Anti-Corruption; Sanctions. Each Credit Party shall comply with and cause its Subsidiaries to comply with, and maintain in effect and enforce, policies and procedures designed to ensure compliance by each Credit Party, their Subsidiaries, and their respective directors, officers, employees and agents with Anti-Corruption Laws and Sanctions. Each Credit Party will not use the proceeds of any Loan, and will not allow such proceeds to be used (to such Credit Party’s knowledge after due care and inquiry) in any way that will violate any Anti-Corruption Laws or Sanctions.
Anti-Corruption; Sanctions. (a) Neither the Company nor any Company Subsidiary, nor any of their respective directors, officers or employees, nor, to the knowledge of the Company, any other Person acting on behalf of the Company or any Company Subsidiary, has, at any time during the past five (5) years, taken any action in violation of the FCPA or other applicable Bribery Legislation (in each case to the extent applicable). Neither the Company nor any Company Subsidiary, nor any of their respective directors, officers or employees, are, or at any time during 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 the Company or any Company Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA. The Company and each Company 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 Company and each Company Subsidiary as required by the FCPA in all material respects. The Company and each Company 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. No officer, director, or employee of the Company or any Company Subsidiary is a Government Official.
Anti-Corruption; Sanctions. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Parent Subsidiary, nor any of their respective directors, officers or employees, nor, to the knowledge of Parent, any other Person acting on behalf of Parent or any Parent Subsidiary, has, at any time during the past five (5) years, taken any action in violation of the FCPA or other applicable Bribery Legislation (in each case to the extent applicable), (ii) neither Parent nor any Parent Subsidiary, nor any of their respective directors, officers or employees, are, or at any time during 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, (iii) 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, (iv) Parent and each Parent 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 Parent or any Parent Subsidiary is a Government Official.
Anti-Corruption; Sanctions. (a) Since June 3, 2020, to the knowledge of Sodium, neither Sodium, nor any of its Subsidiaries, nor any director, officer, employee, or agent of Sodium or any of its Subsidiaries has violated any Anti-Corruption Laws, Sanctions or Trade Controls in any material respect or engaged in a transaction or dealing, directly or indirectly, with, involving, or for the benefit of a Sanctioned Country or Sanctioned Person in material violation of Sanctions.
Anti-Corruption; Sanctions. UNI shall comply and cause each of its Affiliates and UNI Third Party Service Providers to take action to enable Bank to comply in all material respects with all applicable Anti-Corruption Laws and Sanctions. UNI shall provide notice to Bank, within five (5) Business Days of UNI’s receipt, of any written notice of any Anti-Corruption Law or Sanctions violation or action involving UNI or any of its Affiliates or UNI Third Party Service Providers, to the extent the giving of such notice to Bank is permitted by Applicable Laws.
Anti-Corruption; Sanctions. (a) None of the Borrower, any Restricted Subsidiary, any of their respective directors or officers, nor, to the knowledge of the Borrower or its Restricted Subsidiaries, agent, employee or Affiliate of the Borrower or any Restricted Subsidiary is, or is owned or controlled by, a Sanctioned Person; and the Borrower will not directly or, to the knowledge of the Borrower or its Subsidiaries, indirectly use the proceeds of the Loans for the purpose of financing the activities of any Sanctioned Persons, or in any Sanctioned Territory.
Anti-Corruption; Sanctions. (a) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, none of Group Companies, or, to the Company’s Knowledge, any of their Representatives or any other Persons, in each case to the extent acting or purporting to act for and on behalf of any of the Group Companies, is or has been, since December 31, 2018, (i) a Person named on any Sanctions Laws-related or Export Control Laws-related list of designated Persons; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions Laws; (iii) an entity owned, directly or indirectly, individually or in the aggregate, 50% or more by one or more Persons described in clauses (i) or (ii); (iv) transacting business with or on behalf of any Person described in clauses (i) – (iii) or any country or territory described in clause (ii) in violation of Sanctions Laws; or (v) otherwise in violation of Sanctions Laws or Export Control Laws.
Anti-Corruption; Sanctions. Conduct its businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bxxxxxx 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.
Anti-Corruption; Sanctions. (a) In the past five (5) years, Foamix has at all times complied with, and is currently in compliance with, the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the Israeli Penal Law of 1977 (the “Penal Law”), the UK Bribery Act of 2010 (“UK Bribery Law”), all national and international laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions (“OECD Convention”) and any other applicable anti-corruption Law. In the past five years, none of Foamix, the Foamix Subsidiary or any of their respective directors, officers, employees, or, to the Knowledge of Foamix, Representatives acting on behalf of Foamix or the Foamix Subsidiary, has corruptly offered, authorized, promised, paid or received, directly, or to the Knowledge of Foamix, indirectly, any bribes, kickbacks or other similar improper or illegal payments, offers or transfers of anything of value, regardless of form or amount, to or from any Person, in connection with obtaining or retaining business or to secure an improper advantage, nor to the Knowledge of Foamix, has Foamix or the Foamix Subsidiary made any false, fictitious or misleading entries in its books and records relating to the same. Except as set forth on Section 3.19 of the Foamix Disclosure Letter, no current director or officer of Foamix or the Foamix Subsidiary is or has been an official of any non-U.S. Governmental Entity, an official of a non-U.S. political party or a candidate for political office outside of the United States. Neither Foamix nor the Foamix Subsidiary is, or has been in the past five (5) years, under administrative, civil, or criminal investigation, indictment, suspension, debarment, or audit by any Governmental Entity in connection with alleged or possible violations of the FCPA or any other applicable anti-corruption Law.
Anti-Corruption; Sanctions. (a) In the past five (5) years, Menlo has at all times complied with, and are currently in compliance with, the FCPA and any other applicable anti-corruption Law. In the past five (5) years, none of Menlo or any of its directors, officers, employees, or, to the Knowledge of Menlo, Representatives acting on behalf of Menlo, has corruptly offered, authorized, promised, paid or received, directly or to the Knowledge of Menlo, indirectly, any bribes, kickbacks or other similar improper or illegal payments, offers or transfers of anything of value, regardless of form or amount, to or from any Person, in connection with obtaining or retaining business or to secure an improper advantage, nor to the Knowledge of Menlo, has Menlo made any false, fictitious or misleading entries in its books and records relating to the same. Except as set forth on Section 4.19(a) of the Menlo Disclosure Letter, no current director or officer of Menlo is or has been an official of any non-U.S. Governmental Entity, an official of a non-U.S. political party or a candidate for political office outside of the United States. Menlo is not, and has not been in the past five (5) years, under administrative, civil, or criminal investigation, indictment, suspension, debarment, or audit by any Governmental Entity, in connection with alleged or possible violations of the FCPA or any other applicable anti-corruption Law.
