Export Controls Fcpa Clause Samples

Export Controls Fcpa. (a) Except as set forth on Section 3.25 of the Seller Disclosure Schedule, none of the Sold Companies has offered or given, and none of its directors, officers, managers, employees or agents working on behalf of such Sold Company (“Representatives”), has unlawfully offered or given on the Sold Companies’ behalf, anything of value, including facilitating or “grease” payments, to: (i) any official or employee of a Governmental Authority, any political party or official thereof, any candidate for political office or other Person; or (ii) any Person while knowing or being aware of a high probability that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any official or employee of a Governmental Authority, political party or official thereof, candidate for political office or other Person: (a) for the purpose of influencing any action or decision of such Person, in his, her or its official capacity, including a decision to fail to perform his, her or its official function; (b) for the purpose of inducing such Person to use his, her or its influence with any government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality; or (c) for the purpose of securing any improper advantage; in the case of each of clauses (a), (b) and (c), in order to assist such Sold Company in obtaining or retaining business for or with, or directing business to, any Person; or (d) where such payment would constitute a bribe, kickback or illegal or improper payment. (b) None of the Sold Companies nor any of their respective Representatives has violated or is in violation in any material respect of any provision of the Foreign Corrupt Practices Act of 1977 (15 U.S.C. 78dd-1 et seq.), the Arms Export Control Act (22 U.S.C. 2778), ITAR, the Export Administration Regulations (EAR) (15 C.F.R. 730 et seq.) and associated executive orders, and the Laws implemented by the Office of Foreign Asset Controls, United States Department of the Treasury (collectively, the