Common use of Anticorruption Matters Clause in Contracts

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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Avadel Pharmaceuticals PLC), Asset Purchase Agreement (Cerecor Inc.), Asset Purchase Agreement (Cerecor Inc.)

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Anticorruption Matters. (a) Neither any Seller, nor any of its Affiliates, any of their its respective directors, officers, managers or employees or, to Sellers’ Seller’s Knowledge, any managers, employees, or any of their its other respective Representatives, in any way relating to the Purchased Assets or the Business: (i) has taken any action in material 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 3.173.18, 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.

Appears in 2 contracts

Samples: Voting Agreement (Cerecor Inc.), Voting Agreement (Aytu Bioscience, Inc)

Anticorruption Matters. (a) Neither any Seller, nor any of its Affiliates, any of their respective directors, officers, managers or employees or, to Sellers’ Seller’s Knowledge, any of their other respective Representatives, in any way relating to the Purchased Assets or the BusinessCompound Program: (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 the Seller or any Affiliates of any Sellerits Affiliates, related in any way to the Purchased Assets or the BusinessCompound Program, in obtaining or retaining business.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Cerecor Inc.)

Anticorruption Matters. (a) Neither any Since January 1, 2019, none of Seller, nor any of its Affiliates, any of Affiliates or its or their respective directors, officers, managers officers or employees or, to Sellers’ Seller’s Knowledge, any other Representatives, distributors, sales intermediaries or other Third Parties acting on behalf of their other respective RepresentativesSeller or any of its Affiliates, 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 3.173.19, 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 the Seller or any of its Affiliates of or any Seller, Person related in any way to the Purchased Assets or the Business, in obtaining or retaining business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Yumanity Therapeutics, Inc.)

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Anticorruption Matters. (a) Neither any None of Seller, nor any of its AffiliatesAffiliates or, to Seller’s Knowledge, any of their respective directorsRepresentatives, officersdistributors, managers sales intermediaries or employees or, to Sellers’ Knowledge, other Third Parties acting on behalf of Seller or any of their other respective Representativesits Affiliates, 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 3.173.18, 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 the Seller or any of its Affiliates of or any Seller, Person related in any way to the Purchased Assets or the Business, in obtaining or retaining business.

Appears in 1 contract

Samples: Asset Purchase Agreement (XBiotech Inc.)

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