Common use of Anticorruption Clause in Contracts

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 activities Neither Seller nor any of its Subsidiaries, any employee, officer, director, or, to the extent that it would constitute a breach of applicable Law by Seller or any of its Subsidiaries, any agent or representative or other Person acting for or on behalf of Seller or any of its Subsidiaries, has, directly or indirectly, in connection with the conduct or operation of the parties must and each Business, (A) made or offered any unlawful payment, or offered or promised to make any unlawful payment, or provided or offered or promised to provide anything of value (whether in 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 form of property or services or 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 representationform), 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 foreign or domestic government official or employee, any foreign political party or official or candidate for foreign political office, any official or employee of a Public International Organization (as defined by in the corresponding applicable anti-corruption lawFCPA) (each, an “Official Party”), or political to any finder, agent, or other party with acting on behalf of or under the auspices of any Governmental Body, Public International Organization or official or employee thereof, for the purpose of obtaining or maintaining a deal, obtaining an improper advantage, or (1) influencing any act or decision of a public officialany Official Party in his or her official capacity, that causes (2) inducing any Official Party to do or could cause violations omit to do any act in violation of the provisions of the anti-corruption laws; and/or his or her lawful duties, (ii3) executing securing any bribe, incorrect payment, corruption payment improper advantage or (4) inducing any illicit payment, Official Party to any public official influence or political party with the purpose of obtaining or maintaining a deal, obtaining an improper advantage, or influencing affect any act or decision of a public officialany Governmental Body or Public International Organization, that causes (B) used any corporate funds for unlawful contributions, gifts, entertainment or could cause violations other unlawful expenses relating to political or charitable activities or (C) taken any other action or made any omission, in each case in violation of the provisions any Law applicable to Seller or any of the its Subsidiaries governing corrupt practices, money laundering, anti-corruption lawsbribery or anticorruption or that otherwise prohibits payments to any government or public officials or other Official Party, including the FCPA (all such Laws, “Anticorruption Laws”). The parties agree that the Buyer shall have the right to carry out all the actions necessary to verify the compliance None of Seller or any of its Subsidiaries has, in connection with the provisions Business, received any written notice alleging any such violation or conducted any internal investigation with respect to any actual or alleged violation of this section and any Anticorruption Law. None of Seller or any of its Subsidiaries, nor any of its respective directors, officers or stockholders, is currently a government officer, agent or employee of a Governmental Body, except for positions with local Governmental Bodies unrelated to 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 LAWSBusiness.

Anticorruption. The activities (a) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to Parent, none of Parent, any Subsidiary of Parent or any director, officer or, to the Knowledge of Parent, any Affiliate, agent, distributor, employee, or other Person acting on behalf of Parent is aware of or has, directly or indirectly, taken any action that would cause Parent or any of its Subsidiaries to be in violation of the parties must FCPA, or any other Anticorruption Laws. (b) Except as, individually or in the aggregate, has not had and each would not reasonably be expected to have a Material Adverse Effect with respect to Parent, none of Parent, any Subsidiary of Parent or any director, officer or, to the Knowledge of Parent, any Affiliate, agent, distributor, employee, or other Person acting on behalf of Parent or its Subsidiaries is aware of or has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of the parties assumes the obligation to respect and fully comply with any and all applicable laws regarding anticorruptionpayment, including but not limited to the United States Foreign Corrupt Practices Act (15 U.S.C. Section 78dd-1 et seq.directly or indirectly, 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 gift, money or anything of value to a Government Official or any public official (as defined by the corresponding applicable anti-corruption law) other Person while knowing or political party with having a reasonable belief that all or some portion of it would be given to a Government Official and used for the purpose of obtaining or maintaining a deal, obtaining an improper advantage, or of: (A) influencing any act or decision of a public Government Official or other Person, including a decision to fail to perform official functions, (B) inducing any Government Official or other Person to do or omit to do any act in violation of the lawful duty of such official, that causes or could cause violations of the provisions of the anti-corruption laws; and/or (iiC) executing securing 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 (D) inducing any Government Official to use influence with any Governmental Authority in order to effect any act or decision of a public officialsuch Governmental Authority, that causes in order to assist Parent, any Subsidiary of Parent or could cause any Affiliate of Parent in obtaining or retaining business with, or directing business to, any Person, in each case, in violation of any applicable Anticorruption Laws. (c) As of the date of this Agreement, to the Knowledge of Parent, (i) there is no investigation of or request for information from Parent or any of its Subsidiaries by any Governmental Authority regarding the Anticorruption Laws, and (ii) there is no other audit, review, inspection, survey, examination, allegation, investigation or inquiry by any Governmental Authority regarding Parent or any of its Subsidiaries’ actual or possible violation of the Anticorruption Laws. (d) No Legal Proceeding by or before any Governmental Authority involving Parent or any of its Subsidiaries or Affiliates, or any of their respective directors, officers, employees, or agents, or anyone acting on behalf of Parent or its Subsidiaries, with respect to any applicable Anticorruption Laws is pending or, to the Knowledge of Parent, threatened. Since January 1, 2014, no civil or criminal penalties have been imposed on Parent or any of its Subsidiaries or Affiliates with respect to violations of any applicable Anticorruption Law, except as have already been disclosed in the provisions Parent SEC Documents, nor have any disclosures been submitted to any Governmental Authority with respect to violations of Anticorruption Laws. (e) Parent and each of its Subsidiaries has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws. (f) Except as would not constitute a Material Adverse Effect with respect to Parent, the operations of Parent and its Subsidiaries are and have been, since January 1, 2014, conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the antiMoney Laundering Laws and no Legal Proceeding by or before any Governmental Authority or any arbitrator involving Parent or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of Parent, threatened. (g) Parent and its Affiliates have complied with all applicable statutory and regulatory requirements relating to export controls and trade sanctions, including, in each case to the extent applicable, the Export Administration Regulations (15 C.F.R. Parts 730 et seq.), the International Traffic in Arms Regulations (22 C.F.R. Parts 120-corruption laws. The parties agree that 130), section 999 of the Buyer shall have Code, the right to carry out all the actions necessary to verify the compliance of Seller Trading with the provisions Enemy Act of this section 1917 (50 U.S.C. §§ 1-44), the International Emergency Economic Powers Act (50 U.S.C. §§1701–1706), the Foreign Narcotics Kingpin Designation Act (21 U.S.C. 1901-1908, 8 U.S.C. 1182), and the corresponding regulations, rules, and executive orders administered by OFAC and any similar rules or regulations of the European Union or other jurisdiction, except as would not constitute a Material Adverse Effect with respect to Parent. Except as would not constitute a Material Adverse Effect with respect to Parent, none of Parent, its directors or officers, or to the Knowledge of Parent, none of its Affiliates, shareholders, or employees has, directly or indirectly, engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods, or services to or for the benefit of, provided any payments or material assistance to, or otherwise engaged in or facilitated any transactions with a Prohibited Person. (h) Since January 1, 2014, no civil or criminal penalties have been imposed on Parent or, to the Knowledge of Parent, the Affiliates of Parent with respect to violations of applicable anti-corruption lawsLaws relating to export control or trade sanctions, nor have any voluntary disclosures relating to export control and trade sanctions issues been submitted to any Governmental Authority. 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 AUTHORITYTo the Knowledge of Parent, AGENTParent and its Affiliates have not been since January 1, REPRESENTATIVE2014 and are not now under any administrative, EMPLOYEEcivil or criminal investigation or indictment involving alleged violations of any applicable Laws relating to export controls or trade sanctions, ADMINISTRATORexcept as would not constitute a Material Adverse Effect with respect to Parent. No Governmental Authority has notified Parent or, PARTNERto the Knowledge of the Parent, MANAGERthe Affiliates of Parent, OFFICERin writing since January 1, 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 LAWS2014 of any actual or alleged violation or breach of any applicable Laws relating to export controls or trade sanctions, except as would not constitute a Material Adverse Effect with respect to Parent. To the Knowledge of Parent, none of Parent or its Affiliates has, since January 1, 2014, undergone or is undergoing any internal or external audit, review, inspection, investigation, survey or examination of records relating to Parent’s or any of its Affiliates’ export activity the results of which would constitute a Material Adverse Effect with respect to Parent.

Anticorruption. The activities (a) In the past 10 years, neither the Wealth Generators Members nor Wealth Generators, or any of the parties must and each of the parties assumes the obligation to respect and fully comply with its directors or officers is or has at any and time engaged in any activity, practice or conduct which would constitute an offence under all applicable laws regarding anticorruption, including but not limited relating 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 lawsbribery, including but not limited anti-corruption, anti-money laundering or illegal payments and bribes and illegal political contributions and similar statutes, rules and regulations. (b) Wealth Generators has in place adequate procedures to prevent any conduct of the kind referred to in Section 2.19(a) above. (c) In the past 10 years, neither the Wealth Generators Members nor Wealth Generators, or any of its directors or officers is or has been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence under applicable laws relating to anti-bribery, anti-corruption, anti-money laundering, illegal payments and bribes and illegal political contributions and similar statutes, rules and regulations, and no such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings. (d) Without limiting the generality of the foregoing, in the past 10 years, neither the Wealth Generators Members nor Wealth Generators, or any of its, directors or officers has corruptly or otherwise offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value to: : (i) making offers, promises any government or similar official for purposes of delivery, or deliveries of any object of value to any public official (as defined by the corresponding applicable anti-corruption lawA) or political party with the purpose of obtaining or maintaining a deal, obtaining an improper advantage, or (1) influencing any act or decision of a public such official in his or her official capacity, (2) inducing such official to do or omit to do any act in violation of the lawful duty of such official, that causes or could cause violations (3) securing any improper advantage; or (B) inducing such official to use his or her influence with a governmental authority to affect or influence any act or decision of the provisions of the anti-corruption lawssuch governmental authority; and/or or (ii) executing any bribeperson, incorrect paymentwhile knowing that all or a portion of such money or thing of value will be offered, corruption payment given, or any illicit paymentpromised, directly or indirectly, to any public official or official, to any political party with the purpose of obtaining or maintaining a deal, obtaining an improper advantageofficial thereof, or to any candidate for political office, for purposes of (A) (1) influencing any act or decision of a public such official, that causes political party, party official, or could cause violations candidate in his or her or its official capacity, (2) inducing such official, political party, party official, or candidate to do or omit to do any act in violation of the provisions lawful duty of such official, political party, party official, or candidate, or (3) securing any improper advantage; or (B) inducing such official, political party, party official, or candidate to use his or her or its influence with a governmental authority to affect or influence any act or decision of such governmental authority. There has been no false or fictitious entries made in the books or records of Wealth Generators relating to any offer, payment, promise to pay, or authorization of the anti-corruption laws. The parties agree that payment of any money, or offer, gift, promise to give, or authorization of the Buyer shall have the right to carry out all the actions necessary to verify the compliance giving of Seller with the provisions anything of this section value, including any bribe, kickback or other illegal or improper payment, 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 AUTHORITYCompany, 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 LAWShas not established or maintained a secret or unrecorded fund.

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: (ia) 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 (iib) 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 activities (a) Neither the Company nor any of the parties must and each its Subsidiaries nor any of the parties assumes the obligation their respective officers, directors, agents, distributors, employees, or other Persons acting for their benefit or on their behalf has, directly or indirectly, taken, authorized, allowed or ratified any action that has caused any Company Subsidiary to respect and fully comply with any and all applicable laws regarding anticorruption, including but not limited to be in violation of the United States Foreign Corrupt Practices Act (15 U.S.C. Section 78dd-1 et seq.of 1977, as amendedamended (the “FCPA”). The parties acknowledge and agree that, regarding all or any other anticorruption or anti-bribery Laws applicable to the activities they engage in under this OrderCompany or any Subsidiary (collectively with the FCPA, the parties“Anticorruption Laws”). (b) Neither the Company its Subsidiaries nor any of their respective officers, as well as their directors, agents, representativesdistributors, employees, administratorsor other Persons acting for their benefit or on their behalf has, partnersdirectly or indirectly, managerstaken any act in furtherance of an offer, payment, or transfer (or a promise to pay, or transfer) money or anything else of value to a Government Official (as defined below), or to obtain or retain business for any Person in violation of applicable Law, or any other Person when knowing or having reason to believe that all or any portion of such money or thing of value will or may be offered, given or promised to any Government Official, for the purpose of obtaining, retaining or directing any business or securing any other business or regulatory advantage (c) As of the date of this Agreement, (i) there is no allegation, charge, proceeding or investigation of or request for information from the Company or any Subsidiary by any Governmental Authority regarding the Anticorruption Laws, (ii) there is no other allegation, investigation or inquiry by any Governmental Authority regarding the Company or any Subsidiary’s actual or possible violation of the Anticorruption Laws, and (iii) none of the officers, directors, employees or agents of the Company or any of its Subsidiaries is a Government Official. (d) Neither the Company, its Subsidiaries, nor any of their respective directors, officers, lawyers and agents, employees, former employees or any other person that engages in activities under their representation, shall not engage in and shall refrain from any illegal Person associated with or prohibited conduct acting for or activity by on behalf of the anti-corruption laws, including but not limited to: Company or its Subsidiaries has (i) making offerscircumvented any internal accounting controls of any such entity, promises of delivery(ii) falsified any books, records, or deliveries accounts, (iii) established or maintained any fund or asset that has not been recorded in the books and records of any object such entity, or (iv) attempted to coerce or fraudulently influence, an accountant in connection with any audit, review, or examination of value to the financial statements of the Company or any public official of its Subsidiaries. (as defined by the corresponding applicable antie) For purposes of this Agreement, “Government Official” means any (i) officer or employee of a Governmental Authority or instrumentality thereof (including any state-corruption lawowned or controlled enterprise) 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 officialinternational organization, that causes or could cause violations of the provisions of the anti-corruption laws; and/or (ii) executing any bribeholder of political office, incorrect payment, corruption payment or any illicit payment, to any public official or political party with the purpose of obtaining or maintaining a dealofficial , obtaining an improper advantagecandidate for any political office, or influencing any act or decision member of a public official, that causes royal family or could cause violations (iii) any Person acting for or on behalf 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 LAWSany such Governmental Authority or instrumentality thereof.