definiens: means, with respect to a Party, each of its Representatives not, directly or indirectly, ( a ) making, offering, authorizing, providing or paying anything of value in any form, whether in money, property, services o r otherwise to any Government Official, or other Person charged with similar public or quasi -public duties, or to any customer, supplier, or any other Person, or to any employee thereof, or failing to disclose fully any such payments in violation of the la ws of any relevant jurisdiction to ( i ) obtain favorable treatment in obtaining or retaining business for it or any of its Affiliates, ( ii ) pay for favorable treatment for business secured, ( iii ) obtain special concessions or for special concessions already obtained, for or in respect of it or any of its Affiliates, in each case which would have been in violation of any Law, ( iv ) influence an act or decision of the recipient ( including a decision not to act ) in connection with the Person ’s or its Affiliate ’s business, ( v ) induce the recipient to use his or her influence to affect any government act or decision in connection with the Person ’s or its Affiliate ’s business or ( vi ) induce the recipient to violate his or her duty of loyalty to his or her organizati on, or as a reward for having done so ; ( b ) engaging in any transactions, establishing or maintaining any fund or assets in which it or any of its Affiliates will have proprietary rights that have not been recorded in the books and records of it or any of i ts Affiliates ; ( c ) making any unlawful payment to any agent, employee, officer or director of any Person with which it or any of its Affiliates does business for the purpose of influencing such agent, employee, officer or director to do business with it or any of its Affiliates ; ( d ) violating any provision of applicable Anti -Corruption Laws ; ( e ) making any payment in the nature of bribery, fraud, or any other unlawful payment under the Law of any jurisdiction where it or any of its Affiliates conducts busin ess or is registered ; or, ( f ) if such Person or any of its Representatives is a Government Official, improperly using his or her position as a Government Official to influence the award of business or regulatory approvals to or for the benefit of such Pers on, its Representatives or any of their business operations, or failing to recuse himself or herself from any participation as a Government Official in decisions relating to such Person, its Representatives or any of their business operations