Anti-Bribery Sample Clauses
An Anti-Bribery clause prohibits parties to a contract from engaging in bribery or corrupt practices in connection with the agreement. It typically requires all parties to comply with applicable anti-bribery laws and may obligate them to implement internal controls or report any suspected violations. This clause serves to protect both parties from legal and reputational risks by ensuring ethical conduct and compliance with anti-corruption regulations.
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Anti-Bribery. Neither the Company nor any of the Subsidiaries has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referre...
Anti-Bribery. (a) Supplier shall: (i) comply with all applicable Law s relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (v) promptly report to Buyer any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2
Anti-Bribery. (1) In this Section, Anti-Bribery Laws means the any anti-corruption, anti-bribery or anti-kickback laws or regulations of the laws in the country where the Software is being provided (the “Country Laws”), the Bribery Act and/or the FCPA; Associated Person means in relation to any entity, a person who (by reference to all the relevant circumstances) provides Software for or on that entity's behalf in any capacity and including, without limitation, employees, agents, subsidiaries, representatives and subcontractors; Bribery Act means the UK Bribery Act 2010 (as amended from time to time); and FCPA means the US Foreign Corrupt Practices Act 1977 (as amended from time to time).
(2) Customer shall not, and shall procure that its Associated Persons do not, in connection with the performance of its obligations under the Contract, engage in any activity which (i) constitutes an offence under Country Laws; (ii) would constitute an offence under the FCPA if it were carried out in the US; or (iii) would constitute an offence under the Bribery Act if it were carried out in the UK.
(3) Breach of this Section shall constitute a breach not capable of remedy and, without prejudice to any other remedy, entitle Alaris to terminate the Contract immediately. (4) Customer shall from time to time, at the reasonable request and reasonable cost of ▇▇▇▇▇▇: (i) confirm in writing that it has complied with its obligations under this Section and provide any information reasonably requested by ▇▇▇▇▇▇ in support of such compliance; and (ii) permit Alaris to have such access to Customer's books, accounts and records (and to take such copies thereof) as reasonably necessary in order to verify compliance with this Section, and to meet with Customers’ personnel as are relevant to the Contract to audit such compliance.
Anti-Bribery. The Parties to this Agreement shall comply with all applicable anti-bribery and corruption laws and regulations in India, including but not limited to the Prevention of Corruption Act, 1988, and the Foreign Corrupt Practices Act.
Anti-Bribery. None of Parent or any of its Subsidiaries nor any of their respective directors, officers, employees or, to Parent’s Knowledge, agents or any other Person acting on its behalf has directly or indirectly made any bribes, rebates, payoffs, influence payments, kickbacks, illegal payments, illegal political contributions, or other payments, in the form of cash, gifts, or otherwise, or taken any other action, in violation of Anti-Bribery Laws. Neither Parent nor any of its Subsidiaries is or has been the subject of any investigation or inquiry by any Governmental Body with respect to potential violations of Anti-Bribery Laws.
Anti-Bribery. Each Party represents that in the execution of this Agreement and in the performance of its obligations under this Agreement it has complied and will comply with all applicable anti-bribery Laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar applicable Laws.
Anti-Bribery. None of the Company nor any of its directors, officers, employees or, to the Company’s Knowledge, agents or any other Person acting on their behalf (in each in their respective capacities as such) has directly or indirectly made any bribes, rebates, payoffs, influence payments, kickbacks, illegal payments, illegal political contributions, or other payments, in the form of cash, gifts, or otherwise, or taken any other action, in violation of the Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 or any other anti-bribery or anti-corruption Law (collectively, the “Anti-Bribery Laws”). The Company is not, nor has ever been, the subject of any investigation or inquiry by any Governmental Body with respect to potential violations of Anti-Bribery Laws.
Anti-Bribery. The Contractor certifies that, to the Contractor’s best knowledge, neither the Contractor; nor (if the Contractor is a corporation or partnership) any of its officers, directors, partners, or controlling stockholders; nor any employee of the Contractor who is directly involved in the business’s contracting activities, has been convicted of bribery, attempted bribery, or conspiracy to bribe under the laws of any state or of the United States.
Anti-Bribery. Each party represents and warrants that (i) in connection with this Agreement, it has not and will not make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, to any official of any government or any agency or instrumentality thereof and (ii) it will comply in all respects with the Foreign Corrupt Practices Act, UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or any similar local laws.
Anti-Bribery. 3.1 Each Party shall ensure that it and persons associated with it or other persons who are performing Services in connection with this User Agreement shall:
(a) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (“Relevant Requirements”);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ if such activity, practice or conduct had been carried out in the UK;
(c) not do, or omit to do, any act that will cause or lead MedCo to be in breach of any of the Relevant Requirements or Relevant Policies.
(d) immediately report to MedCo any request or demand for any undue financial or other advantage of any kind received by the DME in connection with the performance of this User Agreement;
(e) have and shall maintain in place throughout the term of this User Agreement its own policies and procedures, including but not limited to adequate procedures under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ("the Relevant Policies"), to ensure compliance with the Relevant Requirements, the Relevant Policies and Schedule 2, Clause 3.1(b) and will enforce them where appropriate.
3.2 The DME, if requested, shall provide MedCo with any reasonable assistance, at the DME’s reasonable cost, to enable MedCo to perform any activity required by any relevant government or agency in any jurisdiction for the purpose of compliance with any of the Relevant Requirements
3.3 The DME shall immediately notify MedCo if, at any time during the term of this User Agreement, its circumstances, knowledge or awareness changes such that it would not be able to warrant its compliance with the obligations in Schedule 2, Clause 3.1 at the relevant time.
3.4 For the purpose of Schedule 2, Clause 3, the meaning of “adequate procedures” and “foreign public official” and whether a person is associated with another person shall be determined in accordance with section 7(2) of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
3.5 Regardless of any other provision in this User Agreement, MedCo shall not be obliged to, or omit to do any act which would, in its reasonable opinion put it in breach of any of the Relevant Requirements.