Governance and Anticorruption The Borrower, the Project Executing Agency, and the implementing agencies shall (a) comply with ADB’s Anticorruption Policy (1998, as amended to date) and acknowledge that ADB reserves the right to investigate directly, or through its agents, any alleged corrupt, fraudulent, collusive or coercive practice relating to the Project; and
Anticorruption (a) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries (including any of their officers, directors, agents, distributors, employees, or other Persons acting on their behalf) has, directly or indirectly, taken any action that would cause the Company or any Company Subsidiary to be in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company or any Company Subsidiary (collectively with the FCPA, the “Anticorruption Laws”). (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries (including any of their officers, directors, agents, distributors, employees, or other Persons acting on their behalf) has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of the payment, directly or indirectly, of any gift, money or anything of value to a Government Official (as defined below) to secure any improper advantage (e.g., to obtain a Tax rate lower than allowed by Law) or to obtain or retain business for any Person in violation of applicable Law. (c) As of the date of this Agreement, to the knowledge of the Company, (i) there is no investigation of or request for information from the Company or any Subsidiary by any Governmental Entity regarding the Anticorruption Laws, and (ii) there is no other allegation, investigation or inquiry by any Governmental Entity regarding the Company or any Subsidiary’s actual or possible violation of the Anticorruption Laws. (d) The Company and each Subsidiary has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws, including, but not limited to, an anticorruption compliance program, including a Code of Business Conduct, policies and guidelines that (i) require compliance with the Anticorruption Laws and otherwise prohibit bribes to Government Officials; (ii) restrict gifts, entertainment and travel expenses for Government Officials; (iii) require diligence on certain third parties that may have relations with Government Officials on the Company’s behalf; (iv) restrict political and charitable contributions; (v) mandate possible discipline for violations of policy or the Code of Business Conduct; (vi) require periodic training for relevant employees regarding the program; (ix) identify a senior executive or executives responsible for implementation and monitoring of the program; and (x) include procedures for reporting and investigating possible violations of the program. (e) For purposes of this Agreement, “Government Official” means any (i) officer or employee of a Governmental Entity or instrumentality thereof (including any state-owned or controlled enterprise) or of a public international organization, (ii) political party or official thereof or any candidate for any political office or (iii) any Person acting for or on behalf of any such Governmental Entity or instrumentality thereof.
Corruption 24.1.3.1 The Purchaser prohibits all unlawful payments and practices and is fully committed to the elimination of corruption in its business transactions. In addition, the Purchaser prohibitsfacilitation payments. The Supplier shall complywith all applicable laws and regulations on corruption, bribery, unlawful business activities and extortion. The Supplier shall never make or approve an unlawful payment to anyone under any circumstances.
PREVENTION OF BRIBERY AND CORRUPTION 9.1 The Supplier shall not: 9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ; 9.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and 9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916. 9.2 The Supplier warrants, represents and undertakes to the Authority that it has not: 9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and 9.2.2 paid commission or agreed to pay commission to the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and 9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract; 9.3 The Supplier shall: 9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; 9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9; 9.3.3 respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breach. 9.4 If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches: 9.4.1 this clause 9; or 9.4.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption). 9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against: 9.5.1 the amount of value of any such gift, consideration or commission; and 9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9. 9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Fraud and Corruption We hereby certify that we have taken steps to ensure that no person acting for us or on our behalf engages in any type of Fraud and Corruption.