Certain Business Practices. (a) Each of the Company and its Subsidiaries and joint ventures and, to the Knowledge of the Company, their respective officers, directors, agents or employees, in each case, acting on behalf of the Company or its current or former Subsidiaries or joint ventures (i) is in compliance in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any other U.S. or foreign anti-corruption or anti-bribery laws and (ii) has not, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures nor, to the Knowledge of the Company, any officer, director, agent or employee acting on behalf of the Company or any of its Subsidiaries or joint ventures has (A) paid or given, offered or promised to pay or give, or authorized or ratified the payment or giving, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or employee or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person or of the Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result in a material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of the Company or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization. (b) Since October 1, 2018, (i) none of the Company or any Subsidiary of the Company nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof, or to the General Counsel or Chief Executive Officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Entegris Inc), Merger Agreement (CMC Materials, Inc.), Merger Agreement (CMC Materials, Inc.)
Certain Business Practices. (a) Each of the Company Target Companies and its Subsidiaries and joint ventures and, to the Knowledge each of the Company, their respective officers, directors, agents or employees, in each case, acting on behalf of the Company or its current or former Subsidiaries or joint ventures (i) Asset Sellers is and has been in compliance in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, the Corruption of Foreign Public Officials Act (Canada), and any other U.S. or foreign antiLaw concerning corrupt payments applicable to any Target Company or any Asset Seller (collectively, the “Anti-corruption Bribery Laws”). During the past three (3) years, none of the Target Companies or anti-bribery laws and (ii) has notthe Asset Sellers has, to the Knowledge knowledge of the Company, been investigated by any Governmental Entity Authority with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity Authority of, any violation by any of the Company Target Companies or any of its Subsidiaries the Asset Sellers of any Anti-Bribery Law. None of the Foreign Corrupt Practices Act of 1977, as amendedTarget Companies, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures Asset Sellers nor, to the Knowledge knowledge of the Company, any officer, director, agent Representative of any Target Company or employee Asset Seller acting for or on behalf of the any Target Company or any of its Subsidiaries or joint ventures Asset Seller has (A) paid or given, offered or promised to pay or give, or authorized or ratified the payment or giving, directly or indirectly, of any monies or anything of value to any national, provincial, municipal municipal, or other government official or employee or any political party or candidate for political office or Governmental Entity Authority for the direct or indirect purpose of influencing any act or decision of any such Person or of the Governmental Entity Authority to obtain or retain business, or direct business to any person Person or to secure any other improper benefit or advantage that, in each case, that has or would reasonably be likely to result resulted in a material violation of Applicable applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of the Company or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or government-controlled entity, and any known officer or employee of a public international organization, as well as any person known to be Person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.
(b) Since October 1. In addition, 2018, (i) none the operations of each of the Company or any Subsidiary Target Companies and each of the Company norAsset Sellers are and have been in compliance with applicable financial recordkeeping and reporting requirements, to the Knowledge anti-money laundering statutes of all applicable jurisdictions, the Company, rules and regulations thereunder and any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty related or similar violation by the Companyrules, any Subsidiary of the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereofregulations, or to the General Counsel guidelines issued, administered, or Chief Executive Officer of the Companyenforced by any applicable Governmental Authority.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (CNL Lifestyle Properties Inc), Purchase and Sale Agreement (Epr Properties)
Certain Business Practices. (a) Each of the Company and its Subsidiaries and joint ventures and, to the Knowledge of the Company, their respective officers, directors, agents or employees, in each case, acting on behalf of the Company or its current or former Subsidiaries or joint ventures Acquired Companies (i) is in compliance in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any other U.S. or foreign anti-corruption or anti-bribery laws Legal Requirement concerning corrupt payments applicable to any Acquired Company and (ii) has notduring the past five (5) years, none of the Acquired Companies has, to the Knowledge knowledge of the Company, been investigated by any Governmental Entity Body with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity Body of, any violation by the Company or any of its Subsidiaries the Acquired Companies of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery lawsLegal Requirements concerning corrupt payments. Neither None of the Company nor any of its Subsidiaries or joint ventures Acquired Companies nor, to the Knowledge knowledge of the Company, any officerCompany Associate or agent authorized to act, directorand acting, agent or employee acting on behalf of the an Acquired Company or any of its Subsidiaries or joint ventures has (A) paid or given, offered or promised to pay or give, or authorized or ratified the payment or giving, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or employee or any political party or candidate for political office or Governmental Entity Body for the direct or indirect purpose of influencing any act or decision of such Person or of the Governmental Entity Body to obtain or retain business, or direct business to any person Person or to secure any other improper benefit or advantage that, in each case, that has or would reasonably be likely to result in a material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of the Company or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiariesapplicable Legal Requirements. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person Person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.
(b) Since October 1During the past five (5) years, 2018each Acquired Company has complied with and is in compliance in all material respects with all applicable Legal Requirements, orders and decrees of any Governmental Body, or other authority having jurisdiction over it or over any part of its operations or assets, including all Legal Requirements relating to supply chain responsibility, child labor, and related matters. Without limiting the generality of the foregoing, all of the products of the Acquired Companies are and have been manufactured by reputable third party suppliers who employ humane working conditions without child labor.
(c) Except as set forth on Part 3.15(c) of the Company Disclosure Schedule, during the past five (5) years, to the knowledge of the Company, all Conflict Minerals used in the products of the Acquired Companies, if any: (i) originate from countries other than the Covered Countries; (ii) are processed in smelters or refineries that are, as of the date such Conflict Minerals are transferred from such smelter or refinery to an Acquired Company (or to such Acquired Company’s supplier, if applicable), designated as “conflict-free” or a similar designation (A) by a third party recognized in the industry for providing such designations (such as the Electronic Industry Citizenship Coalition and Global e-Sustainability Initiative Conflict Free Smelter Program) or (B) pursuant to an independent third-party audit, the results of which are made publicly available by such smelter or refinery, and which are available to such Acquired Company upon request; or (iii) come from Recycled Sources.
(d) During the past five (5) years, each United States and other Customs Duty with respect to each Acquired Company has been paid. With respect to the imports into and exports from the United States of each Acquired Company (if any), (i) none of the Company or any Subsidiary of the Company nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters adequate cash deposits and bonds have been posted with respect to the Company or any Subsidiary of the Companyall entries that are not yet liquidated and final, and (ii) no attorney representing entry has been subjected to suspension of liquidation pursuant to antidumping or countervailing duty orders. No Acquired Company is the subject of any United States Customs and Border Protection pre-penalty notice or penalty claim, claim for liquidated damages or claim for redelivery of merchandise to customs custody. Each Acquired Company or any Subsidiary has maintained import records for not fewer than the past five (5) years as required by Sections 508 and 509 of the Company, whether or not employed by the Company or any Subsidiary Tariff Act of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective officers, directors, employees or agents 1930 (to the Company Board or any committee thereof, or extent applicable to the General Counsel or Chief Executive Officer of the such Acquired Company).
Appears in 2 contracts
Samples: Merger Agreement (Anadigics Inc), Merger Agreement (Anadigics Inc)
Certain Business Practices. (a) Each of The Company, the Company and its Subsidiaries and joint ventures and, to the Knowledge knowledge of the Company, their respective directors, officers, directorsemployees, agents or employeesconsultants and agents, in each case, case acting on behalf of the Company or its current or former Subsidiaries or joint ventures (i) is Company, have complied in all material respects at all times since January 1, 2015, and are in compliance in all material respects with (a) the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (15 U.S.C. § 78dd1, et seq.) (“FCPA”), and (b) the U.K. Bribery Act and any other U.S. or foreign provisions of all anti-bribery, anti-corruption or and anti-bribery laws money laundering Laws of each jurisdiction in which the Company and (ii) the Company Subsidiaries operate and in which any agent thereof is conducting or has not, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation by conducted business involving the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures nor, to the Knowledge Subsidiaries. None of the Company, any officerof the Company Subsidiaries and/or, directorto the knowledge of the Company, agent or employee any of the Company’s and the Company Subsidiaries’ respective directors, officers, employees, consultants and agents in each case acting on behalf of the Company or any of its Subsidiaries or joint ventures has (A) paid or givenhave paid, offered or promised to pay or givepay, or authorized or ratified the payment or givingpayment, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or employee Government Official or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person official or of the any Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each casecase in violation in any material respect of the FCPA and any Laws described in clause (b) of the immediately preceding sentence, has except as, individually or in the aggregate, would not reasonably be likely expected to result in a be material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of to the Company and the Company Subsidiaries, taken as a whole. As used in this Section 3.21, the term “Government Official” means any official, officer, employee, or Representative of, or any of its Subsidiaries; Person acting in an official capacity for or (C) made on behalf of, any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provisionGovernmental Entity, an “official or employee” and includes any known official or employee of any entity directly or indirectly government-owned or controlled entityby any Governmental Entity, and any known officer or employee of a public international organization, as well as any person known to be Person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentalityGovernmental Entity, or for or on behalf of any such public international organization.
(b) Since October 1, 2018, (i) none of . The Company and the Company or any Subsidiary of Subsidiaries maintain policies and procedures reasonably designed to ensure compliance with the Company norFCPA and other anti-bribery, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, anti-corruption and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of anti-money laundering Laws in each jurisdiction in which the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof, or to the General Counsel or Chief Executive Officer of the CompanySubsidiaries operates.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (InfraREIT, Inc.)
Certain Business Practices. (a) Each of Except as has not had, and would not reasonably be expected to have, individually or in the Company and aggregate, a Material Adverse Effect, the Company, its Subsidiaries and joint ventures subsidiaries and, to the Knowledge knowledge of the Company, their respective directors, officers, directors, agents or employees, consultants and agents in each case, case acting on behalf of the Company or its current or former Subsidiaries or joint ventures have complied at all times since December 31, 2016, and are in compliance, with (iA) is in compliance in all material respects with the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (15 U.S.C. § 78dd1, et seq.) (“FCPA”), and (B) the U.K. Bribery Act and any other U.S. or foreign provisions of all anti-bribery, anti-corruption or and anti-bribery laws money laundering Applicable Laws of each jurisdiction in which the Company and (ii) its subsidiaries operate and in which any agent thereof is conducting or has not, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation by conducted business involving the Company or any of its Subsidiaries of subsidiaries. Except as has not had, and would not reasonably be expected to have, individually or in the Foreign Corrupt Practices Act of 1977aggregate, as amendeda Material Adverse Effect, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures nor, to the Knowledge none of the Company, any officerof its subsidiaries and/or, directorto the knowledge of the Company, agent or employee any of the Company’s and its subsidiaries’ respective directors, officers, employees, consultants and agents in each case acting on behalf of the Company or any of its Subsidiaries or joint ventures has (A) paid or givenhave paid, offered or promised to pay or givepay, or authorized or ratified the payment or givingpayment, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or employee Government Official or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person official or of the any Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result case in a violation in any material violation respect of the FCPA and any Applicable Law; Laws described in clause (B) established or maintained any material unlawful fund of monies or other assets of the Company immediately preceding sentence. As used in this Agreement, the term “Government Official” means any official, officer, employee, or representative of, or any of its Subsidiaries; Person acting in an official capacity for or (C) made on behalf of, any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provisionGovernmental Entity, an “official or employee” and includes any known official or employee of any entity directly or indirectly government-owned or controlled entityby any Governmental Entity, and any known officer or employee of a public international organization, as well as any person known to be Person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentalityGovernmental Entity, or for or on behalf of any such public international organization.
(b) Since October 1. Except as has not had, 2018and would not reasonably be expected to have, (i) none of individually or in the aggregate, a Material Adverse Effect, the Company or any Subsidiary of and its subsidiaries (x) have instituted policies and procedures reasonably designed to ensure compliance with the Company norFCPA and other anti-bribery, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, anti-corruption and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of anti-money laundering Applicable Laws in each jurisdiction in which the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof, or to the General Counsel or Chief Executive Officer of the Companyits subsidiaries operate and (y) have not revoked such policies and procedures.
Appears in 2 contracts
Samples: Transaction Agreement, Transaction Agreement (StarTek, Inc.)
Certain Business Practices. (a) Each of During the Company and its Subsidiaries and joint ventures andpast three years, to the Knowledge of the no Target Company, their respective officers, directors, agents or employees, in each case, acting on behalf of the Company or its current or former Subsidiaries or joint ventures (i) is in compliance in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any other U.S. or foreign anti-corruption or anti-bribery laws and (ii) has not, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures nor, to the Knowledge of the Company, any officer, director, agent or employee of their respective Representatives acting on their behalf of the Company or any of its Subsidiaries or joint ventures has (Ai) paid used any funds for unlawful contributions, gifts, entertainment or givenother unlawful expenses relating to political activity, (ii) promised, made or offered or promised to pay or give, or authorized or ratified the make any unlawful payment or giving, directly provided or indirectly, of any monies or offered to provide anything of value to any national, provincial, municipal or other government official or employee or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person or of the Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result in a material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of the Company or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee of a Governmental Authority, to foreign or domestic political parties or campaigns or violated any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person known to be acting in an official capacity for or on behalf provision of any such government or department, agencyAnti-Corruption Laws, or instrumentality(iii) made any other unlawful payment. During the past three years, or for or on behalf of any such public international organization.
(b) Since October 1no Target Company, 2018, (i) none of the Company or any Subsidiary of the Company nor, to the Knowledge of the Company, any directorof their respective Representatives acting on their behalf has directly or knowingly indirectly, officergiven or agreed to give any unlawful gift or similar benefit in any material amount to any customer, employeesupplier, auditor, accountant official or representative employee of the a Governmental Authority or other Person who is or may be in a position to help or hinder any Target Company or assist any Subsidiary Target Company in connection with any actual or proposed transaction. To the Knowledge of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the no Action involving a Target Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the foregoing is pending or, to the Knowledge of the Company, threatened.
(b) During the past three years, the operations of each Target Company are and (ii) have been conducted at all times and in all material respects in compliance with all Anti-Corruption Laws in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority that have jurisdiction over the Target Companies, and no attorney representing Action involving a Target Company with respect to the Company or any Subsidiary of the foregoing is pending or, to the Knowledge of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the threatened.
(c) No Target Company or any of their respective directors or officers, directorsor, employees or agents to the Company Board or any committee thereof, or to the General Counsel or Chief Executive Officer Knowledge of the Company, any other Representative acting on behalf of a Target Company is currently (i) a Sanctioned Person, (ii) organized, resident, or located in, or a national of a comprehensively Sanctioned Country, or (iii) in the aggregate, 50% or greater owned, directly or indirectly, or otherwise controlled, by a person identified in clause (i) or (ii); and, to the Knowledge of the Company, no Target Company has, directly or, knowingly, indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any Sanctioned Country or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any Sanctions Laws or Export Control Laws in the last five fiscal years. No Target Company or any of its respective directors or officers, or, to the Knowledge of the Company, any other Representative acting on behalf of a Target Company has engaged in any conduct, activity, or practice that would constitute a violation of any applicable Sanctions Laws or Export Control Laws. No Action involving a Target Company with respect to the any of the foregoing is pending or, to the Knowledge of the Company, threatened.
Appears in 2 contracts
Samples: Business Combination Agreement (Investcorp Europe Acquisition Corp I), Business Combination Agreement (OpSec Holdings)
Certain Business Practices. (a) Each of the Company and its Subsidiaries and joint ventures The SU Entities and, to the Knowledge of the CompanySU, their respective directors, officers, directors, agents or employees, consultants and agents in each case, case acting on behalf of any SU Entities in connection with the Company NTX Assets or its current or former Subsidiaries or joint ventures (i) is the Subject NTX Operations have complied in all material respects at all times since January 1, 2015, and are in compliance in all material respects with (a) the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (15 U.S.C. § 78dd1, et seq.) (“FCPA”), and (b) the U.K. Bribery Act and any other U.S. or foreign provisions of all anti-bribery, anti-corruption or and anti-bribery laws money laundering Laws of each jurisdiction in which the SU Entities operate and (ii) in which any agent thereof is conducting or has notconducted business. Neither of the SU Entities and/or, to the Knowledge of the CompanySU, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the CompanySU Entities’ respective directors, oral notice) by a Governmental Entity ofofficers, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977employees, as amendedconsultants and agents, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures nor, to the Knowledge of the Company, any officer, director, agent or employee in each case acting on behalf of any SU Entity in connection with the Company NTX Assets or any of its Subsidiaries or joint ventures has (A) paid or giventhe Subject NTX Operations, have paid, offered or promised to pay or givepay, or authorized or ratified the payment or givingpayment, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or employee Government Official or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person official or of the any Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result case in a material violation of Applicable Law; (B) established or maintained in any material unlawful fund of monies or other assets respect of the Company FCPA and any Laws described in clause (b) of the immediately preceding sentence. As used in this Agreement, the term “Government Official” means any official, officer, employee, or representative of, or any of its Subsidiaries; Person acting in an official capacity for or (C) made on behalf of, any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provisionGovernmental Entity, an “official or employee” and includes any known official or employee of any entity directly or indirectly government-owned or controlled entityby any Governmental Entity, and any known officer or employee of a public international organization, as well as any person known to be Person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentalityGovernmental Entity, or for or on behalf of any such public international organization.
(b) Since October 1, 2018, (i) none organization in respect of the Company NTX Package or any Subsidiary of the Company nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof, or to the General Counsel or Chief Executive Officer of the CompanySubject NTX Operations.
Appears in 2 contracts
Samples: Merger Agreement (InfraREIT, Inc.), Merger Agreement (Hunt Consolidated, Inc.)
Certain Business Practices. (a) Each of the Company and its Subsidiaries and joint ventures and, to the Knowledge of the Company, their respective officers, directors, agents or employees, in each case, acting on behalf of the Company or its current or former Subsidiaries or joint ventures (i) is in compliance in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any other U.S. or foreign anti-corruption or anti-bribery laws and (ii) has not, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any Company Subsidiary, nor any of its Subsidiaries their respective directors, officers or joint ventures nor, to the Knowledge of the Company, any officer, director, agent or employee employees acting on behalf of the Company or any Company Subsidiary, nor to the knowledge of its Subsidiaries the Company, any of their respective representatives or joint ventures agents (in each case, acting in the capacity of a representative or agent of the Company or any Company Subsidiary) or any other Person associated with or acting for or on behalf of the Company or any Company Subsidiary has (Ai) paid paid, accepted or givenreceived any unlawful contributions, offered payments, expenditures, entertainment or gifts, (ii) made, promised to pay or giveprovided, or authorized caused to be made, promised or ratified the payment or givingprovided, directly or indirectly, of any monies payment or anything thing of value to a foreign or domestic official, foreign or domestic political party, candidate for office, official of any national, provincial, municipal public international organization or other government official or employee of any state-owned entity or any political party or candidate for political office or Governmental Entity other person, for the direct or indirect purpose of influencing a decision, inducing an official to violate their lawful duty, securing any act improper advantage, or inducing a foreign or domestic official to use their influence to affect a governmental decision (iii) violated any provision of such Person any Anti-Corruption Laws or any rules or regulations promulgated thereunder, anti-money laundering laws or any rules or regulations promulgated thereunder or any applicable Law of similar effect or (iv) violated or operated in noncompliance with any money laundering law, anti-terrorism law or regulation, anti-boycott regulations or embargo regulations. Since January 1, 2011, the Company has not received any communication that alleges any of the Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result in a material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of the Company or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organizationforegoing.
(b) Since October 1, 2018, (i) none of Neither the Company nor any Company Subsidiary, nor any of their respective directors, officers, or any Subsidiary of the Company noremployees, nor to the Knowledge knowledge of the Company, any directorof their respective representatives or agents (in each case, officer, employee, auditor, accountant or acting in the capacity of a representative of the Company or any Subsidiary Company Subsidiary) (a) is a person with whom transactions are prohibited or limited under any economic sanctions laws, including those administered by U.S. Governmental Authorities (including, without limitation, the Office of Foreign Assets Control), the United Nations Security Council, the European Union, or Her Majesty’s Treasury, or (b) to the Company’s knowledge, has received or otherwise had or obtained Knowledge violated any economic sanctions laws within the last five years. The Company and Company Subsidiaries are and for the past five years have been in compliance with and in possession of any material complaintand all licenses, allegationregistrations, assertion or claimand permits that may be required for the lawful conduct of their business under applicable import and export control laws, whether written or oralincluding the Export Administration Regulations. Within the past five years, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of neither the Company or nor any Company Subsidiary of the Company or has made any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect voluntary disclosures to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities U.S. Governmental Authorities under U.S. economic sanctions laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereofimport, or to export control laws; been the General Counsel subject of any governmental investigation or Chief Executive Officer of the Companyinquiry regarding compliance with such laws; or been assessed any fine or penalty under such laws.
Appears in 1 contract
Samples: Merger Agreement (Tubemogul Inc)
Certain Business Practices. (a) Each Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company Acquired Companies is, and its Subsidiaries and joint ventures andsince January 1, to the Knowledge of the Company, their respective officers, directors, agents or employees2017 has been, in each case, acting on behalf of the Company or its current or former Subsidiaries or joint ventures (i) is in compliance in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any other U.S. or foreign anti-corruption or anti-bribery laws and (ii) has notLaw concerning corrupt payments applicable to any Acquired Company. Since January 1, 2017 through the date of this Agreement, none of the Acquired Companies has, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, or and none of the Acquired Companies has been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation by the Company or any of its Subsidiaries the Acquired Companies of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery lawsLaw concerning corrupt payments. Neither None of the Company nor any of its Subsidiaries or joint ventures Acquired Companies nor, to the Knowledge of the Company, any officerCompany Associate authorized to act, directorand acting, agent or employee acting on behalf of the an Acquired Company or any of its Subsidiaries or joint ventures has (A) paid or given, offered or promised to pay or give, or authorized or ratified the payment or giving, directly or Table of Contents indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or employee or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person or of the Governmental Entity to obtain or retain business, or direct business to any person Person or to secure any other improper benefit or advantage thatadvantage, that in each case, case has had or would reasonably be likely expected to result have, individually or in the aggregate, a material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of the Company or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its SubsidiariesMaterial Adverse Effect. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person Person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.
(b) Since October 1, 2018, (i) none of the Company or any Subsidiary of the Company nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof, or to the General Counsel or Chief Executive Officer of the Company.
Appears in 1 contract
Certain Business Practices. (a) Each None of the Company and or its Subsidiaries and joint ventures andSubsidiaries, to the Knowledge any of the Company, their respective officers, directors, agents directors or employees, or to Company’s Knowledge, the Company’s and Subsidiaries’ respective Representatives acting on their behalf, have directly or indirectly made or authorized any offer, gift, payment, or transfer, or promise of, any money or anything else of value, or provided any benefit, to any Person, (i) for the purpose of (A) influencing any act or decision of that Person, (B) inducing that Person to omit to do any act in violation of any duty under Law, (C) securing any improper advantage, or (D) inducing that Person to use his or her influence with a Governmental Entity or public international organization, (1) to affect or influence any act or decision of any Governmental Entity or public international organization, or (2) to assist the Company or its Subsidiaries in obtaining or retaining business, or directing business to any Person, whether or not lawful, or (ii) which would otherwise constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage.
(b) The Company is familiar with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), and the Company, its Subsidiaries and, to Company’s Knowledge, each case, of the Company’s and Subsidiaries’ respective Representatives acting on behalf of the Company or its current Subsidiaries, are in full compliance with the FCPA, and any other applicable Law of similar effect, including all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and the UK Xxxxxxx Xxx 0000 (collectively, the “Anti-Corruption Laws”), and to the Company’s Knowledge none of them have taken any action which would cause the Company or former its Subsidiaries to be in violation of any Anti-Corruption Law.
(c) No portion of any payments paid by the Buyer to the Company, its Permitted Designees or joint ventures any Royalty Recipient will be used to fund payments in connection with securing government approvals or as a payment, gift, promise to give, or authorization of the giving of anything of value to any government official, political party or official thereof or any candidate for foreign political office for purposes of (i) is influencing any act or decision of such government official in compliance in all material respects with the Foreign Corrupt Practices Act of 1977his official capacity, as amended, the U.K. Bribery Act and any other U.S. or foreign anti-corruption or anti-bribery laws and (ii) has notinducing such government official to do or omit to do any act in violation of the lawful duty of such official, or (iii) securing any improper advantage; or inducing such official to use his influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality.
(d) The Company and its Subsidiaries have at all times complied with, and are currently in compliance with, all applicable economic sanctions, export control, import, and other international trade laws and regulations (collectively, the Knowledge “International Trade Laws”).
(e) None of the Company, its Subsidiaries, any of their respective officers, directors, or employees, or to Company’s Knowledge, any of the Company’s and Subsidiaries’ respective Representatives acting on their behalf, have been investigated for, or charged by any Governmental Entity with respect toa material violation of any Anti-Corruption Laws or International Trade Laws, and there are not now, nor have there been in the past five (5) years, any claims, allegations, or been given written notice (inquiries pending or, to the Knowledge of Company’s Knowledge, threatened against the Company, oral notice) by a Governmental Entity of, any violation by the Company its Subsidiaries or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures nor, to the Knowledge of the Company, any officer, director, agent or employee their respective Representatives acting on behalf of the Company or any of its Subsidiaries or joint ventures has (A) paid or given, offered or promised to pay or give, or authorized or ratified the payment or giving, directly or indirectly, concerning violations of any monies Anti-Corruption Laws or anything International Trade Laws.
(f) The Company and its Subsidiaries maintain a system of value internal accounting controls designed to provide reasonable assurances that: (i) transactions are executed and access to assets is permitted only in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements and to maintain accountability for assets; and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any national, provincial, municipal or other differences.
(g) The term “government official or employee or official,” as used in this Section 2.17 and Section 3.18 (and in all related definitions herein) shall mean any political party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person or of the Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result in a material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of the Company or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official officer or employee of a foreign government or any directly department, agency, or indirectly government-instrumentality thereof, including government owned or controlled entitycompanies, and any known officer or employee of a public international organization, as well as or any person known to be Person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.
(bh) Since October 1, 2018, (i) none The term “Representatives,” as used in this Section 2.17 shall be deemed to include any distributor of Product in the Company or any Subsidiary of the Company nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof, or to the General Counsel or Chief Executive Officer of the CompanyBusiness.
Appears in 1 contract
Certain Business Practices. (a) Each None of the Company and Company, any of its Subsidiaries and joint ventures andSubsidiaries, or, any of their respective officers, directors or employees, or to the Knowledge of the Company, their respective officers, directors, agents or employees, in each case, acting on behalf any other Representatives of the Company or any of its current Subsidiaries have, directly or former Subsidiaries or joint ventures indirectly, taken any action which would cause them to be in violation of: (i) is the principles set out in compliance the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in all material respects with International Business Transactions; (ii) the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder; (iii) the U.K. Bribery Act UK Xxxxxxx Xxx 0000; and (iv) any other U.S. or foreign applicable anti-corruption or and/or anti-bribery laws laws, statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and (ii) has not, writs of any governmental authority of any jurisdiction applicable to the Knowledge Company or its Subsidiaries (whether by virtue of jurisdiction or organization or conduct of business) (collectively, the Company“Applicable Anti-Corruption Laws”).
(b) To the extent a violation of Applicable Anti-Corruption Laws, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge none of the Company, oral notice) by a Governmental Entity of, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery ActSubsidiaries, or any other U.S. of their respective officers, directors or foreign anti-corruption employees, or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures nor, to the Knowledge of the Company, any officerother Representatives of the Company or any of its Subsidiaries, director, agent or employee any other Person acting on behalf of the Company or any of its Subsidiaries or joint ventures has (A) paid or givenSubsidiaries, offered or promised to pay or give, or authorized or ratified the payment or givinghave, directly or indirectly, offered, paid, promised to pay, or authorized a payment, of any monies money or anything other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment, or any payment related to political activity, to any national, provincial, municipal or other government official or employee or any political party or candidate for political office or Governmental Entity of the following persons for the direct or indirect purpose of influencing any act or decision of such Person person in his official capacity, inducing such person to do or omit to do any act in violation of the Governmental Entity to obtain or retain businesslawful duty of such official, securing any improper advantage, or direct inducing such person to use his influence with a foreign government or instrumentality thereof to affect or to influence any act or decision of such government or instrumentality, in order to assist the Company in obtaining or retaining business to for or with, or directing the business to, any Person: (i) any person or to secure any other improper benefit or advantage thatwho is an agent, in each caserepresentative, has or would reasonably be likely to result in a material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of the Company or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provisionofficial, an “official or employee” includes any known official officer, director, or employee of any directly non-U.S. government or indirectly governmentany department, agency, or instrumentality thereof (including officers, directors, and employees of state-owned owned, operated or controlled entity, and any known officer entities) or employee of a public international organization, as well as ; (ii) any person known to be acting in an official capacity for or on behalf of any such government or government, department, agency, or instrumentality, or for or on behalf of any such public international organization; (iii) any political party or official thereof; (iv) any candidate for political or political party office (such recipients in paragraphs (i), (ii), (iii) and (iv) of this Section 2.20(b) collectively, “Government Officials”); or (v) any other individual or entity while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any Government Official.
(bc) Since October 1The Company and its Subsidiaries have established reasonable and adequate internal controls and procedures intended to ensure compliance with Applicable Anti-Corruption Laws. To the Knowledge of the Company, 2018the transactions of the Company and its Subsidiaries are accurately recorded on the books and records of the applicable entity, (i) none and there are no false or fictitious entries in the books and records of the Company or any Subsidiary of its Subsidiaries.
(d) None of the Company norCompany, any of its Subsidiaries, or any of their respective officers, directors or employees, or to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary other Representatives of the Company or any of their respective officersits Subsidiaries, directors, employees has made any payments or agents to transfers of value with the Company Board or any committee thereofintent, or to which have the General Counsel purpose or Chief Executive Officer effect, of the Companyengaging in commercial bribery, or acceptance of or acquiescence in kickbacks or other unlawful or improper means of obtaining business.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On Semiconductor Corp)
Certain Business Practices. (a) Each of Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries and joint ventures andthe Target Companies, to the Knowledge of the Company, their respective officers, directors, agents or employeestaken as a whole, in each casethe past three (3) years, acting on behalf of the Company or its current or former Subsidiaries or joint ventures (i) is in compliance in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any other U.S. or foreign anti-corruption or anti-bribery laws and (ii) has not, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither neither the Company nor any of its Subsidiaries or joint ventures Target Company, nor, to the Knowledge of the Company, any officer, director, agent or employee of its Representatives acting on its behalf has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made or offered to make any unlawful payment or provided or offered to provide anything of value to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law, or (iii) made any other unlawful payment. In the past three (3) years, neither the Company nor any Target Company, nor any of its Representatives acting on its behalf has directly or knowingly indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or any of its Subsidiaries Target Company or joint ventures has (A) paid or given, offered or promised to pay or give, or authorized or ratified the payment or giving, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or employee or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person or of the Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result in a material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of assist the Company or any of its Subsidiaries; Target Company in connection with any actual or (C) made any material fraudulent entry on the books or records of proposed transaction. No Action involving the Company or a Target Company with respect to any of its Subsidiaries. For purposes the foregoing is pending or, to the Knowledge of this provisionthe Company, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organizationthreatened.
(b) Since October 1Except as would not reasonably be expected to be material to the Company and the Target Companies, 2018taken as a whole, in the past three (i3) none years, the operations of the Company and each Target Company are and have been conducted at all times in compliance with money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority that have jurisdiction over the Company or any Subsidiary Target Company, and no Action involving the Company or a Target Company with respect to the any of the foregoing is pending or, to the Knowledge of the Company, threatened.
(c) Since their respective dates of formation, none of SPV Holdco, Pubco, Merger Sub I and Merger Sub II (i) has engaged in any business activities other than as contemplated by this Agreement and the Reorganization, (ii) prior to the Reorganization, has owned directly or indirectly any ownership, equity, profits or voting interest in any Person, (iii) other than fees in respect of its incorporation, has had any assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to which it is a party and the Transactions, and (iv) other than its Governing Documents, this Agreement and the Ancillary Documents to which it is a party or in connection with the Reorganization, has been party to or bound by any Contract.
(d) Neither the Company nor any Target Company, nor, to the Knowledge of the Company, any directorof their respective directors or officers, officeror, employeeto the Knowledge of the Company, auditor, accountant or representative any other Representative acting on behalf of the Company or a Target Company, is currently (i) identified on the specially designated nationals or other blocked person list or otherwise currently subject to any Subsidiary sanctions administered by OFAC, the U.S. Department of State, or other applicable Governmental Authority, (ii) organized, resident, or located in, or a national of a comprehensively sanctioned country (currently, Cuba, Iran, North Korea, and the Crimea region of Ukraine), or (iii) in the aggregate, fifty percent (50%) or greater owned, directly or indirectly, or otherwise controlled, by a person identified in (i) or (ii); and neither the Company nor any Target Company has, directly or, knowingly, indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any country comprehensively sanctioned by OFAC or other applicable Governmental Authority (currently, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any sanctions administered by OFAC or the U.S. Department of State or other applicable Governmental Authority in the last five (5) fiscal years. Neither the Company nor any Target Company, nor any of their respective directors or officers, or, to the Knowledge of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods other Representative acting on behalf of the Company or a Target Company, has engaged in any Subsidiary conduct, activity, or practice that would constitute a violation or apparent violation of any applicable sanctions laws administered by OFAC, the U.S. Department of State, or other applicable Governmental Authority. No Action involving the Company or any material complaint, allegation, assertion or claim from employees of the a Target Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the foregoing is pending or, to the Knowledge of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof, or to the General Counsel or Chief Executive Officer of the Companythreatened.
Appears in 1 contract
Samples: Business Combination Agreement (Rosecliff Acquisition Corp I)
Certain Business Practices. (a) Each of the Company and its Subsidiaries and joint ventures and, to the Knowledge of the Company, their respective officers, directors, agents or employees, in each case, acting on behalf of the Company or its current or former Subsidiaries or joint ventures (i) is in compliance in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any other U.S. or foreign anti-corruption or anti-bribery laws and (ii) has not, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures nor, nor (to the Knowledge of the Company) any director, any officer, directoragent, agent employee, representative, consultant or employee other persons associated with or acting for or on behalf of the Company or any of its Subsidiaries has, directly or joint ventures has indirectly, in connection with their respective businesses (Ai) paid used any funds for unlawful contributions, gifts, entertainment or other expenses relating to political activity or for the business of the Company or any of its Subsidiaries, (ii) made any unlawful payment or offered anything of value to non-U.S. or domestic government officials or employees or to non-U.S. or domestic political parties or campaigns, (iii) offered, paid, given, offered or promised to pay or give, or authorized or ratified the payment or givinggift of anything of value, directly or indirectly, of any monies or anything of value to any nationalpublic official, provincial, municipal or other government official or employee or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose purposes of (A) influencing any act or decision of such Person any public official in his or of the Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result in a material violation of Applicable Lawher official capacity; (B) established inducing such public official to do or maintained omit to do any material act in violation of his or her lawful duty; or (C) securing any improper advantage, (iv) made any other unlawful fund payment, or (v) violated any applicable export control, money laundering or anti-terrorism or anti-bribery Law or regulation, nor have any of monies them otherwise taken any action which would cause the Company or other assets any of its Subsidiaries to be in violation of any provision of the Foreign Corrupt Practices Act of 1977, (the “FCPA”) or any applicable Law of similar effect. To the Company’s Knowledge, there are no pending issues with respect to violation of any applicable anticorruption Law, including the FCPA, relating to the Company or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.
(b) Since October 1, 2018, (i) none None of the Company or any Subsidiary of the Company norits Subsidiaries or, nor to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective directors, officers, directors, employees or agents to (i) is a person with whom transactions are prohibited or limited under any economic sanctions Laws, including those administered by the Office of Foreign Assets Control of the United States Department of the Treasury, the European Union, the United Kingdom or the United Nations Security Council; or (ii) since the Company Board Inception Date has done business in or with Cuba, Iran, Sudan, or Syria, or any committee thereof, or to Person that is the General Counsel or Chief Executive Officer target of the CompanyU.S. sanctions.
Appears in 1 contract
Certain Business Practices. (a) Each of the Company and its Subsidiaries and joint ventures and, to the Knowledge of the Company, their respective officers, directors, agents or employees, in each case, acting on behalf of the Company or its current or former Subsidiaries or joint ventures Acquired Companies (i) is in compliance in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any other U.S. or foreign anti-corruption or anti-bribery laws Legal Requirement concerning corrupt payments applicable to any Acquired Company and (ii) has notduring the past five (5) years, none of the Acquired Companies has, to the Knowledge knowledge of the Company, been investigated by any Governmental Entity Body with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity Body of, any violation by the Company or any of its Subsidiaries the Acquired Companies of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery lawsLegal Requirements concerning corrupt payments. Neither During the Company nor any past three years, none of its Subsidiaries or joint ventures the Acquired Companies nor, to the Knowledge knowledge of the Company, any officerCompany Associate or agent authorized to act, directorand acting, agent or employee acting on behalf of the an Acquired Company or any of its Subsidiaries or joint ventures has (A) paid or given, offered or promised to pay or give, or authorized or ratified the payment or giving, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or employee or any political party or candidate for political office or Governmental Entity Body for the direct or indirect purpose of influencing any act or decision of such Person or of the Governmental Entity Body to obtain or retain business, or direct business to any person Person or to secure any other improper benefit or advantage that, in each case, that has resulted or would reasonably be likely to result in a material violation of Applicable Law; (B) established or maintained any material unlawful fund the Foreign Corrupt Practices Act of monies or other assets of 1977, as amended, the Company U.K. Bribery Act, or any of its Subsidiaries; other U.S. or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiariesforeign Legal Requirements concerning corrupt payments. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person Person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.
(b) Since October 1During the past five (5) years, 2018each Acquired Company has complied with and is in compliance in all material respects with all applicable Legal Requirements, (i) none of the Company or any Subsidiary of the Company nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge orders and decrees of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereofGovernmental Body, or other authority having jurisdiction over it or over any part of its operations or assets, including all Legal Requirements relating to the General Counsel or Chief Executive Officer of the Companysupply chain responsibility and related matters.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rightside Group, Ltd.)
Certain Business Practices. (a) Each of (i) Neither the Company and its Subsidiaries and joint ventures andnor any Group Company, nor any director, officer, or employee, nor, to the Knowledge of the Company’s knowledge, their respective officers, directors, agents any agent or employees, in each case, acting on behalf representative of the Company or its current of any Group Company, has (A) taken any action in furtherance of an offer, payment, promise to pay, or former Subsidiaries authorization or joint ventures approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, whether in the form of a bribe, kickback, rebate, payoff, influence payment or otherwise, to any government official (iincluding any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, all of the foregoing being referred to as “Government Officials”), or to any other person while knowing that all or some portion of the money or value was or will be offered, given or promised to a Government Official, to influence official action or secure an improper advantage or (B) is used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, and (ii) the Company and the Group Companies have conducted their businesses in compliance in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any all other U.S. or foreign applicable anti-corruption or anti-bribery laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with such laws and with the representation and warranty contained herein.
(iib) has not, to the Knowledge The operations of each of the CompanyCompany and the Group Companies are and have been conducted at all times in compliance with the money laundering Laws of applicable jurisdictions, been investigated and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable Governmental Entity with respect to, or been given written notice Authority.
(or, to the Knowledge of the Company, oral noticec) by a Governmental Entity of, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures norGroup Company, nor any director, officer, employee, to the Knowledge knowledge of the Company, any officeragent, director, agent affiliate or employee other person associated with or acting on behalf of the Company or any Group Company is currently the subject or the target of its Subsidiaries any sanctions administered or joint ventures has enforced by the U.S. government (Aincluding, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) paid or giventhe U.S. Department of State and including, offered without limitation, the designation as a “specially designated national” or promised to pay “blocked person”) or giveother relevant sanctions authority (collectively, “Sanctions”), nor is the Company, any Group Company located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not use the proceeds of the offering of the Subscription Shares hereunder, or authorized lend, contribute or ratified the payment otherwise make available such proceeds to any subsidiary, joint venture partner or givingother person or entity, directly or indirectly, (i) to fund or facilitate any activities of or business with any monies or anything of value to any nationalperson that, provincial, municipal or other government official or employee or any political party or candidate for political office or Governmental Entity for at the direct or indirect purpose of influencing any act or decision time of such Person funding or facilitation, is the subject or target of the Governmental Entity Sanctions, (ii) to obtain fund or retain business, facilitate any activities of or direct business to in any person Sanctioned Country or to secure (iii) in any other improper benefit or advantage that, in each case, has or would reasonably be likely to manner that will result in a material violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Applicable Law; (B) established Sanctions. For the past five years, the Company and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or maintained transactions with any material unlawful fund of monies or other assets person that at the time of the Company dealing or transaction is or was the subject or the target of Sanctions or with any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organizationSanctioned Country.
(b) Since October 1, 2018, (i) none of the Company or any Subsidiary of the Company nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof, or to the General Counsel or Chief Executive Officer of the Company.
Appears in 1 contract
Certain Business Practices. (a) Each of Acquired Company is, and for the Company and its Subsidiaries and joint ventures and, to the Knowledge of the Company, their respective officers, directors, agents or employeeslast three (3) years has been, in each casecompliance with, acting on behalf of the Company or its current or former Subsidiaries or joint ventures (i) is in compliance in all material respects with Material respects, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any all other U.S. or foreign applicable anti-bribery and anti-corruption or antilaws of those jurisdictions in which it does business (collectively, “Anti-bribery laws and (ii) has not, to the Knowledge of the Corruption Law”). No Acquired Company, been investigated by nor any Governmental Entity with respect toof its directors, managers, officers or been given written notice (employees, or, to the Knowledge of the CompanySeller’s Knowledge, oral noticeits agents, representatives or independent contractors acting or purporting to act on its behalf, has, in any Material respect:
(i) by a Governmental Entity ofoffered, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977promised, as amendedpaid, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures nor, to the Knowledge of the Company, any officer, director, agent or employee acting on behalf of the Company or any of its Subsidiaries or joint ventures has (A) paid or given, offered or promised to pay or give, or authorized or ratified approved the payment or givinggiving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any monies or anything of value to any nationalemployee, provincialofficial, municipal representative, or other person acting on behalf of any government official or employee department, agency or instrumentality thereof, or of any public international organization, or any political party or official thereof, or candidate for political office or Governmental Entity (each, a “Government Official”), for the direct or indirect purpose of of: (x) influencing any act or decision of such Person Government Official in his, her, or its official capacity; (y) inducing such Government Official to do, or omit to do, an act in violation of the Governmental Entity lawful duty of such Government Official; or (z) securing any improper advantage; or
(ii) acted or attempted to obtain act in any manner which would subject any Acquired Company to liability under any Anti-Corruption Law.
(b) There are, and have been, no allegations, investigations, inquiries, actions or retain business, or direct business proceedings with regard to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result in a material potential violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of the Anti-Corruption Law by any Acquired Company or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.
(b) Since October 1, 2018, (i) none of the Company or any Subsidiary of the Company nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company Affiliates or any of their respective current or former directors, managers, officers, directorsemployees, employees equityholders or agents to the Company Board or any committee thereofagents, or other Persons acting or purporting to the General Counsel act on their behalf.
(c) No Acquired Company is required to have any export licenses, registrations, approvals or Chief Executive Officer of the Companyother authorizations to operate its business as currently conducted.
Appears in 1 contract
Certain Business Practices. (a) Each Neither Parent nor any of the Company and its Subsidiaries and joint ventures andSubsidiaries, nor to the Knowledge of the CompanyParent, any of their respective officers, directors, agents directors or employees, in each case, or agents or Persons acting on behalf of the Company or its current or former Subsidiaries or joint ventures their behalf: (i) is in compliance in all material respects with the Foreign Corrupt Practices Act of 1977have made or agreed to make any contribution, as amendedpayment, the U.K. Bribery Act and gift or entertainment to, or accepted or received any other U.S. contributions, payments, gifts or entertainment from, any government official, employee, political party or agent or any candidate for any federal, state, provincial, local or foreign anti-corruption public office, where either the contribution, payment or anti-bribery gift or the purpose thereof was to obtain an improper business advantage or illegal under the laws and of any federal, state, provincial, local or foreign jurisdiction; or (ii) has nothave engaged in or otherwise participated in, to the Knowledge of the Company, been investigated by assisted or facilitated any Governmental Entity with respect totransaction, or been given written notice (ortaken any action, to the Knowledge in each case that could constitute a violation of the Companyany Anti-Corruption Laws, oral notice) by a Governmental Entity of, Anti-Money Laundering Laws or any violation applicable embargo or related trade restriction imposed by the Company or any United States Office of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, Assets Control or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures nor, to the Knowledge agency of the Company, any officer, director, agent or employee acting on behalf of the Company or any of its Subsidiaries or joint ventures has (A) paid or given, offered or promised to pay or give, or authorized or ratified the payment or giving, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or employee or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person or of the Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result in a material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of the Company or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly United States government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.
(b) Since October 1Neither Parent nor any of its Subsidiaries, 2018, (i) none of the Company or any Subsidiary of the Company nor, nor to the Knowledge of the CompanyParent, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective officers, directors, employees or agents (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, Sanctioned Persons or Persons that are currently the subject of any Sanctions or (ii) is located, organized or resident in a Sanctioned Country. Neither Parent nor any of its Subsidiaries has engaged in any dealings or transactions with a Sanctioned Person, or with or in a Sanctioned Country, in each case since January 1, 2021.
(c) Neither Parent nor any of its Subsidiaries, nor to the Company Board Knowledge of Parent, any of their respective officers, directors or employees, or agents or Persons acting on their behalf, have, with respect to Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions: (i) received from any Governmental Authority or any committee thereofPerson, a notice, inquiry, or allegation; (ii) made any voluntary or involuntary disclosure to the General Counsel a Governmental Authority; or Chief Executive Officer of the Company(iii) conducted any internal investigation or audit concerning any actual, suspected, or potential violation or wrongdoing.
(d) No government official is, directly or indirectly, an owner, investor or otherwise has a financial or personal interest in Parent or its Subsidiaries.
Appears in 1 contract
Samples: Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/)
Certain Business Practices. (a) Each of Except as has not had, and would not reasonably be expected to have, individually or in the Company and aggregate, a Material Adverse Effect, the Company, its Subsidiaries and joint ventures and, to the Knowledge of the Company, their respective directors, officers, directors, agents or employees, consultants and agents in each case, case acting on behalf of the Company or its current or former Subsidiaries or joint ventures have complied at all times since September 28, 2014, and are in compliance, with (iA) is in compliance in all material respects with the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (15 U.S.C. § 78dd1, et seq.) ("FCPA"), and (B) the U.K. Bribery Act and any other U.S. or foreign provisions of all anti-bribery, anti-corruption or and anti-bribery laws money laundering Laws of each jurisdiction in which the Company and (ii) its Subsidiaries operate and in which any agent thereof is conducting or has not, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation by conducted business involving the Company or any of its Subsidiaries Subsidiaries. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Foreign Corrupt Practices Act of 1977Company, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures norand/or, to the Knowledge of the Company, any officerof the Company's and its Subsidiaries' respective directors, directorofficers, agent or employee employees, consultants and agents in each case acting on behalf of the Company or any of its Subsidiaries or joint ventures has (A) paid or givenhave paid, offered or promised to pay or givepay, or authorized or ratified the payment or givingpayment, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or employee Government Official or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person official or of the any Governmental Entity Authority to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result case in a violation in any material violation respect of Applicable Law; the FCPA and any Laws described in clause (B) established or maintained any material unlawful fund of monies or other assets of the Company immediately preceding sentence. As used in this Agreement, the term "Government Official" means any official, officer, employee, or representative of, or any of its Subsidiaries; Person acting in an official capacity for or (C) made on behalf of, any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provisionGovernmental Authority, an “official or employee” and includes any known official or employee of any entity directly or indirectly government-owned or controlled entityby any Governmental Authority, and any known officer or employee of a public international organization, as well as any person known to be Person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentalityGovernmental Authority, or for or on behalf of any such public international organization.
(b) Since October 1. Except as has not had, 2018and would not reasonably be expected to have, (i) none of individually or in the aggregate, a Material Adverse Effect, the Company or any Subsidiary of and its Subsidiaries (x) have instituted policies and procedures reasonably designed to ensure compliance with the Company norFCPA and other anti-bribery, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, anti-corruption and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of anti-money laundering Laws in each jurisdiction in which the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof, or to the General Counsel or Chief Executive Officer of the Companyits Subsidiaries operate and (y) have not revoked such policies and procedures.
Appears in 1 contract
Certain Business Practices. (a) Each of the Company and its Subsidiaries and joint ventures and, to the Knowledge of the a. No Acquired Company, nor any of their respective officersRepresentatives acting on their behalf has (i) used any funds for unlawful contributions, directorsgifts, agents entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees, in each case, acting on behalf to foreign or domestic political parties or campaigns or violated any provision of the Company or its current or former Subsidiaries or joint ventures (i) is in compliance in all material respects with the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and 1977 or any other U.S. local or foreign anti-corruption or anti-bribery laws and Law or (iiiii) has not, to the Knowledge of the made any other unlawful payment. No Acquired Company, nor any of their respective Representatives acting on their behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder any Acquired Company or assist any Acquired Company in connection with any actual or proposed transaction.
b. The operations of each Acquired Company are and have been investigated conducted at all times in compliance with money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity Authority, and no Action involving an Acquired Company with respect to, or been given written notice (to any of the foregoing is pending or, to the Knowledge of the Company, oral notice) by a Governmental Entity threatened.
c. Each Acquired Company, and, to the Company’s Knowledge, each of their affiliates and any director, officer, agent or employee of, any violation by or other person associated with or acting on behalf of, the Company has acted at all times in compliance in all material respects with applicable Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, proceedings pending or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures norexpected or, to the Knowledge of the Company, any officer, director, agent or employee acting on behalf of threatened between the Company or any of its Subsidiaries and any Governmental Authority under any Export or joint ventures has (A) paid Import Laws. The term “Export and Import Laws” means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act of 1979, as amended, the Export Administration Regulations, and all other laws and regulations of the United States government regulating the provision of services to non-U.S. parties or giventhe export and import of articles or information from and to the United States of America, offered or promised to pay or give, or authorized or ratified the payment or giving, directly or indirectly, and all similar laws and regulations of any monies or anything foreign government regulating the provision of value services to any national, provincial, municipal or other government official or employee or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person or parties not of the Governmental Entity foreign country or the export and import of articles and information from and to obtain or retain business, or direct business the foreign country to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result in a material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets parties not of the Company or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organizationforeign country.
(b) Since October 1, 2018, (i) none of the Company or any Subsidiary of the Company nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof, or to the General Counsel or Chief Executive Officer of the Company.
Appears in 1 contract
Samples: Master Transactions Agreement (Thunder Bridge Acquisition II, LTD)
Certain Business Practices. (a) Each Neither Seller nor any of the Company and its Subsidiaries and joint ventures and, to the Knowledge Affiliates nor any of the Company, their respective officers, directors, agents officers or employees, in each casenor, [***], any distributor, agent, Representative, sales intermediary or other third party acting on behalf of Seller or any of its Affiliates, in any way relating to the Company Business, the Products or its current or former Subsidiaries or joint ventures the Purchased Assets: (i) is has taken any action in compliance in all material respects with violation of any applicable anticorruption Law, including the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S.C. § 78 dd-1 et seq.) (all such Laws, “Anticorruption Laws”) in any jurisdiction in which Products are manufactured or sold by or on behalf of Seller, (ii) has received any notice alleging any potential or alleged violation of any Anticorruption Laws in any jurisdiction in which Products are manufactured or sold by or on behalf of Seller, or (iii) 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 4.13 in any jurisdiction in which Products are manufactured or sold by or on behalf of Seller, 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 medical facilities), in order to assist any Person in obtaining or retaining business or directing any business to any Person. For purposes of this Section 4.13, “Public Official” means: (i) any officer, employee or representative of any Governmental Authority; (ii) any officer, employee or representative of any commercial enterprise that is owned or controlled by a Governmental Authority, including any state-owned or controlled medical facility; (iii) any officer, employee or representative of any public international organization; (iv) any person acting in an official capacity for any Governmental Authority; and (v) any political party, party official or candidate for political office. During [***], none of Seller or any of its Affiliates, nor, [***], any of their respective officers or directors, has, in connection with the conduct of the Business, engaged in any transaction with any Person that (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury; (ii) is otherwise a party with whom, or has its principal place of business or the majority of its business operations (measured by revenues) located in a country in which, transactions are prohibited by (A) United States Executive Order 13224, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism; (B) the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001; (C) the United States Trading with the Enemy Act of 1917, as amended; (D) the United States International Emergency Economic Powers Act of 1977, as amended, ; or (E) the U.K. Bribery Act and any other U.S. or foreign anti-corruption or anti-bribery laws and (ii) has not, to the Knowledge asset control regulations of the CompanyUnited States Department of the Treasury; or (iii) [***], has been investigated convicted of or charged with a felony relating to money laundering or is under investigation by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures nor, to the Knowledge of the Company, any officer, director, agent or employee acting on behalf of the Company or any of its Subsidiaries or joint ventures has (A) paid or given, offered or promised to pay or give, or authorized or ratified the payment or giving, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or employee or any political party or candidate Authority for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person or of the Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result in a material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of the Company or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organizationmoney laundering.
(b) Since October 1, 2018, (i) none of the Company or any Subsidiary of the Company nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof, or to the General Counsel or Chief Executive Officer of the Company.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vanda Pharmaceuticals Inc.)
Certain Business Practices. (a) Each Since the Lookback Date, no Company Entity nor any director, officer or employee of the any Company and its Subsidiaries and joint ventures and, to the Knowledge of the Company, their respective officers, directors, agents or employees, in each case, acting on behalf of the Company or its current or former Subsidiaries or joint ventures (i) is in compliance in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any other U.S. or foreign anti-corruption or anti-bribery laws and (ii) has not, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the Company, oral noticeany other Person acting for or on behalf of any Company Entity, has, in relation to any Company Entity, violated any Anti-Corruption Law in any material respect.
(b) by Each Company Entity has maintained and currently maintains accurate books and records and maintains policies and procedures reasonably designed to ensure compliance in all material respects with Anti-Corruption Laws. There have been no false or fictitious entries made in the books and records of a Governmental Company Entity of, relating to any violation by the Company secret or unrecorded fund or any unlawful payment, gift or other thing of its Subsidiaries of the Foreign Corrupt Practices Act of 1977value, as amendedand no Company Entity has established or maintained a secret or unrecorded fund.
(c) No Company Entity, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures nor, to the Knowledge of the Company, any officerof their respective directors, directorofficers or employees, agent or employee acting on behalf of the Company or any of its Subsidiaries or joint ventures has (A) paid or given, offered or promised to pay or give, or authorized or ratified the payment or giving, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or employee or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person or of the Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result in a material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of the Company or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.
(b) Since October 1, 2018, (i) none of the Company or any Subsidiary of the Company noror, to the Knowledge of the Company, any other Person acting for or on behalf of any Company Entity, is a non-U.S. Government Official.
(d) Since the Lookback Date, no Company Entity nor any director, officerofficer or employee of any Company Entity or, employee, auditor, accountant or representative of to the Company or any Subsidiary Knowledge of the Company, has received any other Person acting for or otherwise had or obtained Knowledge on behalf of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods Company Entity: (i) is named as a “specially designated national” on the most current list published by the Office of Foreign Assets Control of the Company or any Subsidiary of the Company or any material complaintU.S. Treasury Department (“OFAC”), allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing has been or is currently subject to any sanctions administered by OFAC, the Company U.S. Department of State, the United Nations Security Council or the European Union, or (iii) has engaged or is currently engaging in any Subsidiary business or other dealings with, in, involving or relating to (A) any country subject to a comprehensive embargo under the sanctions administered by OFAC, the U.S. Department of State, the CompanyUnited Nations Security Council or the European Union or (B) any Person subject to sanctions administered by OFAC, whether the U.S. Department of State, the United Nations Security Council or not employed by the Company European Union, in either case of (A) or any Subsidiary of the Company(B), has reported evidence of a in material violation of securities lawsany applicable sanctions.
(e) Each Company Entity has, breach of fiduciary duty or similar violation since the Lookback Date, conducted its import, export and reexport transactions in accordance in all material respects with all applicable import, export and reexport Laws administered by U.S. Customs and Border Protection, the CompanyExport Administration Regulations and the statutes, any Subsidiary of the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof, or to the General Counsel or Chief Executive Officer of the CompanyOrders and regulations administered by OFAC.
Appears in 1 contract
Samples: Merger Agreement (Charles River Laboratories International, Inc.)
Certain Business Practices. (a) Each None of the Company and its Subsidiaries and joint ventures and, to the Knowledge Buyer Entities or any of the Company, their respective officers, directorsdirectors or employees or to Buyer’s Knowledge, agents the Buyer Entities’ respective Representatives acting on their behalf, have directly or employeesindirectly made or authorized any offer, gift, payment, or transfer, or promise of, any money or anything else of value, or provided any benefit, to any Person, (i) for the purpose of (A) influencing any act or decision of that Person, (B) inducing that Person to omit to do any act in violation of any duty under Law, (C) securing any improper advantage, or (D) inducing that Person to use his or her influence with a Governmental Entity or public international organization, (1) to affect or influence any act or decision of any Governmental Entity or public international organization, or (2) to assist the Buyer Entities in obtaining or retaining business, or directing business to any Person, whether or not lawful, or (ii) which would otherwise constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage.
(b) The Buyer is familiar with the FCPA, and the Buyer Entities and, to Buyer’s Knowledge, each case, of their respective Representatives acting on behalf of the Company or its current or former Subsidiaries or joint ventures (i) is any Buyer Entity, are in full compliance in all material respects with the Foreign Corrupt Practices Act of 1977FCPA, as amended, the U.K. Bribery Act and any other U.S. or foreign antiapplicable Law of similar effect, including all Anti-corruption or anti-bribery laws Corruption Laws, and (ii) has not, to the Buyer’s Knowledge none of them have taken any action which would cause the Company, been investigated by Buyer Entities to be in violation of any Governmental Entity with respect to, Anti-Corruption Law.
(c) No portion of any assets transferred or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation payments paid by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures nor, to the Knowledge of the CompanyBuyer (or its designees) will be used to fund payments in connection with securing government approvals or as a payment, any officergift, director, agent or employee acting on behalf of the Company or any of its Subsidiaries or joint ventures has (A) paid or given, offered or promised promise to pay or give, or authorized or ratified authorization of the payment or giving, directly or indirectly, giving of any monies or anything of value to any nationalgovernment official, provincial, municipal or other government official or employee or any political party or official thereof or any candidate for foreign political office or Governmental Entity for the direct or indirect purpose purposes of (i) influencing any act or decision of such Person government official in his official capacity, (ii) inducing such government official to do or omit to do any act in violation of the Governmental Entity to obtain or retain businesslawful duty of such official, or direct business to (iii) securing any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result in a material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of the Company or any of its Subsidiariesadvantage; or (C) made inducing such official to use his influence with a government or instrumentality thereof to affect or influence any material fraudulent entry on the books act or records decision of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.
(bd) Since October 1The Buyer Entities have at all times complied with, 2018and are currently in compliance with, all applicable International Trade Laws.
(ie) none None of the Company or any Subsidiary of the Company norBuyer Entities, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective officers, directors, employees directors or agents to the Company Board or any committee thereofemployees, or to the General Counsel or Chief Executive Officer Buyer’s Knowledge, any of the CompanyBuyer Entities’ respective Representatives acting on their behalf, have been investigated for, or charged by any Governmental Entity with a material violation of any Anti-Corruption Laws or International Trade Laws, and there are not now, nor have there been in the past five (5) years, any claims, allegations, or inquiries pending or, to Buyer’s Knowledge, threatened against the Buyer Entities or any of their respective Representatives acting on behalf of the Buyer Entities concerning violations of any Anti-Corruption Laws or International Trade Laws.
(f) The Buyer Entities maintain a system of internal accounting controls designed to provide reasonable assurances that: (i) transactions are executed and access to assets is permitted only in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements and to maintain accountability for assets; and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(g) The term “Representatives,” as used in this Section 3.18 shall be deemed to include any distributor of Buyer Product in the Buyer Business.
Appears in 1 contract
Certain Business Practices. (a) Each of The Company, the Company and its Subsidiaries and joint ventures other Group Companies and, to the Knowledge of the CompanyBioceres, their respective directors, officers, directors, agents or employees, consultants, sales representatives, distributors and agents have complied at all times since January 1, 2016, and are in each casecompliance, acting on behalf of the Company or its current or former Subsidiaries or joint ventures with (i) is in compliance in all material respects with the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (15 U.S.C. § 78dd1, the U.K. Bribery Act and any other U.S. or foreign anti-corruption or anti-bribery laws et seq.) (“FCPA”), and (ii) has notthe provisions of all anti-bribery, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or and anti-bribery lawsmoney laundering Laws of each jurisdiction in which the Group Companies operate or have operated and in which any agent thereof is conducting or has conducted business involving any Group Company. Neither None of the Company nor any of its Subsidiaries or joint ventures Group Companies nor, to the Knowledge of the CompanyBioceres, any officerof their respective directors, directorofficers, agent or employee acting on behalf of the Company or any of its Subsidiaries or joint ventures has (A) paid or givenemployees and agents have paid, offered or promised to pay or givepay, or authorized or ratified the payment or givingpayment, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or employee Government Official or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person official or of the any Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage thatadvantage, in each case, has or would reasonably be likely to result case in a material violation of Applicable Law; (B) established or maintained in any material unlawful fund of monies or other assets respect of the Company FCPA and any Laws described in clause (ii) of the immediately preceding sentence. As used in this Agreement, the term “Government Official” means any official, officer, employee, or representative of, or any of its Subsidiaries; Person acting in an official capacity for or (C) made on behalf of, any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provisionGovernmental Entity, an “official or employee” and includes any known official or employee of any entity directly or indirectly government-owned or controlled entityby any Governmental Entity, and any known officer or employee of a public international organization, as well as any person known to be Person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentalityGovernmental Entity, or for or on behalf of any such public international organization.
. The Group Companies (bx) Since October 1have instituted policies and procedures reasonably designed to ensure compliance with the FCPA and other anti-bribery, 2018, (i) none of anti-corruption and anti-money laundering Laws in each jurisdiction in which the Company or any Subsidiary of the Company nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, Group Companies operates and (iiy) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof, or to the General Counsel or Chief Executive Officer of the Companyhave maintained such policies and procedures in force.
Appears in 1 contract
Certain Business Practices. (ai) Each of the Company and its Subsidiaries and joint ventures Since May 28, 2014 and, to the Knowledge of the Company, their respective officerssince January 1, directors2013, agents or employees, in each case, acting on behalf (x) none of the Company or its current or former Subsidiaries or joint ventures (i) is in compliance in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any other U.S. or foreign anti-corruption or anti-bribery laws and (ii) has not, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation by the Company or any of its Subsidiaries has violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended, the U.S. Travel Act, the U.K. Bribery ActXxxxxxx Xxx 0000, or any other U.S. applicable anticorruption Laws, regulations or foreign anti-corruption or anti-bribery laws. Neither conventions to which the Company nor or any of its Subsidiaries is subject, including all laws enacted to implement the United Nations Convention Against Corruption (collectively, “Anticorruption Laws”), and (y) none of the Company or joint ventures norany of its Subsidiaries or, to the Knowledge of the Company, any officerof their respective directors, directorofficers, agent employees, representatives, distributors, consultants or employee agents acting directly for or on behalf of the Company or any of its Subsidiaries has, in the course of his, her or joint ventures has (A) paid or given, offered or promised to pay or giveits actions for, or on behalf of, the Company or its Subsidiaries, (1) made, offered, promised or authorized any illegal contributions, gifts, entertainment or ratified the payment payments of other expenses or givingany other thing of value, in each case from corporate funds, related to political activity, (2) made, offered, promised or authorized, directly or indirectly, the giving of any monies or anything of value value, to any national, provincial, municipal foreign or other domestic government official or employee to any foreign or any domestic political party or candidate for political office or Governmental Entity campaign (collectively, “Government Officials”) for the direct or indirect purpose of (A) influencing any act or decision of such Person or of the Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result in their capacity as a material violation of Applicable LawGovernment Official; (B) established inducing a Government Official to do or maintained omit to do any material unlawful fund act in violation of monies his or other assets of the Company her lawful duties; (C) securing any undue or any of its Subsidiariesimproper advantage; or (CD) made inducing a Government Official to influence or affect any material fraudulent entry on the books act or records of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee decision of any directly other Government Official or indirectly government-owned Governmental Entity, (3) made, offered, promised, authorized, solicited, accepted or controlled entityreceived anything of value to or from a customer or an officer, and any known officer director or employee of a public international organizationcustomer or vendor to secure any improper or undue advantage, as well as in each case with respect to clauses (1) through (3) in a manner that violated in any person known material respect any Anticorruption Laws.
(ii) None of the Company’s directors, officers or employees, or, to be the Knowledge of the Company, representatives, distributors, consultants or agents acting in an official capacity directly for or on behalf of any such government the Company is currently a Denied Party or departmentis located, agencyorganized or resident in Iran, Cuba, Syria, Sudan or instrumentality, or for or on behalf of any such public international organizationNorth Korea.
(biii) Since October At no time since May 28, 2014 and, to the Knowledge of the Company, since January 1, 20182013, (i) none has the Company, any of the Company or any Subsidiary of the Company norits Subsidiaries, or, to the Knowledge of the Company, any directorof their directors, officerofficers, employeeemployees, auditorrepresentatives, accountant distributors, consultants or representative agents acting directly for or on their behalf violated Sanctions Laws and Regulations.
(iv) At no time since May 28, 2014 and, to the Knowledge of the Company, since January 1, 2013, has the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their directors, officers, employees, representatives, distributors, consultants or agents knowingly engaged in any dealings or transactions with any person, or in any country or territory, that is a Denied Party, nor is the Company or any Subsidiary its Subsidiaries currently engaged in any such activities.
(v) Since May 28, 2014 and, to the Knowledge of the Company, has received or otherwise had or obtained Knowledge of any material complaintsince January 1, allegation2013, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods the operations of the Company or any Subsidiary and its Subsidiaries have been conducted at all times in compliance, in all material respects, with the applicable financial recordkeeping and reporting requirements of the Company or any material complaintU.S. Currency and Foreign Transaction Reporting Act of 1970, allegationas amended, assertion or claim from employees the U.S. Money Laundering Control Act of 1986, as amended, the U.K. Proceeds of Crime Act, and all similar money laundering-related laws of other jurisdictions where the Company and its Subsidiaries conduct business or own assets, and any Subsidiary of related or similar Law issued, administered or enforced by any Governmental Entity (collectively, the Company regarding questionable accounting or auditing matters with respect “Money Laundering Laws”).
(vi) Since May 28, 2014 and, to the Company or any Subsidiary Knowledge of the Company, since January 1, 2013, the Company and its Subsidiaries have maintained (A) in all material respects, complete and accurate books and records, including records of payments to any agents, distributors, consultants, representatives, third parties and Government Officials in accordance with generally accepted accounting principles and (iiB) no attorney representing adequate internal financial controls and policies and procedures designed to prevent violations of the Company applicable Anticorruption Laws, Money Laundering Laws, or any Subsidiary Sanctions Laws and Regulations.
(vii) Since May 28, 2014 and, to the Knowledge of the Company, whether or not employed by the Company or any Subsidiary of the Companysince January 1, has reported evidence of a material violation of securities laws2013, breach of fiduciary duty or similar violation by the Company, any Subsidiary none of the Company or nor any of their respective officersits Subsidiaries has conducted or initiated any internal investigation or made a voluntary, directors, employees or agents to the Company Board or any committee thereofdirected, or involuntary disclosure to any Governmental Entity or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with the General Counsel applicable Anticorruption Laws, Money Laundering Laws, or Chief Executive Officer of the CompanySanctions Laws and Regulations.
Appears in 1 contract
Samples: Implementation Agreement (SunEdison Semiconductor LTD)
Certain Business Practices. (a) Each of the Company and its Subsidiaries Affiliates is, and joint ventures and, to the Knowledge of the Company, their respective officers, directors, agents or employeesat all times has been, in each casecompliance with all applicable domestic and international anti-bribery laws, acting on behalf of rules, and regulations, including the Company or its current or former Subsidiaries or joint ventures (i) is in compliance in all material respects with the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any all other U.S. or foreign applicable anti-bribery and anti-corruption or antilaws of those jurisdictions in which it does business (collectively, “Anti-bribery laws and (ii) has not, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery lawsCorruption Laws”). Neither the Company nor any of its Subsidiaries Affiliates nor any of their respective directors, managers, officers, employees, stockholders, members or joint ventures noragents or, to the Knowledge of the CompanySellers’ Knowledge, any officerother Persons acting or purporting to act on their behalf, directorhas:
(i) offered, agent or employee acting on behalf of the Company or any of its Subsidiaries or joint ventures has (A) paid or promised, paid, given, offered or promised to pay or give, or authorized or ratified approved the payment or givinggiving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any monies or anything of value to any nationalemployee, provincialofficial, municipal representative, or other person acting on behalf of any government official or employee department, agency or instrumentality thereof (including any public college or university, and any commercial entity owned or controlled by a government), or of any public international organization, or any political party or official thereof, or candidate for political office or Governmental Entity (collectively, “Government Officials”), for the direct or indirect purpose of of: (x) influencing any act or decision of such Person Government Official in his, her, or its official capacity; or (y) inducing such Government Official to do, or omit to do, an act in violation of the Governmental Entity to obtain or retain businesslawful duty of such Government Official, or direct business (z) securing any improper advantage; or
(ii) acted or attempted to act in any person or to secure any other improper benefit or advantage that, in each case, has or manner which would reasonably be likely to result in a material violation of Applicable Law; (B) established or maintained any material unlawful fund of monies or other assets of subject the Company or any of its Subsidiaries; Affiliates to liability under any Anti-Corruption Law.
(b) There are, and have been, no allegations, investigations, inquiries, actions or (C) made proceedings with regard to a potential violation of any material fraudulent entry on the books or records of Anti-Corruption Law by the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.
(b) Since October 1, 2018, (i) none of the Company or any Subsidiary of the Company nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company Affiliates or any of their respective current or former directors, managers, officers, directorsemployees, employees stockholders, members or agents agents, or, to the Sellers’ Knowledge, other Persons acting or purporting to act on their behalf.
(c) The Company Board has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business.
(d) Without limiting the foregoing:
(i) the Company has obtained all export licenses, registrations, approvals and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
(ii) the Company is and at all times has been in compliance with the terms of such applicable export licenses, registrations, approvals and other authorizations;
(iii) the Company has not received any written communication alleging that it is not or any committee thereofmay not be in compliance with, or has, or may have any, Liability under, any such applicable export licenses, registrations, approvals and other authorizations;
(iv) there are no pending or, to the General Counsel Sellers’ Knowledge, threatened Proceedings against or Chief Executive Officer involving the Company with respect to such export licenses, registrations, approvals and other authorizations;
(v) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Entity; and
(vi) the Company is not subject to United States trade sanctions and has not participated directly or indirectly in any transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions (currently Cuba, Iran, North Korea, Sudan, and Syria), or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the CompanyUnited States.
Appears in 1 contract
Certain Business Practices. (a) Each Neither Parent nor any of the Company and its Subsidiaries and joint ventures and, nor (to the Knowledge of the CompanyParent) any director, their respective officersofficer, directorsagent, agents employee, representative, consultant or employees, in each case, other persons associated with or acting for or on behalf of the Company or its current or former Subsidiaries or joint ventures (i) is in compliance in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any other U.S. or foreign anti-corruption or anti-bribery laws and (ii) has not, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, or been given written notice (or, to the Knowledge of the Company, oral notice) by a Governmental Entity of, any violation by the Company Parent or any of its Subsidiaries has, directly or indirectly, in connection with their respective businesses (i) used any funds for unlawful contributions, gifts, entertainment or other expenses relating to political activity or for the business of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign anti-corruption or anti-bribery laws. Neither the Company nor any of its Subsidiaries or joint ventures nor, to the Knowledge of the Company, any officer, director, agent or employee acting on behalf of the Company Parent or any of its Subsidiaries Subsidiaries, (ii) made any unlawful payment or joint ventures has offered anything of value to non-U.S. or domestic government officials or employees or to non-U.S. or domestic political parties or campaigns, (Aiii) paid or offered, paid, given, offered or promised to pay or give, or authorized or ratified the payment or givinggift of anything of value, directly or indirectly, of any monies or anything of value to any nationalpublic official, provincial, municipal or other government official or employee or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose purposes of (A) influencing any act or decision of such Person any public official in his or of the Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage that, in each case, has or would reasonably be likely to result in a material violation of Applicable Lawher official capacity; (B) established inducing such public official to do or maintained omit to do any material act in violation of his or her lawful duty; or (C) securing any improper advantage, (iv) made any other unlawful fund payment, or (v) violated any applicable export control, money laundering or anti-terrorism or anti-bribery Law or regulation, nor have any of monies them otherwise taken any action which would cause Parent or other assets any of its Subsidiaries to be in violation of any provision of the Company FCPA, or any applicable Law of similar effect. To Parent’s Knowledge, there are no pending issues with respect to violation of any applicable anticorruption Law, including the FCPA, relating to Parent or any of its Subsidiaries; or (C) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.
(b) Since October 1None of Parent or its Subsidiaries or, 2018, (i) none of the Company or any Subsidiary of the Company nor, nor to the Knowledge of the CompanyParent, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary of the Company or any of their respective directors, officers, directors, employees or agents to (i) is a person with whom transactions are prohibited or limited under any economic sanctions Laws, including those administered by the Company Board Office of Foreign Assets Control of the United States Department of the Treasury, the European Union, the United Kingdom or the United Nations Security Council; or (ii) since the Parent Emergence Date has done business in or with Cuba, Iran, Sudan, or Syria, or any committee thereof, or to Person that is the General Counsel or Chief Executive Officer target of the CompanyU.S. sanctions.
Appears in 1 contract
