Foreign Corrupt Practices Act; Export Control Laws Sample Clauses

Foreign Corrupt Practices Act; Export Control Laws. Since December 31, 2013, in each case in respect of the Business, none of the Sellers or any of their Affiliates, nor any of their respective officers, directors, or employees, nor, to the Sellers’ Knowledge, any of their respective agents, distributors, or other person associated with or acting on their behalf has, directly or indirectly, (i) taken any action which would cause it to be in violation of the following laws, but only to the extent that such laws are by their terms applicable to such actions: (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (b) the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, (c) any Law implementing the Organization for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business or any rules or regulations thereunder or (d) any anti-corruption or anti-bribery law; (ii) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (iii) made, offered or authorized any unlawful payment to foreign or domestic government officials or employees, whether directly or indirectly; or (iii) made, offered or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly. Except as set forth on Disclosure Schedule 3.22, in respect of the Business, none of the Sellers nor any of their Affiliates, nor any of their respective officers, directors, or employees, nor, to the Sellers’ Knowledge, any agent, distributor or other third-party representative acting on behalf of the Sellers or any of their Affiliates is or, since December 31, 2013, has been (A) the subject or target of applicable economic or trade sanctions or export denial orders or restrictions administered by the U.S. Department of Treasury Office of Foreign Assets Control, the U.S. Department of Commerce Bureau of Industry and Security, HM Treasury of the United Kingdom, the European Union, the United Nations, or any other relevant Governmental Authority (collectively, “Sanctions Laws”); (B) organized, resident or located in Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine, in each case, in violation of Sanctions Laws; (C) engaging in any transactions or dealings in violation of applicable export, import, reexport, and transfer controls, including, without limitation, the Export Administration Regulations and the EU Dual Use Regulation (collectively, “Ex-Im ...

Foreign Corrupt Practices Act; Export Control Laws. (a) The Company is in compliance in all material respects with all applicable laws under (i) the Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, et seq.) and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such Convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti-corruption and bribery laws (i.e., of foreign countries) (collectively, the “Anti-Bribery Laws”), and, in the past 6 years, the Company has not received any written, or in the past 3 years, to the Company’s knowledge oral, communication that alleges that the Company or any representative or sales consultant thereof is, or may be, in violation of, or has, or may have, any material liability under, the Anti-Bribery Laws. (b) The Company does not have any pending or anticipated disclosures to any Governmental Authority for potential violations of any Anti-Bribery Laws. There have been no potential violations of Anti-Bribery Laws that have been discovered by or brought to the attention of the Company in the past five years. (c) The Company is in compliance in all material respects with all Export Control Laws and has not received any written communication that alleges that the Company is not, or may not be, in compliance with, or is, or may become, subject to actions under the Export Control Laws. The representations and warranties set forth in this Section 9.23 shall constitute the only representations and warranties by the Company with respect to Anti-Bribery Laws and Export Control Laws.

Foreign Corrupt Practices Act; Export Control Laws. Neither the Company nor any Subsidiary (including any of their officers or directors) has taken any action which would cause it to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, any rules or regulations thereunder or any similar Law relating to bribery or improper influence. The Company and each Subsidiary is currently conducting, and have at all times since their inception conducted, their respective businesses in compliance in all material respects with and not in violation of any export control Law, trade embargo or the anti-boycott provisions of any applicable Law.

Foreign Corrupt Practices Act; Export Control Laws. (a) Neither the Company nor, to the Company’s Knowledge, any Company Personnel or other person acting on behalf of or in the name of the Company with authority granted by the Company to do so has: (i) offered or used any corporate funds, directly or indirectly, for any unlawful contribution, gift, entertainment or other unlawful expense; (ii) offered or made a direct or indirect unlawful payment or conveyance of something of value to any U.S. or non-U.S. government official, employee or political candidate or established or maintained any unlawful or unrecorded funds; (iii) violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Anti-Bribery Act of 2010 or any similar Laws including those concerning unlawful payments or gifts in any jurisdiction (collectively, “Anti-Bribery Laws”);