Ethical Practices. 25.1. The Company, their respective employees, agents and their consultants and each other person acting for, or on behalf of, the Company, has complied with the United Kingdom Bribery Act, 2010 (the “UKBA”), FCPA, Prevention of Corruption Act, 1988 (the “PCA”) and all other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or the Company, are not under investigation with respect to and have not been given notice of, any violation of any Improper Payment Laws applicable to the Business of the Company, as presently conducted or as has been conducted. 25.2. Neither the Company nor any of the Company’s directors, officers, employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person. 25.3. Neither the Company nor any officer, director, agent or employee purporting to act on behalf of the Company or any other related party has at any time, directly or indirectly: (i) made, provided or paid any unlawful contributions, gifts, entertainment or other unlawful expenses to any candidate for political office, or failed to disclose fully any such contributions in violation of any Applicable Law; (ii) made any payment to any local, state, federal or any other type of governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by Applicable Law (including without limitation, the FCPA, as amended); (iii) made any payment to any agent, employee, officer or director of any entity with which the Company or any other related party does business for the purpose of influencing such agent, employee, officer or director to do business with the Company or any Related Party; (iv) engaged in any transaction, maintained any bank account or used any corporate fund, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party; (v) violated any provision of the FCPA, as amended; (vi) violated any provision of the UKBA, as amended; (vii) violated any provision of PCA, as amended; or (viii) made any payment in the nature of criminal bribery or any other unlawful payment. 25.4. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation. 25.5. Neither the Company, or to the Company’s knowledge, any of its officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution, or other enforcement action related to the FCPA or any other anti-corruption law (collectively, “Enforcement Action”)
Appears in 4 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Ethical Practices. 25.1. The (a) Since January 1, 2012, neither Company, their respective employeesCompany Subsidiary nor, agents and their consultants and each to the Knowledge of Seller, any director, manager, officer, agent, consultant, distributor, employee or any other person acting for, or on behalf of, Company or Company Subsidiary has, directly or indirectly: (i) violated or is in violation in any material respect of the Company, has complied with the United Kingdom Bribery Act, 2010 U.S. Foreign Corrupt Practices Act (the “UKBA”), FCPA, Prevention of Corruption Act, 1988 (the “PCA”) and all or any other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBAFCPA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or the Company, are not under investigation with respect to and have not been given notice of, ) in any violation of any Improper Payment Laws applicable to the Business of the Company, as presently conducted or as has been conducted.
25.2. Neither the Company nor any of the Company’s directors, officers, employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, jurisdiction; (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person.
25.3. Neither the Company nor any officer, director, agent or employee purporting to act on behalf of the Company or any other related party has at any time, directly or indirectly:
(i) made, provided or paid any unlawful contributionsundertaken, giftsoffered to make, entertainment or other unlawful expenses promised to any candidate for political office, or failed to disclose fully any such contributions in violation of any Applicable Law;
(ii) made any payment to any local, state, federal or any other type of governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by Applicable Law (including without limitation, the FCPA, as amended);
(iii) made any payment to any agent, employee, officer or director of any entity with which the Company or any other related party does business for the purpose of influencing such agent, employee, officer or director to do business with the Company or any Related Party;
(iv) engaged in any transaction, maintained any bank account or used any corporate fund, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party;
(v) violated any provision of the FCPA, as amended;
(vi) violated any provision of the UKBA, as amended;
(vii) violated any provision of PCA, as amended; or
(viii) made any payment in the nature of criminal bribery or any other unlawful payment.
25.4. Neither the Company nor any of its directors, officers, employees or agents have made make or authorized the payment or giving of any bribe, rebate, payoff, influence payment, kickback or other unlawful payment or gift of money or anything of value (including meals or entertainment), to any officer, employee or ceremonial office holder of any Government Authority or instrumentality thereof, any political party or supra-national organization (such as the United Nations), any political candidate, any royal family member or any other person who is connected or associated personally with any of the foregoing that is prohibited under any applicable Improper Payment Law or otherwise for the purpose of influencing any act or decision of such payee in his official capacity, inducing such payee to do or omit to do any act in violation of his lawful duty, securing any improper advantage or inducing such payee to use his influence with a Government Authority or instrumentality thereof to affect or influence any act or decision of such Government Authority or instrumentality (“Prohibited Payments”); (iii) to the Knowledge of Seller, been subject to any investigation by any Government Authority with regard to any actual or alleged Prohibited Payment (“Prohibited Payment Investigations”); (iv) used funds or other assets, or made any promise or undertaking in such regard, for the establishment or maintenance of a secret or unrecorded fund (a “Prohibited Fund”); (v) made any false or fictitious entries in any books or records of Company or Company Subsidiary relating to any Prohibited Payment or Prohibited Fund; (vi) received any unlawful discounts or retained any funds rebates in violation of any lawLaws relating to antitrust or competition; or (vii) breached or waived any code of ethics or similar foreign, rule federal or regulationstate policy regarding business conduct.
25.5. Neither (b) Company and Company Subsidiary have established reasonable internal controls and procedures intended to ensure compliance with Improper Payment Laws.
(c) Since January 1, 2012, the Company, or to the Company’s knowledge, any operations of its officers, directors or employees Company and Company Subsidiary are the subject of any allegation, voluntary disclosure, investigation, prosecution, or other enforcement action related to the FCPA or any other and have been conducted in compliance in all material respects with all anti-corruption law money laundering Laws and all applicable financial record keeping and reporting requirements, rules, regulations and guidelines applicable to Company and Company Subsidiary (collectively, “Enforcement ActionMoney Laundering Laws”), and no Action involving Company or Company Subsidiary with respect to Money Laundering Laws is pending and, to the Knowledge of Seller, no such Actions are threatened.
(d) Neither Company, Company Subsidiary nor, to the Knowledge of Seller, any of their respective directors, managers, officers, agents, distributors, employees or nor, to the Knowledge of Seller, any other persons acting on behalf of any of the foregoing: (i) is, or is owned or Controlled by, a Prohibited Person; (ii) directly or indirectly, has conducted, conducts or is otherwise involved with any business with or involving any Government Authority (or any sub-division thereof), or any person, entity or project, targeted by, or located in any country that is the subject of, any of the sanctions administered by OFAC or any other equivalent sanctions or measures imposed by the European Union, the United Nations, the United States or any other relevant Government Authority (collectively, “Sanctions”); (iii) directly or indirectly supports or facilitates, or plans to support or facilitate or otherwise become involved with, any such person, Government Authority, entity or project; or (iv) is or ever has been in violation of or subject to an investigation relating to Sanctions.
(e) Since January 1, 2012, to the Knowledge of Seller, neither Company nor Company Subsidiary is a party to any contract or bid with, and has not conducted business directly or indirectly with, any Prohibited Persons.
(f) Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by Seller in this Section 4.12 are the sole and exclusive representations and warranties made regarding ethical practices, Improper Payment Laws, Money Laundering Laws, Sanctions, Prohibited Persons and other related matters.
Appears in 2 contracts
Samples: Stock Purchase Agreement (General Electric Co), Stock Purchase Agreement (Neogenomics Inc)
Ethical Practices. 25.1. The Company, their respective employees, agents and their consultants and each other person acting for, or on behalf of, the Company, has complied with the United Kingdom Bribery Act, 2010 (the “UKBA”), FCPA, Prevention of Corruption Act, 1988 (the “PCA”a) and all other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or the Company, are not under investigation with respect to and have not been given notice of, any violation of any Improper Payment Laws applicable to the Business of the Company, as presently conducted or as has been conducted.
25.2. Neither the Company No Acquired Entity nor any of the Company’s their respective directors, officersofficers or employees has, employees and, to the Knowledge of Xxxx, no joint venture partner of any Acquired Entity has, offered money or agents havegiven anything of value to: (x) any official of a Governmental Authority, any employee of a state-owned enterprise, any political party or official thereof, or any candidate for political office; (y) any customer or member of any Governmental Authority or state-owned enterprise; or (z) any other Person, in each of (x), (y) or (z), 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, madeto any customer, offeredmember or employee of a Governmental Authority or state-owned enterprise, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of the following: (i) influencing any official act action or decision of such officialPerson, party in such capacity, including in the case of any member or candidateemployee of a Governmental Authority or state-owned enterprise, a decision to fail to perform his, her or its official function; (ii) inducing such official, party or candidate Person to use his, her or its influence with any Governmental Authority or state-owned enterprise to affect or influence any act or decision of a foreign governmental authority, such government or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order instrumentality to assist the Company or any of its affiliates Business in obtaining or retaining business for for, or with, or directing business to, any personPerson; or (iii) where such payment or thing of value would constitute a bribe, kickback or illegal or improper payment or gift to assist any Acquired Entity in obtaining or retaining business for, or with, or directing business to, any Person.
25.3. Neither the Company nor any officer, director, agent or employee purporting to act on behalf of the Company or any other related party (b) Each Acquired Entity has at any time, adopted (either directly or indirectly:indirectly by adoption thereof by Xxxx for itself and its subsidiaries) and observes policies prohibiting the use of underage labor, slave labor and human trafficking in connection with the Business and requires the same of each critical supplier to the Business. To Xxxx’x Knowledge, there is no Proceeding pending or threatened in writing involving any Acquired Entity or the Business alleging any use of underage labor, slave labor or human trafficking in connection with the Business.
(ic) madeEach Acquired Entity is in material compliance with applicable Legal Requirements prohibiting false, provided or paid any unlawful contributions, gifts, entertainment misleading or other unlawful expenses similar deceptive labeling practices, and there is no pending or, to Xxxx’x Knowledge, threatened-in-writing Proceeding involving any candidate for political office, Acquired Entity or failed to disclose fully any such contributions in the Business alleging a violation of any Applicable Law;
(ii) made any payment to any local, state, federal or any other type of governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by Applicable Law (including without limitation, the FCPA, as amended);
(iii) made any payment to any agent, employee, officer or director of any entity with which the Company or any other related party does business for the purpose of influencing such agent, employee, officer or director to do business with the Company or any Related Party;
(iv) engaged in any transaction, maintained any bank account or used any corporate fund, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party;
(v) violated any provision of the FCPA, as amended;
(vi) violated any provision of the UKBA, as amended;
(vii) violated any provision of PCA, as amended; or
(viii) made any payment in the nature of criminal bribery or any other unlawful paymentapplicable Legal Requirements.
25.4. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation.
25.5. Neither the Company, or to the Company’s knowledge, any of its officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution, or other enforcement action related to the FCPA or any other anti-corruption law (collectively, “Enforcement Action”)
Appears in 2 contracts
Samples: Acquisition Agreement, Acquisition Agreement (Dole Food Co Inc)
Ethical Practices. 25.1. The Notwithstanding anything to the contrary in any other section of this Agreement, the Company makes no representations or warranties as to any violations or suspected violations by the Company, their respective or anyone acting on its behalf, of the United States Foreign Corrupt Practices Act of 1977, as amended, or the regulations issued thereunder (the “FCPA”), or any similar anticorruption or anti-bribery Law applicable to the Company (the “Anticorruption Laws”), except as expressly set forth in this Section 3.29. As of the date hereof and to the Knowledge of the Company:
(a) At all relevant times, the Company, its directors, officers, employees, agents and their consultants and each other person third parties acting for, or on behalf of, the Company’s behalf, has complied with the United Kingdom Bribery Act, 2010 (the “UKBA”), FCPA, Prevention have had Knowledge and understanding of Corruption Act, 1988 (the “PCA”) and all other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or the Company, are not under investigation with respect to and have not been given notice of, any violation of any Improper Payment Anticorruption Laws applicable to the Business in the United States and abroad;
(b) Since January 1, 2012, the Company has not taken any action which would cause the Company to be in violation of the Company, FCPA or the Anticorruption Laws;
(c) The Company has not taken any action that would cause Parent to be in violation of the FCPA or the Anticorruption Laws as presently conducted or of the Closing as has been conducted.
25.2. Neither a result of its ownership of the Company nor any as provided for herein;
(d) None of the Company’s directors, officers or employees has taken acts that would cause the Company to be in violation of the FCPA or the Anticorruption Laws; 40
(e) None of the Company’s officers, directors or other employees or agents haveequityholders are or were foreign government officials able to influence the Company’s business interests while they were an officer, director, equityholder or employee of the Company;
(f) Since January 1, 2012, the Company has not been subject to any investigation by the United States Department of Justice or any other national or foreign Governmental Entity (whether federal, state, local or foreign) in relation to the FCPA or the Anticorruption Laws;
(g) Since January 1, 2012, the Company has not taken any act in furtherance of an offer, payment, promise to pay or authorization of the payment, directly or indirectly, made, offered, promised or authorized any payment or gift of any gift, money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or a government official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing secure any improper advantage, in the case of (i), (ii) and (iii) above in order including to assist the Company or any of its affiliates in obtaining or retaining business for or withobtain a tax rate lower than one permitted by Law, or directing business to, any person.
25.3. Neither the Company nor any officer, director, agent to obtain or employee purporting to act on behalf of the Company or any other related party has at any time, directly or indirectly:retain business; and
(ih) madeSince January 1, provided or paid any unlawful contributions2012, gifts, entertainment or other unlawful expenses to any candidate for political office, or failed to disclose fully any such contributions in violation the Knowledge of any Applicable Law;
(ii) made any payment to any local, state, federal or any other type of governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by Applicable Law (including without limitation, the FCPA, as amended);
(iii) made any payment to any agent, employee, officer or director of any entity with which the Company or any other related party does business for the purpose of influencing such agent, employee, officer or director to do business with the Company or any Related Party;
(iv) engaged in any transaction, maintained any bank account or used any corporate fund, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party;
(v) violated any provision of the FCPA, as amended;
(vi) violated any provision of the UKBA, as amended;
(vii) violated any provision of PCA, as amended; or
(viii) made any payment in the nature of criminal bribery or any other unlawful payment.
25.4. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation.
25.5. Neither the Company, or there has been no reason to conduct, and the Company’s knowledgeCompany has not conducted, any internal investigation of its officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution, or other enforcement action actions related to the FCPA or any other anti-corruption law (collectively, “Enforcement Action”)the Anticorruption Laws.
Appears in 1 contract
Ethical Practices. 25.1. The Notwithstanding anything to the contrary in any other section of this Agreement, the Company makes no representations or warranties as to any violations or suspected violations by the Company, their respective or anyone acting on its behalf, of the United States Foreign Corrupt Practices Act of 1977, as amended, or the regulations issued thereunder (the “FCPA”), or any similar anticorruption or anti-bribery Law applicable to the Company (the “Anticorruption Laws”), except as expressly set forth in this Section 3.29. As of the date hereof and to the Knowledge of the Company:
(a) At all relevant times, the Company, its directors, officers, employees, agents and their consultants and each other person third parties acting for, or on behalf of, the Company’s behalf, has complied with the United Kingdom Bribery Act, 2010 (the “UKBA”), FCPA, Prevention have had Knowledge and understanding of Corruption Act, 1988 (the “PCA”) and all other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or the Company, are not under investigation with respect to and have not been given notice of, any violation of any Improper Payment Anticorruption Laws applicable to the Business in the United States and abroad;
(b) Since January 1, 2012, the Company has not taken any action which would cause the Company to be in violation of the Company, FCPA or the Anticorruption Laws;
(c) The Company has not taken any action that would cause Parent to be in violation of the FCPA or the Anticorruption Laws as presently conducted or of the Closing as has been conducted.
25.2. Neither a result of its ownership of the Company nor any as provided for herein;
(d) None of the Company’s directors, officers or employees has taken acts that would cause the Company to be in violation of the FCPA or the Anticorruption Laws;
(e) None of the Company’s officers, directors or other employees or agents haveequityholders are or were foreign government officials able to influence the Company’s business interests while they were an officer, director, equityholder or employee of the Company;
(f) Since January 1, 2012, the Company has not been subject to any investigation by the United States Department of Justice or any other national or foreign Governmental Entity (whether federal, state, local or foreign) in relation to the FCPA or the Anticorruption Laws;
(g) Since January 1, 2012, the Company has not taken any act in furtherance of an offer, payment, promise to pay or authorization of the payment, directly or indirectly, made, offered, promised or authorized any payment or gift of any gift, money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or a government official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing secure any improper advantage, in the case of (i), (ii) and (iii) above in order including to assist the Company or any of its affiliates in obtaining or retaining business for or withobtain a tax rate lower than one permitted by Law, or directing business to, any person.
25.3. Neither the Company nor any officer, director, agent to obtain or employee purporting to act on behalf of the Company or any other related party has at any time, directly or indirectly:retain business; and
(ih) madeSince January 1, provided or paid any unlawful contributions2012, gifts, entertainment or other unlawful expenses to any candidate for political office, or failed to disclose fully any such contributions in violation the Knowledge of any Applicable Law;
(ii) made any payment to any local, state, federal or any other type of governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by Applicable Law (including without limitation, the FCPA, as amended);
(iii) made any payment to any agent, employee, officer or director of any entity with which the Company or any other related party does business for the purpose of influencing such agent, employee, officer or director to do business with the Company or any Related Party;
(iv) engaged in any transaction, maintained any bank account or used any corporate fund, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party;
(v) violated any provision of the FCPA, as amended;
(vi) violated any provision of the UKBA, as amended;
(vii) violated any provision of PCA, as amended; or
(viii) made any payment in the nature of criminal bribery or any other unlawful payment.
25.4. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation.
25.5. Neither the Company, or there has been no reason to conduct, and the Company’s knowledgeCompany has not conducted, any internal investigation of its officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution, or other enforcement action actions related to the FCPA or any other anti-corruption law (collectively, “Enforcement Action”)the Anticorruption Laws.
Appears in 1 contract
Samples: Merger Agreement
Ethical Practices. 25.1. The Company, its Subsidiaries, their respective employees, agents and their consultants and each other person acting for, or on behalf of, the CompanyCompany or its Subsidiaries, has have complied with the United Kingdom Bribery Act, 2010 (the “UKBA”), FCPA, Prevention of Corruption Act, 1988 (the “PCA”) and all other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or Founders, the CompanyCompany and its Subsidiaries, are not under investigation with respect to and have not been given notice of, any violation of any Improper Payment Laws applicable to the Business of the CompanyCompany and its Subsidiaries, as presently conducted or as has been conducted.
25.2. Neither the Company nor any of the Company’s directors, officers, employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person.
25.3. Neither the Company nor any of its Subsidiaries, officer, director, agent or employee purporting to act on behalf of the Company or any other related party has at any time, directly or indirectly:
(i) made, provided or paid any unlawful contributions, gifts, entertainment or other unlawful expenses to any candidate for political office, or failed to disclose fully any such contributions in violation of any Applicable Law;
(ii) made any payment to any local, state, federal or any other type of governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by Applicable Law (including without limitation, the FCPA, as amended);
(iii) made any payment to any agent, employee, officer or director of any entity with which the Company or any other related party does business for the purpose of influencing such agent, employee, officer or director to do business with the Company or any Related Party;
(iv) engaged in any transaction, maintained any bank account or used any corporate fund, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party;
(v) violated any provision of the FCPA, as amended;
(vi) violated any provision of the UKBA, as amended;
(vii) violated any provision of PCA, as amended; or
(viii) made any payment in the nature of criminal bribery or any other unlawful payment.
25.4. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation.
25.5. Neither the Company, any of its Subsidiaries or to the Company’s knowledge, any of its or its Subsidiaries, officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution, or other enforcement action related to the FCPA or any other anti-corruption law (collectively, “Enforcement Action”)
25.6. Neither any Group Company nor any Founder has:
(i) obtained or induced, directly or indirectly, through any person nor will attempt to so obtain or induce the procurement of the investment or any contract, consent, approval, right, interest, privilege or other obligation or benefit related to the investment or a favorable relationship with the Investor or any other entity known by the Company or any Founder to be an affiliate of the Investor through any violation of law or regulation; or
(ii) given or agreed to give nor shall give or agree to give to any person, either directly or indirectly, any placement fee, introductory fee, arrangement fee, finder’s fee or any other fee, compensation, monetary benefit or any other benefit, gift, commission, gratuity, bribe or kickback, whether described as a consultation fee or otherwise (“Fees”), with the object of obtaining or inducing the procurement of the investment or any contract, right, interest, privilege or other obligation or benefit related to the investment or a favorable relationship with the Investor or any other entity known by the Company or any Founder to be an affiliate of the Investor. For the avoidance of doubt, the following shall not be deemed to be Fees within the meaning of this paragraph 25.6(ii) (a) any payments that are legitimate in the normal course of business between each party hereto pursuant to the Transaction Documents;
Appears in 1 contract
Samples: Subscription Agreement
Ethical Practices. 25.1. The CompanyNeither CBMG nor any of its Affiliates nor, to the Knowledge of CBMG, any of their respective employeesdirectors, agents and their consultants and each officers, or employees or any other person Person acting for, or on behalf of, the Company, has complied with the United Kingdom Bribery Act, 2010 (the “UKBA”), FCPA, Prevention of Corruption Act, 1988 (the “PCA”) and all other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or the Company, are not under investigation with respect to and have not been given notice of, any violation of any Improper Payment Laws applicable to the Business of the Company, as presently conducted or as has been conducted.
25.2. Neither the Company nor any of the Company’s directors, officers, employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her CBMG or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person.
25.3. Neither the Company nor any officer, director, agent or employee purporting to act on behalf of the Company or any other related party has at any time, directly or indirectlyAffiliates has:
(i) made, provided violated or paid any unlawful contributions, gifts, entertainment or other unlawful expenses to any candidate for political office, or failed to disclose fully any such contributions is in violation of any Applicable applicable Anti-Corruption Law;
(ii) made any payment made, undertaken, offered to any localmake, state, federal or any other type of governmental officer or officialpromised to make, or other person charged with similar public authorized the payment or quasi-public duties, other than payments required or allowed by Applicable Law (including without limitation, the FCPA, as amended);
(iii) made any payment to any agent, employee, officer or director giving of any entity with which the Company or any other related party does business for the purpose of influencing such agent, employee, officer or director to do business with the Company or any Related Party;
(iv) engaged in any transaction, maintained any bank account or used any corporate fund, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party;
(v) violated any provision of the FCPA, as amended;
(vi) violated any provision of the UKBA, as amended;
(vii) violated any provision of PCA, as amended; or
(viii) made any payment in the nature of criminal bribery or any other unlawful payment.
25.4. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback kickback, or other unlawful payment or gift of funds money or received anything of value (including meals or retained entertainment), to any funds officer, employee, or ceremonial office holder of any government or instrumentality thereof, any political party or supra-national organization (such as the United Nations), any political candidate, any royal family member, or any other person who is connected or associated personally with any of the foregoing, or to any non-governmental individual or entity, that is prohibited under any applicable Anti-Corruption Law or otherwise for the purpose of influencing any act or decision of such payee in his official capacity, inducing such payee to do or omit to do any act in violation of his lawful duty, securing any law, rule improper advantage or regulation.
25.5. Neither the Companyinducing such payee to use his influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, or to secure any improper advance or inducing such payee to enter into a commercial arrangement in violation of Applicable Law (each, a “Prohibited Payment”);
(iii) been subject to any investigation by any Governmental Entity with regard to any actual or alleged Prohibited Payment;
(iv) used funds or other assets, or made any promise or undertaking in such regard, for the Company’s knowledge, establishment or maintenance of a secret or unrecorded fund (a “Prohibited Fund”); or
(v) made any false or fictitious entries in any of CBMG’s or its officers, directors Affiliates’ books or employees are the subject of records relating to any allegation, voluntary disclosure, investigation, prosecution, Prohibited Payment or other enforcement action related to the FCPA or any other anti-corruption law (collectively, “Enforcement Action”)Prohibited Fund.
Appears in 1 contract
Samples: License and Collaboration Agreement (Cellular Biomedicine Group, Inc.)
Ethical Practices. 25.1. The Company, their respective employees, agents and their consultants and each other person acting for, or on behalf of, the Company, has complied with the United Kingdom Bribery Act, 2010 (the “UKBA”), FCPA, Prevention of Corruption Act, 1988 (the “PCA”) and all other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or the Company, are not under investigation with respect to and have not been given notice of, any violation of any Improper Payment Laws applicable to the Business None of the CompanySellers, as presently conducted or as has been conducted.
25.2. Neither the Company nor any of the Acquired Companies or any of the Acquired Subsidiaries, nor, to the knowledge of the Seller Parties, any Representative acting on behalf of any Seller, any Acquired Company’s directors, officersor any Acquired Subsidiary has unlawfully offered or given on its behalf, employees anything of value to: (a) any official, member, employer or agents havecustomer of a Governmental Authority, any political party or official thereof, or any candidate for political office; or (b) 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, madeto any customer, offered, promised or authorized any payment or gift member of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or official thereof government or candidate for foreign political office office, in each case, for the purpose of the following: (i) influencing any action or decision of such Person, in his or its official capacity, including a decision to fail to perform his or its official function; (ii) inducing such Person to use his or its influence with any Governmental Authority to affect or influence any act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order Governmental Authority to assist the any Seller, any Acquired Company or any of its affiliates Acquired Subsidiary in obtaining or retaining business for for, or with, or directing business to, any person.
25.3. Neither Person; (iii) securing any improper advantage; (iv) where such payment is or was contingent upon the Company nor any officerissuance, directoramendment, agent or employee purporting to act on behalf of the Company or any other related party has at any time, directly or indirectly:
(i) made, provided or paid any unlawful contributions, gifts, entertainment renewal or other unlawful expenses action with respect to any candidate for political office, Permit or failed to disclose fully any such contributions Contract or that would otherwise be in violation of any Applicable Law;
; or (iiv) made any where such payment would constitute a bribe, kickback or illegal or improper payment to assist any localSeller, state, federal or any other type of governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by Applicable Law (including without limitation, the FCPA, as amended);
(iii) made any payment to any agent, employee, officer or director of any entity with which the Acquired Company or any other related party does Acquired Subsidiary in obtaining or retaining business for the purpose of influencing such agentfor, employeeor with, officer or director to do directing business with the Company or to, any Related Party;
(iv) engaged Person, in any transaction, maintained any bank account or used any corporate fund, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party;
(v) violated any provision of the FCPA, as amended;
(vi) violated any provision of the UKBA, as amended;
(vii) violated any provision of PCA, as amended; or
(viii) made any payment in the nature of criminal bribery or any other unlawful payment.
25.4. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds each case in violation of any lawapplicable Anti-Corruption Laws. Notwithstanding the foregoing, rule or regulation.
25.5. Neither for the Companypurposes of this Section 3.23, or to the Company’s knowledge, any Zabeel Investments Inc. and each of its officersAffiliates (other than the Seller Parties, directors the Acquired Companies and the Acquired Subsidiaries) shall be deemed not to be Affiliates or employees are Representatives of the subject of any allegation, voluntary disclosure, investigation, prosecution, or other enforcement action related to the FCPA or any other anti-corruption law (collectively, “Enforcement Action”)Seller Parties.
Appears in 1 contract
Samples: Master Purchase Agreement (Morgans Hotel Group Co.)
Ethical Practices. 25.1. The Company, their respective employees, agents and their consultants and each other person acting for, or on behalf of, the Company, has complied with the United Kingdom Bribery Act, 2010 (the “UKBA”), FCPA, Prevention of Corruption Act, 1988 (the “PCA”) and all other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or the Company, are not under investigation with respect to and have not been given notice of, any violation of any Improper Payment Laws applicable to the Business of the Company, as presently conducted or as has been conducted.
25.2. Neither the Company nor any of the Company’s directors, officers, employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person.
25.3. Neither the Company nor any officer, director, agent or employee purporting to act on behalf of the Company or any other related party has at any time, directly or indirectly:
(i) 25.3.1. made, provided or paid any unlawful contributions, gifts, entertainment or other unlawful expenses to any candidate for political office, or failed to disclose fully any such contributions in violation of any Applicable Law;
(ii) 25.3.2. made any payment to any local, state, federal or any other type of governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by Applicable Law (including without limitation, the FCPA, as amended);
(iii) 25.3.3. made any payment to any agent, employee, officer or director of any entity with which the Company or any other related party does business for the purpose of influencing such agent, employee, officer or director to do business with the Company or any Related Party;
(iv) 25.3.4. engaged in any transaction, maintained any bank account or used any corporate fund, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party;
(v) 25.3.5. violated any provision of the FCPA, as amended;
(vi) 25.3.6. violated any provision of the UKBA, as amended;
(vii) 25.3.7. violated any provision of PCA, as amended; or
(viii) 25.3.8. made any payment in the nature of criminal bribery or any other unlawful payment.
25.4. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation.
25.5. Neither the Company, or to the Company’s knowledge, any of its officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution, or other enforcement action related to the FCPA or any other anti-corruption law (collectively, “Enforcement Action”)
Appears in 1 contract
Samples: Subscription Agreement
Ethical Practices. 25.1. The Company, its Subsidiaries, their respective employees, agents and their consultants and each other person acting for, or on behalf of, the CompanyCompany or its Subsidiaries, has have complied with the United Kingdom Bribery Act, 2010 (the “UKBA”), FCPA, Prevention of Corruption Act, 1988 (the “PCA”) and all other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or Founders, the CompanyCompany and its Subsidiaries, are not under investigation with respect to and have not been given notice of, any violation of any Improper Payment Laws applicable to the Business of the CompanyCompany and its Subsidiaries, as presently conducted or as has been conducted.
25.2. Neither the Company nor any of the Company’s directors, officers, employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person.
25.3. Neither the Company nor any of its Subsidiaries, officer, director, agent or employee purporting to act on behalf of the Company or any other related party has at any time, directly or indirectly:
(i) made, provided or paid any unlawful contributions, gifts, entertainment or other unlawful expenses to any candidate for political office, or failed to disclose fully any such contributions in violation of any Applicable Law;
(ii) made any payment to any local, state, federal or any other type of governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by Applicable Law (including without limitation, the FCPA, as amended);
(iii) made any payment to any agent, employee, officer or director of any entity with which the Company or any other related party does business for the purpose of influencing such agent, employee, officer or director to do business with the Company or any Related Party;
(iv) engaged in any transaction, maintained any bank account or used any corporate fund, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party;
(v) violated any provision of the FCPA, as amended;
(vi) violated any provision of the UKBA, as amended;
(vii) violated any provision of PCA, as amended; or
(viii) made any payment in the nature of criminal bribery or any other unlawful payment.
25.4. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation.
25.5. Neither the Company, any of its Subsidiaries or to the Company’s knowledge, any of its or its Subsidiaries, officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution, or other enforcement action related to the FCPA or any other anti-corruption law (collectively, “Enforcement Action”)
25.6. Neither any Group Company nor any Founder has:
(i) obtained or induced, directly or indirectly, through any person nor will attempt to so obtain or induce the procurement of the investment or any contract, consent, approval, right, interest, privilege or other obligation or benefit related to the investment or a favorable relationship with the Investor or any other entity known by the Company or any Founder to be an affiliate of the Investor through any violation of law or regulation; or
(ii) given or agreed to give nor shall give or agree to give to any person, either directly or indirectly, any placement fee, introductory fee, arrangement fee, finder’s fee or any other fee, compensation, monetary benefit or any other benefit, gift, commission, gratuity, bribe or kickback, whether described as a consultation fee or otherwise (“Fees”), with the object of obtaining or inducing the procurement of the investment or any contract, right, interest, privilege or other obligation or benefit related to the investment or a favorable relationship with the Investor or any other entity known by the Company or any Founder to be an affiliate of the Investor. For the avoidance of doubt, the following shall not be deemed to be Fees within the meaning of this paragraph 25.6(ii): (a) any payments that are legitimate in the normal course of business between each party hereto pursuant to the Transaction Documents;
Appears in 1 contract
Samples: Subscription Agreement
Ethical Practices. 25.1. The (a) Neither the Company, their respective nor to the Knowledge of the Company any of its directors, managers, managing directors, officers, employees, agents and their consultants and agents, contract workers or representatives, in each other person case acting forfor or on behalf of (or, to the Knowledge of the Company, purporting to act for or on behalf of, ) the Company, has complied with the United Kingdom Bribery Act, 2010 (the “UKBA”), FCPA, Prevention of Corruption Act, 1988 (the “PCA”) and all other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or the Company, are not under investigation with respect to and have not been given notice of, any violation of any Improper Payment Laws applicable to the Business of the Company, as presently conducted or as has been conducted.
25.2. Neither the Company nor any of the Company’s directors, officers, employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person.
25.3. Neither the Company nor any officer, director, agent or employee purporting to act on behalf of the Company or any other related party has at any time, directly or indirectlyhas:
(i) made, provided violated or paid any unlawful contributions, gifts, entertainment or other unlawful expenses to any candidate for political office, or failed to disclose fully any such contributions is in violation of any Applicable provision of any Improper Payment Law;
(ii) (A) made, given, undertaken, caused to be made any payment or given, offered to any localmake or give, state, federal promised to make or any other type of governmental officer or officialgive, or other person charged with similar public authorized, ratified or quasi-public duties, other than payments required facilitated the making or allowed by Applicable Law (including without limitation, the FCPA, as amended);
(iii) made any payment to any agent, employee, officer or director giving of any entity with which the Company or any other related party does business for the purpose of influencing such agent, employee, officer or director to do business with the Company or any Related Party;
(iv) engaged in any transaction, maintained any bank account or used any corporate fund, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party;
(v) violated any provision of the FCPA, as amended;
(vi) violated any provision of the UKBA, as amended;
(vii) violated any provision of PCA, as amended; or
(viii) made any payment in the nature of criminal bribery or any other unlawful payment.
25.4. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, facilitation payment, kickback or other unlawful payment or gift of funds money or received any other thing of value to any Person or retained (B) given, caused to be given, offered to give, promised to give, or authorized, ratified or facilitated the giving of any funds political contribution or charitable contribution, or any advantage, to any Person, in each case of the foregoing clauses (A) and (B), (x) in violation of, or that is prohibited under, any Improper Payment Law or (y) otherwise for the purpose of influencing any act or decision of such payee in his official capacity, inducing such payee to do or omit to do any act in violation of his lawful duty, securing any lawimproper advantage, rule inducing such payee to use his influence with a government or regulation.instrumentality thereof to affect or influence any act or decision of such government or instrumentality or to secure any improper advantage, or inducing such payee to enter into a commercial arrangement in violation of applicable Law;
25.5. Neither (iii) requested or received any payment, gift, political contribution, charitable contribution or other thing of value or advantage in violation of, or that is prohibited under, any Improper Payment Law;
(iv) (A) been subject to, or received notice with respect to, any actual, pending or, to the Knowledge of the Company, threatened or reasonably anticipated civil, criminal or administrative Claim with respect to any matter or conduct of the Company’s knowledgetype described in the foregoing clause (i), (ii) or (iii), (B) been subject to, or received notice of, any allegation of its officers, directors or employees are the subject of (x) any allegation, voluntary disclosure, investigation, prosecutionviolation of, or conduct violative of, any Improper Payment Law or (y) any matter or conduct of the type described in the foregoing clause (i), (ii) or (iii) or (C) made any voluntary disclosure to any Governmental Authority with respect to any matter or conduct of the type described in the foregoing clause (i), (ii) or (iii); or
(v) established or maintained a secret or unrecorded fund (or made any promise or undertaking in such regard).
(b) There have been no false or fictitious entries made in the books or records of the Company relating to (i) any secret or unrecorded fund or (ii) any unlawful payment, gift, political contribution, charitable contribution or other enforcement action related thing of value or advantage (including any payment, gift, political contribution, charitable contribution or other thing of value or advantage of the type described in Section 3.20(a)(ii) or Section 3.20(a)(iii)).
(c) For the avoidance of doubt, any reference to “other thing of value” in this Section 3.20 includes meals, entertainment, travel and lodging, and any reference to “representatives” of the FCPA or any other antiCompany in this Section 3.20 includes distributors, sales agents, third-corruption law (collectivelyparty representatives, “Enforcement Action”)commercial intermediaries, partners and joint venturers.
Appears in 1 contract
Samples: Merger Agreement (AtriCure, Inc.)
Ethical Practices. 25.1. The CompanyNone of MMG, their respective employeesthe Subsidiary nor any Affiliate or, agents and their consultants and each other person acting forto the Knowledge of Seller, Representative of either, has offered or given, and, to the Knowledge of Seller, no Person has offered or given on behalf of the Subsidiary, anything of value (except as permitted by Law) to: (a) any official, member, employee or customer of a Government Entity, any political party or official thereof, or on behalf ofany candidate for political office or (b) any other Person, the Companyin 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, has complied with the United Kingdom Bribery Act, 2010 (the “UKBA”), FCPA, Prevention of Corruption Act, 1988 (the “PCA”) and all other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or the Company, are not under investigation with respect to and have not been given notice of, any violation of any Improper Payment Laws applicable to the Business of the Company, as presently conducted or as has been conducted.
25.2. Neither the Company nor any of the Company’s directors, officers, employees or agents havepromised, directly or indirectly, madeto any customer, offered, promised or authorized any payment or gift member of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or official thereof government or candidate for foreign political office for the purpose of the following: (i) improperly influencing any action or decision of such Person, in his or its official capacity, including a decision to fail to perform his or its official function; (ii) improperly inducing such Person to use his or its influence with any government or instrumentality thereof to affect or influence any act or decision of such official, party government or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order instrumentality to assist either MMG, the Company Subsidiary or any Affiliate of its affiliates either of them in obtaining or retaining business for for, or with, or directing business to, any person.
25.3. Neither Person; or (iii) securing any improper advantage; in each case (A) where such payment or other consideration is or was contingent upon the Company nor award of any officergovernment contract to either MMG, director, agent or employee purporting to act on behalf of the Company Subsidiary or any other related party has at any time, directly Affiliate of either of them or indirectly:
(i) made, provided or paid any unlawful contributions, gifts, entertainment or other unlawful expenses to any candidate for political office, or failed to disclose fully any such contributions that would otherwise be in violation of any Applicable Law;
(ii) made any payment to any local, state, federal or any other type of governmental officer or official, or (B) where such payment or other person charged with similar public or quasi-public duties, other than payments required or allowed by Applicable Law (including without limitation, the FCPA, as amended);
(iii) made any payment to any agent, employee, officer or director of any entity with which the Company or any other related party does business for the purpose of influencing such agent, employee, officer or director to do business with the Company or any Related Party;
(iv) engaged in any transaction, maintained any bank account or used any corporate fund, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party;
(v) violated any provision of the FCPA, as amended;
(vi) violated any provision of the UKBA, as amended;
(vii) violated any provision of PCA, as amended; or
(viii) made any payment in the nature of criminal bribery or any other unlawful payment.
25.4. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any consideration would constitute a bribe, rebate, payoff, influence payment, kickback or other unlawful illegal or improper payment to assist either MMG, the Subsidiary or any Affiliate of funds either of them in obtaining or received or retained any funds in violation of any law, rule or regulation.
25.5. Neither the Companyretaining business for, or to the Company’s knowledgewith, or directing business to, any Person. To date, each of its officers, directors MMG and the Subsidiary has made all payments to third parties by check mailed to such third parties’ principal place of business or employees by wire transfer to a bank located in the same national jurisdiction as such party’s principal place of business. Each transaction of MMG and the Subsidiary is properly and accurately recorded on the Records of the applicable company and each document upon which entries in the Records are based is complete and accurate in all material respects to MMG and the subject Subsidiary. MMG and the Subsidiary maintain a system of any allegation, voluntary disclosure, investigation, prosecution, or other enforcement action related internal accounting controls adequate to insure that MMG and the FCPA or any other antiSubsidiary maintain no off-corruption law (collectively, “Enforcement Action”)the-books accounts and that each of their assets is used only in accordance with management directives.
Appears in 1 contract
Ethical Practices. 25.1. The Since January 1, 2013, none of the Company, any of its Wholly Owned Subsidiaries, or any of their respective directors, officers, employees, agents and their consultants and or consultants, or any other Person, in each other person case while acting for, or on behalf of, the Company, has complied with the United Kingdom Bribery Act, 2010 (the “UKBA”), FCPA, Prevention of Corruption Act, 1988 (the “PCA”) and all other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or the Company, are not under investigation with respect to and have not been given notice of, any violation of any Improper Payment Laws applicable to the Business of the Company, as presently conducted or as has been conducted.
25.2. Neither the Company nor any of the Company’s directors, officers, employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person.
25.3. Neither the Company nor any officer, director, agent or employee purporting to act on behalf of the Company or any other related party has at any timesuch Wholly Owned Subsidiary, directly or indirectly:
(ia) made, provided has violated or paid any unlawful contributions, gifts, entertainment or other unlawful expenses to any candidate for political office, or failed to disclose fully any such contributions is in violation of any Applicable Law;
(ii) made any payment to any local, state, federal the US Foreign Corrupt Practices Act of 1977 or any other type of governmental officer or officialapplicable anti-corruption/anti-bribery Law including those targeting commercial bribery (collectively, or other person charged with similar public or quasi“Anti-public duties, other than payments required or allowed by Applicable Law (including without limitation, the FCPA, as amendedCorruption Laws”);
(iiib) made has made, offered to make, promised to make or authorized the payment or giving of any bribe, rebate, payoff, influence payment, kickback or other payment or gift of money or anything of value (including meals or entertainment) to (i) any agentofficer, employee, officer employee or director ceremonial office holder of any entity with which owned or controlled by a Governmental Body (“Governmental Entity”), instrumentality thereof, legal entity controlled by a Governmental Entity or public international organization (such as the Company United Nations), (ii) any political party, (iii) any political candidate, or (iv) any other related party does business royal family member, in each case, that is prohibited under any Anti-Corruption Law or otherwise for the purpose of corruptly or improperly influencing any act or decision of such agentpayee in his or her official capacity, employee, officer or director inducing such payee to do business or omit to do any act in violation of his or her lawful duty, securing any improper advantage or inducing such payee to use his or her influence with a Governmental Entity, instrumentality thereof, legal entity controlled by a Governmental Entity or public international organization to affect or influence any act or decision of such Governmental Entity, instrumentality thereof, legal entity controlled by a Governmental Entity or public international organization in each case in violation of an Anti-Corruption Law (any of the Company or any Related Partyforegoing a “Prohibited Payment”);
(ivc) engaged in any transactionhas made, maintained any bank account or used any corporate fundoffered to make, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party;
(v) violated any provision of the FCPA, as amended;
(vi) violated any provision of the UKBA, as amended;
(vii) violated any provision of PCA, as amended; or
(viii) made any payment in the nature of criminal bribery or any other unlawful payment.
25.4. Neither the Company nor any of its directors, officers, employees or agents have made promised to make or authorized the payment or giving of any bribe, rebate, payoff, influence payment, kickback or other unlawful payment or gift of funds money or received anything of value (including meals or retained entertainment) to any funds in violation Person with reason to know that all or part of any law, rule such paid or regulation.
25.5. Neither the Company, transferred money or to the Company’s knowledge, any other thing of its officers, directors or employees are value would be the subject of any allegation, voluntary disclosure, investigation, prosecutiona Prohibited Payment; or
(d) has used funds or other assets, or other enforcement action related to the FCPA made any promise or any other anti-corruption law (collectivelyundertaking in such regard, “Enforcement Action”)for establishment or maintenance of a secret, unrecorded or improperly recorded fund.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (NGL Energy Partners LP)
Ethical Practices. 25.1. The Company, its Subsidiaries, their respective employees, agents and their consultants and each other person acting for, or on behalf of, the CompanyCompany or its Subsidiaries, has have complied with the United Kingdom Bribery Act, 2010 (the “UKBA”), FCPA, Prevention of Corruption Act, 1988 (the “PCA”) and all other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or Founders, the CompanyCompany and its Subsidiaries, are not under investigation with respect to and have not been given notice of, any violation of any Improper Payment Laws applicable to the Business of the CompanyCompany and its Subsidiaries, as presently conducted or as has been conducted.
25.2. Neither the Company nor any of the Company’s directors, officers, employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person.
25.3. Neither the Company nor any of its Subsidiaries, officer, director, agent or employee purporting to act on behalf of the Company or any other related party has at any time, directly or indirectly:
(i) made, provided or paid any unlawful contributions, gifts, entertainment or other unlawful expenses to any candidate for political office, or failed to disclose fully any such contributions in violation of any Applicable Law;
(ii) made any payment to any local, state, federal or any other type of governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by Applicable Law (including without limitation, the FCPA, as amended);
(iii) made any payment to any agent, employee, officer or director of any entity with which the Company or any other related party does business for the purpose of influencing such agent, employee, officer or director to do business with the Company or any Related Party;
(iv) engaged in any transaction, maintained any bank account or used any corporate fund, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party;
(v) violated any provision of the FCPA, as amended;
(vi) violated any provision of the UKBA, as amended;
(vii) violated any provision of PCA, as amended; or
(viii) made any payment in the nature of criminal bribery or any other unlawful payment.
25.4. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation.
25.5. Neither the Company, any of its Subsidiaries or to the Company’s knowledge, any of its or its Subsidiaries, officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution, or other enforcement action related to the FCPA or any other anti-corruption law (collectively, “Enforcement Action”).
25.6. Neither any Group Company nor any Founder has:
(i) obtained or induced, directly or indirectly, through any person nor will attempt to so obtain or induce the procurement of the investment or any contract, consent, approval, right, interest, privilege or other obligation or benefit related to the investment or a favorable relationship with the Investor or any other entity known by the Company or any Founder to be an affiliate of the Investor through any violation of law or regulation; or
(ii) given or agreed to give nor shall give or agree to give to any person, either directly or indirectly, any placement fee, introductory fee, arrangement fee, finder’s fee or any other fee, compensation, monetary benefit or any other benefit, gift, commission, gratuity, bribe or kickback, whether described as a consultation fee or otherwise (“Fees”), with the object of obtaining or inducing the procurement of the investment or any contract, right, interest, privilege or other obligation or benefit related to the investment or a favorable relationship with the Investor or any other entity known by the Company or any Founder to be an affiliate of the Investor. For the avoidance of doubt, the following shall not be deemed to be Fees within the meaning of this paragraph 25.6(ii): (a) any payments that are legitimate in the normal course of business between each party hereto pursuant to the Transaction Documents;
Appears in 1 contract
Samples: Share Subscription Agreement
