.
(c) As of the date of this Agreement, to the knowledge of the Company, (i) there is no investigation of or request for information from the Company or any Subsidiary by any Governmental Entity regarding the Anticorruption Laws, and (ii) there is no other allegation, investigation or inquiry by any Governmental Entity regarding the Company or any Subsidiary’s actual or possible violation of the Anticorruption Laws.
(d) The Company and each Subsidiary has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws, including, but not limited to, an anticorruption compliance program, including a Code of Business Conduct, policies and guidelines that (i) require compliance with the Anticorruption Laws and otherwise prohibit bribes to Government Officials; (ii) restrict gifts, entertainment and travel expenses for Government Officials; (iii) require diligence on certain third parties that may have relations with Government Officials on the Company’s behalf; (iv) restrict political and charitable contributions; (v) mandate possible discipline for violations of po...
Anticorruption. The activities of the parties must and each of the parties assumes the obligation to respect and fully comply with any and all applicable laws regarding anticorruption, including but not limited to the United States Foreign Corrupt Practices Act (15 U.S.C. Section 78dd-1 et seq., as amended). The parties acknowledge and agree that, regarding all the activities they engage in under this Order, the parties, as well as their agents, representatives, employees, administrators, partners, managers, officers, lawyers and any other person that engages in activities under their representation, shall not engage in and shall refrain from any illegal or prohibited conduct or activity by the anti-corruption laws, including but not limited to:
(i) making offers, promises of delivery, or deliveries of any object of value to any public official (as defined by the corresponding applicable anti-corruption law) or political party with the purpose of obtaining or maintaining a deal, obtaining an improper advantage, or influencing any act or decision of a public official, that causes or could cause violations of the provisions of the anti-corruption laws; and/or (ii) executing any bribe, incorrect payment, corruption payment or any illicit payment, to any public official or political party with the purpose of obtaining or maintaining a deal, obtaining an improper advantage, or influencing any act or decision of a public official, that causes or could cause violations of the provisions of the anti-corruption laws. The parties agree that the Buyer shall have the right to carry out all the actions necessary to verify the compliance of Seller with the provisions of this section and the corresponding applicable anti-corruption laws. SELLER AGREES TO HOLD HARMLESS AND FULLY INDEMNIFY BUYER FROM ANY AND ALL LIABILITIES (INCLUDING REASONABLE ATTORNEY’S FEES) THAT MAY BE INSTITUTED OR FILED AGAINST BUYER BY ANY GOVERNMENTAL AUTHORITY, AGENT, REPRESENTATIVE, EMPLOYEE, ADMINISTRATOR, PARTNER, MANAGER, OFFICER, LAWYER OR ANY OTHER PERSON THAT ENGAGES IN ACTIVITIES UNDER THE REPRESENTATION OF THE PARTIES OR ANY OTHER THIRD PARTY BASED ON AN ALLEGATION OF ANY BREACH BY SELLER TO ITS OBLIGATIONS CONTAINED IN THIS CLAUSE OR ANY OF THE APPLICABLE ANTI-CORRUPTION LAWS.
Anticorruption. The Borrower undertakes to: (i) immediately inform the Lender of the existence of any investigations, administrative and/or judicial proceedings dealing with violations of the Anti-corruption Legislation in force; (ii) immediately inform the Lender as soon as it learns of any violation (or evidence of violation) of the Anti-corruption Legislation in force that could be subject to investigation and/or proceedings/procedures by the government; (iii) not make, offer or promise, either directly or indirectly, payment, money, gifts, goods, services or anything of value (economic or otherwise) to a Public Officer, aimed at obtaining any improper advantage in the form of: (a) conduct or omission of any act in violation of their legitimate or official duty; (b) induction of such Public Officer to influence national or foreign governments or any of their agencies to affect or influence any act or decision in its favor; or (c) obtaining or retaining business for itself or for any third party; (iv) not make, offer or promise, agree or request, either directly or indirectly, (a) payment, money, gifts, goods, services or anything of value (economic or otherwise); and/or (b) illegal rebate, payoff, influence peddling, kickback or other illegal or improper payments or benefit to an individual in exchange for favorable treatment for obtaining, retaining or directing business to itself, or to obtain any special award in its name; and (v) not use any resources for any contribution, award, payment of entertainment, or any other illegal expense related to political activity, and that it will not make, illegally, any offer, promise or delivery of payment, money, gifts, goods, services or anything of value (economic or otherwise) to political parties and/or to candidates for elective office.
Anticorruption. The activities of the parties must and each of the parties assumes the obligation to respect and fully comply with any and all applicable laws regarding anticorruption, including but not limited to the United States Foreign Corrupt Practices Act (15 U.S.C. § 78dd-1 et seq., as amended). The parties acknowledge and agree that, regarding all the activities they engage in under this Order, the parties, as well as their agents, representatives, employees, administrators, partners, managers, officers, lawyers and any other person that engages in activities under their representation, shall not engage in and shall refrain from any illegal or prohibited conduct or activity by the anti-corruption laws, including but not limited to: (a) making offers, promises of delivery, or deliveries of any object of value to any public official (as defined by the corresponding applicable anti-corruption law) or political party with the purpose of obtaining or maintaining a deal, obtaining an improper advantage, or influencing any act
Anticorruption. The activities of the parties must and each of the parties assumes the obligation to respect and fully comply with any and all applicable laws regarding anticorruption, including but not limited to the United States Foreign Corrupt Practices Act (15 U.S.C. § 78dd-1 et seq., as amended). The parties acknowledge and agree that, regarding all the activities they engage in under this Order, the parties, as well as their agents, representatives, employees, administrators, partners, managers, officers, lawyers and any other person that engages in activities under their representation, shall not engage in and shall refrain from any illegal or prohibited conduct or activity by the anti- corruption laws, including but not limited to: (a) making offers, promises of delivery, or deliveries of any object of value to any public official (as defined by the corresponding applicable anti-
Anticorruption. (a) Neither Party shall through any of its members, managers, officers, employees, agents, affiliates or representatives pay, promise or offer to pay, or authorize the payment of (or enter into any agreement whereby the same may or will at any time thereafter be paid) any commission, bribe, pay off, or kick back that violates the Foreign Corrupt Practices Act of 1977 of the United States, as amended, if applicable, or any similar law of Cambodia, if applicable, directly or indirectly in connection with the performance of this Agreement.
(b) Buyer represents and warrants that neither it nor any of its Affiliates is the subject of any sanctions administered or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty's Treasury or other relevant sanctions authority (collectively, "Sanctions"), nor is Buyer or any of its Affiliates located, organized or resident in any country or territory that is the subject of Sanctions. Buyer represents and warrants that neither it nor any of its Affiliates will use this Agreement to fund or engage in any activities with any individual or entity ("Person") or in any country or territory, that, at the time of such funding or activity, is the subject of Sanctions, or in any other manner that will result in a violation by any Person of Sanctions.
(c) Each Party shall indemnify and hold harmless the other Party and each of its Affiliates in connection with any losses, claims, damages, liabilities or other expenses to which such indemnified person may be subject arising out of or relating to violations of the covenants set forth in this Section 14. The provisions of this Section 14 shall survive termination of this Agreement to the extent required to give them their proper and intended effect.
Anticorruption. The Contractor hereby represents, warrants, and certifies that in carrying out its responsibilities under this Agreement, the Contractor and its directors, officers, employees, representatives, or other third parties acting on its behalf, have not and shall not pay, offer or promise to pay, or authorise the payment, directly or indirectly through any other person or entity, of any monies or anything of value to:
Anticorruption. The moving partner approves our prohibition of offering, giving or promising anything of value (including a facilitation payment) directly or indirectly to a government official to influence, or reward official action of to anyone to persuade them to perform their work duties or otherwise indecently. You must stand by all applicable anti-corruption laws as stated above and you will not receive or approve to accept any payment either, gifts or any other advantage in relation to any job performed on behalf of Autogiro. These expectations must be communicated to all those persons who will be performing services for or on behalf of Autogiro including any subcontractors.
Anticorruption. Seller, including its employees, directors, agents or other Persons acting on their behalf, have not, directly or indirectly, taken any action that would cause Seller to be in violation of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other anticorruption or anti-bribery Laws applicable to Seller (collectively with the FCPA, the “Anticorruption Laws”). Seller, including its employees, directors, agents or other persons acting on their behalf, have not, directly or indirectly, corruptly given, loaned, paid, promised, offered or authorized payment of money or anything of value to any “foreign official” as defined in the FCPA or, in violation of Law, to any other government official, to secure any improper advantage or to obtain or retain business for any Person or to achieve any other purpose prohibited by the Anticorruption Laws. Seller has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws.
Anticorruption. CBD and, to the CBD’s knowledge, the directors, executive officers, employees, representatives and associates thereof have not (a) performed any action that would result in violation, by such Persons, of any Law that would reduce or prohibit the corruption or offer, payment, promise to pay or payment authorization of any amount or another type of property, gift, promise to offer or authorization for donation of any item of value to any Governmental Agent or any political party or member of political party or candidate of any public position; and (b) offered, promised, authorized or performed any payment or granted any other type of benefit to any Governmental Agent with the intention or in order to: (i) influence any measure or decision ruled by such Governmental Agent in the exercise of the respective duties; (ii) induce the Governmental Agent to undertake any act or omission that would represent any violation of the exercise of the respective position; or (iii) induce the Governmental Agent to use his/her influence to impact or influence any act or decision, in each case in order to contribute with CBD and/or its Affiliates to obtain or retain businesses with any Person, or otherwise direct the businesses to any Person.
