Certain Business Practices. (a) Neither the Company, nor, to the Knowledge of the Company, any of its Representatives acting on its behalf has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to government officials or employees, to political parties or campaigns or violated any provision of the applicable bribery Laws or (iii) made any other unlawful payment in violation of applicable bribery Laws. Neither the Company, nor, to the Knowledge of the Company, any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist the Company in connection with any actual or proposed transaction. (b) To the Knowledge of the Company, the operations of the Company are and have been conducted at all times in material compliance with money laundering Laws in all applicable jurisdictions, and no Action involving the Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened in writing. (c) Neither the Company, nor, to the Knowledge of the Company, any of its directors, officers or employees acting on behalf of the Company, is currently identified on the specially designated nationals or other blocked person list, and the Company has not, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal years.
Appears in 4 contracts
Sources: Business Combination Agreement (Mountain Lake Acquisition Corp.), Business Combination Agreement (Dynamix Corp), Business Combination Agreement (Tlgy Acquisition Corp)
Certain Business Practices. (a) Neither the Company, nor, to the Knowledge of the Company, No Company Shareholder or any of its Representatives Affiliates acting on its behalf has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable bribery Laws Foreign Corrupt Practices Act of 1977 or similar law of any other jurisdiction, or (iii) made any other unlawful payment in violation of applicable bribery Lawspayment. Neither the Company, nor, to the Knowledge of the Company, No Company Shareholder or any of its Representatives Affiliates acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist the Company in connection with any actual or proposed transaction.
(b) To The operations of each Company Shareholder and, to the Knowledge knowledge of any such Company Shareholder, the Company, the operations of the Company are and have been conducted at all times in material compliance with money laundering Laws statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity in all material respects, and no Action action involving the Company Shareholder or Company with respect to the any of the foregoing is pending or, to the Knowledge knowledge of the CompanyCompany Shareholder, threatened in writingthreatened.
(c) Neither No Company Shareholder or, if the Company, nor, to the Knowledge of the CompanyCompany Shareholder is not an individual, any of its directorsdirectors or officers, officers or employees or, to the knowledge of the Company Shareholder, any other Person acting on the Company Shareholder’s behalf of the Company, is currently identified on the specially designated nationals or other blocked person listlist or otherwise currently subject to any Sanctions, and or is located, organized, or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory, or will, directly, or indirectly, use the proceeds of any offering of securities of the Company has not, directly or knowingly indirectly, used any fundsParent, or loanedlend, contributed contribute, or otherwise made make available such funds proceeds to any other Person, Person in connection with any sales or operations manner that would result in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in a violation of any U.S. sanctions administered by OFAC Sanctions or result in the last five (5) fiscal yearsimposition of Sanctions against such Person.
Appears in 4 contracts
Sources: Business Combination Agreement (Numberbubble, S.A.), Business Combination Agreement (Schwarz Jeffrey E), Business Combination Agreement (Fusion Fuel Green LTD)
Certain Business Practices. (a) Neither the No Acquired Company, nor, to the Knowledge of the Company, nor any of its their respective Representatives acting on its behalf their behalf, in their capacity as such, has in the last five (5) years (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, activity or (ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the applicable bribery Laws or (iii) made any other unlawful payment in violation Foreign Corrupt Practices Act of applicable bribery Laws1977. Neither the No Acquired Company, nor, to the Knowledge of the Company, nor any of its their respective Representatives acting on its behalf their behalf, in their capacity as such, has directly or indirectly, given or agreed to give any unlawful gift or similar unlawful benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the any Acquired Company or assist the any Acquired Company in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the The operations of the each Acquired Company are and have in the last five (5) years been conducted at all times in material compliance with money anti money-laundering Laws statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any relevant Governmental Authority, and no Action involving the an Acquired Company with respect to the any of the foregoing is pending or, to the Knowledge knowledge of the Company, threatened in writingthreatened.
(c) Neither the CompanyNo Acquired Company or any of their respective directors or officers, noror, to the Knowledge knowledge of the Company, any of its directors, officers or employees other Representative acting on behalf of the Company, an Acquired Company is currently identified on the specially designated nationals Specially Designated Nationals and Blocked Persons List (“SDN List”) or other blocked person listpersons list or otherwise the target of U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and no Acquired Company has, to the Company has notknowledge of the Company, directly or knowingly indirectlyin the last five (5) years, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any country or territory which is the target of countrywide economic sanctions administered by OFAC (currently the Crimea region of Ukraine, Cuba, Iran, North Korea, Korea or Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine ) or for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions included on the SDN List administered by OFAC in the last five (5) fiscal yearsOFAC.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (Thunder Bridge Acquisition LTD), Agreement and Plan of Merger (Thunder Bridge Acquisition LTD), Agreement and Plan of Merger (Thunder Bridge Acquisition LTD)
Certain Business Practices. (a) Neither the Company, nor, to the Knowledge of the Company, nor any of its their respective Representatives acting on its their behalf has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Laws Law or (iii) made any other unlawful payment in violation of applicable bribery Lawspayment. Neither the Company, nor, to the Knowledge of the Company, nor any of its their respective Representatives acting on its their behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist the Company in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the The operations of the Company are and have been conducted at all times in material compliance with money laundering Laws statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving the Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened in writingthreatened.
(c) Neither the CompanyCompany nor any of its directors or officers, noror, to the Knowledge of the Company, any of its directors, officers or employees other Representative acting on behalf of the Company, Company is currently identified on the specially designated nationals or other blocked person listlist or otherwise currently subject to any U.S. sanctions administered by OFAC, and the Company has notnot in the last five (5) fiscal years, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s RepublicSudan, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to U.S. sanctionsto, in each case or otherwise in violation of of, any U.S. sanctions administered by OFAC in the last five (5) fiscal yearsOFAC.
Appears in 3 contracts
Sources: Merger Agreement (Digital Ally, Inc.), Merger Agreement (Clover Leaf Capital Corp.), Merger Agreement (Aesther Healthcare Acquisition Corp.)
Certain Business Practices. (a) Neither The Company, the Company Subsidiaries, their respective managers, officers and directors, and, to the knowledge of the Company, northeir employees, any agents or other third-party representatives to the extent they act on behalf of the Company or any Company Subsidiary, are currently, and since the Lookback Date have been, in compliance with all applicable Anti-Corruption Laws, and since the Lookback Date, none of the Company, any Company Subsidiary, any of their respective managers, officers or directors or, to the Knowledge knowledge of the Company, any of its Representatives acting on its behalf has their respective employees or agents, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating related to political activity, including to any person running for federal or state office; (ii) made any unlawful payment to foreign or domestic government officials or employees, employees or to foreign or domestic political parties or campaigns or violated any provision of the any applicable bribery Laws Anti-Corruption Law; or (iii) made any other unlawful payment in violation the nature of applicable bribery Laws. Neither criminal bribery.
(b) The Company, the Company Subsidiaries, their respective managers, officers and directors, and, to the knowledge of the Company, northeir respective employees, agents or other third-party representatives acting on behalf of the Company or any Company Subsidiary, are currently, and since the Lookback Date have been, in compliance with all applicable Sanctions and Ex-Im Laws. Since the Lookback Date, none of the Company, any Company Subsidiary, their respective managers, officers and directors, or to the Knowledge knowledge of the Company, any of its Representatives acting on its behalf has directly their respective employees or indirectly, given or agreed to give any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who agents (i) is or may be in has been a position to help Sanctioned Person; (ii) has transacted business with or hinder for the Company benefit of any Sanctioned Person or assist the Company in connection with has otherwise violated applicable Sanctions; or (iii) has violated any actual or proposed transaction.
(b) To the Knowledge of the Company, the operations of the Company are and have been conducted at all times in material compliance with money laundering Laws in all applicable jurisdictions, and no Action involving the Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened in writingEx-Im Laws.
(c) Neither There are no, and since the CompanyLookback Date, northere have not been, any internal or external investigations, audits, actions or proceedings pending, or any voluntary or involuntary disclosures made to the Knowledge of a Governmental Authority, with respect to any apparent or suspected violation by the Company, any Company Subsidiary, or any of its their respective officers, directors, officers employees or employees acting on behalf of the Companyagents with respect to any applicable Anti-Corruption Laws, is currently identified on the specially designated nationals or other blocked person list, and the Company has not, directly or knowingly indirectly, used any fundsSanctions, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the soEx-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal yearsIm Laws.
Appears in 2 contracts
Sources: Business Combination Agreement (ESGEN Acquisition Corp), Business Combination Agreement (ESGEN Acquisition Corp)
Certain Business Practices. (a) Neither the Company, nor, The Purchaser represents and warrants that no funds given to the Knowledge Seller in connection with the transactions contemplated by this Agreement have been, or will be, derived from any illegal activities, including but not limited to any violations of any applicable anti-corruption, anti-bribery, anti-money laundering, counter terrorist financing, or Sanctions Laws. To the knowledge of the CompanyPurchaser, neither the Purchaser, nor any director, officer, agent or employee of its Representatives acting on its behalf has the Purchaser (in their capacities as such) has, since the IPO, (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable bribery Laws U.S. Foreign Corrupt Practices Act of 1977 or (iii) made any other unlawful payment payment, which, if not paid or continued in violation of applicable bribery Laws. Neither the Companyfuture, nor, would reasonably be expected to adversely affect the Knowledge business or prospects of the CompanyPurchaser and would reasonably be expected to subject the Purchaser to suit or penalty in any private or governmental litigation or proceeding. To the knowledge of the Purchaser, neither the Purchaser, nor any director, officer, agent or employee of the Purchaser (nor any Person acting on behalf of any of its Representatives acting on its behalf has the foregoing, but solely in his or her capacity as a director, officer, employee or agent of the Purchaser) has, since the IPO, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company Purchaser or assist the Company Purchaser in connection with any actual or proposed transaction.
(b) To , which, if not given or continued in the Knowledge future, would reasonably be expected to adversely affect the business or prospects of the Company, Purchaser and would reasonably be expected to subject the operations of the Company are and have been conducted at all times Purchaser to suit or penalty in material compliance with money laundering Laws in all applicable jurisdictions, and no Action involving the Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened in writingprivate or governmental litigation or proceeding.
(c) Neither the Company, nor, to the Knowledge of the Company, any of its directors, officers or employees acting on behalf of the Company, is currently identified on the specially designated nationals or other blocked person list, and the Company has not, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal years.
Appears in 2 contracts
Sources: Share Exchange Agreement (Legacy Acquisition Corp.), Share Exchange Agreement (Legacy Acquisition Corp.)
Certain Business Practices. Since July 20, 2017:
(a) Neither Except as would not be material to the CompanyCompany and the Company Subsidiaries, nortaken as a whole, neither the Company nor any Company Subsidiary, its employees or any independent contractor, agent or other person affiliated with the Company or Company Subsidiary, has offered, made or received on behalf of the Company or any Company Subsidiary any illegal payment or contribution of any kind, directly or indirectly, to the Knowledge of the Companyany person, entity, or United States or foreign national, state or local government official, employees or agents or candidates therefor or other persons, including any of its Representatives acting on its behalf has (i) used any funds for unlawful contributionspayments, gifts, entertainment gifts or other unlawful expenses relating to political activitygratuities, (ii) made any unlawful payment to government officials bribes, kickbacks or employeesother similar payments, to political parties or campaigns or violated any provision of the applicable bribery Laws or (iii) made unlawful contributions to a domestic or foreign political party, candidate or (iv) unlawful foreign payment (as defined in the Foreign Corrupt Practices Act, 16 U.S.C. § 78dd-1 et seq.)
(b) Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any Company Subsidiary, the employees of the Company or any Company Subsidiary, or any independent contractor, agent or any other unlawful payment in violation of applicable bribery Laws. Neither the Company, nor, to the Knowledge of the Company, any of its Representatives person acting on its behalf their behalf, has given or agreed to give, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customerdealer, supplier, customer, governmental employee or other Person person who is or may be in a position to help or hinder the business of the Company or any Company Subsidiary (or to assist the Company or Company Subsidiary in connection with any actual or proposed transactiontransaction relating to its businesses or assets) which might subject the Company or any Company Subsidiary to any damage or penalty in any civil, criminal or governmental Action, and there have been no false or fictitious entries made in the books and records of the Company or any Company Subsidiary relating to the same.
(bc) To Except as would not be material to the Knowledge of Company and the CompanyCompany Subsidiaries, taken as a whole, the operations of the Company and all Company Subsidiaries are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and any other money laundering statutes in any other jurisdiction (collectively, the “Anti-Money Laundering Laws”). Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, no action, suit or proceeding involving the Company or any Company Subsidiary with respect to the Anti-Money Laundering Laws is pending or threatened by or before any Governmental Authority. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, the Company and all Company Subsidiaries have maintained an adequate system or systems of internal control reasonably designed to ensure compliance with Anti-Money Laundering Laws and prevent and detect violations of any Anti-Money Laundering Laws.
(d) Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, the Company and all Company Subsidiaries have been in compliance with all applicable jurisdictionsCustoms & International Trade Laws, and no Action involving Governmental Authority has imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of any Company Permit issued under any applicable Customs & International Trade Law, debarment or denial of future permit issued under any applicable Customs & International Trade Law against the Company with respect to or any Company Subsidiary or any of the foregoing is pending or, to the Knowledge of the Company, threatened their respective directors or officers (in writing.
(ctheir capacities as such) Neither the Company, nor, to the Knowledge of the Company, any of its directors, officers or employees acting on behalf of the Company, is currently identified on the specially designated nationals or other blocked person list, and the Company has not, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales violation of, or operations in Cubafailure to comply with, Iran, North Korea, Syria, the soany Anti-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal yearsMoney Laundering Laws.
Appears in 2 contracts
Sources: Business Combination Agreement (Schultze Special Purpose Acquisition Corp.), Business Combination Agreement (Schultze Special Purpose Acquisition Corp.)
Certain Business Practices. (a) Neither the CompanyCompany Group, nor, to the Knowledge of the Company, nor any of its Representatives director, officer, representatives, agent, employee or other Persons acting on its behalf of the Company Group (in their capacities as such) has (ia) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (iib) made any unlawful payment to government officials foreign or domestic Government Officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the applicable bribery Laws Foreign Corrupt Practices Act of 1977, or offered, promised, given or authorized the giving of money or anything else of value, whether directly or through another Person, to (i) any Government Official or (iiiii) any other Person with the knowledge that all or any portion of the money or thing of value will be offered or given to a Government Official, in each of the foregoing clauses (i) and (ii) for the purpose of influencing any action or decision of the Government Official in his or her official capacity, including a decision to fail to perform his or her official duties, inducing the Government Official to use his or her influence with any Authority to affect or influence any official act, or otherwise obtaining an improper advantage, (c) made any other unlawful payment or made or authorized any other person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in violation kickbacks or other unlawful or improper means of applicable bribery obtaining or retaining business, or (d) otherwise violated any Anti-Corruption Laws. Neither the CompanyCompany Group, nornor any director, to the Knowledge officer, agent or employee of the Company, Company Group (nor any Person acting on behalf of any of its Representatives acting on its behalf has the foregoing, but solely in his or her capacity as a director, officer, employee or agent of the Company Group) has, since September 2015, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company Group or assist the Company Group in connection with any actual or proposed transaction.
(b) To , in each case, which, if not given could reasonably be expected to have had a Material Adverse Effect on the Knowledge of Company Group, or which, if not continued in the Companyfuture, could reasonably be expected to adversely affect the operations business or prospects of the Company are and have been conducted at all times in material compliance with money laundering Laws in all applicable jurisdictions, and no Action involving Group that could reasonably be expected to subject the Company with respect Group to suit or penalty in any of the foregoing is pending or, to the Knowledge of the Company, threatened in writingprivate or governmental litigation or proceeding.
(c) Neither the Company, nor, to the Knowledge of the Company, any of its directors, officers or employees acting on behalf of the Company, is currently identified on the specially designated nationals or other blocked person list, and the Company has not, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal years.
Appears in 2 contracts
Sources: Merger Agreement (ASPAC III Acquisition Corp.), Reincorporation Merger Agreement (ASPAC III Acquisition Corp.)
Certain Business Practices. (a) Neither During the past three years, no Target Company, nor, to the Knowledge of the Company, any of its their respective Representatives acting on its their behalf has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) promised, made or offered to make any unlawful payment or provided or offered to government officials provide anything of value to any official or employeesemployee of a Governmental Authority, to foreign or domestic political parties or campaigns or violated any provision of the applicable bribery Laws any Anti-Corruption Laws, or (iii) made any other unlawful payment in violation of applicable bribery Lawspayment. Neither During the past three years, no Target Company, nor, to the Knowledge of the Company, any of its their respective Representatives acting on its their behalf has directly or knowingly indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental official or employee of a Governmental Authority or other Person who is or may be in a position to help or hinder the any Target Company or assist the any Target Company in connection with any actual or proposed transaction.
(b) . To the Knowledge of the Company, the operations of the Company are and have been conducted at all times in material compliance with money laundering Laws in all applicable jurisdictions, and no Action involving the a Target Company with respect to the any of the foregoing is pending or, to the Knowledge of the Company, threatened threatened.
(b) During the past three years, the operations of each Target Company are and have been conducted at all times and in writingall material respects in compliance with all Anti-Corruption Laws in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority that have jurisdiction over the Target Companies, and no Action involving a Target Company with respect to the any of the foregoing is pending or, to the Knowledge of the Company, threatened.
(c) Neither the CompanyNo Target Company or any of their respective directors or officers, noror, to the Knowledge of the Company, any of its directors, officers or employees other Representative acting on behalf of a Target Company is currently (i) a Sanctioned Person, (ii) organized, resident, or located in, or a national of a comprehensively Sanctioned Country, or (iii) in the aggregate, 50% or greater owned, directly or indirectly, or otherwise controlled, by a person identified in clause (i) or (ii); and, to the Knowledge of the Company, is currently identified on the specially designated nationals or other blocked person list, and the no Target Company has nothas, directly or knowingly or, knowingly, indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine any Sanctioned Country or for the purpose of financing the activities of any Person currently subject to U.S. sanctionsto, in each case or otherwise in violation of of, any U.S. sanctions administered by OFAC Sanctions Laws or Export Control Laws in the last five (5) fiscal years. No Target Company or any of its respective directors or officers, or, to the Knowledge of the Company, any other Representative acting on behalf of a Target Company has engaged in any conduct, activity, or practice that would constitute a violation of any applicable Sanctions Laws or Export Control Laws. No Action involving a Target Company with respect to the any of the foregoing is pending or, to the Knowledge of the Company, threatened.
Appears in 2 contracts
Sources: Business Combination Agreement (OpSec Holdings), Business Combination Agreement (Investcorp Europe Acquisition Corp I)
Certain Business Practices. (a) Neither the No Lexasure Company, nor, to the Knowledge of the Company, nor any of its their respective Representatives acting on its their behalf has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable bribery Laws U.S. Foreign Corrupt Practices Act of 1977 or (iii) made any other unlawful payment in violation of applicable bribery Lawspayment. Neither the No Lexasure Company, nor, to the Knowledge of the Company, nor any of its their respective Representatives acting on its their behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the any Lexasure Company or assist the any Lexasure Company in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the The operations of the each Lexasure Company are and have been conducted at all times in material compliance with money laundering Laws statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving the a Lexasure Company with respect to the any of the foregoing is pending or, to the Knowledge of the Company, threatened in writingthreatened.
(c) Neither the CompanyNo Lexasure Company or any of their respective directors or officers, noror, to the Knowledge of the Company, any of its directors, officers or employees other Representative acting on behalf of the Company, a Lexasure Company is currently identified on the specially designated nationals or other blocked person listlist or otherwise currently subject to any U.S. sanctions administered by OFAC, and the no Lexasure Company has nothas, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s RepublicSudan, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to U.S. sanctionsto, in each case or otherwise in violation of of, any U.S. sanctions administered by OFAC in the last five (5) fiscal years.
Appears in 1 contract
Sources: Business Combination Agreement (Capitalworks Emerging Markets Acquisition Corp)
Certain Business Practices. (a) Neither the Company or any of its Subsidiaries, nor any of their respective directors, officers, or, to the Knowledge of the Company, employees, nor, to the Knowledge of the Company, any agent or other third party representative acting on behalf of the Company or any of its Representatives acting on its behalf Subsidiaries, is or has been: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activitya Sanctioned Person, (ii) made any unlawful payment to government officials organized, resident, or employeeslocated in a Sanctioned Country, to political parties or campaigns or violated any provision of the applicable bribery Laws or (iii) made directly or indirectly operating in, conducting business with, or otherwise engaging in any other unlawful payment dealings with any Sanctioned Person or in any Sanctioned Country, to the extent such activities violate applicable Sanctions Laws or Ex-Im Laws (including the Israeli Trading with the Enemy Ordinance, as amended, and any regulations and orders promulgated related thereto)., or (iv) otherwise in violation of any applicable bribery Sanctions Laws, the FCPA, Ex-Im Laws, AML Laws, Anti-Corruption Laws, or anti-boycott Laws administered by the U.S. Department of Commerce or the U.S. Internal Revenue Service. Without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries has or is using or developing, or otherwise engaged in, encryption technology or other technology whose development, commercialization or export is restricted, and the conduct of the business as currently conducted and as currently proposed to be conducted does not require obtaining a license from any Government Entity, including the Israeli Ministry of Defense or an authorized body thereof pursuant to Section 2(a) of the Control of Products and Services Declaration (Engagement in Encryption), 1974, or from the Israeli Ministry of Economy pursuant to the Law of Regulation of Security Exports, 2007.
(b) Neither the Company or any of its Subsidiaries, nor any of their respective directors, officers, or, to the Knowledge of the Company, employees, nor, to the Knowledge of the Company, any agent or other third party representative acting on behalf of the Company or any of its Representatives acting on its behalf Subsidiaries, has offered, paid, promised to pay, or authorized payment of any money, or offered, given, promised to give, or authorized giving of anything of value to (i) any Government Official for purposes of influencing any act or decision of such Government Official in its, his or her official capacity, inducing such Government Official to do or omit to do any act in violation of its, his or her lawful duty, or securing any improper advantage, or inducing such Government Official to use its, his or her influence with a foreign Government Entity to affect or influence any act or decision of such Government Entity, in each case, in order to assist the Company in obtaining or retaining business for or with, or directing business to any person, (ii) any Person, while knowing that all or a portion of such money or thing of value would or will be offered, given, or promised, directly or indirectly, given or agreed to give any unlawful gift or benefit in any material amount to any customerGovernment Official for any prohibited purpose described in clause (i), supplier, governmental employee or other (iii) any Person who is or may be in a position to help or hinder the Company or assist the Company in connection with any actual or proposed transactionviolation of applicable Anti-Corruption Laws.
(bc) To the Knowledge of the Company, the operations of Neither the Company are and have been conducted at all times in material compliance with money laundering Laws in all applicable jurisdictions, and no Action involving the Company with respect to nor any of the foregoing is pending its Subsidiaries has received any written or, to the Knowledge of the Company, threatened other communication from any Government Entity that alleges that the Company or any of its Subsidiaries is not, or may not be, in writingcompliance with, or has, or may have, any Liability under any applicable Sanctions Laws, the FCPA, Ex-Im Laws, AML Laws, Anti-Corruption Laws, or anti-boycott Laws administered by the U.S. Department of Commerce or the U.S. Internal Revenue Service.
(cd) Neither the Company, nor, to the Knowledge of the Company, Company nor any of its directorsSubsidiaries holds any registrations and/or licenses with the Directorate of Defense Trade Controls, officers or employees acting on behalf United States Department of State under the CompanyITAR and/or the Bureau of Industrial Security, is currently identified on U.S. Department of Commerce under the specially designated nationals or other blocked person list, and EAR. Neither the Company nor any of its Subsidiaries has notmanufactured “defense articles,” exported “defense articles” or furnished “defense services” or “technical data,” as those terms are defined in 22 C.F.R. Part 120, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC foreign Persons in the last five (5) fiscal yearsUnited States or abroad except pursuant to valid licenses or approvals and otherwise in accordance with applicable Law. Neither the Company nor any of its Subsidiaries has exported any EAR-controlled items or technology except pursuant to valid licenses or approvals and otherwise in accordance with applicable Law.
Appears in 1 contract
Certain Business Practices. (a) Neither Each of the Acquired Companies is and since January 1, 2018 has been in compliance with the Foreign Corrupt Practices Act of 1977 (including its provisions concerning maintaining accurate books and records and adequate internal controls), as amended, the U.K. Bribery Act and any other U.S. or foreign Law concerning corrupt payments applicable to any Acquired Company. Since January 1, 2018 through the date of this Agreement, none of the Acquired Companies has, to the Knowledge of the Company, been investigated by any Governmental Entity with respect to, and none of the Acquired Companies has been given written notice by a Governmental Entity of, any violation by any of the Acquired Companies of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act, or any other U.S. or foreign Law concerning corrupt payments. None of the Acquired Companies nor, to the Knowledge of the Company, any Company Associate authorized to act, and acting, on behalf of its Representatives acting on its behalf an Acquired Company has (i) used unlawfully paid or given, offered or promised to pay or give, or authorized or ratified the payment or giving, directly or indirectly, of any funds for unlawful contributionsmonies or anything of value to any national, giftsprovincial, entertainment municipal or other unlawful expenses relating to government official or employee or any political activity, (ii) made party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any unlawful payment to government officials act or employees, to political parties decision of such Person or campaigns or violated any provision of the applicable bribery Laws Governmental Entity to obtain or (iii) made retain business, or direct business to any Person or to secure any other unlawful payment improper benefit or advantage. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-owned or controlled entity, and any known officer or employee of a public international organization, as well as any Person known to be acting in violation an official capacity for or on behalf of applicable bribery Laws. Neither any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.
(b) Since January 1, 2018, none of the CompanyAcquired Companies, norand, to the Knowledge of the Company, no director, officer, employee, consultant, or agent thereof (in each case acting for or on behalf of any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who Acquired Company) (i) is or may be in has been a position to help Sanctioned Person, (ii) has unlawfully transacted business with or hinder for the Company benefit of any Sanctioned Person or assist the Company in connection with otherwise violated Sanctions; nor (iii) has been given notice by a Governmental Entity of any actual or proposed transaction.
(b) To the Knowledge of the Company, the operations of the Company are and have been conducted at all times in material compliance with money laundering Laws in all applicable jurisdictions, and no Action involving the Company with respect to violation by any of the foregoing is pending or, to the Knowledge Acquired Companies of the Company, threatened in writingapplicable Sanctions.
(c) Neither the Company, nor, to the Knowledge of the Company, any of its directors, officers or employees acting on behalf of the Company, is currently identified on the specially designated nationals or other blocked person list, and the Company has not, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal years.
Appears in 1 contract
Certain Business Practices. (a) Neither No unrecorded fund or asset of the Company or any of its Subsidiaries has been established for any purpose, (b) no accumulation or use of corporate funds of the Company or any of its Subsidiaries has been made without being properly accounted for in the books and records of the Company or such Subsidiary, (c) no payment has been made by or on behalf of the Company or any of its Subsidiaries with the understanding that any part of such payment is to be used for any purpose other than that described in the documents supporting such payment and (d) none of the Company, norany of its Subsidiaries, any director, officer or employee of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any agent of, or any other person associated with or acting for or on behalf of, the Company or any of its Representatives acting on its behalf has Subsidiaries has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any person, private or public, regardless of form, whether in money, property or services, (i) used to obtain favorable treatment for any funds for unlawful contributionsstockholder of the Company, giftsthe Company, entertainment any Subsidiary of the Company or other unlawful expenses relating to political activityany director, officer or employee of the Company or any of its Subsidiaries in securing business, (ii) made to pay for favorable treatment for business secured for any unlawful payment to government officials or employees, to political parties or campaigns or violated any provision stockholder of the applicable bribery Laws Company, the Company, any Subsidiary of the Company or any director, officer or employee of the Company or any of its subsidiaries, (iii) made to obtain special concessions, or for special concessions already obtained, for or in respect of any other unlawful payment stockholder of the Company, the Company, any Subsidiary of the Company or any director, officer or employee of the Company or any of its subsidiaries or (iv) otherwise for the benefit of any stockholder of the Company, the Company, any Subsidiary of the Company or any director, officer or employee of the Company or any of its subsidiaries in violation of applicable bribery Lawsany federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to Real Property). Neither the CompanyCompany nor any of its Subsidiaries nor any current director, norofficer or employee of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of its Representatives agent of, or any other person associated with or acting for or on its behalf has directly or indirectlyof, given or agreed to give any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist the Company in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the operations of the Company are and have been conducted at all times in material compliance with money laundering Laws in all applicable jurisdictions, and no Action involving the Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened in writing.
(c) Neither the Company, nor, to the Knowledge of the Company, any of its directorsSubsidiaries, officers has accepted or employees acting on behalf of the Companyreceived any unlawful contribution, is currently identified on the specially designated nationals payment, gift, kickback, expenditure or other blocked person list, and the Company has not, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions item of Ukraine or for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal yearsvalue.
Appears in 1 contract
Sources: Merger Agreement (Gsi Lumonics Inc)
Certain Business Practices. (a) Neither the Company, norSeller has not and, to the Knowledge of the CompanySeller’s Knowledge, any of its Representatives no agent, employee or other person with or acting on its behalf has of Seller has, directly or indirectly:
(i) used made any funds for unlawful contributions, gifts, entertainment or other unlawful expenses expenditures relating to political activity, activity and related in any way to Seller’s business;
(ii) made or offered any unlawful payment or transfer of anything of value to any foreign or domestic government officials official or employeesemployee, foreign or domestic political party or campaign, official or employee of any public international organization, or official or employee of any government-owned enterprise or institution (including any government hospitals or academic institutions) to political parties obtain or campaigns retain business improperly or secure an improper advantage;
(iii) violated any provision of the applicable bribery Laws Foreign Corrupt Practices Act of 1977, as amended, Corruption of Foreign Public Officials Act (Canada) or (iii) made any other applicable statute or regulation that prohibits bribery or similar payments or transfers with corrupt intent;
(iv) established or maintained any unlawful fund of corporate monies or other properties; or,
(v) solicited, made, proposed to make, or receive any unlawful bribe, influence payment, kickback, unlawful rebate, or other similar unlawful payment in violation or unlawful inducement of applicable bribery Laws. Neither the Companyany nature, nor, including to the Knowledge of the Company, healthcare providers or those employed by any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist the Company in connection with any actual or proposed transactioninstitutions.
(b) To Seller has not unlawfully:
(i) offered, paid, solicited or received anything of value paid directly or indirectly, overtly or covertly, in cash or in kind (excluding fair market value payments for equipment, services or supplies) to or from any physician, family member of a physician, or an entity in which a physician or physician family member has an ownership or investment interest, including, but not limited to:
(ii) payments for the Knowledge use of premises leased to or from a physician, a family member of a physician or an entity in which a physician or family member has an ownership or investment interest; or
(iii) payments for the Companyacquisition or lease of equipment, the operations goods or supplies from a physician, a family member of the Company are and have been conducted at all times a physician or an entity in material compliance with money laundering Laws in all applicable jurisdictions, and no Action involving the Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened in writingwhich a physician or family member has an ownership or investment interest.
(civ) Neither the Companyentered into any joint venture, norpartnership, to the Knowledge of the Company, any of its directors, officers or employees acting on behalf of the Company, is currently identified on the specially designated nationals co-ownership or other blocked person listarrangement involving any ownership or investment interest by any physician, and the Company or family member of a physician, or an entity in which a physician or physician family member has not, an ownership or investment interest directly or knowingly indirectly, used any fundsthrough equity, debt, or loanedother means, contributed including, but not limited to, an interest in an entity providing goods or services to Seller; or entered into any joint venture, partnership, co-ownership or other arrangement involving any ownership or investment interest by any person or entity including, but not limited to, a hospital, pharmacy, laboratory, review board, regulatory body, drug or equipment supplier, distributor or manufacturer, that is or was in a position to make or influence referrals, furnish items or services to, or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or general business for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal yearsSeller.
Appears in 1 contract
Certain Business Practices. (a) (i) Neither the Company nor any Group Company, nor any director, officer, or employee, nor, to the Knowledge Company’s knowledge, any agent or representative of the Company or of any Group Company, has (A) taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, whether in the form of a bribe, kickback, rebate, payoff, influence payment or otherwise, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of its Representatives acting on its behalf has the foregoing, or any political party or party official or candidate for political office, all of the foregoing being referred to as “Government Officials”), or to any other person while knowing that all or some portion of the money or value was or will be offered, given or promised to a Government Official, to influence official action or secure an improper advantage or (iB) used any corporate funds for any unlawful contributionscontribution, giftsgift, entertainment or other unlawful expenses expense relating to political activity, and (ii) made any unlawful payment to government officials or employees, to political parties or campaigns or violated any provision of the applicable bribery Laws or (iii) made any other unlawful payment in violation of applicable bribery Laws. Neither the Company, nor, to the Knowledge of the Company, any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist and the Company Group Companies have conducted their businesses in connection compliance with any actual or proposed transactionthe Foreign Corrupt Practices Act of 1977, as amended, and all other applicable anti-corruption laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with such laws and with the representation and warranty contained herein.
(b) To the Knowledge The operations of the Company, the operations each of the Company and the Group Companies are and have been conducted at all times in material compliance with the money laundering Laws in all of applicable jurisdictions, and no Action involving the Company with respect to any of the foregoing is pending orrelated or similar rules, to the Knowledge of the Companyregulations or guidelines, threatened in writingissued, administered or enforced by any applicable Governmental Authority.
(c) Neither the Company nor any Group Company, nornor any director, officer, employee, to the Knowledge knowledge of the Company, any of its directorsagent, officers affiliate or employees other person associated with or acting on behalf of the Company or any Group Company is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, any Group Company located, organized or resident in a country or territory that is currently identified on the specially designated nationals subject or other blocked person listtarget of Sanctions, and the Company has notincluding, directly or knowingly indirectlywithout limitation, used any funds, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North Korea, SyriaSudan and Syria (each, a “Sanctioned Country”); and the Company will not use the proceeds of the offering of the Subscription Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, directly or indirectly, (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the so-called Donetsk People’s Republic, Company and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the so-called Luhansk People’s Republic, and time of the Crimea regions dealing or transaction is or was the subject or the target of Ukraine Sanctions or for the purpose of financing the activities of with any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal yearsSanctioned Country.
Appears in 1 contract
Certain Business Practices. (a) Neither the No Target Company, nor any of its officers or directors, nor, to the Knowledge of the Company’s Knowledge, any of its other Representatives acting on its behalf has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable bribery Laws Foreign Corrupt Practices Act of 1977 or (iii) made any other unlawful payment in violation payment. No Target Company, nor any of applicable bribery Laws. Neither the Companyits officers or directors, nor, to the Knowledge of the Company’s Knowledge, any of its other Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the any Target Company or assist the any Target Company in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the . The operations of the each Target Company are and have been conducted at all times in compliance in all material compliance respects with money laundering Laws statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving the a Target Company with respect to the any of the foregoing is pending or, to the Knowledge of the Company, threatened in writing.
(c) Neither the Companythreatened. No Target Company nor any of its directors or officers, nor, to the Knowledge of the Company, any of its directors, officers or employees other Representative acting on behalf of the Company, a Target Company is currently identified on the specially designated nationals or other blocked person listlist or otherwise currently subject to any U.S. sanctions administered by OFAC, and the no Target Company has notdirectly or, directly or knowingly indirectlyto the Knowledge of the Company, indirectly used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to U.S. sanctionsto, in each case or otherwise in violation of of, any U.S. sanctions administered by OFAC in the last five (5) fiscal years.
Appears in 1 contract
Certain Business Practices. (a) Neither None of the Company, Group Companies nor, to the Knowledge of the Company’s knowledge, any of its their Representatives acting on its behalf their behalf, has in violation of applicable Anti-Corruption Law (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable bribery any Anti-Corruption Laws or (iii) made any other unlawful payment in violation of applicable bribery Laws. Neither the Company, nor, to the Knowledge of the Company, any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or help, hinder the Company or assist the any Group Company in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the The operations of the Company Group Companies are and and, since the Lookback Date (or since March 8, 2018, with respect to SVM India), have been conducted at all times in material compliance with money laundering Laws statutes in all applicable jurisdictionsjurisdictions (including the (Indian) Prevention of Money Laundering Act, 2002), the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity, and no Action Proceeding involving the any Group Company with respect to any of the foregoing is pending or, to the Knowledge knowledge of the Company, threatened in writingthreatened.
(c) Neither the Company, nor, to the Knowledge None of the CompanyGroup Companies, nor any of its directors, their directors or officers or employees any other Representative acting on behalf of the CompanyGroup Companies, is currently identified on the specially designated nationals or other blocked person list, and entity list, or otherwise currently the Company has notsubject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. Department of Commerce, or the U.S. Department of State and, since the Lookback Date (or since March 8, 2018, with respect to SVM India), the Group Companies have not directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine any country targeted under comprehensive sanctions by OFAC or for the purpose of financing the activities of any Person currently the subject to of, or otherwise in violation of, any U.S. sanctionssanctions administered by OFAC, the U.S. Department of Commerce, or the U.S. Department of State in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal yearsapplicable sanctions.
Appears in 1 contract
Certain Business Practices. (a) Neither the CompanyNo Purchaser Party, nor, to the Knowledge of the Company, nor any of its their respective Representatives acting on its behalf their behalf, has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable bribery Laws or Foreign Corrupt Practices Act of 1977, (iii) made any other unlawful payment in violation or (iv) since the formation of applicable bribery Laws. Neither the Companysuch Purchaser Party, nor, to the Knowledge of the Company, any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company such Purchaser Party or assist the Company it in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the The operations of the Company each Purchaser Party are and have been conducted at all times in material compliance with money laundering Laws statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving the Company such Purchaser Party with respect to the any of the foregoing is pending or, to the Knowledge of the CompanyPurchaser, threatened in writingthreatened.
(c) Neither the CompanyNo Purchaser Party nor any of their respective directors or officers, noror, to the Knowledge of the CompanyPurchaser, any of its directors, officers or employees other Representative acting on behalf of the Company, such Purchaser Party is currently identified on the specially designated nationals or other blocked person listlist or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and the Company has notno Purchaser Party has, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in TABLE OF CONTENTS connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to U.S. sanctionsto, in each case or otherwise in violation of of, any U.S. sanctions administered by OFAC in the last five (5) fiscal years.
Appears in 1 contract
Sources: Merger Agreement (Integrated Wellness Acquisition Corp)
Certain Business Practices. (a) Neither the Company, nor, Parent nor any of its Subsidiaries nor (to the Knowledge of the CompanyParent) any director, officer, agent, employee, representative, consultant or other persons associated with or acting for or on behalf of Parent or any of its Representatives acting on its behalf has Subsidiaries has, directly or indirectly, in connection with their respective businesses (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activityactivity or for the business of Parent or any of its Subsidiaries, (ii) made any unlawful payment or offered anything of value to non-U.S. or domestic government officials or employees, employees or to non-U.S. or domestic political parties or campaigns campaigns, (iii) offered, paid, given, promised to pay or violated give, or authorized the payment or gift of anything of value, directly or indirectly, to any provision public official, for purposes of the applicable bribery Laws (A) influencing any act or decision of any public official in his or her official capacity; (B) inducing such public official to do or omit to do any act in violation of his or her lawful duty; or (iiiC) securing any improper advantage, (iv) made any other unlawful payment payment, or (v) violated any applicable export control, money laundering or anti-terrorism or anti-bribery Law or regulation, nor have any of them otherwise taken any action which would cause Parent or any of its Subsidiaries to be in violation of applicable bribery Laws. Neither the Company, nor, to the Knowledge any provision of the CompanyFCPA, or any applicable Law of similar effect. To Parent’s Knowledge, there are no pending issues with respect to violation of any applicable anticorruption Law, including the FCPA, relating to Parent or any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist the Company in connection with any actual or proposed transactionSubsidiaries.
(b) To the Knowledge None of the Company, the operations of the Company are and have been conducted at all times in material compliance with money laundering Laws in all applicable jurisdictions, and no Action involving the Company with respect to any of the foregoing is pending Parent or its Subsidiaries or, nor to the Knowledge of Parent, their respective directors, officers, employees or agents (i) is a person with whom transactions are prohibited or limited under any economic sanctions Laws, including those administered by the Company, threatened in writing.
(c) Neither the Company, nor, to the Knowledge Office of Foreign Assets Control of the Company, any of its directors, officers or employees acting on behalf United States Department of the CompanyTreasury, is currently identified on the specially designated nationals European Union, the United Kingdom or other blocked person list, and the Company United Nations Security Council; or (ii) since the Parent Emergence Date has not, directly done business in or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North KoreaSudan, or Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person currently subject to that is the target of U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal years.
Appears in 1 contract
Certain Business Practices. (a) Neither the Company, nor, to the Knowledge of the Company, Company nor any of its Representatives acting on its behalf has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other local or foreign anti-corruption or bribery Laws Law or (iii) made any other unlawful payment in violation of applicable bribery Lawspayment. Neither the Company, nor, to the Knowledge of the Company, Company nor any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist the Company in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the The operations of the Company are and have been conducted at all times in material compliance with money laundering Laws statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving the Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened in writingthreatened.
(c) Neither None of the CompanyCompany or any of its directors or officers, noror, to the Knowledge of the Company, any of its directors, officers or employees other Representative acting on behalf of the Company, Company is currently identified on the specially designated nationals or other blocked person listlist or otherwise currently subject to any U.S. sanctions administered by OFAC, and the Company has notnot in the last seven (7) fiscal years, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine Sudan,Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to U.S. sanctionsto, in each case or otherwise in violation of of, any U.S. sanctions administered by OFAC in the last five (5) fiscal yearsOFAC.
Appears in 1 contract
Sources: Merger Agreement (Denali Capital Acquisition Corp.)
Certain Business Practices. (a) Neither the CompanyCompany nor any of the Company Subsidiaries has, nor, to the Knowledge of the Company, has any director, officer, agent or employee of the Company or any of its Representatives acting on its behalf has the Company Subsidiaries, paid, caused to be paid, or agreed to pay, directly or (to the Knowledge of the Company) indirectly, in connection with the business of the Company: (i) used to any funds for unlawful contributionsgovernment or agency thereof, giftsany agent or any supplier or customer, entertainment any bribe, kickback or other unlawful expenses relating to political activity, similar illegal payment; (ii) made any unlawful payment illegal contribution to government officials any political party or employeescandidate (other than from personal funds of directors, to political parties officers or campaigns employees not reimbursed by their respective employers or violated any provision of the as otherwise permitted by applicable bribery Laws Law); or (iii) intentionally established or maintained any unrecorded fund or asset or made any other unlawful payment in violation false entries on any books or records for any purpose; and, neither the Company nor any of applicable bribery Laws. Neither the CompanyCompany Subsidiaries has, nor, to the Knowledge of the Company, has any director, officer, agent or employee of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist any of the Company Subsidiaries violated or is in connection with violation of any actual or proposed transactionprovision of the FCPA.
(b) To the Knowledge of the Company, the The operations of the Company and the Company Subsidiaries are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering Laws in statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no Action action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Company Subsidiaries with respect to any of the foregoing Money Laundering Laws is pending or, to the Knowledge of the Company, threatened in writingthreatened.
(c) Neither None of the Company, norany of the Company Subsidiaries or, to the Knowledge of the Company, any of its directorsdirector, officers officer, agent, employee or employees acting on behalf affiliate of the Company, Company or any of the Company Subsidiaries is currently identified on subject to any U.S. sanctions administered by the specially designated nationals Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other blocked person list, relevant sanctions authority; and the Company has will not, directly or knowingly indirectly, used use any fundsproceeds from the Transaction, or loanedlend, contributed contribute or otherwise made make available such funds proceeds to any subsidiary, joint venture partner or other Personperson or entity, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal yearsOFAC.
Appears in 1 contract
Certain Business Practices. (a) Neither the CompanyPurchaser, nornor Holdings, to the Knowledge nor any of the Company, any Representatives of its Representatives Purchaser or Holdings acting on its behalf of such Person, has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Laws or Law, (iii) made any other unlawful payment in violation of applicable bribery Laws. Neither or (iv) since the Company, nor, to the Knowledge formation of the CompanyPurchaser, any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company Purchaser or assist the Company it in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the The operations of the Company Purchaser and Holdings are and have been conducted at all times in material compliance with money laundering Laws statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving the Company Purchaser or Holdings with respect to any of the foregoing is pending or, to the Knowledge of the CompanyPurchaser, threatened in writingthreatened.
(c) Neither None of the CompanyPurchaser or any of its directors or officers, norHoldings or, to the Knowledge of the CompanyPurchaser, any of its directors, officers or employees other Representative acting on behalf of the Company, Purchaser is currently identified on the specially designated nationals or other blocked person listlist or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and the Company Purchaser has not, in the last five (5) fiscal years, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to U.S. sanctionsto, in each case or otherwise in violation of of, any U.S. sanctions administered by OFAC in the last five (5) fiscal yearsOFAC.
Appears in 1 contract
Sources: Business Combination Agreement (Andina Acquisition Corp. III)
Certain Business Practices. (a) Neither Since the date of its formation, no Target Company, nor, to the Knowledge of the Company, any of its their respective Representatives acting on its behalf their behalf, has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable U.S. Foreign Corrupt Practices Act of 1977, the PRC Anti-Unfair Competition Law, any other local or foreign anti-corruption or bribery Laws Law or (iii) made any other unlawful payment in violation payment. Since the date of applicable bribery Laws. Neither the its formation, no Target Company, nor, to the Knowledge of the Company, any of its their respective Representatives acting on its their behalf has directly or or, knowingly, indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or any other Person who is or may be in a position to help or hinder the any Target Company or assist the any Target Company in connection with any actual or proposed transaction.
(b) To Since the Knowledge date of the Companyits formation, the operations of the each Target Company are and have been conducted at all times in material compliance with money laundering Laws statutes in all applicable jurisdictionsjurisdictions that govern the operations of the Target Company, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority that have jurisdiction on the Target Companies, and no Action involving the a Target Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened in writingthreatened.
(c) Neither the CompanyNo Target Company or any of their respective directors, norofficers or employees, or, to the Knowledge of the Company, any of its directors, officers or employees other Representative acting on behalf of a Target Company is currently, or has been in the Companylast five (5) years, is currently (i) identified on the specially designated nationals or other blocked person listlist or otherwise currently subject to any sanctions administered by OFAC, the U.S. Department of State, or other applicable Governmental Authority, (ii) organized, resident, or located in, or a national of a comprehensively sanctioned country (currently, Cuba, Iran, North Korea, and the Company has notCrimea region of Ukraine); or (iii) in the aggregate, fifty (50) percent or greater owned, directly or knowingly indirectly, or otherwise controlled, by a person identified in (i) or (ii); and no Target Company has, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to U.S. sanctionsto, in each case or otherwise in violation of of, any U.S. sanctions administered by OFAC or the U.S. Department of State in the last five (5) fiscal years.
Appears in 1 contract
Sources: Business Combination Agreement (AlphaVest Acquisition Corp.)
Certain Business Practices. (a) Neither the CompanyParent, nor, to the Knowledge of the Company, nor any of its Representatives acting on its behalf behalf, has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable bribery Laws or any Anti-Corruption Law, (iii) made any other unlawful payment in violation or (iv) since the formation of applicable bribery Laws. Neither the CompanyParent, nor, to the Knowledge of the Company, any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company Parent or assist the Company it in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the The operations of the Company Parent are and have been conducted at all times in material compliance with money laundering Laws statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving the Company Parent with respect to the any of the foregoing is pending or, to the Knowledge knowledge of the CompanyParent, threatened in writingthreatened.
(c) Neither the CompanyNone of Parent or any of its directors or officers, noror, to the Knowledge knowledge of the CompanyParent, any of its directors, officers or employees other Representative acting on behalf of the Company, Parent is currently identified on the specially designated nationals or other blocked person listlist or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and the Company Parent has not, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to U.S. sanctionsto, in each case or otherwise in violation of of, any U.S. sanctions administered by OFAC in the last five (5) fiscal years.
Appears in 1 contract
Certain Business Practices. (a) Neither None of the Sellers or the Company, nor, nor to the Knowledge of the Company’s Knowledge, any of its Representatives acting on its behalf has their respective directors or officers, or employees has, directly or indirectly, within the scope of or related to their scope of engagement or employment with the Company (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating related to political activity, (ii) made any unlawful payment to government officials or employees, employees or to political parties or campaigns or violated any provision of the applicable bribery Laws or (iii) made any other unlawful payment in violation of applicable bribery Laws. Neither the Company, nor, to the Knowledge of the Company, any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who was, is or may be in a position to help or hinder the Company Company, (iii) made any contributions, payments or assist the Company gifts constituting criminal bribery, (iv) accepted or received any illegal contributions, payments or gifts, (v) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose, or (vi) engaged in connection with price fixing, bid rigging or any actual or proposed transactionother anticompetitive activity.
(b) To None of the Knowledge of Sellers, the Company, nor to the operations of the Company are and have been conducted at all times in material compliance with money laundering Laws in all applicable jurisdictionsCompany’s Knowledge, and no Action involving the Company with respect to any of their respective directors or officers, agents or employees or a Distributor, is currently, or has been in the foregoing is pending last five years: (i) a Sanctioned Person, (ii) organized, resident or located in a Sanctioned Country, (iii) engaging in or facilitating any dealings or transactions with any Sanctioned Person or in any Sanctioned Country (as defined at the time of such dealings or transactions), or, within the scope of their employment or in connection with or related to the Knowledge of their relationship with the Company, threatened as applicable, (x) engaged in writingor facilitated any export, reexport, transfer or provision of any goods, software, technology, data or service without, or exceeding the scope of, any required or applicable licenses or authorizations under all applicable Ex-Im Laws, (y) engaged in or facilitated any imports into the United States in violation of any Ex-Im Laws, including, without limitation, those regulating the classification and valuation or imported items and payment of applicable antidumping or countervailing duties, or (z) otherwise engaged in, facilitated or provided material support for activities in violation of applicable Sanctions Laws, Ex-Im Laws, Anti-Terrorism Laws, or the anti-boycott Laws administered by the U.S. Department of Commerce and the U.S. Department of Treasury’s Internal Revenue Service (collectively, “Trade Control Laws”).
(c) Neither None of the Sellers, the Company, nor, nor to the Knowledge Company’s Knowledge, any of their respective directors or officers, agents or employees or a Distributor has, directly or indirectly, (i) solicited or received any rebates, payments, commissions, promotional allowances or any other economic benefits from any customer or vendor of the Company, (ii) given, promised, authorized or agreed to give, promise or authorize any money, gift, bribe, kickback or similar benefit to any customer or vendor of the Company, any governmental official, or any political party or candidate for office, in each case, which would constitute a violation of its directors, officers any Anti-Corruption Laws or employees acting on behalf of similar Laws by the Company, is currently identified (iii) established or maintained any unrecorded fund or asset or made any false or misleading entries on any books or records for any purpose, engaged in price fixing, bid rigging or any other anticompetitive activity within the specially designated nationals scope of their employment or other blocked person listin connection with or related to their relationship with the Company, and as applicable.
(d) Since January 1, 2016, the Company has not, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any other Person, in connection with or relating to its business, (i) received from any sales Governmental Authority or operations any other Person any notice, inquiry, or internal or external allegation; or made any voluntary or involuntary disclosure to a Governmental Authority, except for a situation in Cuba, Iran, North Korea, Syria, which such Governmental Authority was (x) a party to a Contract with the so-called Donetsk People’s Republic, the so-called Luhansk People’s RepublicCompany, and (y) corresponding with the Crimea regions Company in the Ordinary Course of Ukraine Business with respect to such Contract; or for the purpose of financing the activities of (ii) conducted any Person currently subject internal investigation or audit concerning any actual or potential violation or wrongdoing related to U.S. sanctionsTrade Control Laws or Anti-Corruption Laws.
(e) The Company is, and since January 1, 2016 has been, in each case compliance with the International Traffic in violation of any Arms Regulations (“ITAR”). The Company is not, and is not required by applicable Law to be, registered with ITAR. The Company does not have, possess, produce, design, test, manufacture, fabricate or develop items where the reasons for control are other than for Anti-Terrorism (AT) reasons in accordance with the Commerce Control List under the U.S. sanctions administered by OFAC Export Administration Regulations. The Company does not have, possess, produce, design, test, manufacture, fabricate or develop a critical technology that is (x) utilized in connection with the last five Company’s activity in one or more pilot program industries, or (5y) fiscal yearsdesigned specifically for use in one or more pilot program industries, as these terms are defined at 31 CFR Parts 800 and 801.
Appears in 1 contract
Sources: Stock Purchase Agreement (Vishay Precision Group, Inc.)
Certain Business Practices. (a) Neither the CompanyNo Purchaser Party, nor, to the Knowledge of the Company, nor any of its their respective Representatives acting on its behalf their behalf, has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable bribery Laws or Foreign Corrupt Practices Act of 1977, (iii) made any other unlawful payment in violation or (iv) since the formation of applicable bribery Laws. Neither the Companysuch Purchaser Party, nor, to the Knowledge of the Company, any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company such Purchaser Party or assist the Company it in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the The operations of the Company each Purchaser Party are and have been conducted at all times in material compliance with money laundering Laws statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving the Company such Purchaser Party with respect to the any of the foregoing is pending or, to the Knowledge of the CompanyPurchaser, threatened in writingthreatened.
(c) Neither the CompanyNo Purchaser Party nor any of their respective directors or officers, noror, to the Knowledge of the CompanyPurchaser, any of its directors, officers or employees other Representative acting on behalf of the Company, such Purchaser Party is currently identified on the specially designated nationals or other blocked person listlist or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and the Company has notno Purchaser Party has, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to U.S. sanctionsto, in each case or otherwise in violation of of, any U.S. sanctions administered by OFAC in the last five (5) fiscal years.
Appears in 1 contract
Certain Business Practices. (a) Neither Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, the Company, norits Subsidiaries, their respective directors and officers and, to the Knowledge of the Company, their respective other employees, consultants and agents in each case acting on behalf of the Company have complied at all times since December 31, 2012, and are in compliance, with (A) the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. § 78dd1, et seq.) (“FCPA”), and (B) the provisions of all anti-bribery, anti-corruption and anti-money laundering Laws of each jurisdiction in which the Company and its Subsidiaries operate or have operated or in which any agent thereof is conducting or has conducted business involving the Company or any of its Subsidiaries. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, none of the Company, any of its Subsidiaries and/or any of their respective directors or officers and/or, to the Knowledge of the Company, any of the Company’s and its Representatives acting on its behalf has (i) used any funds for unlawful contributions, gifts, entertainment or Subsidiaries’ respective other unlawful expenses relating to political activity, (ii) made any unlawful payment to government officials or employees, to political parties or campaigns or violated any provision of the applicable bribery Laws or (iii) made any other unlawful payment consultants and agents in violation of applicable bribery Laws. Neither the Company, nor, to the Knowledge of the Company, any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist the Company in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the operations of the Company are and have been conducted at all times in material compliance with money laundering Laws in all applicable jurisdictions, and no Action involving the Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened in writing.
(c) Neither the Company, nor, to the Knowledge of the Company, any of its directors, officers or employees each case acting on behalf of the CompanyCompany have paid, is currently identified on offered or promised to pay, or authorized or ratified the specially designated nationals or other blocked person list, and the Company has notpayment, directly or knowingly indirectly, used of any funds, monies or loaned, contributed or otherwise made available such funds anything of value to any national, provincial, municipal or other Person, in connection with Government Official or any sales political party or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or candidate for political office for the purpose of financing the activities influencing any act or decision of such official or of any Person currently subject Governmental Authority to U.S. sanctionsobtain or retain business, or direct business to any person or to secure any other improper benefit or advantage in each case in violation of the FCPA and any U.S. sanctions administered Laws described in clause (B) of the immediately preceding sentence. As used in this Agreement, the term “Government Official” means any official, officer, employee, or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Authority, and includes any official or employee of any entity directly or indirectly owned or controlled by OFAC any Governmental Authority, and any officer or employee of a public international organization, as well as any Person acting in an official capacity for or on behalf of any such Governmental Authority, or for or on behalf of any such public international organization. The Company and its Subsidiaries (x) have instituted policies and procedures reasonably designed to ensure compliance with the last five FCPA and the other Laws described in clause (5B) fiscal yearsof the first sentence of this Section 5.1(r) and (y) have maintained such policies and procedures in force. Since December 22, 2016, the Company and its Subsidiaries have complied with their respective obligations under the DOJ Agreement in all material respects.
Appears in 1 contract
Certain Business Practices. (a) Neither the Company, nor, to the Knowledge None of the CompanyCompany Entities, or their respective Affiliates, nor any of its Representatives acting on its behalf has their respective directors, officers, employees, agents, distributors, resellers, or other third parties have in any material respect, directly or indirectly, in the past six (6) years:
(i) used violated any funds for applicable Anti-Corruption Laws;
(ii) offered, paid, promised to pay, or authorized the payment of, received, or solicited anything of value under circumstances such that all or a portion of such thing of value would be offered, given, or promised, directly or indirectly, to (A) any Government Official in order to influence any act or decision of that Government Official, induce that Government Official to use her or his or its influence with a government or instrumentality thereof, or otherwise secure any improper advantage; or (B) any other Person or entity in any manner that would constitute commercial bribery, a secret commission, unlawful contributions, gifts, entertainment entertainment, or other unlawful expenses relating to political activityactivity or otherwise, or an illegal kickback (ii) made any unlawful payment to government officials as such term may be defined in applicable Laws), or employees, to political parties or campaigns or violated any provision of the would otherwise violate applicable bribery Laws or Anti-Corruption Laws;
(iii) made offered, paid, promised to pay, or authorized the payment of any other unlawful payment in violation of applicable bribery Laws. Neither the Companymoney, noror offer, to the Knowledge of the Companygift, any of its Representatives acting on its behalf has directly or indirectly, given or agreed promise to give any unlawful gift or benefit in any material amount authorized the giving of anything of value to any customer, supplier, governmental employee of any Governmental Authority or other Person who is or may be in a position to help or hinder the Company Entities or any of their Affiliates (or assist the Company Entities or any of their Affiliates in connection with any actual or proposed transaction);
(iv) conducted or initiated any, or is aware of any pending or threatened investigation by Governmental Authorities, or made a voluntary, directed, or involuntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance by the Company Entities or any of their Affiliates, their respective directors, officers, employees, agents, distributors, resellers, or other third parties with, any applicable Anti-Corruption Laws; or
(v) been involved in or is subject to any current, pending, or threatened Actions for violations of Anti-Corruption Laws, or received any notice, request, or citation for any actual or potential noncompliance with any Anti-Corruption Laws.
(b) Each of the Company Entities and their Affiliates:
(i) conduct risk assessments that are designed to understand the nature and extent of their exposure to risks of breaches of Anti-Corruption Laws;
(ii) instituted and implemented, and maintains in effect, policies and procedures that are designed to detect, prevent and remedy violations of Anti-Corruption Laws (including due diligence and third party screening tools); and
(iii) have maintained compliance programs and systems of internal controls (including accounting systems, purchasing systems and billing systems) designed to help ensure compliance with any Anti-Corruption Laws.
(c) None of the Company Entities, their Affiliates, their respective directors, officers, employees, agents, distributors, resellers, or other third parties have received any written notice that it is subject to any material Action involving or otherwise relating to any alleged or actual violation of Anti-Corruption Laws.
(d) To the Knowledge of the Company, the operations no direct or indirect beneficial owner or holder of the shares of Company are and have been conducted at all times in material compliance with money laundering Laws in all applicable jurisdictions, and no Action involving the Company with respect to any of the foregoing Stock or their Affiliates is pending or, to the Knowledge of the Company, threatened in writinga Government Official.
(c) Neither the Company, nor, to the Knowledge of the Company, any of its directors, officers or employees acting on behalf of the Company, is currently identified on the specially designated nationals or other blocked person list, and the Company has not, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal years.
Appears in 1 contract
Sources: Business Combination Agreement (Cantor Equity Partners II, Inc.)
Certain Business Practices. (a) Neither the a. No Acquired Company, nor, to the Knowledge of the Company, nor any of its their respective Representatives acting on its their behalf has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Laws Law or (iii) made any other unlawful payment in violation of applicable bribery Lawspayment. Neither the No Acquired Company, nor, to the Knowledge of the Company, nor any of its their respective Representatives acting on its their behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the any Acquired Company or assist the any Acquired Company in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the b. The operations of the each Acquired Company are and have been conducted at all times in material compliance with money laundering Laws statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving the an Acquired Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened in writingthreatened.
(c) Neither c. Each Acquired Company, and, to the Company’s Knowledge, noreach of their affiliates and any director, officer, agent or employee of, or other person associated with or acting on behalf of, the Company has acted at all times in compliance in all material respects with applicable Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or proceedings pending or expected or, to the Knowledge of the Company, threatened between the Company or any of its directorsSubsidiaries and any Governmental Authority under any Export or Import Laws. The term “Export and Import Laws” means the Arms Export Control Act, officers or employees acting on behalf the International Traffic in Arms Regulations, the Export Administration Act of 1979, as amended, the Export Administration Regulations, and all other laws and regulations of the Company, is currently identified on United States government regulating the specially designated nationals provision of services to non-U.S. parties or other blocked person listthe export and import of articles or information from and to the United States of America, and the Company has not, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, all similar laws and the Crimea regions of Ukraine or for the purpose of financing the activities regulations of any Person currently subject foreign government regulating the provision of services to U.S. sanctions, in each case in violation parties not of any U.S. sanctions administered by OFAC in the last five (5) fiscal yearsforeign country or the export and import of articles and information from and to the foreign country to parties not of the foreign country.
Appears in 1 contract
Sources: Master Transactions Agreement (Thunder Bridge Acquisition II, LTD)
Certain Business Practices. (a) Neither Since the Lookback Date, no Company Entity nor any director, officer or employee of any Company Entity or, to the Knowledge of the Company, any other Person acting for or on behalf of any Company Entity, has, in relation to any Company Entity, violated any Anti-Corruption Law in any material respect.
(b) Each Company Entity has maintained and currently maintains accurate books and records and maintains policies and procedures reasonably designed to ensure compliance in all material respects with Anti-Corruption Laws. There have been no false or fictitious entries made in the books and records of a Company Entity relating to any secret or unrecorded fund or any unlawful payment, gift or other thing of value, and no Company Entity has established or maintained a secret or unrecorded fund.
(c) No Company Entity, nor, to the Knowledge of the Company, any of its Representatives acting on its behalf has (i) used any funds for unlawful contributionstheir respective directors, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to government officials officers or employees, to political parties or campaigns or violated any provision of the applicable bribery Laws or (iii) made any other unlawful payment in violation of applicable bribery Laws. Neither the Company, noror, to the Knowledge of the Company, any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who acting for or on behalf of any Company Entity, is or may be in a position to help or hinder the Company or assist the Company in connection with any actual or proposed transactionnon-U.S. Government Official.
(bd) To Since the Knowledge Lookback Date, no Company Entity nor any director, officer or employee of the Company, the operations of the any Company are and have been conducted at all times in material compliance with money laundering Laws in all applicable jurisdictions, and no Action involving the Company with respect to any of the foregoing is pending Entity or, to the Knowledge of the Company, threatened any other Person acting for or on behalf of any Company Entity: (i) is named as a “specially designated national” on the most current list published by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), (ii) has been or is currently subject to any sanctions administered by OFAC, the U.S. Department of State, the United Nations Security Council or the European Union, or (iii) has engaged or is currently engaging in writingany business or other dealings with, in, involving or relating to (A) any country subject to a comprehensive embargo under the sanctions administered by OFAC, the U.S. Department of State, the United Nations Security Council or the European Union or (B) any Person subject to sanctions administered by OFAC, the U.S. Department of State, the United Nations Security Council or the European Union, in either case of (A) or (B), in material violation of any applicable sanctions.
(ce) Neither Each Company Entity has, since the CompanyLookback Date, norconducted its import, to export and reexport transactions in accordance in all material respects with all applicable import, export and reexport Laws administered by U.S. Customs and Border Protection, the Knowledge of the Company, any of its directors, officers or employees acting on behalf of the Company, is currently identified on the specially designated nationals or other blocked person list, Export Administration Regulations and the Company has notstatutes, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Executive Orders and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions regulations administered by OFAC in the last five (5) fiscal yearsOFAC.
Appears in 1 contract
Sources: Merger Agreement (Charles River Laboratories International, Inc.)
Certain Business Practices. (a) Neither the No Target Company, nor, to the Knowledge of the Company, nor any of its their respective Representatives acting on its their behalf has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable bribery U.S. Foreign Corrupt Practices Act of 1977 or the equivalent Laws of Israel or of the country in which the Target Company is located or conducts business, (iii) made otherwise made, offered, promised, authorized, paid or received any other unlawful improper payment in violation of applicable bribery any Anti-Corruption Laws. Neither the Company, nor, to the Knowledge of the Company, any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give (iv) otherwise made any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist the Company in connection with any actual or proposed transactionpayment.
(b) To the Knowledge of the Company, the operations of the each Target Company are and have been conducted at all times in compliance in all material compliance respects with money laundering Laws statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving the a Target Company with respect to the any of the foregoing is pending pending.
(c) No Target Company or any of their respective directors or officers, or, to the Knowledge of the Company, threatened in writing.
(c) Neither the Company, nor, to the Knowledge of the Company, any of its directors, officers or employees other Representative acting on behalf of the Company, a Target Company is currently identified on the specially designated nationals or other blocked person listlist or otherwise the subject of any U.S. sanctions administered by OFAC, and the no Target Company has nothas, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine any country or territory subject to OFAC sanctions or for the purpose of financing the activities of any Person currently the subject to U.S. sanctionsof, in each case or otherwise in violation of of, any U.S. sanctions administered by OFAC OFAC, in each case, in violation of applicable sanctions, since the Company’s organization. Since January 1, 2016, and except where the failure to be, or to have been, in compliance with such Laws has not been or would not, individually or in the aggregate, reasonably be expected to be material to the Company taken as a whole, neither the Target Companies nor, to the Company’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been (i) a Person named on any Sanctions List and Export Control Laws-related list of designated Persons maintained by a Governmental Authority; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity 50-percent or more owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) through (iii).
(d) No Target Company has received any written notice that there is any investigation, allegation, request for information, or other inquiry by any Governmental Authority regarding an actual or possible violation of the Anti-Corruption Laws.
(e) No Target Company is, or is required to be, registered with the Israeli Ministry of Defense as a security exporter. Except as set forth in Schedule 4.26(e), the business of the Target Companies and Merger Sub does not involve the use or development of, or engagement in, encryption technology, or other technology whose development, commercialization, marketing or export is restricted under Israeli Law, and the business of the Target Companies does not require any Target Company to obtain a license from the Israeli Ministry of Economy and/or the Israeli Ministry of Defense or an authorized body thereof pursuant to Section 2(a) of the Israeli Control of Products and Services Declaration (Engagement in Encryption), 1974 or other legislation regulating the development, commercialization, marketing or export of technology or financing the activities of any Person the subject of, or otherwise in violation of, any U.S. sanctions administered by OFAC, in each case, in violation of applicable sanctions, in the last five (5) fiscal years.
Appears in 1 contract
Sources: Business Combination Agreement (Industrial Tech Acquisitions, Inc.)
Certain Business Practices. (a) Neither the The Company, nor, to the Knowledge of the Company, nor any of its respective Representatives acting on its their behalf has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Laws Law or (iii) made any other unlawful payment in violation of applicable bribery Lawspayment. Neither the The Company, nor, nor to the Knowledge of the Company, any of its their respective Representatives acting on its behalf their behalf, has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist the Company in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the The operations of the Company are and have been conducted at all times in material compliance with money laundering Laws statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving the Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened in writingthreatened.
(c) Neither the CompanyCompany nor any of its respective directors or officers, noror, to the Knowledge of the Company, any of its directors, officers or employees other Representative acting on behalf of the Company, Company is currently identified on the specially designated nationals or other blocked person listlist or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or on the sanctions lists adopted by the United Nations and/or European Union and/or United Kingdom (“UK”) (to such extent such sanctions are extended by the UK Government to the Cayman Islands by virtue of Order in Council passed by the UK Government), as such lists may be extended from time to time (“Sanctions List”) and the Company has notnot in the last five (5) fiscal years, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or on the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine Sanctions List or for the purpose of financing the activities of any Person currently subject to U.S. sanctionsto, in each case or otherwise in violation of of, any U.S. sanctions administered by OFAC in or the last five (5) fiscal yearsSanctions List.
Appears in 1 contract
Certain Business Practices. (a) Neither the Company, nor, to the Knowledge of the Company’s Knowledge, any of its their respective Representatives acting on its behalf their behalf, has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable U.S. Foreign Corrupt Practices Act of 1977, as amended from time to time, or any other local or foreign anti-corruption or anti-bribery Laws Law or (iii) made any other unlawful payment in violation of applicable bribery Lawsbribe. Neither the Company, nor, to the Knowledge of the Company’s Knowledge, any of its their respective Representatives acting on its their behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or any other Person who is or may be in a position to help or hinder the Company or assist the Company in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the The operations of the Company are and have been conducted at all times in compliance in all material compliance terms with applicable money laundering Laws statutes in all applicable jurisdictionsjurisdictions that govern the operations of the Company, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority that have jurisdiction on the Company, and no Action involving the Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened in writingthreatened.
(c) Neither the CompanyCompany nor any of their respective directors, norofficers, or, to the Knowledge of the Company, any of its directors, officers or employees other Representative acting on behalf of the CompanyCompany is currently, is currently or has been in the last five (5) years, (i) identified (or acting on behalf of any person identified on) on the specially designated nationals or other blocked person listlist or otherwise currently subject to any sanctions administered by OFAC, the U.S. Department of State, or other applicable Governmental Authority (collectively, the “Prohibited Party Lists”), (ii) organized, resident, or located in, or a national of a comprehensively sanctioned country or territory (currently, Cuba, Iran, Syria, Sudan, North Korea, Venezuela and the Donetsk, Luhansk and Crimea regions of Ukraine), including any country constituting an “enemy state” under Israeli Trading with the Enemy Ordinance, 1939 (collectively, the “Sanctioned Countries”); or (iii) in the aggregate, fifty percent (50%) or greater owned, directly or indirectly, or otherwise controlled, by a person identified in (i) or (ii); and the Company has not, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to U.S. sanctionsto, in each case or otherwise in violation of of, any U.S. sanctions administered by OFAC or the U.S. Department of State or any Governmental Authority since January 1, 2019.
(d) The Company has not engaged in any transactions or dealings with, or exported any products, technology, or services to, (i) any of the last five Sanctioned Countries; (5ii) fiscal yearsany instrumentality, agent, entity, or individual that is located in, or acting on behalf of, or directly or indirectly owned or controlled by any Governmental Authority of, any Sanctioned Country; or (iii) any individual or entity identified on the Prohibited Party Lists. Without limiting the foregoing: (A) the Company has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, authorizations, registrations, declarations and filings with any Governmental Authority required for the export, import and re-export of products, services, software and technologies (collectively, “Export Approvals”), (B) the Company is in compliance with the terms of all applicable Export Approvals, (C) there are no pending or, to the Knowledge of the Company, threatened claims against the Company with respect to such Export Approvals, and (D) there are no actions, conditions or circumstances pertaining to any of the Company’s export transactions that would reasonably be expected to give rise to any future claims in each case. Neither the Company nor any of its current officers, directors or employees are or have been the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to violations of export control and sanctions Laws.
(e) The Company is not, and is not required to be, registered with the Israeli Ministry of Defense as a security exporter. The business of the Company does not (i) involve the use or development of, or engagement in, encryption technology, or other technology whose development, commercialization, marketing or export is restricted under Israeli Laws, or (ii) require the Company to obtain a license from the Israeli Ministry of Economy or the Israeli Ministry of Defense or an authorized body thereof pursuant to Section 2(a) of the Israeli Control of Products and Services Declaration (Engagement in Encryption), 1974 or other legislation regulating the development, commercialization, marketing or export of technology.
Appears in 1 contract
Sources: Business Combination Agreement (Keyarch Acquisition Corp)
Certain Business Practices. (a) Neither Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company Group, neither any Company Group Member, nor to Company, nor, to the ’s Knowledge of the Company, any of its Representatives while acting on its behalf behalf, has (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable bribery Laws U.S. Foreign Corrupt Practices Act of 1977 or any similar anti-corruption Applicable Laws, (iii) made any other unlawful payment in violation of applicable bribery Laws. Neither the Company, nor, to the Knowledge of the Company, any of its Representatives acting on its behalf has or (iv) directly or indirectly, unlawfully given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist the Company it in connection with any actual or proposed transaction.
(b) To Except as would not, individually or in the Knowledge of aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyCompany Group, the operations of the Company Group are and have been conducted at all times in material compliance with money laundering Laws statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action Legal Proceeding involving the Company Group with respect to the any of the foregoing is pending or, to the Knowledge of the Company’s Knowledge, threatened in writingthreatened.
(c) Neither Except as would not, individually or in the Companyaggregate, norreasonably be expected to have a Material Adverse Effect on the Company Group, none of the Company Group Members nor any of director or officer of any of the Company or any Subsidiary, or, to the Knowledge of the Company’s Knowledge, any of its directors, officers or employees other Representative acting on behalf of the Company, Company Group is currently identified on the specially designated nationals Specially Designated Nationals list or other blocked person listotherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and the Company Group has not, directly or knowingly indirectly, used any funds, or loaned, Table of Contents contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine any country sanctioned by OFAC or for the purpose of unlawfully financing the activities of any Person currently subject to U.S. sanctionsto, in each case or otherwise in violation of of, any U.S. sanctions administered by OFAC in the last five (5) fiscal years.
Appears in 1 contract
Certain Business Practices. (a) Neither the CompanyCompany nor any Subsidiary, nor, to the Knowledge of the Company’s knowledge, any of its their respective Representatives acting on its behalf their behalf, has in violation of applicable Anti-Corruption Law (i) used any 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, to foreign or domestic political parties or campaigns or violated any provision of the applicable bribery any Anti-Corruption Laws or (iii) made any other unlawful payment in violation of applicable bribery Laws. Neither the Company, nor, to the Knowledge of the Company, any of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or help, hinder the Company or assist the Company or any Subsidiary in connection with any actual or proposed transaction.
(b) To the Knowledge of the Company, the The operations of the Company and its Subsidiaries are and and, since April 1, 2017, have been conducted at all times in material compliance with money laundering Laws statutes in all applicable jurisdictionsjurisdictions (including the (Indian) Prevention of Money Laundering Act, 2002), the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving the Company or any Subsidiary with respect to any of the foregoing is pending or, to the Knowledge knowledge of the Company, threatened in writingthreatened.
(c) Neither the CompanyCompany nor any of its Subsidiaries is or, norsince April 1, 2017, has been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence relating to the evasion of Tax or its facilitation, and no such investigation, inquiry or enforcement proceedings are pending or, to the Knowledge knowledge of the Company, threatened and, to the knowledge of the Company, there are no circumstances reasonably likely to give rise to any such investigation, inquiry or proceedings.
(d) Neither the Company or any Subsidiary, nor any of its directors, their respective directors or officers or employees any other Representative acting on behalf of the CompanyCompany or any Subsidiary, is currently identified on the specially designated nationals or other blocked person listlist or otherwise currently the subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and and, since April 1, 2017, neither the Company nor any Subsidiary has not, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any country targeted under comprehensive sanctions by OFAC (such countries, as of the date hereof, being the Crimea region of Ukraine, Cuba, Iran, North Korea, Korea and Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine ) or for the purpose of financing the activities of any Person currently the subject to of, or otherwise in violation of, any U.S. sanctionssanctions administered by OFAC, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal yearsapplicable sanctions.
Appears in 1 contract
Sources: Business Combination Agreement (RMG Acquisition Corp. II)
Certain Business Practices. (a) Neither Since the CompanyReference Date, nor, to the Knowledge none of the Company, any Company Subsidiary, any of its Representatives their respective directors, officers, or employees or, to the Company’s knowledge, agents, while acting on its behalf has of the Company or any Company Subsidiary, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating related to political activity, ; (ii) made any unlawful payment to foreign or domestic government officials or employees, employees or to foreign or domestic political parties or campaigns or violated any provision of the any applicable bribery Laws Anti-Corruption Law; or (iii) otherwise made or authorized any other person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful payment in violation or improper means of obtaining or retaining business.
(b) Since the Reference Date, none of the Company, any Company Subsidiary, any of their respective directors, officers, or employees or, to the Company’s knowledge, agents, while acting on behalf of the Company or any Company Subsidiary, (i) is or has been a Sanctioned Person; (ii) has transacted business with or for the benefit of any Sanctioned Person or has otherwise violated applicable bribery Sanctions; (iii) has violated any Ex-Im Laws. .
(c) Neither the CompanyCompany nor any of the Company Subsidiaries, nor, to the Knowledge knowledge of the Company, any of the Company’s Affiliates or its Representatives or their respective directors, officers, employees, agents or representatives, while acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder of the Company or assist any Company Subsidiary, is, or is owned or controlled by one or more Persons that are: (i) the Company in connection with subject of any actual Sanctions, or proposed transaction(ii) Sanctioned Persons.
(bd) To the Knowledge of the Company, the The operations of the Company and each of the Company Subsidiaries are and have been conducted at all times since the Reference Date in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering Laws in all applicable jurisdictionsstatutes of jurisdictions where the Company and the Company Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Anti-Money Laundering Laws”).
(e) There are no, and no Action involving since the Reference Date, there have not been any, material internal investigations, external investigations of which the Company has knowledge, audits, actions or proceedings pending, or any voluntary or involuntary disclosures made to a Governmental Authority, with respect to any apparent or suspected violation by the Company, any Company Subsidiary, or any of the foregoing is pending their respective officers, directors, employees, or, to the Knowledge of the Company’s knowledge, threatened in writing.
(c) Neither the Companyagents, nor, to the Knowledge of the Company, any of its directors, officers or employees while acting on behalf of the CompanyCompany or any Company Subsidiary, is currently identified on the specially designated nationals or other blocked person listwith respect to any Anti-Corruption Laws, and the Company has notAnti-Money Laundering Laws, directly or knowingly indirectly, used any fundsSanctions, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the soEx-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal yearsIm Laws.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Virgin Group Acquisition Corp. II)
Certain Business Practices. (a) Neither the CompanyCompany nor any Company Subsidiary has, nor, to the Knowledge of the Company, has any director, officer, agent or employee of its Representatives acting on its behalf has the Company or any Company Subsidiary, paid, caused to be paid, or agreed to pay, directly or (to the Knowledge of the Company) indirectly, in connection with the business of the Company: (i) used to any funds for unlawful contributionsgovernment or agency thereof, giftsany agent or any supplier or customer, entertainment any bribe, kickback or other unlawful expenses relating to political activity, similar illegal payment; (ii) made any unlawful payment illegal contribution to government officials any political party or employeescandidate (other than from personal funds of directors, to political parties officers or campaigns employees not reimbursed by their respective employers or violated any provision of the as otherwise permitted by applicable bribery Laws Law); or (iii) intentionally established or maintained any unrecorded fund or asset or made any other unlawful payment in violation false entries on any books or records for any purpose; and, neither the Company nor any of applicable bribery Laws. Neither the CompanyCompany Subsidiaries has, nor, to the Knowledge of the Company, has any director, officer, agent or employee of its Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist any of the Company Subsidiaries violated or is in connection with violation of any actual or proposed transactionprovision of the Foreign Corrupt Practices Act of 1977.
(b) To the Knowledge of the Company, the The operations of the Company and the Company Subsidiaries are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering Laws in statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no Action action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Company Subsidiaries with respect to any of the foregoing Money Laundering Laws is pending or, to the Knowledge of the Company, threatened in writingthreatened.
(c) Neither None of the Company, norany of the Company Subsidiaries or, to the Knowledge of the Company, any of its directorsdirector, officers officer, agent, employee or employees acting on behalf affiliate of the Company, Company or any of the Company Subsidiaries is currently identified on subject to any U.S. sanctions administered by the specially designated nationals Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other blocked person list, relevant sanctions authority; and the Company has will not, directly or knowingly indirectly, used use any fundsproceeds from the Transaction, or loanedlend, contributed contribute or otherwise made make available such funds proceeds to any subsidiary, joint venture partner or other Personperson or entity, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) fiscal yearsOFAC.
Appears in 1 contract