Common use of Anticorruption Laws Clause in Contracts

Anticorruption Laws. Neither Parent nor any of its Subsidiaries nor, any director, officer, employee, distributor, reseller or consultant, agent or, to the Knowledge of Parent, other third party acting on behalf of Parent or any of its Subsidiaries, has in the past three (3) years provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled Entities, a foreign political party or candidate, any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (v) securing any advantage in violation of the FCPA, or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption Laws. Neither Parent nor any of its Subsidiaries, nor any director, officer, employee or agent of Parent or any of its Subsidiaries has in the past three (3) years used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before-stated parties falsified any documents of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries have in the past three (3) years made any unlawful provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption Law. Parent and each of its Subsidiaries maintain internal controls and compliance programs that are reasonably designed to detect and prevent material violations of anticorruption Laws (including the FCPA and UKBA), ensure its Books and Records are accurately maintained, and track any payments made to third parties and foreign government officials. Neither Parent nor any of its Subsidiaries have in the past three (3) years conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption Law, including the FCPA and UKBA. Upon reasonable request, Parent and each of its Subsidiaries agree to provide Parent with anticorruption Law certifications.

Appears in 1 contract

Samples: Securities Exchange Agreement (NextPlay Technologies Inc.)

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Anticorruption Laws. Neither Parent the Company nor any of its Subsidiaries nor, any director, officer, employee, distributor, reseller or consultant, agent or, to the Knowledge of Parentthe Company, other third party acting on behalf of Parent the Company or any of its Subsidiaries, has in the past three (3) years provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled Entitiesentities, a foreign political party or candidate, any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (v) securing any advantage in violation of the FCPA, FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption Lawslaws. Neither Parent the Company nor any of its Subsidiaries, nor any director, officer, employee or agent of Parent the Company or any of its Subsidiaries has in the past three (3) years used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before-stated parties falsified any documents of Parent the Company or any of its Subsidiaries. Neither Parent the Company nor any of its Subsidiaries have in the past three (3) years made any unlawful provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption Lawlaw. Parent The Company and each of its Subsidiaries maintain internal controls and compliance programs that are reasonably designed to detect and prevent material violations of anticorruption Laws laws (including the FCPA and UKBA), ensure its Books books and Records records are accurately maintained, and track any payments made to third parties and foreign government officials. Neither Parent the Company nor any of its Subsidiaries have in the past three (3) years conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption Lawlaw, including the FCPA and UKBA. Upon reasonable request, Parent the Company and each of its Subsidiaries agree to provide Parent with anticorruption Law certificationslaw certifications and agree to permit access to its books and records.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Coupa Software Inc)

Anticorruption Laws. Neither Parent nor any of its Subsidiaries Seller, nor, any director, officer, employee, distributor, reseller or consultant, agent or, to the Knowledge of ParentSeller, other third party acting on behalf of Parent or any of its SubsidiariesSeller, has in the past three (3) years provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled Entitiesentities, a foreign political party or candidate, any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (v) securing any advantage in violation of the FCPA, or United Kingdom Bribery Act of 2010 (“UKBA”) FCPA or any applicable local, domestic, or international anticorruption Lawslaws. Neither Parent nor any of its Subsidiaries, Seller nor any director, officer, employee or agent of Parent or any of its Subsidiaries Xxxxxx has in the past three (3) years used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before-stated parties falsified any documents of Parent or any of its SubsidiariesSeller. Neither Parent nor any of its Subsidiaries have Seller has not in the past three (3) years made any unlawful provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, FCPA or any other applicable anticorruption Lawlaw. Parent and each of its Subsidiaries maintain internal controls and compliance programs that are reasonably designed to detect and prevent material violations of anticorruption Laws (including the FCPA and UKBA), ensure its Books and Records are accurately maintained, and track any payments made to third parties and foreign government officials. Neither Parent nor any of its Subsidiaries have Seller has not in the past three (3) years conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption Lawlaw, including the FCPA FCPA. Seller has delivered true and UKBA. Upon reasonable request, Parent and each complete copies of its Subsidiaries agree any anticorruption law certifications issued to provide Parent with anticorruption Law certificationsSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tivic Health Systems, Inc.)

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Anticorruption Laws. Neither Parent the Company nor any of its Subsidiaries nor, any director, officer, employee, distributor, reseller or consultant, agent or, to the Knowledge of Parentthe Company, other third party acting on behalf of Parent the Company or any of its Subsidiaries, has in the past three (3) years provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled Entitiesentities, a foreign political party or candidate, any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (v) securing any advantage in violation of the FCPA, FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption Lawslaws. Neither Parent the Company nor any of its Subsidiaries, nor any director, officer, employee or agent of Parent the Company or any of its Subsidiaries has in the past three (3) years used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before-stated parties falsified any documents of Parent the Company or any of its Subsidiaries. Neither Parent the Company nor any of its Subsidiaries have in the past three (3) years made any unlawful provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption Lawlaw. Parent The Company and each of its Subsidiaries maintain internal controls and compliance programs that are reasonably designed to detect and prevent material violations of anticorruption Laws laws (including the FCPA and UKBA), ensure its Books books and Records records are accurately maintained, and track any payments made to third parties and foreign government officials. Neither Parent the Company nor any of its Subsidiaries have in the past three (3) years conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption Lawlaw, including the FCPA and UKBA. Upon reasonable request, Parent the Company and each of its Subsidiaries agree to provide Parent with anticorruption Law law certifications.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Crexendo, Inc.)

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