Common use of Foreign Corrupt Practices Act and Money Laundering Laws Clause in Contracts

Foreign Corrupt Practices Act and Money Laundering Laws. ‌ (a) None of the Seller Group or, to the knowledge of the Seller, any director, officer, agent, employee, affiliate or other person acting on behalf of the Seller is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the Corruption of Foreign Public Officials Act (Canada), as amended (the “CFPOA”), or the similar laws of any other jurisdiction applicable to the Seller Group, as applicable (collectively, the “Anti-Corruption Laws”) and the Seller Group has conducted its business in compliance with the Anti-Corruption Laws and has instituted and maintains policies and procedures designed to ensure continued compliance therewith.‌ (b) There are no proceedings under any Anti-Corruption Laws pending against the Seller Group or, to the knowledge of the Seller, threatened against or affecting the Seller Group. (c) The operations of the Seller Group are, and have been conducted at all times in compliance with the financial record-keeping and reporting requirements of anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority to which the Seller Group is subject, as applicable, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)(the “PCMLTFA”) (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Authority or body or arbitrator involving the Seller Group with respect to the Money Laundering Laws is pending or, to the knowledge of the Seller, threatened.‌ (d) There are no proceedings under any Money Laundering Laws pending against the Seller Group or, to the knowledge of the Seller, threatened against or affecting the Seller Group. (e) Neither the Seller Group nor, to the knowledge of the Seller, any employee or agent of the Seller Group, nor any other person acting on behalf of the Seller Group, has made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, United States or state governmental officer or official, or other person charged with similar public or quasi-public duties other than payments required or permitted by applicable laws.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Foreign Corrupt Practices Act and Money Laundering Laws. (a) None of the Seller Group Torrent or, to the knowledge of the SellerTorrent, any director, officer, agent, employee, affiliate or other person acting on behalf of the Seller Torrent is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the Corruption of Foreign Public Officials Act (Canada), as amended (the “CFPOA”), or the similar laws of any other jurisdiction applicable to the Seller Group, as applicable Torrent (collectively, the “Anti-Corruption Laws”) and the Seller Group Torrent has conducted its business in compliance with the Anti-Corruption Laws and has instituted and maintains policies and procedures designed to ensure continued compliance therewith.‌therewith. (b) There are no proceedings under any Anti-Corruption Laws pending against the Seller Group Torrent or, to the knowledge of the SellerTorrent, threatened against or affecting the Seller GroupTorrent. (c) The operations of the Seller Group Torrent are, and have been conducted at all times in compliance with the financial record-keeping and reporting requirements of anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority to which the Seller Group Torrent is subject, as applicable, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)(the Canada) (the “PCMLTFA”) (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Authority or body or arbitrator involving the Seller Group Torrent with respect to the Money Laundering Laws is pending or, to the knowledge of the SellerTorrent, threatened.‌threatened. (d) There are no proceedings under any Money Laundering Laws pending against the Seller Group Torrent or, to the knowledge of the SellerTorrent, threatened against or affecting the Seller GroupTorrent. (e) Neither the Seller Group Torrent nor, to the knowledge of the SellerTorrent, any employee or agent of the Seller GroupTorrent, nor any other person acting on behalf of the Seller GroupTorrent, has made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, United States or state governmental officer or official, or other person charged with similar public or quasi-public duties other than payments required or permitted by applicable laws.

Appears in 1 contract

Samples: Asset Purchase Agreement

Foreign Corrupt Practices Act and Money Laundering Laws. ‌ (a) None of the Seller Group Buyer or, to the knowledge of the SellerBuyer, any director, officer, agent, employee, affiliate or other person acting on behalf of the Seller Buyer is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the United States Foreign Corrupt Practices Act of 1977, as amended, Anti- Corruption Laws and the rules and regulations thereunder, the Corruption of Foreign Public Officials Act (Canada), as amended (the “CFPOA”), or the similar laws of any other jurisdiction applicable to the Seller Group, as applicable (collectively, the “Anti-Corruption Laws”) and the Seller Group Buyer has conducted its business in compliance with the Anti-Anti- Corruption Laws and has instituted and maintains policies and procedures designed to ensure continued compliance therewith.‌ (b) There are no proceedings under any Anti-Corruption Laws pending against the Seller Group Buyer or, to the knowledge of the SellerBuyer, threatened against or affecting the Seller GroupBuyer. (c) The operations of the Seller Group Buyer are, and have been conducted at all times in compliance with the financial record-keeping and reporting requirements of anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority to which the Seller Group Buyer or EMX is subject, as applicable, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)(the “PCMLTFA”) (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Authority or body or arbitrator involving the Seller Group Buyer with respect to the Money Laundering Laws is pending or, to the knowledge of the SellerBuyer, threatened.‌threatened. (d) There are no proceedings under any Money Laundering Laws pending against the Seller Group Buyer or, to the knowledge of the SellerBuyer, threatened against or affecting the Seller GroupBuyer. (e) Neither the Seller Group Buyer nor, to the knowledge of the SellerBuyer, any employee or agent of the Seller GroupBuyer, nor any other person acting on behalf of the Seller GroupBuyer, has made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, United States or state governmental officer or official, or other person charged with similar public or quasi-public duties other than payments required or permitted by applicable laws.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Foreign Corrupt Practices Act and Money Laundering Laws. (a) None of the Seller Group Buyer or, to the knowledge of the SellerBuyer, any director, officer, agent, employee, affiliate or other person acting on behalf of the Seller Buyer is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the Corruption of Foreign Public Officials Act (Canada), as amended (the “CFPOA”), ) or the similar laws of any other jurisdiction applicable to the Seller GroupSeller, as applicable (collectively, the “Anti-Corruption Laws”) ), and the Seller Group Buyer has conducted its business in compliance with the Anti-Corruption Laws and has instituted and maintains policies and procedures designed to ensure continued compliance therewith.‌therewith. (b) There are no proceedings or investigations under any Anti-Corruption Laws pending against the Seller Group Buyer or, to the knowledge of the SellerBuyer, threatened against or affecting the Seller GroupBuyer. (c) The operations of the Seller Group Buyer are, and have been conducted at all times in compliance with the financial record-keeping and reporting requirements of anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority Authority, to which the Seller Group Buyer is subject, as applicable, including the Proceeds of Crime (Money Money-Laundering) and Terrorist Financing Act (Canada)(the “PCMLTFA”Canada) (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Authority or body or arbitrator involving the Seller Group Buyer with respect to the Money Laundering Laws is pending or, to the knowledge of the SellerBuyer, threatened.‌threatened or under investigation. (d) There are no proceedings or investigations under any Money Laundering Laws pending against the Seller Group Buyer or, to the knowledge of the SellerBuyer, threatened against or affecting the Seller GroupBuyer. (e) Neither the Seller Group Buyer nor, to the knowledge of the SellerBuyer, any employee or agent of the Seller GroupBuyer, nor any other person acting on behalf of the Seller GroupBuyer, has made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, United States or state governmental officer or official, or other person charged with similar public or quasi-public duties other than payments required or permitted by applicable laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nouveau Monde Graphite Inc.)

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