Certain Conduct; Sanctions Sample Clauses
Certain Conduct; Sanctions. (a) None of the Entities or any of their Affiliates, nor any director, officer or employee of the Entities or any of their Affiliates, nor any agent, representative or other Person acting or purporting to act for the benefit of or on behalf of the Entities or any of their Affiliates, to the Knowledge of Seller, (i) has violated any provision of the FCPA, the Mexican Federal Anticorruption Law (Ley Federal Anticorrupción en Contrataciones Públicas), the Mexican Federal Criminal Code (Código Penal Federal), the Criminal Codes of the several states of Mexico or any other applicable Law that prohibits corruption, bribery or any of the foregoing actions, (ii) has been investigated by a Governmental Authority, or been the subject of any allegation, with respect to conduct within the scope of clause (i) above, (iii) will use all or any portion of the amounts paid by Purchaser hereunder in a manner that may violate any provision of the FCPA, the Mexican Federal Anticorruption Law (Ley Federal Anticorrupción en Contrataciones Públicas), the Mexican Federal Criminal Code (Código Penal Federal), the Criminal Codes of the several states of Mexico or any other applicable Law that prohibits corruption, bribery or any of the foregoing actions or (iv) is a “foreign official” within the meaning of the FCPA.
(b) The accounting books and records of the Entities and their Affiliates accurately and fairly reflect in all material respects the transactions and the dispositions of assets of each of those entities in reasonable detail and the Entities and their Affiliates maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the Entities comply with the Laws referenced in Section 5.22(a). The Entities and their Affiliates have instituted and maintain policies and procedures in relation to business conduct and ethics that are, to the Knowledge of Seller, reasonably designed to prevent or detect any conduct of business of the Entities involving the actions described in clause (i) of S...
Certain Conduct; Sanctions. Neither HoldCo Seller nor any of either of their Affiliates, nor any Person listed in Article 4°, § 2° of Brazilian Law No. 12,846, dated August 1, 2013, as amended (in respect of such HoldCo Seller or any of its Affiliates), nor any director, officer, agent, representative or employee of, or other Person associated with or acting on behalf or for the benefit of or purporting to act on behalf of, any of the foregoing entities, (A) has, in connection with any act on behalf of or for the benefit of or purporting to act for or on behalf of ESC, directly or indirectly in violation of Law (w) made, offered or promised to make, or authorized the making of, any payment or provision of anything of value or advantage to any Person, (x) given, offered or promised to give, or authorized the giving of, any gift, benefit, political or charitable contribution or any other thing, service or benefit of value or advantage to any Person, (y) requested or received any unlawful payment, gift, benefit, political or charitable contribution or other unlawful thing of value or advantage or (z) violated any provision of the Covered Laws; (B) has been or is being investigated by a Governmental Authority with respect to conduct within the scope of clause (A) above; (C) will directly or indirectly use all or any portion of the amounts to be delivered by Buyer hereunder (x) for or in connection with or in furtherance of the making, offering or promising to make, or the authorization of the making of any unlawful payment or provision of anything of value or advantage to any Person; (y) for or in connection with or in furtherance of the giving, offering or promising to give, or the authorization of the giving of any unlawful gift, benefit, political or charitable contribution or other unlawful thing of value to any Person; or (z) in a manner that would violate any provision of any Covered Law in any material respect; or (D) is a “foreign official” within the meaning of the FCPA.