Corruption and Trade Regulation. (i) To Seller’s Knowledge, neither the Acquired Company nor any of its Subsidiaries, nor any of their respective directors, officers, employees, consultants, agents or other representatives (nor any Person acting on behalf of any of the foregoing) has directly, or indirectly through a third-party intermediary, paid, offered, given, promised to pay, or authorized the payment of any money or anything of value to (i) any officer or employee of a Governmental Authority, (ii) any Person acting for or on behalf of any Governmental Authority, (iii) any political party or official thereof, (iv) any candidate for political office or (v) any other Person at the suggestion, request, direction or for the benefit of any of the above-described Persons which in each case of (i) through (v) qualifies under the relevant applicable Law as a criminal act.
(ii) To the Seller’s Knowledge, (i) all exports, re-exports, sales or transfers of products or services of the Acquired Company and its Subsidiaries have been effected in accordance with all applicable laws, including anti-corruption, customs, export control, trade sanctions, anti-terrorism and anti-boycott laws, and (ii) all products shipped by the Acquired Company and its Subsidiaries have been accurately marked, labeled and transported in all material respects in accordance with applicable Laws.
(iii) Neither the Acquired Companies nor any of its Subsidiaries has conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Authority with respect to any alleged act or omission leading to a non-compliance with any applicable export or import laws or the FCPA or any other applicable Law of similar effect and no Governmental Authority has officially initiated, or threatened in writing to initiate, a proceeding against the Acquired Company, or any of its Subsidiaries, directors and officers, asserting that the Acquired Company, or any of their Subsidiaries is not in compliance with any export or import laws or the FCPA or any other applicable Law of similar effect.
Corruption and Trade Regulation. (a) Neither the Transferred Entities nor, to the Knowledge of Seller, any Person acting on behalf of the Seller Parties in respect of the Business or Transferred Entities has at any time in the past twelve (12) months:
(i) violated, or engaged in any activity, practice or conduct which would violate any applicable anti-corruption Laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the U.K. Bribery Act 2010 (collectively “Anti-Corruption Laws”);
(ii) paid, offered, given, promised to pay, or authorized the unlawful payment of, any money or anything of value to, or for the benefit of, any “foreign public official” (as such term is defined in Anti-Corruption Laws) or other Person, for the purpose of (A) corruptly obtaining business; or (B) inducing the recipient to use his or her influence or position to affect any act or decision, in order to obtain or retain business for, direct business to, or secure an improper advantage for, any Seller Parties, Transferred Entities or the Business; or
(iii) been or is currently the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement Action related to Anti-Corruption Laws.
(b) The Seller Parties in respect of the Business and Transferred Entities have implemented policies and procedures intended to promote compliance with International Trade Laws, including, but not limited to, the U.S. and the European Union, and have obtained all material licenses or other authorizations from the relevant Government Authorities in connection with International Trade Laws.
(c) The Seller Parties in respect of the Business and the Transferred Entities and, to the Knowledge of Seller, any of their respective equityholders, directors, officers, employees, agents, distributors, sales representatives, and consultants, and each other Person acting for, or on behalf of, the Seller Parties in respect of the Business and Transferred Entities, have been for the past three (3) years, and currently are, in material compliance with applicable provisions of, and have not been and are not subject to, and have not engaged and are not engaging in activities that may cause them to be subject to, material penalties, sanctions, or loss of Tax benefits under the International Trade Laws or any applicable Law relating to international trade administered by a Government Authority in any jurisdiction in which the Seller Parties or the Transferred Entities operate for which the applicable s...
Corruption and Trade Regulation. (a) Neither any Investee Company, nor any of their respective officers, directors, employees, consultants, representatives, agents or Affiliates (nor any Person acting on behalf of any of the foregoing) has directly, or indirectly through a third-party intermediary, paid, offered, given, promised to pay, or authorized the payment of any money or anything of value (including any gift, sample, travel, meal and lodging expense, entertainment, service, equipment, debt forgiveness, donation, grant or other thing of value, however characterized) to (i) any officer or employee of a Governmental Authority, (ii) any Person acting for or on behalf of any Governmental Authority, (iii) any political party or official thereof, (iv) any candidate for political office or (v) any other Person at the suggestion, request, direction or for the benefit of any of the above-described Persons.
(b) Neither any Investee Company, nor any of their respective officers, directors, employees, consultants, representatives, agents or Affiliates has violated or is in violation of the Foreign Corrupt Practices Act of 1977 (the "FCPA") or any other applicable Law of similar effect, including Laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
(c) Each transaction of the Investee Companies has been properly and accurately recorded on the books and records of the Investee Companies and each document on which entries in the Investee Companies' books and records are based (including purchase orders, customer or company invoices and service agreements) is complete and accurate in all respects. The Investee Companies maintain a system of internal accounting controls, internal controls over financial reporting and disclosure controls and procedures adequate to ensure (i) that books, records and accounts accurately and fairly reflect, in reasonable detail, the transactions and dispositions of the Investee Companies' assets, (ii) that the integrity of their financial statements is maintained and (iii) that access to assets is permitted only in accordance with management's general or specific authorizations.
(d) Neither any Investee Company, nor any Person acting on behalf of any Investee Company, has, directly, or indirectly through a third-party intermediary, entered into any Contract that remains in effect and that contains provisions reflecting participation in or cooperation with the Arab League boycott of Israel.
(e) No ...
Corruption and Trade Regulation. (a) Neither the Seller nor the Company nor any of their respective Affiliates or Representatives (nor any Person acting on behalf of any of the foregoing) has at any time since January 1, 2021 directly, or indirectly through a third-party intermediary, corruptly paid, offered, given, promised to pay, or authorized the payment of any money or anything of value (including any gift, sample, travel, meal and lodging expense, entertainment, service, equipment, debt forgiveness, employment, donation, grant or other thing of value, however characterized) to any Government Official or any other Person at the suggestion, request, direction or for the benefit of a Government Official, in each case intending to improperly obtain or retain business, or an advantage in the conduct of business, for the Company or the Seller.
(b) Neither the Seller nor the Company nor any of their respective Affiliates or Representatives (nor any Person acting on behalf of any of the foregoing) has at any time since January 1, 2021, taken any corrupt action with respect to any Person, intending to improperly obtain or retain business, or an advantage in the conduct of business, for the Company that would have breached Section 4.25 if that person were a Government Official.
(c) Neither the Seller nor the Company nor any of their respective Affiliates or Representatives has violated or is in violation of (i) the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), (ii) the U.K. Bribery Act of 2010, (iii) any applicable Law promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed on December 17, 1997, and (iv) any other applicable Law of similar purpose and scope in any jurisdiction, including books and records offenses relating directly or indirectly to a bribe (together, the “Anti-Corruption Laws”).
(d) At all times since January 1, 2021, each transaction of the Company has been properly and accurately recorded in reasonable detail on the books and records of the Company and each document on which entries in the Company’s books and records are based (including purchase orders, customer or company invoices and service agreements and related financial records) is accurate and complete in all respects.
(e) The Company has not, nor has any of its Affiliates or Representatives, since January 1, 2021, (i) conducted an internal review or investigation related to potential or alleged violations of Anti-...
Corruption and Trade Regulation. (a) Except to the extent permitted by applicable Laws, neither any Acquired Company, nor any of their respective officers, directors, employees, consultants, representatives, agents or Affiliates (nor any Person acting on behalf of any of the foregoing) has directly, or indirectly through a third-party intermediary, paid, offered, given, promised to pay, or authorized the payment of any money or anything of value (including any gift, sample, travel, meal and lodging expense, entertainment, service, equipment, debt forgiveness, donation, grant or other thing of value, however characterized) to (i) any officer or employee of a Governmental Authority, (ii) any Person acting for or on behalf of any Governmental Authority, (iii) any political party or official thereof, (iv) any candidate for political office or (v) any other Person at the suggestion, request, direction or for the benefit of any of the above-described Persons.
(b) Neither any Acquired Company, nor any of their respective officers, directors, employees, consultants, representatives, agents or Affiliates has violated or is in violation of any applicable anti-bribery Law, including Laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (to the extent applicable).
(c) All transactions of the Acquired Companies have been properly and accurately recorded in all material respects on the books and records of the Acquired Companies and each document on which [***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission. entries in the Acquired Companies’ books and records are based (including purchase orders, customer or company invoices and service agreements) is complete and accurate in all material respects.
(d) Each Acquired Company has made all payments to third parties pursuant to valid Contracts or invoices and by check mailed to such third parties’ principal place of business or by wire transfer to an account held in the name of the third party in a bank located in the same jurisdiction as such party’s principal place of business or to a place of business in a jurisdiction where such third party performs service pursuant to a valid Contract.
(e) Neither any Acquired Company, nor any Person acting on behalf of any Acquired Company, has, directly, or indirectly through a third-party intermediary, entered into any Contract that remains in effect with any Person resid...
