Common use of COMPLIANCE WITH THE FCPA Clause in Contracts

COMPLIANCE WITH THE FCPA. It is the policy of Licensor to comply and require that its licensees comply with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2, and all other applicable anti-corruption laws (collectively, "FCPA"). Licensee represents, warrants and covenants that: (i) Licensee is aware of the FCPA and will advise all persons and parties supervised by it of the requirements of the FCPA; (ii) Licensee has not and will not, and to its knowledge, no one acting on its behalf has taken or will take any action, directly or indirectly, in violation of the FCPA; (iii) Licensee has not in the last 5 years been accused of taking any action in violation of the FCPA; (iv) Licensee has not and will not cause any party to be in violation of the FCPA; (v) should Licensee learn of, or have reason to know of, any request for payment that is inconsistent with the FCPA, Licensee shall immediately notify Licensor; and (vi) Licensee is not a "foreign official" as defined under the U.S. Foreign Corrupt Practices Act, does not represent a foreign official, and will not share any fees or other benefits of this contract with a foreign official. Licensee will indemnify, defend and hold harmless Licensor and its Representatives for any and all liability arising from any violation of the FCPA caused or facilitated by Licensee. In the event Licensor deems that it has reasonable grounds to suspect Licensee has violated the FCPA, Licensor and its Representatives shall have the right to review and audit, at Licensor's expense, any and all books and financial records of Licensee at any time, and Licensor shall be entitled partially or totally to suspend its performance hereunder until such time it is proven to Licensor's satisfaction that Licensee has not violated the FCPA. In the event Licensor determines, in its sole discretion (whether through an audit or otherwise), that Licensee has violated the FCPA, either in connection with this Agreement or otherwise, Licensor may terminate this Agreement immediately upon written notice to Licensee. Such suspension or termination of this Agreement shall not subject Licensor to any liability, whether in contract or tort or otherwise, to Licensee or any third party, and Licensor's rights to indemnification or audit with respect to the FCPA shall survive such suspension or termination of this Agreement.

COMPLIANCE WITH THE FCPA. It is the policy of Licensor to comply and require that its licensees comply with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2, and all other applicable anti-corruption laws (collectively, "FCPA"). Licensee represents, warrants and covenants that, in connection with the transactions and activities contemplated by this agreement and the business and operations of the Licensed Service: (i) Licensee is aware of the FCPA and will advise all persons and parties supervised by it of the requirements of the FCPA; (ii) Licensee has not and will not, and to its best knowledge, no one acting on its behalf has taken or will take any action, directly or indirectly, in violation of the FCPA; (iii) Licensee has not in the last 5 years been accused of taking any action in violation of the FCPA; (iv) Licensee has not and will not cause any party to be in violation of the FCPA; (v) should Licensee learn of, or have reason to know of, any request for payment that is inconsistent with the FCPA, Licensee shall immediately notify Licensor; and (vi) Licensee is not a "foreign official" as defined under the U.S. Foreign Corrupt Practices Act, does not represent a foreign official, and will not share any fees or other benefits of this contract with a foreign official. Licensee will indemnify, defend and hold harmless Licensor and its Representatives for any and all liability arising from any violation of the FCPA caused or facilitated by Licensee. In the event Licensor deems that it has reasonable grounds to suspect Licensee has violated the FCPA, Licensor and its Representatives shall have the right to review and audit, at Licensor's expense, any and all books and financial records of Licensee at any time, and Licensor shall be entitled partially or totally to suspend its performance hereunder until such time it is proven to Licensor's satisfaction that Licensee has not violated the FCPA. In the event Licensor determines, in its sole discretion (whether through an audit or otherwise), that Licensee has violated the FCPA, either in connection with this Agreement or otherwise, Licensor may terminate this Agreement immediately upon written notice to Licensee. Such suspension or termination of this Agreement shall not subject Licensor to any liability, whether in contract or tort or otherwise, to Licensee or any third party, and Licensor's rights to indemnification or audit with respect to the FCPA shall survive such suspension or termination of this Agreement.

COMPLIANCE WITH THE FCPA. It is the policy of Licensor to comply and require that its licensees comply with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2, and all other applicable anti-corruption laws (collectively, "FCPA"). Licensee represents, warrants and covenants that: (i) Licensee is aware of the FCPA and will advise all persons and parties supervised by it of the requirements of the FCPA; [SB: to legal: can we send a copy of the relevant clause in the act?] (ii) Licensee has not and will not, and to its knowledge, no one acting on its behalf has taken or will take any action, directly or indirectly, in violation of the FCPA; (iii) Licensee has not in the last 5 years been accused of taking any action in violation of the FCPA; (iv) Licensee has not and will not cause any party to be in violation of the FCPA; (v) should Licensee learn of, or have reason to know of, any request for payment that is inconsistent with the FCPA, Licensee shall immediately notify Licensor; and (vi) Licensee is not a "foreign official" as defined under the U.S. Foreign Corrupt Practices Act, does not represent a foreign official, and will not share any fees or other benefits of this contract with a foreign official. Licensee will indemnify, defend and hold harmless Licensor and its Representatives for any and all liability arising from any violation of the FCPA caused or facilitated by Licensee. In the event Licensor deems that it has reasonable grounds to suspect Licensee has violated the FCPA, Licensor and its Representatives shall have the right to review and audit, at Licensor's expense, any and all books and financial records of Licensee at any time, and Licensor shall be entitled partially or totally to suspend its performance hereunder until such time it is proven to Licensor's satisfaction that Licensee has not violated the FCPA. In the event Licensor determines, in its sole discretion (whether through an audit or otherwise), that Licensee has violated the FCPA, either in connection with this Agreement or otherwise, Licensor may terminate this Agreement immediately upon written notice to Licensee. Such suspension or termination of this Agreement shall not subject Licensor to any liability, whether in contract or tort or otherwise, to Licensee or any third party, and Licensor's rights to indemnification or audit with respect to the FCPA shall survive such suspension or termination of this Agreement.

COMPLIANCE WITH THE FCPA. It is the policy of Licensor to comply and require that its licensees comply with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2, and all other applicable anti-corruption laws (collectively, "FCPA"). Licensee represents, warrants and covenants that, in connection with the transactions and activities contemplated by this agreement and the business and operations of the Licensed Service: (i) Licensee is aware of the FCPA and will advise all persons and parties supervised by it of the requirements of the FCPA; (ii) Licensee has not and will not, and to its best knowledge, no one acting on its behalf has taken or will take any action, directly or indirectly, in violation of the FCPA; (iii) Licensee has not in the last 5 years been accused of taking any action in violation of the FCPA; (iv) Licensee has not and will not cause any party to be in violation of the FCPA; (v) should Licensee learn of, or have reason to know of, any request for payment that is inconsistent with the FCPA, Licensee shall immediately notify Licensor; and (vi) Licensee is not a "foreign official" as defined under the U.S. Foreign Corrupt Practices Act, does not represent a foreign official, and will not share any fees or other benefits of this contract with a foreign official. Licensee will indemnify, defend and hold harmless Licensor and its Representatives for any and all liability arising from any violation of the FCPA caused or facilitated by Licensee. In the event Licensor deems that it has reasonable grounds to suspect Licensee has violated the FCPA, Licensor and its Representatives shall have the right to review and audit, at Licensor's expense, any and all books and financial records of Licensee at any time, and Licensor shall be entitled partially or totally to suspend its performance hereunder until such time it is proven to Licensor's satisfaction that Licensee has not violated the FCPA. In the event Licensor determines, in its sole discretion (whether through an audit or otherwise)discretion, that Licensee has violated the FCPA, either in connection with this Agreement or otherwise, Licensor may terminate this Agreement immediately upon written notice to Licensee. Such suspension or termination of this Agreement shall not subject Licensor to any liability, whether in contract or tort or otherwise, to Licensee or any third party, and Licensor's rights to indemnification or audit with respect to the FCPA shall survive such suspension or termination of this Agreement.