FCPA and Anti-Corruption. Except for those matters which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect:
(a) neither Parent nor any Parent Subsidiary, nor any director, manager or employee of Parent or any Parent Subsidiary has in the last five (5) years, in connection with the business of Parent or any Parent Subsidiary, itself or, to Parent’s knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Parent or any Parent Subsidiary, taken any action in violation of the FCPA or other applicable Bribery Legislation (in each case to the extent applicable);
(b) neither Parent nor any Parent Subsidiary, nor any director, manager or employee of Parent or any Parent Subsidiary, are, or in the past five (5) years have been, subject to any actual, pending, or threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving Parent or any Parent Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA;
(c) Parent and each Parent Subsidiary has made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent and each Parent Subsidiary as required by the FCPA in all material respects;
(d) Parent and each Parent Subsidiary has instituted policies and procedures designed to ensure compliance with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force; and
(e) no officer, director, or employee of Parent or any Parent Subsidiary is a Government Official.
FCPA and Anti-Corruption. (a) Except for those matters which, individually or in the aggregate, would not reasonably be expected to have an Aon Material Adverse Effect:
(i) neither Aon nor any Aon Subsidiary, nor any director, manager or employee of Aon or any Aon Subsidiary has in the last five (5) years, in connection with the business of Aon or any Aon Subsidiary, itself or, to Aon’s knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Aon or any Aon Subsidiary, taken any action in violation of the FCPA or other applicable Bribery Legislation (in each case to the extent applicable);
(ii) neither Aon nor any Aon Subsidiary, nor any director, manager or employee of Aon or any Aon Subsidiary, are, or in the past five (5) years have been, subject to any actual, pending, or threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving Aon or any Aon Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA;
(iii) Aon and each Aon Subsidiary has made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Aon and each Aon Subsidiary as required by the FCPA in all material respects;
(iv) Aon and each Aon Subsidiary has instituted policies and procedures designed to help ensure compliance with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force; and
(v) No officer, director, or employee of Aon or any Aon Subsidiary is a Government Official.
(b) Except as would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect, Aon and each Aon Subsidiary, any of their respective directors, officers, employees, and, to the knowledge of Aon, any person acting on behalf thereof, are and at all times within the past five (5) years have been in compliance in all material respects with Trade Controls. In the past five years, there have been no claims, complaints, charges, investigations, voluntary disclosures or proceedings under Trade Controls, and to the knowledge of WTW, there are no pending or threatened claims or investigations involving suspect or confirmed violations thereof, in each case, as wou...
FCPA and Anti-Corruption. Except for those matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Partnership Adverse Impact or except as set forth in Section 3.23 of the Partnership Disclosure Letter:
(a) in the last five (5) years, neither the General Partner, the Partnership nor any Partnership JV or Partnership Subsidiary, nor any director, officer, manager or employee (when acting in their role as director, officer, manager or employee) of such Person, or, to Partnership’s knowledge, any of its agents, representatives, contractors, sales intermediaries or other third party, in each case, acting on behalf of such Person, has violated, conspired to violate, or aided and abetted the violation of the FCPA or made a material violation of any other applicable Bribery Legislation (in each case to the extent applicable);
(b) neither General Partner, the Partnership nor any Partnership JV or Partnership Subsidiary, nor any director, officer, manager or employee of such Person, are, or in the past five (5) years have been, subject to any actual, pending, or, to the Partnership’s knowledge, threatened civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, other Proceedings, demand letters, settlements or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving General Partner, Partnership or any Partnership Subsidiary or Partnership JV in any way relating to applicable Bribery Legislation, including the FCPA and to the knowledge of General Partner, Partnership, or any Partnership Subsidiary, there are no circumstances reasonably likely to give rise to any such action, suit, demand, claim, hearing, notice of violation, investigation, other Proceeding, demand letter, settlement, enforcement action, or voluntary disclosure;
(c) in the last five (5) years, the General Partner, the Partnership and each Partnership JV and Partnership Subsidiary has made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership and each Partnership JV and Partnership Subsidiary as required by applicable Bribery Legislation in all material respects;
(d) the Partnership and each Partnership JV and Partnership Subsidiary has instituted policies and procedures reasonably designed to promote compliance with the FCPA and other applicable Bribery Le...
FCPA and Anti-Corruption. (a) None of the Company, its Subsidiaries, or, to the Company’s Knowledge, any Representative or Affiliate of the Company (in each case, acting in the capacity of a representative or agent of the Company or any of its Subsidiaries) or any other Person acting on behalf of the Company has directly or indirectly: (i) made any unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity and related in any way to the Company’s business; (ii) made any unlawful payment to any foreign or domestic government official or employee, foreign or domestic political party or campaign, official of any public international organization or official of any state-owned enterprise; (iii) violated any provision of, as applicable, (x) the Foreign Corrupt Practices Act of 1977 and the Anti-Kickback Act of 1986, each as amended, and (y) the Laws of each jurisdiction in which the Company and its Subsidiaries operate or have operated and in which any agent thereof is conducting or has conducted business involving the Company or any of its Subsidiaries that relates to bribery, corruption or money laundering (collectively, “Anti-Bribery Laws”); (iv) established or maintained any unlawful fund of corporate monies or other properties; or (v) made or proposed to make any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature, including to healthcare providers or those employed by any governmental institutions. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written communication from any Person that alleges any of the foregoing.
(b) None of the Company, its Subsidiaries or, to the Company’s Knowledge, any Representative or Affiliate of the Company (in each case, acting in the capacity of a representative or agent of the Company or any of its Subsidiaries) or any other Person acting on behalf of the Company, has been subject to any Actions or Judgments, or made any voluntary disclosures to any Governmental Authority, involving the Company in any way relating to applicable Anti-Bribery Laws.
FCPA and Anti-Corruption. Except for those matters which, individually or in the aggregate, have not had and would not reasonably be expected to result in material liability to Covidien or any of its Subsidiaries:
(i) neither Covidien nor any Covidien Subsidiary, nor any director, manager or employee of Covidien or any Covidien Subsidiary has in the last five years, in connection with the business of Covidien or any Covidien Subsidiary, itself or, to Covidien’s knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Covidien or any Covidien Subsidiary, taken any action in violation of the FCPA, since July 1, 2011 only, the Bribery Act, or other applicable Bribery Legislation (in each case to the extent applicable);
(ii) neither Covidien nor any Covidien Subsidiary, nor any director, manager or employee of Covidien or any Covidien Subsidiary, are, or in the past five years have been, subject to any actual, pending, or threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Relevant Authority, involving Covidien or any Covidien Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA and, since July 1, 2011 only, the Bribery Act;
(iii) Covidien and every Covidien Subsidiary have made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Covidien and every Covidien Subsidiary as required by the FCPA in all material respects;
(iv) Covidien and every Covidien Subsidiary has instituted policies and procedures reasonably designed to ensure compliance with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force; and
(v) no officer, director, or employee of Covidien or any Covidien Subsidiary is a Government Official.
FCPA and Anti-Corruption. Except for those matters which, individually or in the aggregate, would not reasonably be expected to have an Actavis Material Adverse Effect:
(i) neither Actavis nor any Actavis Subsidiary, nor any director, manager or employee of Actavis or any Actavis Subsidiary has in the last five (5) years, in connection with the business of Actavis or any Actavis Subsidiary, itself or, to Actavis’s knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Actavis or any Actavis Subsidiary, taken any action in violation of the FCPA, since 1 July 2011 the Bribery Act, or other applicable Bribery Legislation (in each case to the extent applicable);
(ii) neither Actavis nor any Actavis Subsidiary, nor any director, manager or employee of Actavis or any Actavis Subsidiary, are, or in the past five (5) years have been, subject to any actual, pending, or threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Relevant Authority, involving Actavis or any Actavis Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA and since 1 July 2011 only the Bribery Act;
(iii) Actavis and every Actavis Subsidiary have made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Actavis and every Actavis Subsidiary as required by the FCPA in all material respects; and
(iv) no officer, director, or employee of Actavis or any Actavis Subsidiary is a Government Official.
FCPA and Anti-Corruption. (i) Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Allergan Group, taken as a whole, neither Allergan nor any of its Subsidiaries, nor any director, manager or employee of Allergan or any its Subsidiary has, since January 1, 2014 in connection with the business of Allergan or any of its Subsidiaries, itself or, to the Allergan’s knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Allergan or any Subsidiary of Allergan, taken any action in violation of the FCPA or other applicable Bribery Legislation (in each case to the extent applicable).
(ii) Neither Allergan nor any of its Subsidiaries nor, to the knowledge of Allergan, any director, manager or employee of Allergan or any Allergan Subsidiary, are, or since January 1, 2014 have been, subject to any actual or pending or, to the knowledge of Allergan, threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving Allergan or any of its Subsidiaries in any way relating to applicable Bribery Legislation, including the FCPA.
(iii) Allergan and each of its Subsidiaries has made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect in all material respects the transactions and dispositions of the assets of Allergan and each of its Subsidiaries as required by the FCPA.
(iv) Allergan and each of its Subsidiaries has instituted policies and procedures reasonably designed to ensure compliance with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force.
(v) To the knowledge of Allergan, no officer, director, or employee of Allergan or any of its Subsidiaries is a Government Official.
(vi) Except for such failures of each of the following clauses (A) through (C) to be true and correct as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Allergan Group, taken as a whole, none of Allergan or any of its Subsidiaries, nor any of their respective directors, managers or employees (A) is a Sanctioned Person, (B) has, since January 1, 2014, engaged in, has any plan or commitment to engage in, direct or indirect dealings w...
FCPA and Anti-Corruption. To the Knowledge of the Sellers, since December 31, 2016, each of the Acquired Entities has complied in all material respects with all applicable anti-bribery laws, including the FCPA. No Acquired Entity nor, to the Knowledge of the Seller, any director, officer or Management-Level Employee of the Acquired Entities has, directly or indirectly, engaged in any Prohibited Act on behalf of the Company. No Acquired Entity has received written notice of any Proceedings or investigations alleging that such Acquired Entity is in violation of the FCPA or any other applicable anti-bribery laws or made any written voluntary disclosures to any Governmental Authority involving any Acquired Entity in any way relating to applicable anti-bribery laws, including the FCPA. No officer, director or employee of either Acquired Entity is a Government Official.
FCPA and Anti-Corruption. (a) Since December 3, 2010, neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, manager or employee of the Company or any Subsidiary, in connection with the business of the Company or any Subsidiary, itself or any of its agents, representatives, sales intermediaries, in each case, acting on behalf of the Company or any of its Subsidiaries, has taken any action in violation of the FCPA or other applicable anti-corruption or anti-bribery laws;
(b) Since December 3, 2010, neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, manager or employee of the Company or any Subsidiary has (i) been subject to any actual, pending, or threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions or (ii) made any voluntary disclosures to any Governmental Authority, involving the Company or any Subsidiary in any way relating to any applicable anti-corruption or anti-bribery laws; and
(c) Since December 3, 2010, the Company has made and kept, or has caused each of its Subsidiaries to make and keep, books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries as required by the FCPA in all material respects.
FCPA and Anti-Corruption. (i) Neither Fleetmatics nor any Fleetmatics Subsidiary, nor any director, manager or employee of Fleetmatics or any Fleetmatics Subsidiary has in the last five years, in connection with the business of Fleetmatics or any Fleetmatics Subsidiary, itself or, to Fleetmatics’ knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Fleetmatics or any Fleetmatics Subsidiary, taken any action in violation of the FCPA, since July 1, 2011 only, the Bribery Act, or other applicable Bribery Legislation (in each case to the extent applicable).
(ii) Neither Fleetmatics nor any Fleetmatics Subsidiary, nor any director, manager or employee of Fleetmatics or any Fleetmatics Subsidiary, are, or in the past five years have been, subject to any actual, pending, or threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Relevant Authority, involving Fleetmatics or any Fleetmatics Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA and, since July 1, 2011 only, the Bribery Act.
(iii) Fleetmatics and every Fleetmatics Subsidiary have made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Fleetmatics and every Fleetmatics Subsidiary as required by the FCPA in all material respects.
(iv) Fleetmatics and every Fleetmatics Subsidiary has instituted policies and procedures designed to ensure compliance with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force.
(v) No officer, director, or employee of Fleetmatics or any Fleetmatics Subsidiary is a Government Official.
