Common use of Anti-Bribery and Export Compliance Clause in Contracts

Anti-Bribery and Export Compliance. (a) (i) Neither the Company nor any Company Subsidiary has and, to the Knowledge of the Company, no partner, distributor, reseller, agent, employee or other Person acting on behalf of the Company or any Company Subsidiary has, directly or indirectly: made or offered any payment or transfer of anything of value to any government official or employee, political party or campaign, official or employee of any public international organization, or official or employee of any government-owned enterprise or institution to obtain or retain business or to secure an improper advantage, or otherwise conducted any transaction, transfer or business in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act, or any other applicable anti-corruption or anti-money laundering Law (collectively, “Anti-Corruption Laws”); and (ii) neither the Company nor any Company Subsidiary has received any notice of any governmental or internal investigation or inquiry, any allegation, or any disclosure related to any violation or potential violation by the Company or any Company Subsidiary or, to the Knowledge of the Company, by any partner, distributor, reseller, agent, employee or other Person acting on behalf of the Company or any Company Subsidiary, of any Anti-Corruption Law. (b) (i) The Company and the Company Subsidiaries are and have been in material compliance with all export control and import control Laws, including those administered by the European Union, U.S. Department of Commerce, U.S. Customs and Border Protection, and the U.S. Department of State, and with all applicable economic sanctions, including those administered by the U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”), and the U.S. Department of Commerce; (ii) neither the Company nor any Company Subsidiary nor any officer or director of the Company, nor any agent acting on behalf of the Company is designated or is owned or controlled by any person designated on any restricted party list of any Governmental Body, including OFAC’s Specially Designated Nationals and Blocked Persons List; and (iii) other than routine audits by Governmental Bodies, neither the Company nor any Company Subsidiary has received any notice of any governmental or internal investigation, audit or inquiry, any allegation, or any disclosure related to any violation or potential violation by the Company or any Company Subsidiary or, to the Knowledge of the Company, by any partner, distributor, reseller, agent, employee or other Person acting on behalf of the Company or any Company Subsidiary, of any export, import or economic sanctions Law.

Anti-Bribery and Export Compliance. (a) (i) Neither Since March 1, 2014, neither the Company nor any Company Subsidiary of its Subsidiaries has and, to the Knowledge knowledge of the CompanyCompany and its Subsidiaries, no partner, distributor, reseller, agent, employee or other Person acting on behalf of the Company or any Company Subsidiary of its Subsidiaries has, directly or indirectly: made or offered any payment or transfer of anything of value to any government official or employee, political party or campaign, official or employee of any public international organization, or official or employee of any government-owned enterprise or institution to obtain or retain business or to secure an improper advantage, or otherwise conducted any transaction, transfer or business in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act, or any other applicable anti-corruption or anti-money laundering Applicable Law (collectively, “Anti-Corruption Laws”); and (ii) neither the Company nor any Company Subsidiary of its Subsidiaries has received any notice of any governmental or internal investigation or inquiry, any allegation, or any disclosure related to any violation or potential violation by the Company or any Company Subsidiary of its Subsidiaries or, to the Knowledge knowledge of the Company, by any partner, distributor, reseller, agent, employee or other Person acting on behalf of the Company or any Company Subsidiaryof its Subsidiaries, of any Anti-Corruption Law. (b) In the prior five years from the date of this Agreement, (i) The the Company and the Company its Subsidiaries are and have been in material compliance with all export control and import control Applicable Laws, including those administered by the European Union, U.S. Department of Commerce, U.S. Customs and Border Protection, and the U.S. Department of State, and with all applicable economic sanctions, including those administered by the U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”), and the U.S. Department of Commerce; State, (ii) neither the Company nor any Company Subsidiary nor any officer or director of the Company, nor any agent acting on behalf of the Company is designated or is owned or controlled by any person designated on any restricted party list of any Governmental BodyAuthority, including OFAC’s Specially Designated Nationals and Blocked Persons List; , and (iii) other than routine audits by Governmental BodiesAuthorities, neither the Company nor any Company Subsidiary of its Subsidiaries has received any notice of any governmental or internal investigation, audit or inquiry, any allegation, or any disclosure related to any violation or potential violation by the Company or any Company Subsidiary of its Subsidiaries or, to the Knowledge knowledge of the Company, by any partner, distributor, reseller, agent, employee or other Person acting on behalf of the Company or any Company Subsidiaryof its Subsidiaries, of any export, import or economic sanctions Applicable Law.

Anti-Bribery and Export Compliance. (a) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) Neither neither the Company nor any Company Subsidiary of its Subsidiaries has and, to the Knowledge knowledge of the CompanyCompany and its Subsidiaries, no partner, distributor, reseller, agent, employee or other Person acting on behalf of the Company or any Company Subsidiary of its Subsidiaries has, directly or indirectly: made or offered any payment or transfer of anything of value to any government official or employee, political party or campaign, official or employee of any public international organization, or official or employee of any government-owned enterprise or institution to obtain or retain business or to secure an improper advantage, or otherwise conducted any transaction, transfer or business in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act, or any other applicable anti-corruption or anti-money laundering Law (collectively, “Anti-Corruption Laws”); and (ii) neither the Company nor any Company Subsidiary of its Subsidiaries has received any notice of any governmental or internal investigation or inquiry, any allegation, or any disclosure related to any violation or potential violation by the Company or any Company Subsidiary of its Subsidiaries or, to the Knowledge knowledge of the Company, by any partner, distributor, reseller, agent, employee or other Person acting on behalf of the Company or any Company Subsidiaryof its Subsidiaries, of any Anti-Corruption Law. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) The the Company and the Company its Subsidiaries are and have been in material compliance with all export control and import control Applicable Laws, including those administered by the European Union, U.S. Department of Commerce, U.S. Customs and Border Protection, and the U.S. Department of State, and with all applicable economic sanctions, including those administered by the U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”), and the U.S. Department of Commerce; , (ii) neither the Company nor any Company Subsidiary nor any officer or director of the Company, nor any agent acting on behalf of the Company is designated or is owned or controlled by any person designated on any restricted party list of any Governmental BodyAuthority, including OFAC’s Specially Designated Nationals and Blocked Persons List; , and (iii) other than routine audits by Governmental BodiesAuthorities, neither the Company nor any Company Subsidiary of its Subsidiaries has received any notice of any governmental or internal investigation, audit or inquiry, any allegation, or any disclosure related to any violation or potential violation by the Company or any Company Subsidiary of its Subsidiaries or, to the Knowledge knowledge of the Company, by any partner, distributor, reseller, agent, employee or other Person acting on behalf of the Company or any Company Subsidiaryof its Subsidiaries, of any export, import or economic sanctions Applicable Law.

Anti-Bribery and Export Compliance. (a) Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, (i) Neither neither the Company nor any Company Subsidiary of its Subsidiaries, nor any of their respective officers or directors has and, to the Knowledge knowledge of the CompanyCompany and its Subsidiaries, no partner, distributor, reseller, agent, employee or other Person acting on behalf of the Company or any Company Subsidiary of its Subsidiaries has, directly or indirectly: made or offered any payment or transfer of anything of value to any government official or employee, political party or campaign, official or employee of any public international organization, or official or employee of any government-owned enterprise or institution to obtain or retain business or to secure an improper advantage, or otherwise conducted any transaction, transfer or business in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act, or any other applicable anti-corruption or anti-money laundering Law law (collectively, “Anti-Corruption Laws”); and (ii) neither the Company nor any Company Subsidiary of its Subsidiaries has received any notice of any governmental or internal investigation or inquiry, any allegation, or any disclosure related to any violation or potential violation by the Company Company, any of its Subsidiaries or any Company Subsidiary of their respective officers or directors or, to the Knowledge knowledge of the Company, by any partner, distributor, reseller, agent, employee or other Person acting on behalf of the Company or any Company Subsidiaryof its Subsidiaries, of any Anti-Corruption Law. (b) Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, (i) The the Company and its Subsidiaries and their employees, officers, and directors, and, to the knowledge of the Company Subsidiaries and its Subsidiaries, their partners, distributors, resellers, and agents are and have been in material compliance with all export control and import control Applicable Laws, including those administered by the European Union, U.S. Department of Commerce, U.S. Customs and Border Protection, and the U.S. Department of State, and with all applicable economic sanctions, including those administered by the U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”), and the U.S. Department of Commerce; , (ii) neither the Company nor any Company Subsidiary nor any officer or director of the Company, nor any agent acting on behalf of the Company is designated or is owned or controlled by any person designated on any restricted party list of any Governmental BodyAuthority, including OFAC’s Specially Designated Nationals and Blocked Persons List; , and (iii) other than routine audits by Governmental BodiesAuthorities, neither the Company nor any Company Subsidiary of its Subsidiaries has received any notice of any governmental or internal investigation, audit or inquiry, any allegation, or any disclosure related to any violation or potential violation by the Company or any Company Subsidiary of its Subsidiaries or, to the Knowledge knowledge of the Company, by any partner, distributor, reseller, agent, employee or other Person acting on behalf of the Company or any Company Subsidiaryof its Subsidiaries, of any export, import or economic sanctions Applicable Law.