Corrupt Practices Legislation Clause Samples
The Corrupt Practices Legislation clause defines the parties' obligations to comply with laws prohibiting bribery, corruption, and other unethical conduct in business dealings. Typically, this clause requires all parties to adhere to relevant anti-corruption statutes, such as the U.S. Foreign Corrupt Practices Act or the UK Bribery Act, and may obligate them to implement internal controls or report any suspected violations. Its core function is to ensure legal compliance and ethical conduct, thereby reducing the risk of legal penalties and reputational harm arising from corrupt activities.
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Corrupt Practices Legislation. (i) Neither Pan American nor any of its subsidiaries, nor, to Pan American’s knowledge, any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf of Pan American or any of its subsidiaries has offered or given, and Pan American is not aware of or does not have any knowledge of any person that has offered or given on its behalf, anything of value to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, any customer or member of any Governmental Entity, or any other person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, for the purpose of any of the following:
(A) influencing any action or decision of such person, in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage for Pan American or any of its subsidiaries in the course of business;
(B) inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist Pan American or any of its subsidiaries in obtaining or retaining business for, with, or directing business to, any person or otherwise to obtain or retain an advantage in the course of business; or
(C) where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment to assist Pan American or the subsidiary in obtaining or retaining business for, with, or directing business to, any person.
(ii) There have been no actions taken by Pan American, any of its subsidiaries or, to the knowledge of Pan American, by any persons on behalf of Pan American or any of its subsidiaries, that would cause Pan American or its subsidiaries or such persons to be in violation of the Corruption Acts or any similar legislation in any jurisdiction in which Pan American or any of its subsidiaries conduct their business and to which Pan American or any of its subsidiaries may be subject.
(iii) The financial records of Pan American and its subsidiaries have at all times been maintained in compliance with the Corruption Acts.
(iv) There are no proceedings or investigations under the Corruption Acts or any similar legislation in any jurisdiction in which Pan American and its subsidiaries conduct their business...
Corrupt Practices Legislation. Neither Northgate, any of the Northgate Subsidiaries and affiliates, nor, to the knowledge of Northgate, any of their respective officers, directors or employees acting on behalf of Northgate or any of the Northgate Subsidiaries or affiliates has taken, committed to take or been alleged to have taken any action which would cause Northgate or any of the Northgate Subsidiaries or affiliates to be in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (and the regulations promulgated thereunder), the Corruption of Foreign Public Officials Act (Canada) (and the regulations promulgated thereunder) or any applicable Laws of similar effect of any other jurisdiction, and to the knowledge of Northgate no such action has been taken by any of its agents, representatives or other Persons acting on behalf of Northgate or any of the Northgate Subsidiaries or affiliates.
Corrupt Practices Legislation. To the knowledge of RWB, neither RWB nor its subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents acting on behalf of RWB or any of its Subsidiaries or affiliates, has (i) violated any anti-bribery or anti-corruption laws applicable to RWB or any subsidiary, including but not limited to Canada’s Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any government official, whether directly or through any other Person, for the purpose of influencing any act or decision of a government official in his or her official capacity; inducing a government official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a government official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of RWB or any subsidiary or affiliate in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither RWB nor its subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents, has (i) conducted or initiated any review, audit, or internal investigation that concluded RWB or its subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti- corruption laws, in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.
Corrupt Practices Legislation. The Company and its Subsidiaries have been and are in full compliance with Anti-Corruption Laws and have implemented and maintain policies, procedures and controls designed to ensure compliance by them and their directors, officers, agents, employees and any others acting on their behalf, including measures for the detection, prevention and reporting of violations. In connection with this Agreement, neither the Company nor its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries, directly or indirectly, has (prior to or upon entering this Agreement), given, made, offered or received, or will (until completion or termination of this Agreement, as applicable) give, make, offer or receive anything of value, including any payment (including a facilitation payment), gift, contribution, expenditure or other actual or perceived advantage (i) in violation of any applicable Law, including any Anti-Corruption Law; or (ii) to a Public Official with the intention of: (A) improperly influencing any act, omission or decision of a Public Official; (B) inducing a Public Official to do or omit to do any act in violation of his lawful duty; or (C) securing any improper or unlawful advantage, in each case in order to obtain or retain business or obtain any business advantage (such as, for example, securing any concession, permit, authorization, contract, or other agreement with any party, including any Indigenous peoples). Neither the Company nor any of its Subsidiaries are, have been, or are reasonably expected to become the subject of or a party to any proceeding, claim, action, or investigation, including internal investigation, related to any Anti-Corruption Laws and there are no circumstances likely to lead or give rise to any such proceeding, claim, action or investigation. For the purposes of this Section 3.1(bb), “Public Official” includes any (a) officer, employee, or agent employed by, representing or acting on behalf of a (i) Governmental Entity or public international organisation or any department, agency or instrumentality thereof, (ii) legislative, administrative or judicial office, or (iii) government owned or controlled enterprise; (b) political party or party official, or any candidate for any political office; (c) individual who holds or performs the duties of an appointment, office or position created by custom or convention, including (as appli...
Corrupt Practices Legislation. (i) To the knowledge of KML, neither it nor any of its Subsidiaries has, directly or indirectly, (A) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Entity of any jurisdiction or any official of any public international organization or (B) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder;
(ii) during the periods of the KML Financial Statements, the operations of KML and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). To the knowledge of KML, no action, suit or proceeding by or before any court or Governmental Entity or body or any arbitrator involving KML or any of its Subsidiaries with respect to the Money Laundering Laws is pending or threatened; and
(iii) neither KML nor any of its Subsidiaries nor, to the knowledge of KML, any director, officer, agent, employee or affiliate of KML or any of its Subsidiaries has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department imposed upon such Person; and neither KML nor any of its Subsidiaries is in violation of any of the economic sanctions of the United States administered by OFAC or any Law or executive order relating thereto.
Corrupt Practices Legislation. (i) Neither MAG nor any of the MAG Subsidiaries, nor, to the knowledge of MAG, any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf of MAG or any of the MAG Subsidiaries has offered or given, and MAG is not aware of or does not have any knowledge of any person that has offered or given on its behalf, anything of value to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, any customer or member of any Governmental Entity, or any other person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, for the purpose of any of the following:
(A) influencing any action or decision of such person, in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage for MAG or any of the MAG Subsidiaries in the course of business;
(B) inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist MAG or any of the MAG Subsidiaries in obtaining or retaining business for, with, or directing business to, any person or otherwise to obtain or retain an advantage in the course of business; or
(C) where such payment would constitute a bribe, payoff, influence payment, kickback or illegal or improper payment to assist MAG or the MAG Subsidiary in obtaining or retaining business for, with, or directing business to, any person.
(ii) There have been no actions taken by MAG, any of the MAG Subsidiaries or, to the knowledge of MAG, by any persons on behalf of MAG or any of the MAG Subsidiaries, that would cause MAG or the MAG Subsidiaries or such persons to be in violation of the Corruption of Foreign Public Officials Act (Canada) or the Foreign Corrupt Practices Act of 1977 (United States) or any similar legislation in any jurisdiction in which MAG or any of the MAG Subsidiaries conduct their business and to which MAG or any of the MAG Subsidiaries may be subject (collectively, the “Corruption Acts”).
(iii) The financial records of MAG and the MAG Subsidiaries have at all times been maintained in compliance with the Corruption Acts.
(iv) There are no proceedings or investigations under the Corruption Acts, Sanctions Laws, or any similar legislation in any jurisdictio...
Corrupt Practices Legislation. Neither the Company nor any of its officers, directors or employees acting on behalf of the Company, has taken, committed to take or been alleged to have taken any action which would cause the Company to be in violation of the Corruption of Foreign Public Officials Act or any law of similar effect of any other jurisdiction, and to the knowledge of the Company, no such action has been taken by any of its agents, representatives or other Persons acting on behalf of the Company.
Corrupt Practices Legislation. Neither the Company or its Subsidiaries, nor any of their respective officers, directors or employees acting on behalf of any of them, has taken, committed to take or been alleged to have taken any action which would cause the Company or any of its Subsidiaries to be in violation of the Corruption of Foreign Public Officials Act (Canada) (and the regulations promulgated thereunder) or any Law of similar effect of any other jurisdiction, and to the knowledge of the Company no such action has been taken by any of its agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries.
Corrupt Practices Legislation. Neither Primero, any of the Primero Subsidiaries and affiliates, nor, to the knowledge of Primero, any of their respective officers, directors or employees acting on behalf of Primero or any of the Primero Subsidiaries or affiliates has taken, committed to take or been alleged to have taken any action which would cause Primero or any of the Primero Subsidiaries or affiliates to be in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (and the regulations promulgated thereunder), the Corruption of Foreign Public Officials Act (Canada) (and the regulations promulgated thereunder) or any applicable Laws of similar effect of Mexico or any other jurisdiction, and to the knowledge of Primero no such action has been taken by any of its agents, representatives or other Persons acting on behalf of Primero or any of the Primero Subsidiaries or affiliates.
Corrupt Practices Legislation. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would constitute a violation by such persons of the Corruption of Foreign Public Officials Act (Canada) or the Foreign Corrupt Practices Act of 1977 (United States) (collectively, the “Corruption Acts”) or any similar legislation in any jurisdiction in which the Company or its Subsidiaries conduct their business and to which the Company or its Subsidiaries may be subject.