Common use of Absence of Unlawful Payments Clause in Contracts

Absence of Unlawful Payments. (a) No Brand Company has and no Representative of any Brand Company, acting on their behalf, has (i) violated any applicable provision of the Foreign Corrupt Practices Act of 1977, as amended, (ii) been targeted by any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, (iii) paid, or offered, promised or authorized payment of, money or any other thing of value to any Governmental Entity or official, political party (or official thereof), candidate for political office, employee of a state-owned enterprise or official of an international organization (each, a “Government Person”) in violation of Applicable Law for the purpose of influencing, directly or indirectly through another Person, any act, omission or decision of such Government Person in an official capacity so that any of the Company might secure any advantage, obtain or retain business or direct business to any Person, or (iv) accepted or received any contributions, payments, gifts or expenditures that was unlawful. (b) The operations of the Brand Companies have been conducted at all times in compliance with the applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering Control Act of 1986, as amended, and all money laundering-related laws of other jurisdictions where the Brand Companies conduct business or own assets, and any related or similar Applicable Laws issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). No Proceeding by or before any Governmental Entity involving any Brand Company with respect to the Money Laundering Laws is pending or threatened.

Absence of Unlawful Payments. No officer, director, employee, or agent of the Corporation, the Subsidiaries, Soporte Technologico e Inversiones Limitada or Representaciones Tecnicas S.A., has, either directly or indirectly through any Intermediary: (1) used Corporation or Subsidiary funds to offer or make any political contribution or gift relating to any political activity that would be unlawful under any Applicable Law; (2) paid, offered to pay, promised to pay or authorized the payment of money or anything of value to any governmental official or employee that would be unlawful under any Applicable Law, (3) established or maintained any unrecorded fund or account of any nature that would be unlawful under any Applicable Law; or (4) made any payoff, influence payment, bribe, rebate, kickback or payment to any person that would be unlawful under any Applicable Law. Each of the Corporation and its Subsidiaries are operating and have operated in compliance with the U.S. Foreign Corrupt Practices Act and any Applicable Law regarding bribery or money laundering. Without limiting the foregoing: (a) No Brand Company has and no Representative of any Brand Companyofficer, acting on their behalfdirector, has (i) violated any applicable provision employee, or agent of the Foreign Corrupt Practices Act of 1977, as amended, (ii) been targeted by any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, (iii) paid, or offered, promised or authorized payment of, money Corporation or any other thing of value to any Governmental Entity or official, political party (or official thereof), candidate for political office, employee of a state-owned enterprise or official of an international organization (each, a “Government Person”) in violation of Applicable Law for the purpose of influencingSubsidiary has, directly or indirectly through another Personany Intermediary, (i) provided, offered, promised, or authorized any actPayment to any (A) Covered Government Official, omission (B) any Person acting for or decision on behalf of such any Covered Governmental Authority or Covered Government Official, or (C) any agent or other Person described in an official capacity so that clause (A) or (B) above at the suggestion, request, direction or for the benefit of any Person described in clause (A) or (B) above, or (ii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment or made any other payment of the Company might secure any advantagea similar or comparable nature, obtain or retain business or direct business to any Person, regardless of the form, whether in money, property or (iv) accepted services, to obtain favorable treatment in securing business or received any contributions, payments, gifts to obtain special concessions or expenditures that was unlawful.to pay for favorable treatment for business secured or for special concessions already obtained; (b) The operations of the Brand Companies Corporation and its Subsidiaries have been conducted at all times in compliance with kept books and records of their business that accurately reflect the applicable financial recordkeeping transactions and reporting requirements assets thereof, and have at all times maintained a system of internal accounting controls and policies and procedures that ensures that all expenditures are captured and accurately reflected on the books and records of the U.S. Currency and Foreign Transaction Reporting Act business; (c) Except as indicated in Schedule 4.6(11)(c), since June 2007, no Intermediary has been retained or otherwise used by the Corporation or any Subsidiary for the purpose of 1970soliciting any agreements for sales to any Covered Governmental Authority including the preparation of any tender offers, as amendedor to obtain any licenses, the U.S. Money Laundering Control Act of 1986permits, as amended, and all money laundering-related laws of other jurisdictions where the Brand Companies conduct business or own assets, and authorizations from any related Covered Governmental Authority or similar Applicable Laws issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). No Proceeding by or before any Governmental Entity involving any Brand Company with respect to the Money Laundering Laws is pending or threatenedCovered Government Official.

Absence of Unlawful Payments. The Target Companies have not and, to the Knowledge of the Company, the Target Companies’ officers, directors or other employees or other Persons acting on the Target Companies’ behalf have not: (a) No Brand Company has and no Representative of any Brand Company, acting on their behalf, has (i) violated any applicable provision of the Anti-Corruption Laws; (b) engaged in any transactions or other dealings with or involving any country, entity or Person in violation of any applicable (i) International Trade Laws or sanctions, including those administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Corrupt Practices Act of 1977, as amendedAssets Control, (ii) been targeted export controls administered or enforced by any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Departmentrelevant Governmental Entity, or (iii) anti-boycott Applicable Laws, in each case, except as permitted under applicable Laws; (c) paid, or offered, promised or authorized payment of, money or any other thing of value to any Governmental Entity or official, political party (or official thereof), candidate for political office, employee of a state-owned enterprise or official of an international organization (each, a “Government Person”) in violation of Applicable Law Anti-Corruption Laws for the purpose of influencing, directly or indirectly through another Person, any act, omission or decision of such Government Person in an official capacity so that any of the Company Target Companies might secure any advantage, obtain or retain business or direct business to any Person, ; or (ivd) accepted or received any contributions, payments, gifts or expenditures that was unlawful. (b) The operations that, to the Knowledge of the Brand Company, were unlawful. Neither the Target Companies nor any of the Target Companies’ officers, directors or other employees or other Person acting on the Target Companies’ behalf is the subject of any pending, or, to the Knowledge of the Company, threatened investigation, inquiry, or enforcement proceedings for violations of any applicable Anti-Corruption Laws or International Trade Laws. The Target Companies and, to the Knowledge of the Company, all entities acting on behalf of the Target Companies, have been conducted at all times in developed and implemented an anti-corruption compliance program that includes internal controls, policies, and procedures adequately designed to ensure compliance with the applicable Anti-Corruption Laws. The books of account and other financial recordkeeping and reporting requirements records of the U.S. Currency Target Companies (i) are accurate, complete and Foreign Transaction Reporting Act of 1970correct, as amended(ii) represent actual, the U.S. Money Laundering Control Act of 1986, as amendedbona fide transactions, and all money laundering-related laws (iii) have been maintained in accordance with sound business practices, including the maintenance of other jurisdictions where the Brand Companies conduct business or own assets, and any related or similar Applicable Laws issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). No Proceeding by or before any Governmental Entity involving any Brand Company with respect to the Money Laundering Laws is pending or threatenedadequate internal accounting controls.