UNITED STATES FOREIGN CORRUPT PRACTICES ACT Sample Clauses

UNITED STATES FOREIGN CORRUPT PRACTICES ACT. Executive shall at all times comply with United States laws applicable to Executive's actions on behalf of Company, and/or any of its subsidiaries or affiliates, including specifically, without limitation, the United States Foreign Corrupt Practices Act, generally codified in 15 USC 78 (FCPA), as the FCPA may hereafter be amended, and/or its successor statutes. If Executive pleads guilty to or nolo contendere or admits civil or criminal liability under the FCPA or other applicable United States law, or if a court finds that Executive has personal civil or criminal liability under the FCPA or other applicable United States law, or if a court finds that Employee committed an action resulting in Company or any of its subsidiaries or affiliates having civil or criminal liability or responsibility under the FCPA or other applicable United States law with knowledge of the activities giving rise to such liability or knowledge of facts from which Executive should have reasonably inferred the activities giving rise to liability had occurred or were likely to occur, such action or finding shall constitute "cause" for termination under this Agreement unless (i) such action or finding was based on the activities of others and Executive had no personal involvement or knowledge of such activities, or (ii) Company's Board of Directors determines that the actions found to be in violation of the FCPA or other applicable United States law were taken in good faith and in compliance with all applicable policies of Company.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
UNITED STATES FOREIGN CORRUPT PRACTICES ACT. No Group Company nor any of the officers, employees, directors, representatives or agents thereof, is currently offering, promising, authorizing or making, directly or indirectly, payments or other inducements to any Foreign Official (as defined herein) in order to assist any Group Company to obtain or retain business for or with, or directing business to, any person, in any case in violation of the United States Foreign Corrupt Practices Act or other similar applicable laws. For the purposes of this Section 2.26, “Foreign Official” means an employee of a governmental or regulatory authority, a foreign official, a member of a foreign political party, a foreign political candidate, an officer of a public international organization, or an officer or employee of a state-owned enterprise, where the term “foreign” has the meaning ascribed to it under the United States Foreign Corrupt Practices Act.
Sample 1
UNITED STATES FOREIGN CORRUPT PRACTICES ACT. Consultant makes the following representations and warranties:
Sample 1
UNITED STATES FOREIGN CORRUPT PRACTICES ACT. None of the funds or assets of the Loan Parties that are used to pay any amount due pursuant to this Agreement or the other Loan Documents shall constitute funds obtained from transactions with or relating to Designated Persons or countries which are themselves the subject of comprehensive territorial sanctions under applicable Sanctions Laws.
Sample 1
UNITED STATES FOREIGN CORRUPT PRACTICES ACT. Licensee warrants and represents that Licensee understands the provisions of the Foreign Corrupt Practices Act (hereinafter referred to as "FCPA") and shall comply with its terms as well as any provisions of local law or corporate policy and procedure. Licensee further warrants and represents that none of Licensee's principals, staff, officers or key employees are government officials, candidates of political parties, or other persons who might assert influence on the Licensor's behalf. Licensee further warrants and represents that Licensee will make annual certifications of its compliance with the FCPA, local law and the Licensor's corporate policies and procedures.
Sample 1
UNITED STATES FOREIGN CORRUPT PRACTICES ACT. (a) The Company must ensure that, and each Shareholder must use its reasonable endeavours to ensure that, neither:
Sample 1
UNITED STATES FOREIGN CORRUPT PRACTICES ACT. Nippon Kayaku Co., Ltd. (Distributor) BioSphere Medical, Inc. (“BioSphere”) takes pride in its relationships with government agencies and officials and with political parties, leaders and candidates around the world. Therefore, all transactions relating to BioSphere products must be conducted in a manner reflecting well upon the reputation, integrity and good business practices of BioSphere. To that end, BioSphere’s Code of Business Conduct and Ethics requires compliance with all applicable laws. In particular, this includes compliance with the U.S. Foreign Corrupt Practices Act (“FCPA”) and similar anti-bribery laws. Generally speaking, the FCPA is a criminal law that prohibits bribery of foreign (i.e., non-U.S.) officials — that is, corrupt payments to government officials made to affect a decision or improperly secure an advantage. The FCPA and other U.S. laws also require adequate record keeping that accurately and fairly reflects all transactions. The FCPA is aimed at ensuring that U.S. companies and their business partners that are competing in foreign territories succeed on the basis of merit rather than through corrupt payments or other benefits to government officials. The activities intended to be prevented under the FCPA usually are in the nature of kickbacks, bribes or payoffs involving government officials. Government officials may include doctors and others who are affiliated with state-owned or operated hospitals and similar institutions. Although payments to officials or their agents may be customary and even expected within some countries, such payments may nevertheless violate the FCPA. Furthermore, please note that any form of bribery—even one that does not involve a government official and would not contravene the FCPA—is improper and inconsistent with BioSphere’s standards for always doing business ethically. BioSphere has always enjoyed good working relationships with its distributors in competing successfully in markets around the world. The foundation of such a successful relationship is an assurance that independent third parties conducting business on BioSphere’s behalf will represent BioSphere in a manner that is consistent with our commitment to integrity and the law. While your distributor agreement with BioSphere already requires compliance with all laws, I wanted to remind you in particular of the FCPA and similar laws, as BioSphere could be held liable under U.S. or other similar laws if an independent third party acting on ...
Sample 1
AutoNDA by SimpleDocs
UNITED STATES FOREIGN CORRUPT PRACTICES ACT. Licensee warrants and represents that Licensee understands the provisions of the Foreign Corrupt Practices Act (hereinafter referred to as "FCPA") and shall comply with its terms as well as any provisions of local law or corporate policy and procedure. Licensee further warrants and represents that none of Licensee's principals, staff officers or key employees are government officials, candidates of political parties, or other persons who might assert influence on the Licensor's behalf. Licensee further warrants and represents that Licensee will make annual certifications of its compliance with the FCPA, local law and the Licensor's corporate policies and procedures.
Sample 1
UNITED STATES FOREIGN CORRUPT PRACTICES ACT. Each of Licensee and REAL D (each, a “Party”) makes the following representations and warranties:
Sample 1

Related to UNITED STATES FOREIGN CORRUPT PRACTICES ACT

  • Foreign Corrupt Practices Act None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

  • Foreign Corrupt Practices Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

  • Corrupt Practices Neither the Company nor, to the Company’s knowledge, any other person associated with or acting on behalf of the Company, including without limitation any director, officer, agent or employee of the Company or its Subsidiaries has, directly or indirectly, while acting on behalf of the Company or its Subsidiaries (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds, (iii) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended or (iv) made any other unlawful payment.

  • Foreign Corrupt Practices and International Trade Sanctions Neither the Company nor any Company Subsidiary, nor any of their respective directors, officers, agents, employees or any other persons acting on their behalf (i) has violated the Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1 et seq., as amended, or any other similar applicable foreign, federal, or state legal requirement, (ii) has made or provided, or caused to be made or provided, directly or indirectly, any payment or thing of value to a foreign official, foreign political party, candidate for office or any other person knowing that the person will pay or offer to pay the foreign official, party or candidate, for the purpose of influencing a decision, inducing an official to violate their lawful duty, securing any improper advantage, or inducing a foreign official to use their influence to affect a governmental decision, (iii) has paid, accepted or received any unlawful contributions, payments, expenditures or gifts, (iv) has violated or operated in noncompliance with any export restrictions, money laundering law, anti-terrorism law or regulation, anti-boycott regulations or embargo regulations, or (v) is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department.

  • Corrupt Practices Legislation Neither the Company nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents acting on behalf of the Company or any of its Subsidiaries or affiliates, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiary, including Canada’s Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary or affiliate in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or its Subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.

  • United States laws (a) In this Subclause:

  • Anti-Corruption Laws and Sanctions The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

  • United States Law The determination of whether Information and Inventions are conceived, discovered, developed or otherwise made by a Party for the purpose of allocating proprietary rights (including Patent, copyright or other intellectual property rights) therein, shall, for purposes of this Agreement, be made in accordance with applicable United States law.

  • Anti-Corruption Laws; Sanctions Conduct its businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!