Certain Business Practices. (a) Since February 1, 2019, the Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 2019, none of the Company nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, nor, to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (c) offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws. (b) Since February 1, 2019, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals. (c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as such, or to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions. (d) Since February 1, 2019, neither the Company nor any of its Subsidiaries or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation of any Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws. (e) The Company and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws. (f) There are no pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge of the Company, threatened claims, relating to any actual or suspected breach of Anti-Corruption Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiaries.
Appears in 3 contracts
Sources: Merger Agreement (Tzuo Tien), Merger Agreement (Zuora Inc), Merger Agreement (Slaa Ii (Gp), L.L.C.)
Certain Business Practices. (a) Since February January 1, 20192022, the Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February January 1, 20192022, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company nor any of its Subsidiaries, and nor any of their respective directors, officers, or employees, in each case, solely in their capacities as such, nor, to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, in each case, solely in their capacities as such, has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (c) offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(b) Since February January 1, 20192022, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company and nor any of its Subsidiaries, and their respective directorsis or has been in violation of, officers, in each case, solely in their capacities as such, and nor to the Knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered under investigation by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the importviolating, exportany applicable Anti-Corruption Laws, and reexport of productsSanctions, servicesInternational Trade Laws, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither or Anti-Money Laundering Laws. Neither the Company nor any of its Subsidiaries, nor any of their respective directors, officersofficers or employees, in each caseis the subject or target of Sanctions or located, solely in their capacities as suchorganized, or to resident in any country or region that is the Knowledge subject or target of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated comprehensive Sanctions.
(d) Since February 1, 2019, neither the Company nor any of its Subsidiaries or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation of any Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(ec) The Company and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure promote compliance with Anti-Corruption Laws, Sanctions, International Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge of the Company, threatened claims, relating to any actual or suspected breach of Anti-Corruption Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiaries.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Clearwater Analytics Holdings, Inc.), Agreement and Plan of Merger (Enfusion, Inc.), Agreement and Plan of Merger (Enfusion, Inc.)
Certain Business Practices. (a) Since February 1Except as would not reasonably be expected to have, 2019individually or in the aggregate, a material effect on the Company and or its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1subsidiaries, 2019, none of the Company nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities taken as such, norwhole, to the Knowledge of the Company, none of the Company, any of their respective employeesits subsidiaries, other Representatives or any other Person acting on their behalfrepresentatives of the Company or any of its subsidiaries have, has: directly or indirectly, whether in cash, property or services (ai) used any corporate or other funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating payments related to political activity; , (bii) made any bribes, kickbacks, influence payments, or other unlawful payment to foreign U.S. or domestic non-U.S. government officials or employees or to foreign U.S. or domestic non-U.S. political parties or campaigns, or otherwise taken any action that would cause them to be in violation of (a) the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder; or (b) the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; (c) offeredthe Finnish Penal Code (rikoslaki, promised39/1889, providedas amended); and (d) any other applicable anti-corruption and/or anti-bribery laws, or authorized the provision statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and writs of any moneygovernmental authority of any jurisdiction applicable to the Company or its subsidiaries (whether by virtue of jurisdiction or organization or conduct of business) (collectively, propertythe “Applicable Anti-Corruption Laws”) or (iii) made or accepted any other unlawful payment. The books, records and accounts of the Company and its subsidiaries have at all times been maintained in all material respects in accordance with applicable accounting standards. The Company and its subsidiaries have developed and maintained a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed and access to assets is permitted only in accordance with the Company’s or other thing its subsidiaries’ applicable policies and procedures and management’s general or specific authorization, and (ii) transactions have been recorded as necessary to permit preparation of value, directly or indirectly, periodic financial statements and to any Person maintain accountability for assets and has otherwise established reasonable and adequate internal controls and procedures intended to improperly influence official action or secure an improper advantage in violation of ensure compliance with Applicable Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(b) Since February 1, 2019, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as such, or to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.
(d) Since February 1, 2019, neither the Company nor any of its Subsidiaries or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation of any Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(e) The Company and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge of the Company, threatened claims, relating to any actual or suspected breach of Anti-Corruption Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiaries.
Appears in 2 contracts
Sources: Combination Agreement (Acorda Therapeutics Inc), Combination Agreement (Biotie Therapies Corp.)
Certain Business Practices. (a) Since February 1From and after June 30, 2019, the Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 2019, none of the Company nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, nor2007, to the Knowledge knowledge of the Company, including reliance in good faith, without further independent investigation, on sub-certifications delivered quarterly to management of the Company, neither the Company, any Company Subsidiary nor any director, officer, employee or agent of their respective employees, other Representatives the Company or any other Person Company Subsidiary acting on their behalfbehalf of the Company or any Company Subsidiary has (i) directly or indirectly, has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses payments relating to political activity; , (bii) made directly or indirectly, used or contemplated the use of funds, given, offered, promised, or authorized to give, any unlawful payment money or thing of value (except for payments permitted by 15 U.S.C. Section 78dd-2(b) or (c)) to any foreign or domestic government officials or employees official or to any foreign or domestic political parties party or campaigns; campaign (collectively, “Government Official”), for the purpose, with respect to subclauses (i) and (ii), of influencing an act or decision of the Government Official, or inducing the Government Official to use his or her influence or position to affect any government act or decision to obtain or retain business of the Company or any Company Subsidiary or (ciii) offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly, to made any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Lawsunlawful payment.
(b) Since February 1From and after June 30, 20192007, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) all books and records of the importCompany and all Company Subsidiaries accurately and fairly reflect, exportin reasonable detail, all transactions and reexport dispositions of productsfunds or assets, services, software and technologies and (ii) releases there have been no false or fictitious entries made in the books or records of technologies the Company or any Company Subsidiary relating to any illegal payment or secret or unrecorded fund, and software to foreign nationalsneither the Company nor any Company Subsidiary has established or maintained a secret or unrecorded fund.
(c) Since February 1, 2019, neither To the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as such, or to the Knowledge knowledge of the Company, any since June 30, 2007, the Company and each Company Subsidiary have conducted their export transactions in accordance in all material respects with applicable provisions of their respective employeesU.S. export Laws, and other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for export Laws of the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.countries where it conducts business. Without limiting the foregoing:
(di) Since February 1to the knowledge of the Company, 2019, neither the Company nor any and each Company Subsidiary have obtained all material export licenses and other approvals required for their exports of its Subsidiaries or Representatives or any products, software and technologies from the U.S. and other Person acting on their behalf has violated, has been under investigation for violating or is in violation of any Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.countries where it conducts business;
(eii) The to the knowledge of the Company, the Company and its Subsidiaries have implemented and maintain each Company Subsidiary are in effect policies and procedures reasonably designed to ensure compliance in all material respects with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.the terms of such applicable export licenses or other approvals; and
(fiii) There there are no pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge knowledge of the Company, threatened claims, relating to any actual or suspected breach of Anti-Corruption Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws Claims against the Company or its Subsidiariesany Company Subsidiary with respect to such export licenses or other approvals.
Appears in 2 contracts
Certain Business Practices. 22.1. For the past five (a5) Since February 1years, 2019, the each Target Company and its Subsidiaries have has been in material compliance with the U.S. Foreign Corrupt Practices Act of 1977 and all Antiother applicable anti-Corruption Lawscorruption and anti-bribery laws, in all material respects.
22.2. Since February 1For the past five (5) years, 2019no Target Company nor, none to the knowledge of the Company nor each Target Company, any of its Subsidiaries, and their respective directors, officers, in each caseemployees or representatives, solely in their capacities as such, nor, to the Knowledge when acting on behalf of the a Target Company, any of their respective employees, other Representatives or any other Person acting on their behalf, has: (a) has used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (c) offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly.
22.3. No Target Company or, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(b) Since February 1, 2019, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each caseemployees or any other representative acting on behalf of a Target Company is currently a person organized, solely in their capacities as suchresident, or located in a country, region or territory that is the subject of comprehensive territorial Sanctions (a “Sanctioned Person"). No Target Company 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, (i) to fund any activities or business of or with any Person that, at the time of such funding, is the subject of Sanctions, or in Cuba, Iran, North Korea, and the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine, as this list may be amended from time to time (a “Sanctioned Jurisdiction”) or (ii) in any other manner that would reasonably be expected to result in a violation of Sanctions or Customs & Export Control Laws by any Person. No Target Company or any of their respective directors, officers employees or, to the Knowledge knowledge of the Company, any of their respective employees, other Representatives or any other Person representative acting on their behalfbehalf of a Target Company has, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.
(d) Since February 1since April 24, 2019, neither engaged in (A) dealings with a Sanctioned Person or involving a Sanctioned Jurisdiction in a manner that would violate applicable Sanctions, (B) dealings that could reasonably be expected to result in the Target Company nor any of its Subsidiaries becoming a Sanctioned Person, or Representatives (C) conduct, activity, or any other Person acting on their behalf has violated, has been under investigation for violating practice that would constitute a violation or is in apparent violation of any Anti-Corruption applicable Sanctions or Customs & Export Control Laws. The Target Company has (1) where required by law, secured and maintained all necessary permits, registrations, agreements or other authorizations, including amendments thereof pursuant to Sanctions and Customs & Export Control Laws and (2) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Authority or other legal proceedings with respect to any actual or alleged violations of applicable Sanctions or Customs & Export Control Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(e) has not been notified of any such pending or threatened actions. The Target Company and its Subsidiaries have implemented directors, officers and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Lawsemployees, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action orand, to the Knowledge knowledge of the Company, threatened claimsany other representative acting on behalf of a Target Company, relating to any actual or suspected breach of Anti-Corruption are, and have been since February 12, 2019, in compliance with Sanctions and Customs & Export Control Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiaries.
Appears in 2 contracts
Sources: Subscription Agreement (Maywood Acquisition Corp.), Subscription Agreement (Maywood Acquisition Corp.)
Certain Business Practices. (a) Since February 1, 2019, the Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 2019, none of Neither the Company nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, nor, to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, has: its behalf have (ai) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; , (bii) made any unlawful payment to foreign or domestic government officials or employees or employees, to foreign or domestic political parties or campaigns; campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law or (ciii) offeredmade any other unlawful payment. Neither the Company, promisednor any of its Representatives acting on its behalf, provided, or authorized the provision of any money, property, or other thing of value, have 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 improperly influence official action help or secure an improper advantage hinder the Company or assist the Company in violation of Anti-Corruption Laws., nor has otherwise violated connection with any Anti-Corruption Lawsactual or proposed transaction.
(b) Since February 1, 2019, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to To the Knowledge of the Company, their respective employeesexcept as set forth in Schedule 4.13 or the Company’s Broker-Dealer Report, other Representatives CRD #3777 or that would not have a Material Adverse Effect on the Company, the operations of the Company are and any other Person acting on their behalf have been conducted at all times in material compliance with all applicable importmoney laundering statutes (including but not limited to the USA PATRIOT Act of 2011, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration RegulationsBank Secrecy Act of 1970, the International Traffic in Arms Regulations United States Money Laundering Control Act of 1986, and the regulations International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, the laws and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws)state agencies, and any other applicable import and export laws regulations promulgated thereunder (collectively, the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as such, or to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.
(d) Since February 1, 2019, neither the Company nor any of its Subsidiaries or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation of any Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(e”)) The 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 and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed with respect to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no any of the foregoing is pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge of the Company, threatened claimsthreatened.
(c) Neither the Company nor any of its shareholders, relating directors, or officers, nor, to the Knowledge of the Company, any other Representative acting on behalf of the Company, is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any actual U.S. sanctions administered by OFAC, and the Company has not, since its incorporation, directly or suspected breach 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 Donetsk People’s Republic, Luhansk People’s Republic, and Crimea regions of AntiUkraine, or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC.
(d) Except as specifically authorized by a governmental license, license exception, or other permit or applicable authorization of a Governmental Authority, the Company has not exported, reexported, transferred, facilitated or brokered the sale of any goods, services, technology, or technical data to or from, or entered into any transaction or had any dealing with, any person or entity for whom a license or other authorization is required under the U.S. Export Administration Regulations (the “EAR,” 15 C.F.R. § 730 et seq.), the International Traffic in Arms Regulations (the “ITAR,” 22 C.F.R. § 120 et seq.) or any other U.S. or non-Corruption LawsU.S. export control regime, nor has the Company entered into any transaction prohibited by such laws.
(e) To the Knowledge of the Company, except as set forth in Schedule 4.13 or the Company’s Broker-Dealer Report, CRD #3777 or that would not have a Material Adverse Effect on the Company, during the past five (5) years, the Company has not received any written or oral communication from any Governmental Authority that alleges that the Company or any of its agents are in material violation of, or have, or may have any material liability under, any International Trade Laws, Sanctions Laws or Anti-Money Laundering Laws against Laws. Further, the Company has not, during the past five (5) years, made any voluntary or its Subsidiariesinvoluntary disclosure to a Governmental Authority or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing related to International Trade Laws or Anti-Money Laundering Laws.
11. Add Section 4.26. Section 4.26 is added to the Stock Purchase Agreement as follows:
Appears in 2 contracts
Sources: Stock Purchase Agreement (AtlasClear Holdings, Inc.), Stock Purchase Agreement (Calculator New Pubco, Inc.)
Certain Business Practices. (a) Since February 1, 2019, the Neither any Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 2019, none of the Company nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, Entity nor, to the Knowledge knowledge of the Company, any of their respective employees, other its Representatives or any other Person acting on their behalf, has: has (ai) used any funds (whether of any Company Entity or otherwise) for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; , (bii) made or offered to make any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; , (iii) accepted any unlawful payments, or (civ) offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(b) Since February 1, 2019, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as such, or to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.
(d) Since February 1, 2019, neither the Company nor any of its Subsidiaries or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation provision of any Anti-Corruption LawsLaws or any rules or regulations promulgated thereunder, Trade Lawsanti-money laundering laws or any rules or regulations promulgated thereunder or any applicable Legal Requirement of similar effect. Since January 1, Sanctions 2018, no Company Entity has received any written communication from a Governmental Body that alleges any of the foregoing. Each Company Entity has made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company Entities as required by Anti-Money Laundering Laws.
(e) Corruption Laws in all material respects. The Company and its Subsidiaries Entities have implemented instituted and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws. As of the date of this Agreement, Trade Lawsno officer, Sanctions and Anti-Money Laundering Lawsdirector or employee of any Company Entity is a government official.
(fb) There are no pending legal proceedingsNeither any Company Entity, investigationnor any of their directors, inquiryofficers or employees, (i) is a Sanctioned Person, (ii) has in the past five (5) years engaged in, has any plan or commitment to engage in, direct or indirect dealings with any Sanctioned Person or in any Sanctioned Country on behalf of any Company Entity, except pursuant to a license from the United States, or enforcement action or(iii) has in the past five (5) years violated, or engaged in any conduct sanctionable under, any Sanctions Law, nor to the Knowledge knowledge of the Company, threatened claims, relating to any actual been the subject of an investigation or suspected breach allegation of Anti-Corruption Laws, Trade Laws, Sanctions such a violation or Anti-Money Laundering Laws against the Company or its Subsidiariessanctionable conduct.
Appears in 2 contracts
Sources: Merger Agreement (Cti Biopharma Corp), Merger Agreement (Cti Biopharma Corp)
Certain Business Practices. (ai) Since February January 1, 2019, the Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 20192022, none of the Company, any Company nor any of its SubsidiariesSubsidiary, and their respective directors, officers, in each case, solely in their capacities as such, nor, or to the Knowledge of the Company, any of their respective employeesdirectors, officers, employees or agents or other Representatives persons acting for or on behalf of the Company or any other Person acting on their behalfCompany Subsidiary, has: (aA) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating related to political activity; (bB) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaignscampaigns or violated any provision of any applicable Anti-Corruption Law; (C) made any payment in the nature of criminal bribery; or (cD) offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption LawsLaw or any Law relating to money laundering.
(bii) Since February January 1, 20192022, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge none of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as suchSubsidiary, or to the Knowledge of the Company, any of their respective directors, officers, or employees, or agents or other Representatives persons acting for or on behalf of the Company or any other Person acting on their behalf, Company Subsidiary (A) is or has been a Sanctioned Party nor Person; or (B) has engaged in, nor is now engaged in, any dealings or transactions transacted business with or for the benefit of any Sanctioned Party, nor Person or has otherwise violated applicable Sanctions, in each case, that would result in material liability to the Company and any Company Subsidiaries.
(diii) Since February As of the date hereof, there are no, and since January 1, 20192022, neither the Company nor there have not been, any of its Subsidiaries internal or Representatives external investigations, audits, actions or proceedings pending, or any other Person acting on their behalf has violatedvoluntary or involuntary disclosures made to a Governmental Authority, has been under investigation for violating with respect to any apparent or is in suspected violation of by the Company, any Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(e) The Company and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquirySubsidiary, or enforcement action or, to the Knowledge of the Company, threatened claimsany of their respective officers, relating directors, employees or agents with respect to any actual or suspected breach of Anti-Corruption Laws, Trade Laws, Sanctions Laws or Anti-Money Laundering Laws against the Company or its SubsidiariesSanctions.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Vacasa, Inc.), Agreement and Plan of Merger (Vacasa, Inc.)
Certain Business Practices. (a) Since February 1, 2019, the Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 2019, none None of the Company, any Company nor Subsidiary, any of its Subsidiaries, and their respective directors, officers, in each caseor employees, solely in their capacities as such, nor, or to the Knowledge of the Company’s knowledge, any of their respective employees, other Representatives or any other Person acting on their behalfagents, has: (ai) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating related to political activity; (bii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaignscampaigns or violated any provision of any applicable Anti-Corruption Law; or (ciii) offeredmade any payment in the nature of criminal bribery, promised, provided, in each of the foregoing clauses (i)-(iii) except as would not reasonably be expected to result in material liability to the Company or authorized the provision of any money, property, or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption LawsCompany Subsidiary.
(b) Since February 1, 2019, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge None of the Company, their respective employeesany Company Subsidiary, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as suchor employees, or to the Knowledge of the Company’s knowledge, any of their respective employees, other Representatives agents (i) is or any other Person acting on their behalf, is has been a Sanctioned Party nor Person; (ii) has engaged in, nor is now engaged in, any dealings or transactions transacted business with or for the benefit of any Sanctioned Party, nor Person or has otherwise violated applicable Sanctions; or (iii) has violated any Ex-Im Laws, in each of the foregoing clauses (i)-(iii) except as would not reasonably be expected to result in material liability to the Company or any Company Subsidiary.
(dc) Since February 1There are no, 2019and there have never been, neither any internal or external investigations, 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 nor Subsidiary, or any of its Subsidiaries their respective officers, directors, employees, or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation of agents with respect to any Anti-Corruption Laws, Trade Sanctions, or Ex-Im Laws, Sanctions and Anti-Money Laundering Laws.
(e) The Company and its Subsidiaries have implemented and maintain except as would not reasonably be expected to result in effect policies and procedures reasonably designed material liability to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge of the Company, threatened claims, relating to any actual or suspected breach of Anti-Corruption Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiariesany Company Subsidiary.
Appears in 1 contract
Sources: Business Combination Agreement (DHC Acquisition Corp.)
Certain Business Practices. (a) Since February 1In the past three (3) years, 2019except as would not reasonably be expected to have, individually or in the aggregate, a Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 2019Material Adverse Effect, none of the Company nor any of its Subsidiaries, and nor any of their respective directors, officers, in each case, solely in their capacities as such, nor, to the Knowledge of the Company, employees, advisors, agents and other representatives (in each case, while acting on behalf of the Company or any of their respective employees, other Representatives or any other Person acting on their behalfits Subsidiaries), has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made or received any unlawful payment to or from foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (c) offered, promised, provided, or authorized the provision of any money, property, or other thing of valueviolated, directly or indirectly, to any Person to improperly influence official action provision of the Foreign Corrupt Practices Act of 1977, as amended, or secure an improper advantage in violation any rules or regulations thereunder, or, as applicable, any comparable foreign law, statute, ordinance, rule, regulation, judgment, writ, decree or order of any Governmental Authority (“Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws”).
(b) Since February 1In the past three (3) years, 2019except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the operations of the Company and each of its Subsidiaries are and have been conducted in compliance with applicable financial due diligence, recordkeeping and reporting requirements of all applicable Anti-Money Laundering Laws, and no suit, action or Proceeding by or before any Governmental Authority involving each of the Company or any of its Subsidiaries, and their respective directorswith respect to Anti-Money Laundering Laws is ongoing, officerspending or, in each case, solely in their capacities as such, and to the Knowledge of the Company, their respective employees, other Representatives threatened. Each of the Company and any other Person acting on their behalf have been in its Subsidiaries has instituted and maintain policies and procedures designed to promote compliance with all applicable import, export control Anti-Corruption Laws and economic procedures designed to promote compliance with Anti-Money Laundering Laws and trade sanctions laws, regulations, statutes is in material compliance with such policies and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationalsprocedures.
(c) Since February 1Except as would not reasonably be expected to have, 2019individually or in the aggregate, neither a Company Material Adverse Effect, none of the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each caseemployees, solely in their capacities as suchnor, or to the Knowledge of the Company, advisors, agents and other representatives (in each case, while acting on behalf of the Company or any of their respective employeesits Subsidiaries) is currently, other Representatives or any other Person acting on their behalfin the last three (3) years has been, is (i) a Sanctioned Party nor has engaged in, nor is now engaged in, Person; (ii) engaging in any unlawful dealings or transactions with with, on behalf of, or for the benefit of any Sanctioned PartyPerson or in any Sanctioned Country; or (iii) otherwise in violation of Sanctions, nor has otherwise violated SanctionsEx-Im Laws, or U.S. anti-boycott laws, statutes, ordinances, rules, regulations, judgments, writs, decrees or, as applicable, orders of any Governmental Authority (collectively, “Trade Control Laws”).
(d) Since February 1In the past three (3) years, 2019, neither the Company nor any has not, in connection with or relating to the business of its Subsidiaries or Representatives the Company or any other Subsidiary of the Company, received from any Governmental Authority or any Person acting on their behalf has violatedany written notice, has been under inquiry or internal or external allegation, made any voluntary or involuntary disclosure to a Governmental Authority, or conducted any internal investigation for violating or is in audit concerning any actual or potential violation of any or wrongdoing related to Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws or Trade Control Laws.
(e) The Company and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) . There are no pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge of the Company, threatened claims, relating claims against the Company nor any of its Subsidiaries with respect to any actual or suspected breach of Anti-Corruption Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its SubsidiariesTrade Control Laws.
Appears in 1 contract
Sources: Merger Agreement (Olo Inc.)
Certain Business Practices. (a) Since February 1Neither JV GmbH, 2019, the Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 2019, none of the Company any Subsidiary nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, nor, to the Knowledge of the Company, Carve-Out JV or any of their respective employees, other Representatives or any other Person acting on their behalf, has: has in violation of applicable Anti-Corruption Law (ai) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; , (bii) made any unlawful payment to foreign or domestic government officials or employees or employees, to foreign or domestic political parties or campaigns; campaigns or (c) offered, promised, provided, or authorized the violated any provision of any money, property, Anti-Corruption Laws or other thing of value, (iii) 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 improperly influence official action help, hinder or secure an improper advantage assist JV GmbH, any Subsidiary or any Carve-Out JV in violation of Anti-Corruption Laws., nor has otherwise violated connection with any Anti-Corruption Lawsactual or proposed transaction.
(b) Since February 1The operations of JV GmbH, 2019its Subsidiaries and the Carve-Out JVs are and, since the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and date that is two (2) years prior to the Knowledge of the Companydate hereof, their respective employees, other Representatives and any other Person acting on their behalf have been conducted at all times in compliance with money laundering statutes in all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulationsjurisdictions, the International Traffic in Arms Regulations rules and the regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by the Office of Foreign Assets Control any Governmental Authority, and no Action involving JV GmbH, any Subsidiary or any Carve-Out JV with respect to any of the U.S. Department foregoing is pending or, to the knowledge of the TreasuryJV GmbH, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationalsthreatened.
(c) Since February 1, 2019To the knowledge of JV GmbH, neither the Company nor any of its SubsidiariesJV GmbH, nor any of their respective directors, officers, in each case, solely in their capacities as such, or to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.
(d) Since February 1, 2019, neither the Company nor any of its Subsidiaries or Representatives or nor any other Person acting on their behalf has violatedCarve-Out JV is or, since the date that is two (2) years prior to the date hereof, has been under investigation for violating or is in violation the subject of any Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(e) The Company and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, inquiry or enforcement action 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 CompanyJV GmbH, threatened claimsand, relating to the knowledge of JV GmbH, there are no circumstances reasonably likely to give rise to any actual such investigation, inquiry or suspected breach of Anti-Corruption Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiariesproceedings.
Appears in 1 contract
Sources: Business Combination Agreement (SDCL EDGE Acquisition Corp)
Certain Business Practices. (a) Since February 1To the Company’s Knowledge, 2019no Target Company, nor any of their respective Representatives acting on their behalf has offered, given, paid, promised to pay, or authorized the payment of anything of value to (i) an official or employee of a foreign or domestic Governmental Authority; (ii) a foreign or domestic political party or an official of a foreign or domestic political party; or (iii) a candidate for foreign or domestic political office, in any such case under circumstances where such Target Company or Representative thereof knew that all or a portion of such thing of value would be offered, given, or promised to an official or employee or a foreign or domestic Governmental Authority, a foreign or domestic political party, an official of a foreign or domestic political party, or a candidate for a foreign or domestic political office (in each case in violation of any Anti-Bribery Law). To the Company’s Knowledge, no Target Company nor any Representative of any Target Company has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anti-Bribery Law or Anti-Money Laundering Law. To the Company’s Knowledge, no Target Company nor any Representative of any Target Company has received any written notice, request, or citation from any Governmental Authority for any actual or potential noncompliance with any Anti-Bribery Law or Anti-Money Laundering Law. To the Company’s Knowledge, there are no actions, conditions, or circumstances that would reasonably be expected to give rise to any future Actions against the Company and its Subsidiaries have been related to any actual or alleged violation of any Anti-Bribery Law or Anti-Money Laundering Law. Each of the Target Companies has conducted operations in material compliance with all applicable financial recordkeeping and reporting requirements of the Anti-Corruption Bribery Laws and Anti-Money Laundering Laws. Since February 1.
(b) The operations of each Target Company are and since April 24, 20192019 have been conducted at all times in compliance with economic sanctions, none export controls, and money laundering 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 Legal Proceeding involving a Target Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened.
(c) No Target Company nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, norofficers or, to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person Representative acting on their behalfbehalf of a Target Company, hasis or has been: (ai) used identified on any funds for unlawful contributionsapplicable sanctions-related list of designated or blocked persons (including without limitation the SDN List) (ii) otherwise the subject or target of any U.S. sanctions administered by the U.S. government, gifts(iii) located, entertainment organized, or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaignsresident in a Sanctioned Jurisdiction; or (civ) offered, promised, provided, or authorized the provision of any money, property, or other thing of valueowned, directly or indirectly, to individually or in the aggregate, fifty percent (50%) or more or otherwise controlled by any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(b) Since February 1, 2019, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as such, or to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctionsforegoing.
(d) Since February 1The Target Companies have since April 24, 2019, neither 2019 maintained in place and implemented controls and systems designed to ensure compliance with economic sanctions and export controls administered and maintained by the Company nor any of its Subsidiaries or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation of any Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering LawsU.S. government.
(e) The No Target Company and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Lawshas since April 24, Trade Laws2019, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedingsdirectly or indirectly, investigation, inquiryknowingly used any funds, or enforcement action orloaned, to the Knowledge of the Company, threatened claims, relating contributed or otherwise made available such funds to any actual Subsidiary, joint venture partner or suspected breach other Person, in connection with any sales or operations in a Sanctioned Jurisdiction or for the purpose of Anti-Corruption Lawsfinancing the activities (x) of any Person currently the subject or target of U.S. sanctions administered by the U.S. government, Trade Lawsor (y) in any other manner that would constitute a violation of, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiariesany U.S. sanctions administered by U.S. government.
Appears in 1 contract
Sources: Business Combination Agreement (Bleichroeder Acquisition Corp. I)
Certain Business Practices. Except as would not have a Company Material Adverse Effect:
(a) Since February 1, 2019, the Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 2019, none None of the Company nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, nor, to the Knowledge of the CompanyPrivate Group Companies, any of their respective employeesofficers, directors, or employees or, to the Company’s knowledge, any of their other Representatives Representatives, or any other Persons acting for or on behalf of any of the foregoing, since January 1, 2019, (i) has been a Sanctioned Person, (ii) has transacted any business with or for the direct or knowing indirect benefit of any Sanctioned Person acting on their behalfin violation of applicable Sanctions or (iii) has otherwise violated any applicable Sanctions, has: (a) used any funds for unlawful contributionsEx-Im Laws, gifts, entertainment or other unlawful expenses relating to political activity; anti-boycott Laws.
(b) made None of the Private Group Companies, any unlawful payment to foreign or domestic government officials of their respective officers, directors or employees or, to the Company’s knowledge, any of their other Representatives, or to foreign any other Persons acting for or domestic political parties or campaigns; or on behalf of any of the foregoing has, since January 1, 2019, (ci) made, offered, promised, providedpaid or received any unlawful bribes, or authorized the provision of any money, propertykickbacks, or other thing of valuesimilar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate for any Person to improperly influence official action improper purpose or secure an (iii) otherwise made, offered, received, authorized, promised or paid any improper advantage payment in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(bc) Since February 1The Private Group Companies have instituted and maintained policies and procedures designed to ensure compliance with the Anti-Corruption Laws, 2019, the Company and its SubsidiariesSanctions, and their respective directors, officers, Ex-Im Laws in each case, solely jurisdiction in their capacities as such, and to the Knowledge of the Company, their respective employees, other Representatives and which any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as such, or to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctionssuch entity operates.
(d) Since February To the Company’s knowledge, no Private Group Company has, since January 1, 2019, neither been the Company nor subject of any of its Subsidiaries allegation, voluntary disclosure, investigation, prosecution or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation of enforcement action related to any Anti-Corruption Laws, Trade LawsSanctions, Sanctions and Antior Ex-Money Laundering Im Laws.
(e) The Company and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge of the Company, threatened claims, relating to any actual or suspected breach of Anti-Corruption Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiaries.
Appears in 1 contract
Sources: Business Combination Agreement (Montes Archimedes Acquisition Corp)
Certain Business Practices. 21.1. For the past five (a5) Since February 1years, 2019, the each Target Company and its Subsidiaries have has been in material compliance with the U.S. Foreign Corrupt Practices Act of 1977 and all Antiother applicable anti-Corruption Lawscorruption and anti-bribery laws, in all material respects.
21.2. Since February 1For the past five (5) years, 2019no Target Company nor, none to the knowledge of the Company nor each Target Company, any of its Subsidiaries, and their respective directors, officers, in each caseemployees or representatives, solely in their capacities as such, nor, to the Knowledge when acting on behalf of the a Target Company, any of their respective employees, other Representatives or any other Person acting on their behalf, has: (a) has used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (c) offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly.
21.3. No Target Company or, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(b) Since February 1, 2019, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each caseemployees or any other representative acting on behalf of a Target Company is currently a person organized, solely in their capacities as suchresident, or located in a country, region or territory that is the subject of comprehensive territorial Sanctions (a “Sanctioned Person”). No Target Company 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, (i) to fund any activities or business of or with any Person that, at the time of such funding, is the subject of Sanctions, or in Cuba, Iran, North Korea, and the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine, as this list may be amended from time to time (a “Sanctioned Jurisdiction”) or (ii) in any other manner that would reasonably be expected to result in a violation of Sanctions or Customs & Export Control Laws by any Person. No Target Company or any of their respective directors, officers employees or, to the Knowledge knowledge of the Company, any of their respective employees, other Representatives or any other Person representative acting on their behalfbehalf of a Target Company has, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.
(d) Since February 1since April 24, 2019, neither engaged in (A) dealings with a Sanctioned Person or involving a Sanctioned Jurisdiction in a manner that would violate applicable Sanctions, (B) dealings that could reasonably be expected to result in the Target Company nor any of its Subsidiaries becoming a Sanctioned Person, or Representatives (C) conduct, activity, or any other Person acting on their behalf has violated, has been under investigation for violating practice that would constitute a violation or is in apparent violation of any Anti-Corruption applicable Sanctions or Customs & Export Control Laws. The Target Company has (1) where required by law, secured and maintained all necessary permits, registrations, agreements or other authorizations, including amendments thereof pursuant to Sanctions and Customs & Export Control Laws and (2) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Authority or other legal proceedings with respect to any actual or alleged violations of applicable Sanctions or Customs & Export Control Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(e) has not been notified of any such pending or threatened actions. The Target Company and its Subsidiaries have implemented directors, officers and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Lawsemployees, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action orand, to the Knowledge knowledge of the Company, threatened claimsany other representative acting on behalf of a Target Company, relating to any actual or suspected breach of Anti-Corruption are, and have been since April 24, 2019, in compliance with Sanctions and Customs & Export Control Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiaries.
Appears in 1 contract
Sources: Subscription Agreement (Inflection Point Acquisition Corp. III)
Certain Business Practices. (a) Since February January 1, 20192021, the Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 2019, none of the Company nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, nor, to the Knowledge of the no HMI Company, nor any of their respective employees, other Representatives or any other Person acting on their behalf, has: behalf has (ai) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; , (bii) made or offered to make any unlawful payment or provided or offered to provide anything of value to foreign or domestic government officials or employees or employees, to foreign or domestic political parties or campaigns; campaigns or violated any provision of the FCPA or any other applicable anti-corruption or bribery Law, or (ciii) offeredmade any other payment, promisedin each case, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption applicable Laws.. Since January 1, 2021, no HMI Company, nor any of their respective Representatives acting on their behalf has otherwise violated directly or knowingly indirectly, given or agreed to give any Anti-Corruption 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 any HMI Company or assist any HMI Company in connection with any actual or proposed transaction, in each case, in violation of applicable Laws. No Action involving a HMI Company with respect to any of the foregoing is pending or, to the Knowledge of HMI, threatened.
(b) Since February January 1, 20192021, the operations of each HMI Company are and its Subsidiarieshave been conducted at all times in compliance in all material respects with money laundering 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, to the extent applicable, that have jurisdiction over the HMI Companies, and their respective directorsno Action involving a HMI Company with respect to any of the foregoing is pending or, officers, in each case, solely in their capacities as such, and to the Knowledge of HMI, threatened that would reasonably be expected to be material, individually or in the Companyaggregate, their respective employeesto the HMI Companies, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up taken as a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationalswhole.
(c) Since February 1No HMI Company, 2019nor any director, neither officer, or employee thereof, or, to HMI’s Knowledge, any agent, Affiliate or Representative of the HMI Companies, is an individual or entity that is, or is owned or controlled by one or more Person(s) that are (each, a “Sanctioned Person”):
(i) the subject of any Sanctions;
(ii) the target of Sanctions or identified on the OFAC Specially Designated Nationals and Blocked Persons List or other Sanctions-related list of designated persons maintained by OFAC; or
(iii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, the so-called Donetsk People’s Republic, Iran, the so-called Luhansk People’s Republic, North Korea and Syria).
(d) No HMI Company nor any of its Subsidiariesdirector, nor any of their respective directors, officers, in each case, solely in their capacities as suchofficer, or employee thereof, or, to HMI’s Knowledge, any agent, Affiliate or Representative of the HMI Companies is subject to debarment or any list-based designations under the applicable laws and regulations relating to the Knowledge export, reexport, transfer, import of products, software or technology (“Export Control Laws”).
(e) HMI has not, and will not, directly or indirectly, use the proceeds of the Companyoffering, or lend, contribute or otherwise make available any of their respective employeesproceeds to any Subsidiary, joint venture partner, other Representatives Sanctioned Person:
(i) to fund or facilitate any activities or business of or with any Sanctioned Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or
(ii) in any other manner that will result in a violation of Sanctions by any Sanctioned Person acting on their behalf(including any Sanctioned Person participating in the offering, is a Sanctioned Party nor has whether as underwriter, advisor, investor or otherwise).
(f) The HMI Companies have not engaged in, nor is are not now engaged in, and will not engage in, any dealings or transactions with or for the benefit of any Sanctioned PartyPerson, nor has otherwise violated or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as permitted by Sanctions.
(dg) Since February The HMI Companies have (1) secured and maintained all necessary permits, 2019registrations, neither agreements or other authorizations, including amendments thereof pursuant to Sanctions and Export Control Laws and (2) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Authority or other legal proceedings with respect to any actual or alleged violations of Sanctions or Export Control Laws, and has not been notified of any such pending or threatened actions. No HMI Company nor or any of its Subsidiaries their respective directors or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation of any Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(e) The Company and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action officers or, to the Knowledge of the CompanyHMI, threatened claimsany other Representative acting on behalf of a HMI Company has, relating to since January 1, 2019, engaged in conduct, activity or practices that would constitute a violation of any actual or suspected breach of Anti-Corruption Laws, Trade Laws, application Sanctions or Anti-Money Laundering Laws against the Company or its SubsidiariesExport Control Laws.
Appears in 1 contract
Certain Business Practices. (a) Since February 1, 2019, the Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 2019, none of the Company nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, nor, to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (c) offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(b) Since February 1, 2019, the The Company and its Subsidiaries, and their respective officers, directors, officersemployees, in each caseand, solely in their capacities as such, and to the Knowledge of the CompanyCompany and its Subsidiaries, their respective employeesthe distributors and agents of the Company or its Subsidiaries are, other Representatives and any other Person acting on their behalf since January 1, 2012, have been been, in compliance in all material respects with all applicable importLaws governing the importation of goods, export control Anti-Corruption Laws, Economic Sanctions Laws and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control with section 7 of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation German Foreign Trade Ordinance (EU§ 7 Außenwirtschaftsverordnung) 2021/821 of the European Parliament or a similar applicable anti-boycott statute.
(b) The Company and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws)its Subsidiaries do not, and have not since January 1, 2012, carried on any other applicable import and export laws (the “Trade Laws”) and have obtainedbusiness, satisfied the requirements of directly or are otherwise qualified to rely uponindirectly, all import and export licensesinvolving Cuba, consentsIran, noticesSyria, waiversSudan, approvals, orders, registrations, declarations North Korea or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationalsCrimea.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as such, or to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.
(d) Since February 1, 2019, neither Neither the Company nor any of its Subsidiaries (nor any of their respective officers, directors or Representatives employees), since January 1, 2012, has made or agreed to make any contribution, payment, gift or entertainment to, or accepted or received any contributions, payments, gifts or entertainment from, any government official, employee (including any employee of a state-owned or state-controlled enterprise), political party or agent or any other Person acting on their behalf has violatedcandidate for any federal, has been under investigation for violating state, local or is foreign public office, where either the contribution, payment or gift or the purpose thereof was not in violation compliance in all material respects with the Laws of any applicable federal, state, local or foreign jurisdiction.
(d) Neither the Company nor any of its Subsidiaries has, since January 1, 2012, received any written allegation, demand notice, or order, in each case, from a Governmental Entity with respect to, or launched any internal investigation or made any voluntary disclosure concerning, a material breach of or material liability under applicable Laws governing the importation of goods, Anti-Corruption Laws, Economic Sanctions Laws or Section 7 of the German Foreign Trade Laws, Sanctions and AntiOrdinance or any similar anti-Money Laundering Lawsboycott Law.
(e) The Company and its Subsidiaries have implemented implement and maintain in effect internal controls, policies and procedures reasonably designed intended to ensure compliance with detect, prevent and deter violations of applicable Laws governing the importation of goods, Anti-Corruption Laws, Trade Laws, Economic Sanctions Laws and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge section 7 of the Company, threatened claims, relating to any actual German Foreign Trade Ordinance or suspected breach of Antia similar applicable anti-Corruption Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiariesboycott statute.
Appears in 1 contract
Sources: Merger Agreement (Om Group Inc)
Certain Business Practices. 22.1. For the past five (a5) Since February 1years, 2019, the each Target Company and its Subsidiaries have has been in material compliance with the U.S. Foreign Corrupt Practices Act of 1977 and all Antiother applicable anti-Corruption Lawscorruption and anti-bribery laws, in all material respects.
22.2. Since February 1For the past five (5) years, 2019no Target Company nor, none to the knowledge of the Company nor each Target Company, any of its Subsidiaries, and their respective directors, officers, in each caseemployees or representatives, solely in their capacities as such, nor, to the Knowledge when acting on behalf of the a Target Company, any of their respective employees, other Representatives or any other Person acting on their behalf, has: (a) has used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (c) offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly.
22.3. No Target Company or, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(b) Since February 1, 2019, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each caseemployees or any other representative acting on behalf of a Target Company is currently a person organized, solely in their capacities as suchresident, or located in a country, region or territory that is the subject of comprehensive territorial Sanctions (a “Sanctioned Person”). No Target Company 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, (i) to fund any activities or business of or with any Person that, at the time of such funding, is the subject of Sanctions, or in Cuba, Iran, North Korea, and the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine, as this list may be amended from time to time (a “Sanctioned Jurisdiction”) or (ii) in any other manner that would reasonably be expected to result in a violation of Sanctions or Customs & Export Control Laws by any Person. No Target Company or any of their respective directors, officers employees or, to the Knowledge knowledge of the Company, any of their respective employees, other Representatives or any other Person representative acting on their behalfbehalf of a Target Company has, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.
(d) Since February 1since April 24, 2019, neither engaged in (A) dealings with a Sanctioned Person or involving a Sanctioned Jurisdiction in a manner that would violate applicable Sanctions, (B) dealings that could reasonably be expected to result in the Target Company nor any of its Subsidiaries becoming a Sanctioned Person, or Representatives (C) conduct, activity, or any other Person acting on their behalf has violated, has been under investigation for violating practice that would constitute a violation or is in apparent violation of any Anti-Corruption applicable Sanctions or Customs & Export Control Laws. The Target Company has (1) where required by law, secured and maintained all necessary permits, registrations, agreements or other authorizations, including amendments thereof pursuant to Sanctions and Customs & Export Control Laws and (2) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Authority or other legal proceedings with respect to any actual or alleged violations of applicable Sanctions or Customs & Export Control Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(e) has not been notified of any such pending or threatened actions. The Target Company and its Subsidiaries have implemented directors, officers and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Lawsemployees, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action orand, to the Knowledge knowledge of the Company, threatened claimsany other representative acting on behalf of a Target Company, relating to any actual or suspected breach of Anti-Corruption are, and have been since April 24, 2019, in compliance with Sanctions and Customs & Export Control Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiaries.
Appears in 1 contract
Sources: Subscription Agreement (Inflection Point Acquisition Corp. III)
Certain Business Practices. (a) Since February 1, 2019, the Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 20192017, none of the Company, any Company nor Subsidiary, any of its Subsidiaries, and their respective directors, officers, in each caseor employees, solely in their capacities as such, nor, or to the Knowledge of the Company’s knowledge, any of their respective employees, other Representatives or any other Person acting on their behalfagents, has: (ai) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating related to political activity; (bii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaignscampaigns or violated any provision of any applicable Anti-Corruption Law; or (ciii) offeredmade any payment in the nature of criminal bribery, promised, provided, or authorized in each of the provision of any money, property, or other thing of value, directly or indirectly, foregoing clauses (i)-(iii) except as would not reasonably be expected to any Person result in material liability to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Lawsthe Company.
(b) Since February 1, 20192017, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge none of the Company, their respective employeesany Company Subsidiary, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as suchor employees, or to the Knowledge of the Company’s knowledge, any of their respective employees, other Representatives agents (i) is or any other Person acting on their behalf, is has been a Sanctioned Party nor Person; (ii) has engaged in, nor is now engaged in, any dealings or transactions transacted business with or for the benefit of any Sanctioned Party, nor Person or has otherwise violated applicable Sanctions; or (iii) has violated any Ex-Im Laws, in each of the foregoing clauses (i)-(iii) except as would not reasonably be expected to result in material liability to the Company.
(dc) Since There are no, and since February 1, 20192017, neither there have not been, any internal or external investigations, 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 nor Subsidiary, or any of its Subsidiaries their respective officers, directors, employees, or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation of agents with respect to any Anti-Corruption Laws, Trade Sanctions, or Ex-Im Laws, Sanctions and Anti-Money Laundering Laws.
(e) The Company and its Subsidiaries have implemented and maintain except as would not reasonably be expected to result in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action or, material liability to the Knowledge of the Company, threatened claims, relating to any actual or suspected breach of Anti-Corruption Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiaries.
Appears in 1 contract
Sources: Business Combination Agreement (Switchback Energy Acquisition Corp)
Certain Business Practices. (a) Since February 1In the past three (3) years, 2019except as would not reasonably be expected to have, individually or in the aggregate, a Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 2019Material Adverse Effect, none of the Company nor any of its Subsidiaries, and nor any of their respective directors, officers, in each case, solely in their capacities as such, nor, to the Knowledge of the Company, employees, advisors, agents and other representatives (in each case, while acting on behalf of the Company or any of their respective employees, other Representatives or any other Person acting on their behalfits Subsidiaries), has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made or received any unlawful payment to or from foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (c) offered, promised, provided, or authorized the provision of any money, property, or other thing of valueviolated, directly or indirectly, to any Person to improperly influence official action provision of the Foreign Corrupt Practices Act of 1977, as amended, or secure an any rules or regulations thereunder, or, as applicable, any comparable foreign law, statute, ordinance, rule, regulation, judgment, writ, decree or order of any Governmental Authority concerning anti-bribery, anti-corruption, kick-backs and other improper advantage in violation of payments (“Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws”).
(b) Since February 1In the past three (3) years, 2019except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the operations of the Company and each of its Subsidiaries are and have been conducted in compliance with applicable financial due diligence, recordkeeping and reporting requirements of all applicable Anti-Money Laundering Laws, and no Proceeding by or before any Governmental Authority involving each of the Company or any of its Subsidiaries, and their respective directorswith respect to Anti-Money Laundering Laws is ongoing, officerspending or, in each case, solely in their capacities as such, and to the Knowledge of the Company, their respective employeesthreatened. Each of the Company and its Subsidiaries has instituted and maintain policies and procedures designed to promote compliance with Anti-Corruption Laws and procedures designed to promote compliance with Anti-Money Laundering Laws and, other Representatives and any other Person acting on their behalf have been except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, is in compliance with all applicable import, export control such policies and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationalsprocedures.
(c) Since February 1Except as would not reasonably be expected to have, 2019individually or in the aggregate, neither a Company Material Adverse Effect, none of the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each caseemployees, solely in their capacities as suchnor, or to the Knowledge of the Company, advisors, agents and other representatives (in each case, while acting on behalf of the Company or any of their respective employeesits Subsidiaries) is currently, other Representatives or any other Person acting on their behalfin the last three (3) years (or, is in the case of Sanctions, since April 24, 2019) has been, (i) a Sanctioned Party nor has engaged in, nor is now engaged in, Person; (ii) engaging in any unlawful dealings or transactions with with, on behalf of, or for the benefit of any Sanctioned PartyPerson or in any Sanctioned Country; or (iii) otherwise in violation of Sanctions, nor has otherwise violated SanctionsEx-Im Laws, or U.S. anti-boycott laws, statutes, ordinances, rules, regulations, judgments, writs, decrees or, as applicable, orders of any Governmental Authority (collectively, “Trade Control Laws”).
(d) Since February 1In the past three (3) years (or, in the case of Sanctions, since April 24, 2019), neither except as would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company nor any has not, in connection with or relating to the business of its Subsidiaries or Representatives the Company or any other Subsidiary of the Company, received from any Governmental Authority or any Person acting on their behalf has violatedany written notice, has been under inquiry or internal or external allegation, made any voluntary or involuntary disclosure to a Governmental Authority, or conducted any internal investigation for violating or is in audit concerning any actual or potential violation of any or wrongdoing related to Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws or Trade Control Laws.
(e) The Company and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) . There are no pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge of the Company, threatened claims, relating claims against the Company nor any of its Subsidiaries with respect to any actual or suspected breach of Anti-Corruption Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its SubsidiariesTrade Control Laws.
Appears in 1 contract
Certain Business Practices. (a) Since February January 1, 20192015, the except as would not have a Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 2019Material Adverse Effect, none of the Company nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, nor, to the Knowledge of the Company, any of their respective employeesits Subsidiaries or, other Representatives to the Company's knowledge, any directors or officers, agents or employees of the Company or any other Person acting of its Subsidiaries (with respect to actions taken by such persons on their behalfbehalf of, has: or for the express benefit of, the Company or any of its Subsidiaries), has directly or indirectly taken any action which would cause it to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder, the Anti-Corruption Law of Brazil (Law No. 12,846/2013), the Organization of Economic Cooperation & Development (OECD) Convention on Combating Bribery of Foreign Officials in International Business Transactions (1997) (implemented in Brazil by Law No. 10,467 and Law No. 9,613), and the Organization of American States (OAS) Inter-American Convention Against Corruption (1997) (ratified by Brazil in 2002), or any similar anti-corruption or anti-bribery Law, in each case, as such Laws may be amended from time to time and to the extent such Laws are applicable to the Company or any of its Subsidiaries (collectively, the "Anti-Corruption Laws") or, in violation of the Anti-Corruption Laws (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; , (b) made made, offered or authorized any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; , whether directly or indirectly, or (c) offeredmade, promised, provided, offered or authorized the provision of any moneyunlawful bribe, propertyrebate, payoff, influence payment, kickback or other thing of valuesimilar unlawful payment, whether directly or indirectly, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(b) Since February 1Except as would not have a Company Material Adverse Effect, 2019, each of the Company and its Subsidiaries, and each of their respective directorsdirectors and officers (with respect to actions taken by such persons on behalf of, officersor for the express benefit of, the Company or any of its Subsidiaries), is, and since January 1, 2015, has been, in each case, solely in their capacities as such, and to the Knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in full compliance with all the applicable import, provisions of (i) U.S. export control Laws and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, but not limited to the International Traffic in Arms Regulations (22 C.F.R. §§ 120-130), the Export Administration Regulations (15. C.F.R. §§ 730-774), the economic sanctions regulations and the regulations guidelines administered by the Department of Treasury, Office of Foreign Assets Control ("OFAC") and the USA Patriot Act (Title III of the U.S. Department of the TreasuryPub. L. 107-56, the UK Strategic Export Control Listssigned into law October 26, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws2001), and any other applicable import and export laws (the “Trade Laws”) and have obtainedas amended, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases restrictions against dealings with certain prohibited, debarred, denied or specially designated entities or individuals under statutes, regulations, orders, and decrees of technologies various agencies of the governments of the countries where the Company or its Subsidiaries does business, and software the export Laws of the other countries where it conducts business, in each case of (i) and (ii), as and to foreign nationals.
(c) Since February 1the extent applicable to the operations of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries or their Affiliates has received any notices of noncompliance, 2019, neither complaints or warnings with respect to its compliance with export Laws in relation to the business of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries, nor any of their respective directors, directors or officers, in each casenor any Person, solely in their capacities as suchAffiliate, or consultant acting on behalf thereof, is an entity or individual that is (i) the subject of any sanctions administered or enforced by OFAC, the United Nations Security Council ("UNSC"), Her Majesty's Treasury ("HMT"), the European Union ("EU"); or (ii) located or resident in, or organized under the Laws of, a country subject to the Knowledge OFAC, UNSC or HMT or EU administered or enforced sanctions. None of the Companyshareholders of the Company as of the date hereof is a Person that is the subject of OFAC, UNSC or HMT or EU administered sanctions or is located or resident in, or organized under the Laws of, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctionssuch country.
(d) Since February 1, 2019, neither the Company nor any of its Subsidiaries or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation of any Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(e) The Company and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge of the Company, threatened claims, relating to any actual or suspected breach of Anti-Corruption Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiaries.
Appears in 1 contract
Sources: Business Combination Agreement (Boulevard Acquisition Corp. Ii)
Certain Business Practices. (a) Since February 1For the past five years, 2019, the each Target Company and its Subsidiaries have has been in material compliance with the FCPA and all Antiother applicable anti-Corruption corruption and anti-bribery Laws. Since February 1, 2019, none of the Company nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, norall material respects. No Target Company is subject to any Action by any Governmental Authority involving any actual or, to the Knowledge of the Company, suspected, violation of any applicable anti-corruption Law.
(b) For the past five years, no Target Company nor any of their respective employeesits directors, other Representatives officers or, to the Knowledge of each Target Company, employees or any other Person Representatives, when acting on their behalfbehalf of a Target Company, has: (a) has used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (c) offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(b) Since February 1, 2019, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the No Target Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as such, directors or to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.
(d) Since February 1, 2019, neither the Company nor any of its Subsidiaries or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation of any Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(e) The Company and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action officers or, to the Knowledge of the Company, threatened claimsany other Representative acting on behalf of a Target Company, relating is currently the target of Sanctions, including (i) identified on the OFAC Specially Designated Nationals and Blocked Persons List or other Sanctions-related list of designated persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union, any member state of the European Union, or the United Kingdom, (ii) organized, resident, or located in, or a national of a Sanctioned Jurisdiction, (iii) the government of a Sanctioned Jurisdiction or the Government of Venezuela or (iv) in the aggregate, 50% or greater owned, directly or indirectly, or otherwise controlled, by or acting for or on behalf of a person identified in clauses (i)-(iii) (collectively, a “Sanctioned Person”), or is subject to debarment or any list-based designations under Customs & Export Control Laws. No Target Company has, directly or, knowingly, indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Company Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any Sanctioned Jurisdiction or for the purpose of financing the activities of any Sanctioned Person since January 1, 2019 in a manner that would violate applicable Sanctions. No Target Company nor any of its directors or officers or, to the Knowledge of the Company, any other Representative acting on behalf of a Target Company has, since January 1, 2019 engaged in (A) dealings with a Sanctioned Person or involving a Sanctioned Jurisdiction in a manner that would violate applicable Sanctions, (B) dealings that could reasonably be expected to result in the Target Company becoming a Sanctioned Person, or (C) conduct, activity, or practice that would constitute a violation or apparent violation of any applicable Sanctions or Customs & Export Control Laws. Each Target Company has (1) where required by Law, secured and maintained all necessary permits, registrations, agreements or other authorizations, including amendments thereof, pursuant to Sanctions and Customs & Export Control Laws and (2) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Authority or other legal proceedings with respect to any actual or suspected breach alleged violations of Anti-Corruption applicable Sanctions or Customs & Export Control Laws, Trade Laws, Sanctions and has not been notified of any such pending or Anti-Money Laundering Laws against the Company or its Subsidiariesthreatened actions.
Appears in 1 contract
Sources: Business Combination Agreement (Athena Technology Acquisition Corp. II)
Certain Business Practices. (a) Since February 1, 2019, the Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1, 2019, none of the Company nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, nor, to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (c) offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(b) Since February 1, 2019, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) To the importTarget’s Knowledge, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiariesno Target Company, nor any of their respective directors, officers, in each case, solely in their capacities as such, or to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.
(d) Since February 1, 2019, neither the Company nor any of its Subsidiaries or Representatives or any other Person acting on their behalf has violatedoffered, has been given, paid, promised to pay, or authorized the payment of anything of value to (i) an official or employee of a foreign or domestic Governmental Authority; (ii) a foreign or domestic political party or an official of a foreign or domestic political party; or (iii) a candidate for foreign or domestic political office, in any such case under investigation circumstances where such Target Company or Representative thereof knew that all or a portion of such thing of value would be offered, given, or promised to an official or employee or a foreign or domestic Governmental Authority, a foreign or domestic political party, an official of a foreign or domestic political party, or a candidate for violating a foreign or is domestic political office (in each case in violation of any Anti-Corruption LawsBribery Law). To the Target’s Knowledge, Trade Lawsno Target Company nor any Representative of any Target Company has conducted or initiated any internal investigation or made a voluntary, Sanctions directed, or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anti-Bribery Law or Anti-Money Laundering Law. To the Target’s Knowledge, no Target Company nor any Representative of any Target Company has received any written notice, request, or citation from any Governmental Authority for any actual or potential noncompliance with any Anti-Bribery Law or Anti-Money Laundering Law. To the Target’s Knowledge, there are no actions, conditions, or circumstances that would reasonably be expected to give rise to any future Actions against the Target related to any actual or alleged violation of any Anti-Bribery Law or Anti-Money Laundering Law. Each of the Target Companies has conducted operations in material compliance with all applicable financial recordkeeping and reporting requirements of the Anti-Bribery Laws and Anti-Money Laundering Laws.
(eii) The operations of each Target Company are and its Subsidiaries since April 24, 2019 have implemented and maintain been conducted at all times in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Lawseconomic sanctions, Trade Lawsexport controls, Sanctions and Anti-Money Laundering Laws.
(f) There are money laundering 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 Legal Proceeding involving a Target Company with respect to any of the foregoing is pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge of the Target, threatened.
(iii) No Target Company nor, any of their respective directors, officers or, to the Knowledge of the Target, any other Representative acting on behalf of a Target Company, threatened claimsis or has been: (i) identified on any applicable sanctions-related list of designated or blocked persons (including without limitation the SDN List) (ii) otherwise the subject or target of any U.S. sanctions administered by the U.S. government, relating (iii) located, organized, or resident in a Sanctioned Jurisdiction; or (iv) owned, directly or indirectly, individually or in the aggregate, fifty percent (50%) or more or otherwise controlled by any of the foregoing.
(iv) The Target Companies have since April 24, 2019 maintained in place and implemented controls and systems designed to ensure compliance with economic sanctions and export controls administered and maintained by the U.S. government.
(v) No Target Company has since April 24, 2019, directly or indirectly, knowingly used any funds, or loaned, contributed or otherwise made available such funds to any actual Subsidiary, joint venture partner or suspected breach other Person, in connection with any sales or operations in a Sanctioned Jurisdiction or for the purpose of Anti-Corruption Lawsfinancing the activities (x) of any Person currently the subject or target of U.S. sanctions administered by the U.S. government, Trade Lawsor (y) in any other manner that would constitute a violation of, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiariesany U.S. sanctions administered by U.S. government.
Appears in 1 contract
Sources: Securities Purchase Agreement (Bleichroeder Acquisition Corp. I)
Certain Business Practices. (a) Since February The Company and its Subsidiaries, and, to the Knowledge of the Company, their officers, directors and employees, are, and since January 1, 20192013, have been, in compliance in all material respects with Applicable Laws governing the importation of goods, Anti-Corruption Laws, and Sanctions Laws. The Company and its Subsidiaries do not carry on, and have been in material compliance with all Anti-Corruption Laws. Since February not carried on since January 1, 20192013, none of any business, directly or indirectly, involving Cuba, Iran, Syria, Sudan, North Korea or Crimea.
(b) Neither the Company nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, Subsidiaries (nor, to the Knowledge of the Company, any of their respective officers, directors or employees), since January 1, 2013 (i) has made or agreed to make any contribution, payment, gift or entertainment to, or accepted or received any contributions, payments, gifts or entertainment from, any government official, employee (including any employee of a state-owned or state-controlled enterprise), political party or agent or any candidate for any federal, state, local or foreign public office, where either the contribution, payment or gift or the purpose thereof was illegal under Applicable Laws, or (ii) has engaged in or otherwise participated in, assisted or facilitated any transaction that is prohibited by any applicable embargo or other Representatives trade restriction imposed by the U.S. Treasury Department’s Foreign Assets Control or any other Person acting on their behalf, has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (c) offered, promised, provided, or authorized the provision agency of any money, property, or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(b) Since February 1, 2019, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and Government or any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationalsEU member state authority.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as such, or to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.
(d) Since February 1, 2019, neither Neither the Company nor any of its Subsidiaries has, since January 1, 2013, (i) received any written allegation, demand, notice or Representatives order with respect to a breach of or liability under any other Person acting on their behalf has violatedApplicable Law governing the importation of goods, has been under investigation for violating or is in violation of any Anti-Corruption LawsLaw or Sanctions Law, Trade Laws, Sanctions and Anti-Money Laundering Lawsor (ii) carried out any internal investigation or made any disclosure to a Governmental Authority related to any such Applicable Law.
(ed) The Company and its Subsidiaries have implemented implement and maintain in effect internal controls, policies and procedures reasonably designed to ensure compliance with detect, prevent and deter violations of Applicable Laws governing the importation of goods, Anti-Corruption Laws, Trade Laws, and Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge of the Company, threatened claims, relating to any actual or suspected breach of Anti-Corruption Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiaries.
Appears in 1 contract
Certain Business Practices. (a) Since February 1, 2019None of the Sellers, the Company and its Subsidiaries have been in material compliance with all AntiNewly-Corruption Laws. Since February 1Formed LLCs, 2019the Seller Controlling Party or the Target Business, none of the Company nor any director, officer, agent or employee of its Subsidiaries, and their respective directors, officers, in each case, solely any of them or any Affiliate (in their capacities as such, nor, to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, has: ) has (ai) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; , (bii) made any unlawful payment to foreign or domestic government officials or employees or employees, to foreign or domestic political parties or campaigns; campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, or (ciii) offeredmade any other unlawful payment. None of the Sellers, promisedthe Newly-Formed LLCs, providedthe Seller Controlling Party or the Target Business, nor, to the knowledge of the Sellers, any director, officer, agent or authorized the provision employee of any moneyof them or any Affiliate (in their capacities as such) has, propertysince January 1, or other thing of value2006, directly or indirectly, given or agreed to give any gift or similar benefit in any material amount to any Person to improperly influence official action customer, supplier, governmental employee or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(b) Since February 1, 2019, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been who is or may be in compliance a position to help or hinder the Target Business or assist the Target Business in connection with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as such, or to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.
(d) Since February 1, 2019, neither the Company nor any of its Subsidiaries or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation of any Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(e) The Company and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge of the Company, threatened claims, relating to any actual or suspected breach proposed transaction, which, if not given could reasonably be expected to have had an adverse effect on the Target Business, or which, if not continued in the future, could reasonably be expected to adversely affect the business or prospects of Antithe Target Business, or that could reasonably be expected to subject the Target Business to suit or penalty in any private or governmental litigation or proceeding. To the knowledge of Sellers and the Newly-Corruption LawsFormed LLCs, Trade Lawsall fees, Sanctions costs, expenses and other charges imposed, levied, charged or Anticollected by any Seller or (prior to the Closing) any Newly-Money Laundering Laws against Formed LLC in connection with the Company or its SubsidiariesTarget Business are, and at all times in the past have been, in accordance with client guidelines, except to the extent it would not have a Material Adverse Effect. To the knowledge of Sellers and Seller Controlling Party, such client guidelines comply, in all material respects, with applicable Law.
Appears in 1 contract
Sources: Master Acquisition Agreement (Chardan 2008 China Acquisition Corp.)
Certain Business Practices. 22.1. For the past five (a5) Since February 1years, 2019, the each Target Company and its Subsidiaries have has been in material compliance with the U.S. Foreign Corrupt Practices Act of 1977 and all Antiother applicable anti-Corruption Lawscorruption and anti-bribery laws, in all material respects.
22.2. Since February 1For the past five (5) years, 2019no Target Company nor, none to the knowledge of the Company nor each Target Company, any of its Subsidiaries, and their respective directors, officers, in each caseemployees or representatives, solely in their capacities as such, nor, to the Knowledge when acting on behalf of the a Target Company, any of their respective employees, other Representatives or any other Person acting on their behalf, has: (a) has used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (c) offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly.
22.3. No Target Company or, to any Person to improperly influence official action or secure an improper advantage in violation of Anti-Corruption Laws., nor has otherwise violated any Anti-Corruption Laws.
(b) Since February 1, 2019, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each caseemployees or any other representative acting on behalf of a Target Company is currently a person organized, solely in their capacities as suchresident, or located in a country, region or territory that is the subject of comprehensive territorial Sanctions (a “Sanctioned Person”). No Target Company 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, (i) to fund any activities or business of or with any Person that, at the time of such funding, is the subject of Sanctions, or in Cuba, Iran, North Korea, and the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine, as this list may be amended from time to time (a “Sanctioned Jurisdiction”) or (ii) in any other manner that would reasonably be expected to result in a violation of Sanctions or Customs & Export Control Laws by any Person. No Target Company or any of their respective directors, officers employees or, to the Knowledge knowledge of the Company, any of their respective employees, other Representatives or any other Person representative acting on their behalfbehalf of a Target Company has, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.
(d) Since February 1since April 24, 2019, neither engaged in (A) dealings with a Sanctioned Person or involving a Sanctioned Jurisdiction in a manner that would violate applicable Sanctions, (B) dealings that could reasonably be expected to result in the Target Company nor any of its Subsidiaries becoming a Sanctioned Person, or Representatives (C) conduct, activity, or any other Person acting on their behalf has violated, has been under investigation for violating practice that would constitute a violation or is in apparent violation of any Anti-Corruption applicable Sanctions or Customs & Export Control Laws. The Target Company has (1) where required by law, secured and maintained all necessary permits, registrations, agreements or other authorizations, including amendments thereof pursuant to Sanctions and Customs & Export Control Laws and (2) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Authority or other legal proceedings with respect to any actual or alleged violations of applicable Sanctions or Customs & Export Control Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(e) has not been notified of any such pending or threatened actions. The Target Company and its Subsidiaries have implemented directors, officers and maintain in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Lawsemployees, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action orand, to the Knowledge knowledge of the Company, threatened claimsany other representative acting on behalf of a Target Company, relating to any actual or suspected breach of Anti-Corruption are, and have been since February 12, 2019, in compliance with Sanctions and Customs & Export Control Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiaries.
Appears in 1 contract
Certain Business Practices. (a) Since February 1, 2019, the Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February January 1, 2019, none of the Company, any Company nor Subsidiary, any of its Subsidiaries, and their respective directors, officers, in each caseor employees, solely in their capacities as such, nor, or to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf’s knowledge agents, has: (ai) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating related to political activity; (bii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaignscampaigns or violated any provision of any applicable Anti-Corruption Law; or (ciii) offeredmade any payment in the nature of criminal bribery, promisedin each of the foregoing clauses (i)-(iii), provided, or authorized except as would not reasonably be expected to result in material liability to the provision of any money, property, or other thing of value, directly or indirectly, Company. The Company and the Company Subsidiaries have adopted and maintain policies and procedures reasonably designed to any Person to improperly influence official action or secure an improper advantage in prevent a violation of Anti-Corruption Laws., nor has otherwise violated any applicable Anti-Corruption Laws.
(b) Since February January 1, 20192020, the Company and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge none of the Company, their respective employeesany Company Subsidiary, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as suchor employees, or to the Knowledge of the Company, any of their respective employees, other Representatives ’s knowledge agents (i) is or any other Person acting on their behalf, is has been a Sanctioned Party nor Person; (ii) has engaged in, nor is now engaged in, any dealings or transactions transacted business with or for the benefit of any Sanctioned Party, nor Person or has otherwise violated applicable Sanctions; or (iii) has violated any Ex-Im Laws, in each of the foregoing clauses (i)-(iii), except as would not reasonably be expected to result in material liability to the Company.
(dc) Since February There are no, and since January 1, 20192020, neither there have not been, any internal or external investigations, 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 nor Subsidiary, or any of its Subsidiaries their respective officers, directors, employees, or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation of agents with respect to any Anti-Corruption Laws, Trade Sanctions, or Ex-Im Laws, Sanctions and Anti-Money Laundering Laws.
(e) The Company and its Subsidiaries have implemented and maintain except as would not reasonably be expected to result in effect policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(f) There are no pending legal proceedings, investigation, inquiry, or enforcement action or, material liability to the Knowledge of the Company, threatened claims, relating to any actual or suspected breach of Anti-Corruption Laws, Trade Laws, Sanctions or Anti-Money Laundering Laws against the Company or its Subsidiaries.
Appears in 1 contract
Sources: Business Combination Agreement (First Reserve Sustainable Growth Corp.)
Certain Business Practices. (a) Since February 1, 2019, the Company and its Subsidiaries have been in material compliance with all Anti-Corruption Laws. Since February 1December 31, 2019, none of the Company nor any of its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as suchTarget Companies, nor, to the Knowledge of the Company, any of their respective employeesthe Target Companies’ directors or officers, other Representatives agents or any other Person employees acting on their its behalf, has: has (ai) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; , (bii) made any unlawful payment to foreign or domestic government officials or employees or employees, to foreign or domestic political parties or campaigns; campaigns or (c) offered, promised, provided, or authorized the violated any provision of any money, property, Anti-Bribery Laws or other thing of value, (iii) 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 improperly influence official action help or secure an improper advantage hinder any Target Company or assist any Target Company in violation of Anti-Corruption Laws.connection with any actual or proposed transaction, nor has otherwise violated any Anti-Corruption Lawsexcept as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) Since February 1Except as would not reasonably be expected to, individually or in the aggregate, adversely affect the Target Companies, since December 31, 2019, the Company Target Companies have instituted and its Subsidiaries, and their respective directors, officers, in each case, solely in their capacities as such, and to the Knowledge of the Company, their respective employees, other Representatives and any other Person acting on their behalf have been in compliance with all applicable import, export control and economic and trade sanctions laws, regulations, statutes and orders, including the United States Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the UK Strategic Export Control Lists, the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (and any EU Member State national export and import control laws), and any other applicable import and export laws (the “Trade Laws”) and have obtained, satisfied the requirements of or are otherwise qualified to rely upon, all import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with, any Governmental Authority required for (i) the import, export, and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals.
(c) Since February 1, 2019, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, in each case, solely in their capacities as such, or to the Knowledge of the Company, any of their respective employees, other Representatives or any other Person acting on their behalf, is a Sanctioned Party nor has engaged in, nor is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor has otherwise violated Sanctions.
(d) Since February 1, 2019, neither the Company nor any of its Subsidiaries or Representatives or any other Person acting on their behalf has violated, has been under investigation for violating or is in violation of any Anti-Corruption Laws, Trade Laws, Sanctions and Anti-Money Laundering Laws.
(e) The Company and its Subsidiaries have implemented and maintain in effect maintained policies and procedures reasonably designed to ensure compliance in all material respects with Anti-Corruption Laws, Trade Laws, Sanctions any local or foreign and money laundering statutes and Anti-Money Laundering Bribery Laws.
(fc) There Except as would not reasonably be expected to, individually or in the aggregate, adversely affect the Target Companies, since December 31, 2019, the operations of each Target Company are and have been conducted in compliance in all material respects with money laundering 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 a Target Company with respect to any of the foregoing is pending legal proceedings, investigation, inquiry, or enforcement action or, to the Knowledge of the Company, threatened claimsthreatened.
(d) Except as would not reasonably be expected to, relating individually or in the aggregate, adversely affect the Target Companies, since December 31, 2019, no Target Company or any of their respective directors or officers, or, to the Knowledge of the Company, any other Representative acting on behalf of a Target Company, is currently identified on the specially designated nationals or other blocked person list or otherwise currently the subject of any U.S. sanctions administered by OFAC, and no Target Company has directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any actual Subsidiary, joint venture partner or suspected breach other Person, in connection with any sales or operations in any country targeted under comprehensive sanctions by OFAC (such countries, as of Anti-Corruption Lawsthe date hereof, Trade Lawsbeing the Crimea region of Ukraine, Sanctions Cuba, Iran, North Korea and Syria) or Anti-Money Laundering Laws against for the Company purpose of financing the activities of any Person the subject of, or its Subsidiariesotherwise in violation of, any U.S. sanctions administered by OFAC, in each case in violation of applicable sanctions.
Appears in 1 contract
Sources: Business Combination Agreement (Agrico Acquisition Corp.)