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: (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 or decision of a public official, that causes or could cause violations of the provisions of the anti- corruption laws; and/or (b) 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.
Anti-Bribery RECIPIENT and SANOFI agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17th December 1997 (the “Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to any officer or employee of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of termination.
Anti-Bribery and Anti-Corruption 24.1 The Contractor undertakes, represents and warrants that:
Anti-Bribery and Corruption 13.1 Each party will and will procure that persons associated with them:
Bribery Grantee certifies that it has not been convicted of bribery or attempting to bribe an officer or employee of the State of Illinois, nor made an admission of guilt of such conduct which is a matter of record (30 ILCS 500/50-5).
PREVENTION OF BRIBERY AND CORRUPTION 9.1 The Supplier shall not:
Anti-Corruption Laws and Sanctions The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.
Governance and Anticorruption 14. The Borrower, the Project Executing Agency, and the implementing agencies shall (a) comply with ADB’s Anticorruption Policy (1998, as amended to date) and acknowledge that ADB reserves the right to investigate directly, or through its agents, any alleged corrupt, fraudulent, collusive or coercive practice relating to the Project; and
CORRUPT PRACTICES 3.1 The government requires that the bidders, suppliers, sub contractors and supervisors observe the highest standards of ethics during the execution of such contracts. In this pursuit of this policy, the government; Defines for the purpose of this provision, the terms set forth below as follows:
Anti-Corruption Compliance (a) For the past three (3) years, neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, employee or agent acting on behalf of the Company or any of the Company’s Subsidiaries, has offered or given anything of value to: (i) any official or employee of a Governmental Authority, any political party or official thereof, or any candidate for political office or (ii) any other Person, in any such case while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any official or employee of a Governmental Authority or candidate for political office, in each case in violation of the Anti-Bribery Laws.
