Anticorruption Matters. (a) Neither any Seller, nor any of its Affiliates, any of their respective directors, officers, managers or employees or, to Sellers’ Knowledge, any of their other respective Representatives, in any way relating to the Purchased Assets or the Business: (i) has taken any action in violation of any applicable anticorruption Law, including the U.S. Foreign Corrupt Practices Act (“FCPA”) (15 U.S.C. § 78 dd-1 et seq.); or (ii) has corruptly, offered, paid, given, promised to pay or give, or authorized the payment or gift of anything of value, directly or indirectly, to any “Public Official”, as defined in this Section 3.17, for purposes of (A) influencing any act or decision of any Public Official in his official capacity; (B) inducing such Public Official to do or omit to do any act in violation of his lawful duty; (C) securing any improper advantage; or (D) inducing such Public Official to use his or her influence with a government, Governmental Authority, or commercial enterprise owned or controlled by any Governmental Authority (including state-owned or controlled veterinary or medical facilities), in order to assist any Seller or any Affiliates of any Seller, related in any way to the Purchased Assets or the Business, in obtaining or retaining business.
Anticorruption Matters. Seller Parties, their Affiliates or any of their respective employees [***] agents or other Third Parties acting on behalf of Seller Parties or any of their Affiliates, are, with respect to the Transferred Assets or the Development, Manufacturing or Commercialization of the Lead Compound and the Additional Compound, in material compliance with applicable anticorruption Law, including the Foreign Corrupt Practices Act of 1977 (the “FCPA”). No Seller Party have received any written notice alleging a material violation of any anticorruption Law, including the FCPA, and to the Knowledge of Seller Parties, no claim has been filed and no investigation is pending or ongoing with respect to any violation of any applicable anticorruption Law, including the FCPA, relating to the Transferred Assets or the Development, Manufacturing or Commercialization of the Lead Compound and the Additional Compound.
Anticorruption Matters. (a) The Company Group has not and, to the Company’s Knowledge, none of the Company Group’s agents, consultants, distributors, joint venture partners or other Persons acting on behalf of the Company Group, has violated the Anticorruption Laws.
Anticorruption Matters. (a) The Company has not and, to the Company’s Knowledge, none of the Acquired Companies’ agents, consultants, distributors, joint venture partners or other Persons authorized to act on behalf of the Acquired Companies, has taken, directly or indirectly, any action or refrained from taking any action that would cause (i) any Acquired Company or, (ii) as of and following the Closing Date, Parent and Merger Sub to be in violation of the Anticorruption Laws.
Anticorruption Matters. (a) Since January 1, 2016, the Company, the Company Subsidiaries, and, to the Company’s Knowledge, each of their respective officers, directors, employees, and agents (each acting in their capacity as such) (each, a “Company Representative”) have been in compliance with the U.S. Foreign Corrupt Practices Act and in material compliance with all other applicable Anticorruption Laws. The Company and the Company Subsidiaries have established, implemented and continue to maintain internal controls and procedures reasonably designed to ensure material compliance with Anticorruption Laws, including controls and procedures designed to ensure that the employees and agents of the Company or any of the Company Subsidiaries do not make payments in violation of Anticorruption Laws.
Anticorruption Matters. Newco represents and warrants that it has not taken and covenants that it will not take during the Term any action in violation of any applicable anticorruption law, including the U.S. Foreign Corrupt Practices Act (“FCPA”) (15 U.S.C. § 78 dd-1 et seq.); or (ii) has corruptly, offered, paid, given, promised to pay or give, or authorized the payment or gift of anything of value, directly or indirectly, to any “Public Official,” as defined in this Section 8C, for purposes of (A) influencing any act or decision of any Public Official in his official capacity; (B) inducing such Public Official to do or omit to do any act in violation of his lawful duty; (C) securing any improper advantage; or (D) inducing such Public Official to use his or her influence with a government, governmental entity, or commercial enterprise owned or controlled by any government (including state-owned or controlled veterinary or medical facilities), in order to assist the business of Newco or any party related in any way to the business of Newco. For purposes of this Section 8C, “Public Official” means: (i) any officer, employee or representative of any regional, federal, state, provincial, county or municipal government or government department, agency, or other division; (ii) any officer, employee or representative of any commercial enterprise that is owned or controlled by a government, including any state-owned or controlled medical facility; (iii) any officer, employee or representative of any public international organization, such as the African Union, the International Monetary Fund, the United Nations or the World Bank; (iv) any person acting in an official capacity for any government or government entity, enterprise, or organization identified above; and (v) any political party, party official or candidate for political office. Newco does not have knowledge of any actual or potential issues under the FCPA or any other applicable anticorruption law involving any of its directors or officers, employee, acting on behalf of Newco in any way relating to its business.
Anticorruption Matters. None of GSK, any of its Affiliates or any of their respective employees or, to the Knowledge of GSK, agents or other Third Parties acting on behalf of GSK or any of its Affiliates, in any way relating to ***Confidential Treatment Requested GSK or any of its Affiliates with respect to the Assets or the Manufacture or Exploitation of any Compound: (i) has taken any action in violation of any applicable anticorruption Legal Requirement, including the Foreign Corrupt Practices Act of 1977 (the “FCPA”); or (ii) has corruptly offered, paid, given, promised to pay or give, or authorized the payment or gift of anything of value, directly or indirectly, to any Public Official, for purposes of (A) influencing any act or decision of any Public Official in his or her public capacity; (B) inducing such Public Official to do or omit to do any act in violation of his or her lawful duty; (C) securing any improper advantage; or (D) inducing such Public Official to use his or her influence with a Governmental Authority in order to assist GSK or any of its Affiliates or any person or entity in any way to any of them, in obtaining or retaining business with respect to the Assets. To the Knowledge of GSK, there are no pending issues with respect to violation of any applicable anticorruption Legal Requirement, including the FCPA, relating to the Assets or the Manufacture or Exploitation of any Compound.
Anticorruption Matters. Neither the Company nor, to the Company’s Knowledge, any of its officers, employees, representatives or agents (in each case, acting in the capacity of an employee or representative of the Company) has directly or indirectly (i) used any funds (whether of the Company 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 accepted such payment or (iii) violated any provision of any Anticorruption Laws or any rules or regulations promulgated thereunder or any anti-money laundering laws or any rules or regulations promulgated thereunder or any Applicable Law of similar effect, except, in each case, as would not have, and would not reasonably be expected to have a Company Material Adverse Effect. Between September 30, 2015 and the date of this Agreement, the Company has not received any written communication that alleges any of the foregoing, except as would not have, and would not reasonably be expected, to have a Company Material Adverse Effect.
Anticorruption Matters. Within the past five (5) years, the Company Group has not violated and, to the Company’s Knowledge, none of the Company Group’s agents or other Persons acting on behalf of the Company have violated the Anticorruption Laws. The Company and each Company Subsidiary has instituted and maintains policies, procedures and internal controls reasonably designed to ensure compliance with all applicable Anticorruption Laws.
Anticorruption Matters. (a) None of the Acquired Companies nor, to the Company’s Knowledge, any of their respective directors, officers, employees, Representatives or agents (in each case, acting in the capacity of an employee or Representative of any Acquired Company) has directly or indirectly, since January 1, 2017, (i) used or knowingly offered any funds (whether of an Acquired Company or otherwise) for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made or knowingly offered to make any unlawful payment to any foreign or domestic government official or employee or any political party or party official or candidate for political office, (iii) made or knowingly offered to make any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, (iv) violated any provision of any Anticorruption Laws or any rules or regulations promulgated thereunder or any anti-money laundering laws or any rules or regulations promulgated thereunder or any Applicable Law of similar or (v) has received any written communication that alleges any of the foregoing, except, in each case, as has not been, and would not reasonably be expected to be, materially adverse to the Acquired Companies, taken as a whole. The Company has instituted and maintains and operates an effective compliance program as well as internal controls, policies and procedures that are designed to prevent and detect violations of Anticorruption Laws, including through a system of internal financial and business controls, in each case in conformance with applicable standards to ensure compliance with Anticorruption Laws.
