definiens: means, in relation to any Person, such Person and each of itsRepresentatives, not, directly or indirectly, ( a ) making, offering, authorizing, providing or paying anything of value inany form, whether in money, property, services or otherwise to any Governmental Authority, Government Official, orother Person charged with similar public or quasi - public duties, or to any customer, supplier, or any other Person, or toany employee thereof, or failing to disclose fully any such payments in violation of the laws of any relevant jurisdictionto ( i ) obtain favorable treatment in obtaining or retaining business for it or any of its Affiliates, ( ii ) pay for favorabletreatment for business secured, ( iii ) obtain special concessions or for special concessions already obtained, for or inrespect of it or any of its Affiliates, in each case which would have been in violation of any Law, ( iv ) influence an actor 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 thePerson ’s or its Affiliate ’s business or ( vi ) induce the recipient to violate his or her duty of loyalty to his or herorganization, or as a reward for having done so ; ( b ) engaging in any transactions, establishing or maintaining any fundor assets in which it or any of its Affiliates shall have proprietary rights that have not been recorded in the books andrecords of it or any of its Affiliates ; ( c ) making any unlawful payment to any agent, employee, officer or director of anyPerson with which it or any of its Affiliates does business for the purpose of influencing such agent, employee, officeror 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 jurisdictionwhere it or any of its Affiliates conducts business or is registered ; or ( f ) if such Person or any of its Representatives isa Government Official, improperly using his or her position as a Government Official to influence the award ofbusiness or regulatory approvals to or for the benefit of such Person, its Representatives or any of their businessoperations, or failing to recuse himself or herself from any participation as a Government Official in decisions relatingto such Person, its Representatives or any of their business operations