Common use of Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions Clause in Contracts

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. Each Group Company and other Warrantors and their Affiliates and their respective directors, officers, managers, employees, independent contractors, representatives, agents and other Persons acting on their behalf (collectively, the “Representatives”) are and have been in compliance with all applicable laws relating to anti-bribery, anti-corruption, anti-money laundering, sanctions, record keeping and internal control laws (collectively, the “Compliance Laws”). Without limiting the foregoing, neither any Group Company nor, any Representative has, directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation of, (a) the making of any gift or payment of anything of value to any public official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person; (b) the taking of any action by any Person which (i) would violate the U.S. Foreign Corrupt Practices Act, as amended (the “FCPA”), if taken by an entity subject to the FCPA, (ii) would violate any sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) under authority delegated to the Secretary of the Treasury by the President of the United States or provided to the Secretary of the Treasury by statute, and any order or license issued by, or under authority delegated by, the President or provided to the Secretary of the Treasury by statute in connection with a sanctions program thus administered by OFAC; (iii) would violate the U.K. Bribery Act, if taken by an entity subject to the U.K. Bribery Act, or (iv) could reasonably be expected to constitute a violation of any applicable Compliance Law; (c) the making of any false or fictitious entries in the books or records of any Group Company by any Person; or (d) the using of any assets of any Group Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment.

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. Each (i) No member of the Company Group Company nor any director, officer, agent, employee, affiliate or any other Person acting for or on behalf of the foregoing (individually and other Warrantors and their Affiliates and their respective directors, officers, managers, employees, independent contractors, representatives, agents and other Persons acting on their behalf (collectively, the a “Representatives”) are and have been in compliance with all applicable laws relating to anti-bribery, anti-corruption, anti-money laundering, sanctions, record keeping and internal control laws (collectively, the “Compliance LawsRepresentative”). Without limiting the foregoing, neither is aware of or has taken any Group Company nor, any Representative hasaction, directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, that would result in a violation of or received notice of any allegation of, (a) the making of any gift or payment of anything of value to any public official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person; (b) the taking of any action by any Person which (i) would violate has violated the U.S. Foreign Corrupt Practices Act, as amended (amended, the “FCPA”)United Kingdom Bribery Act, if taken by an entity subject to the FCPAas amended, or any other applicable anti-bribery or anti-corruption laws. (ii) would violate any sanctions program administered by the Office of Foreign Assets Control No member of the United States Department Company Group nor any Representative has, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful payments to any foreign or domestic governmental official or employee from corporate funds, nor has any member of the Treasury Company Group or Representative offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other Person acting in an official capacity for any Government Entity, as defined below, to any political party or official thereof or to any candidate for political office (the individually and collectively, a “OFACPublic Official”) or to any Person under authority delegated to the Secretary circumstances where such member of the Treasury by Company Group or Representative knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Public Official, for the President purpose of: (1) influencing any act or decision of such Public Official in his official capacity; (2) inducing such Public Official to do or omit to do any act in relation to his lawful duty; (3) securing any improper advantage; (4) inducing such Public Official to influence or affect any act or decision of any Government Entity; or (5) assisting any member of the United States Company Group in obtaining or provided retaining business for or with, or directing business to the Secretary any member of the Treasury by statute, and Company Group or any order of its Subsidiaries or license issued by, or under authority delegated by, the President or provided to the Secretary of the Treasury by statute in connection with a sanctions program thus administered by OFAC; receiving any approval of the transactions contemplated herein. No member of the Company Group nor any of the Representatives has accepted anything of value for any of the purposes listed in clauses (iii1) would violate the U.K. Bribery Act, if taken by an entity subject to the U.K. Bribery Act, or through (iv5) could reasonably be expected to constitute a violation of any applicable Compliance Law; (c) the making of any false or fictitious entries in the books or records of any Group Company by any Person; or (d) the using of any assets of any Group Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed paymentthis Section 3.17(ii).

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. (a) Each Group Company and each other Warrantors and their Affiliates and Warrantor and, to the Knowledge of the Warrantors, their respective directors, officers, managers, employees, independent contractors, representatives, agents and other Persons acting on their behalf (collectively, the “Representatives”) Agents are and have been in compliance with all applicable laws Applicable Laws relating to anti-bribery, anti-corruption, anti-money laundering, sanctions, record keeping and internal control laws (collectively, the “Compliance Laws”)) including the Anti-Bribery Law as if it were a U.S. Person and no Group Company nor, to the Knowledge of the Warrantors, any of its Agents has taken or will take any action (directly or indirectly) that has resulted in or will result in a violation of any Compliance Law, including the Anti-Bribery Law. Except as disclosed in Section 3.22(a) of the Disclosure Schedule, to the Knowledge of the Warrantors, no Public Official (i) holds an ownership or other economic interest, direct or indirect, in any Group Company or First-Tier Franchisee or in the contractual relationship formed by any Transaction Document, or (ii) serves as an officer, director or employee of any Group Company or First-Tier Franchisee. No Group Company has received any past or present allegation or conducted any internal investigation related to a violation or potential violation of the Compliance Laws. No Warrantor has any information that would lead a reasonable person to believe that there is a high likelihood that any person has offered or made any payment or other thing of value in violation of any Anti-Bribery Law on behalf of or for the benefit of any Group Company. Without limiting the foregoing, neither any Group Company nor, to the Knowledge of the Warrantors, any Representative hasAgent has taken or will take any act in furtherance of a payment, directly or indirectly, offeredto offer, authorizedauthorize, promisedpromise, condonedcondone, participated in, consummatedparticipate in or consummate, or has received notice of any allegation of, , (ai) the making of any gift or payment of anything of value to any public official Public Official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public officialPublic Official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person; ; (bii) the taking of any action by any Person which (iA) would violate the U.S. Foreign Corrupt Practices Act, as amended (the “FCPA”)Anti-Bribery Law, if taken by an entity subject to the FCPA, (ii) would violate any sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) under authority delegated to the Secretary of the Treasury by the President of the United States or provided to the Secretary of the Treasury by statute, and any order or license issued by, or under authority delegated by, the President or provided to the Secretary of the Treasury by statute in connection with a sanctions program thus administered by OFAC; (iii) would violate the U.K. Anti-Bribery Act, if taken by an entity subject to the U.K. Bribery ActLaw, or (ivB) could reasonably be expected to constitute a violation of any applicable Compliance Law; , or (ciii) the making of any false or fictitious entries in the books or records of any Group Company or First-Tier Franchisee by any Person; or , or (div) the using of any assets of any Group Company or First-Tier Franchisee for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment. (b) None of the Group Companies and other Warrantors and their respective Agents is or has ever been found by a Governmental Authority to have violated any criminal or securities law or is subject to any indictment or any government investigation for bribery. Except as disclosed in Section 3.22(a) of the Disclosure Schedule, to the Knowledge of the Warrantors, none of the beneficial owners of any Equity Securities or other interest in any Group Company are Public Officials. (c) To the Knowledge of the Warrantors, none of the Warrantors or any of their respective Affiliates or joint ventures, or any of their respective directors, officers or employees, or any Person acting on any of their behalf: (i) is in violation of any applicable Sanctions or is a Restricted Party; (ii) directly or indirectly, conducts any business dealings or transactions with or, so far as the Warrantors is aware for the benefit of, any Restricted Party; or (iii) has received notices of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanction Authority.

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. (a) Each of the Group Company and other Warrantors and their Affiliates and Companies, the Seller and, to the Knowledge of the Warrantors, their respective directors, officers, managers, officers and employees, independent contractors, representatives, agents and other Persons acting on their behalf (collectively, the “Representatives”) are ), is and have has been in compliance with all applicable laws Laws relating to anti-anti- bribery, anti-corruption, anti-money laundering, sanctions, corruption-related record keeping and internal control laws Laws (collectively, the “Compliance Anti-Bribery Laws”). Without limiting the foregoing, neither any none of the Group Company norCompanies and, any Representative to the Knowledge of the Warrantors, their Representatives has, : directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation of, or request for information of (ai) the making of any gift or payment of anything of value to any public official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person; (bii) the taking of any action by any Person which (iA) would violate the U.S. United States Foreign Corrupt Practices ActAct of 1977, as amended (the “FCPA”), if taken by an entity subject to the FCPA, (ii) would violate any sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) under authority delegated to the Secretary of the Treasury by the President of the United States or provided to the Secretary of the Treasury by statute, and any order or license issued by, or under authority delegated by, the President or provided to the Secretary of the Treasury by statute in connection with a sanctions program thus administered by OFAC; (iiiB) would violate the U.K. Bribery ActAct 2010, if taken by an entity subject to the U.K. Bribery ActAct 2010, or (ivC) could reasonably be expected to constitute a violation of any applicable Compliance LawAnti-Bribery Laws; (ciii) the making of any false or fictitious entries in the books or records of any Group Company by any PersonCompany; or (div) the using of any assets of any Group Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment. The Group Companies have established or is subject to adequate internal controls and procedures intended to ensure compliance with the Anti-Bribery Laws. (b) None of the Group Companies, the Seller and, to the Knowledge of the Warrantors, their respective Representatives is owned or Controlled by a Person that is targeted by or the subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or by the U.S. Department of State, or any sanctions imposed by the European Union (including under Council Regulation (EC) No. 194/2008), the United Nations Security Council, His Majesty’s Treasury or any other relevant Governmental Authority or has engaged in any activities that would be in violation of the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, as amended or the Iran Sanctions Act, as amended, or sanctions and measures imposed by the United Nations or any other relevant Governmental Authority (collectively, the “Sanctions Laws”). None of the Group Companies, the Seller and, to the Knowledge of the Warrantors, any of their respective Representatives, has been investigated or is being investigated or is subject to a pending or threatened investigation in relation to any Sanctions Laws by any law enforcement, regulatory or other Governmental Authority or any customer or supplier, or has admitted to, or been found by a court in any jurisdiction to have engaged in any violation of any applicable Sanctions Laws or been debarred from bidding for any contract or business relating to Sanctions Laws, and there are no circumstances which are likely to give rise to any such investigation, admission, finding or disbarment. (c) The operations of the Group Companies are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the applicable anti-money laundering statutes of all jurisdictions where the Group Companies conduct business, the rule and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by the relevant Governmental Authorities (including, to the extent applicable, the United State Currency and Foreign Transactions Reporting Act of 1970) (collectively, the “Anti-Money Laundering Laws”). The Group Companies have instituted, maintained and enforced adequate policies and procedures to ensure compliance with Anti-Money Laundering Laws to the extent required by applicable Law. None of the Group Companies has been penalized for or threatened to be charged with, or given notice of any violation of, or under investigation with respect to, any Anti-Money Laundering Laws, and no Action by or before any court, Governmental Authority or any arbitrator involving any alleged violation of applicable Anti- Money Laundering Laws by any Group Company is pending or threatened.

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. (a) Each of the Group Company and other Warrantors and their Affiliates and Companies, the Seller and, to the Knowledge of the Warrantors, their respective directors, officers, managers, officers and employees, independent contractors, representatives, agents and other Persons acting on their behalf (collectively, the “Representatives”) are ), is and have has been in compliance with all applicable laws Laws relating to anti-bribery, anti-corruption, anti-money laundering, sanctions, corruption-related record keeping and internal control laws Laws (collectively, the “Compliance Anti-Bribery Laws”). Without limiting the foregoing, neither any none of the Group Company norCompanies and, any Representative to the Knowledge of the Warrantors, their Representatives has, : directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation of, or request for information of (ai) the making of any gift or payment of anything of value to any public official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person; (bii) the taking of any action by any Person which (iA) would violate the U.S. United States Foreign Corrupt Practices ActAct of 1977, as amended (the “FCPA”), if taken by an entity subject to the FCPA, (ii) would violate any sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) under authority delegated to the Secretary of the Treasury by the President of the United States or provided to the Secretary of the Treasury by statute, and any order or license issued by, or under authority delegated by, the President or provided to the Secretary of the Treasury by statute in connection with a sanctions program thus administered by OFAC; (iiiB) would violate the U.K. Bribery ActAct 2010, if taken by an entity subject to the U.K. Bribery ActAct 2010, or (ivC) could reasonably be expected to constitute a violation of any applicable Compliance LawAnti-Bribery Laws; (ciii) the making of any false or fictitious entries in the books or records of any Group Company by any PersonCompany; or (div) the using of any assets of any Group Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment. The Group Companies have established or is subject to adequate internal controls and procedures intended to ensure compliance with the Anti-Bribery Laws. (b) None of the Group Companies, the Seller and, to the Knowledge of the Warrantors, their respective Representatives is owned or Controlled by a Person that is targeted by or the subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or by the U.S. Department of State, or any sanctions imposed by the European Union (including under Council Regulation (EC) No. 194/2008), the United Nations Security Council, His Majesty’s Treasury or any other relevant Governmental Authority or has engaged in any activities that would be in violation of the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, as amended or the Iran Sanctions Act, as amended, or sanctions and measures imposed by the United Nations or any other relevant Governmental Authority (collectively, the “Sanctions Laws”). None of the Group Companies, the Seller and, to the Knowledge of the Warrantors, any of their respective Representatives, has been investigated or is being investigated or is subject to a pending or threatened investigation in relation to any Sanctions Laws by any law enforcement, regulatory or other Governmental Authority or any customer or supplier, or has admitted to, or been found by a court in any jurisdiction to have engaged in any violation of any applicable Sanctions Laws or been debarred from bidding for any contract or business relating to Sanctions Laws, and there are no circumstances which are likely to give rise to any such investigation, admission, finding or disbarment. (c) The operations of the Group Companies are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the applicable anti-money laundering statutes of all jurisdictions where the Group Companies conduct business, the rule and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by the relevant Governmental Authorities (including, to the extent applicable, the United State Currency and Foreign Transactions Reporting Act of 1970) (collectively, the “Anti-Money Laundering Laws”). The Group Companies have instituted, maintained and enforced adequate policies and procedures to ensure compliance with Anti-Money Laundering Laws to the extent required by applicable Law. None of the Group Companies has been penalized for or threatened to be charged with, or given notice of any violation of, or under investigation with respect to, any Anti-Money Laundering Laws, and no Action by or before any court, Governmental Authority or any arbitrator involving any alleged violation of applicable Anti-Money Laundering Laws by any Group Company is pending or threatened.

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. Each Group Company and other Warrantors and their Affiliates and their respective directors, officers, managers, employees, independent contractors, representatives, agents and other Persons acting on their behalf (collectively, the “Representatives”) are and have been in compliance with all applicable laws relating to anti-bribery, anti-corruption, anti-money laundering, sanctions, record keeping and internal control laws (collectively, the “Compliance Laws”). Without limiting the foregoing, neither any Group Company nor, any Representative has, directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation of, (a) the making of any gift or payment of anything of value to any public official Public Official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public officialPublic Official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person; (b) the taking of any action by any Person which (i) would violate the U.S. Foreign Corrupt Practices Act, as amended (the “FCPA”), if taken by an entity subject to the FCPA, (ii) would violate any sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) under authority delegated to the Secretary of the Treasury by the President of the United States or provided to the Secretary of the Treasury by statute, and any order or license issued by, or under authority delegated by, the President or provided to the Secretary of the Treasury by statute in connection with a sanctions program thus administered by OFAC; (iii) would violate the U.K. Bribery Act, if taken by an entity subject to the U.K. Bribery Act, or (iviii) could reasonably be expected to constitute a violation of any applicable Compliance Law; (c) the making of any false or fictitious entries in the books or records of any Group Company by any Person; or (d) the using of any assets of any Group Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment.

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. Each Group Company and other Warrantors and their Affiliates and their respective directors, officers, managers, employees, independent contractors, representatives, agents and other Persons acting on their behalf (collectively, the “Representatives”) are and have been in compliance with all applicable laws relating to anti-bribery, anti-corruption, anti-money laundering, sanctions, record keeping and internal control laws (collectively, the “Compliance Laws”). Without limiting the foregoing, neither any Group Company nor, any Representative has, directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation of, (a) the making of any gift or payment of anything of value to any public official Public Official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public officialPublic Official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person; (b) the taking of any action by any Person which (i) would violate the U.S. Foreign Corrupt Practices Act, as amended (the “FCPA”), if taken by an entity subject to the FCPA, (ii) would violate any sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) under authority delegated to the Secretary of the Treasury by the President of the United States or provided to the Secretary of the Treasury by statute, and any order or license issued by, or under authority delegated by, the President or provided to the Secretary of the Treasury by statute in connection with a sanctions program thus administered by OFAC; (iii) would violate the U.K. Bribery Act, if taken by an entity subject to the U.K. Bribery Act, or (iviii) could reasonably be expected to constitute a violation of any applicable Compliance Law; (c) the making of any false or fictitious entries in the books or records of any Group Company by any Person; or (d) the using of any assets of any Group Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment.. Each of the Warrantors hereby jointly and severally covenants to the Investors as follows:

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. (a) Each of the Group Company Companies and other Warrantors and their Affiliates the Founder and their respective Affiliates, including the Affiliates’ respective directors, officers, managers, officers and employees, independent contractors, representatives, agents and other Persons acting on their behalf (collectively, the “Representatives”) are ), is and have has been in compliance with all applicable laws Laws relating to anti-bribery, anti-corruption, anti-money laundering, sanctions, corruption-related record keeping and internal control laws Laws (collectively, the “Compliance ABAC Laws”). Without limiting the foregoing, neither any none of the Group Company norCompanies, any Representative the Founder and their Representatives has, : directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation or request for information of, or has information that indicates a likelihood of (a1) the making of any gift or payment of anything of value to any public official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person; (b2) the taking of any action by any Person which (iA) would violate the U.S. United States Foreign Corrupt Practices ActAct of 1977, as amended (the “FCPA”), if taken by an entity subject to the FCPA, (ii) would violate any sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) under authority delegated to the Secretary of the Treasury by the President of the United States or provided to the Secretary of the Treasury by statute, and any order or license issued by, or under authority delegated by, the President or provided to the Secretary of the Treasury by statute in connection with a sanctions program thus administered by OFAC; (iiiB) would violate the U.K. Bribery ActAct 2010, if taken by an entity subject to the U.K. Bribery ActAct 2010, or (ivC) could reasonably be expected to constitute a violation of any applicable Compliance ABAC Law; (c3) the making of any false or fictitious entries in the books or records of any Group Company by any PersonCompany; or (d4) the using of any assets of the Founder or any Group Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment. The Group Companies have established or is subject to adequate internal controls and procedures intended to ensure compliance with the ABAC Laws. (b) None of the Group Companies and the Founder and their respective Representatives is owned or Controlled by a Person that is targeted by or the subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or by the U.S. Department of State, or any sanctions imposed by the European Union (including under Council Regulation (EC) No. 194/2008), the United Nations Security Council, His Majesty’s Treasury or any other relevant Governmental Authority or has engaged in any activities that would be in violation of the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, as amended or the Iran Sanctions Act, as amended, the USA PATRIOT Act, the U.S. Trading with the Enemy Act of 1917, the U.S. International Emergency Economic Powers Act of 1977, or sanctions and measures imposed by the United Nations or any other relevant Governmental Authority (collectively, the “Sanctions Laws”). None of the Founder, the Group Companies and its respective directors, officers or employees, and any of their respective Representatives, has been investigated or is being investigated or is subject to a pending or threatened investigation in relation to any Sanctions Laws by any law enforcement, regulatory or other Governmental Authority or any customer or supplier, or has admitted to, or been found by a court in any jurisdiction to have engaged in any violation of any applicable Sanctions Laws or been debarred from bidding for any contract or business relating to Sanctions Laws, and there are no circumstances which are likely to give rise to any such investigation, admission, finding or disbarment. (c) The operations of the Group Companies are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the applicable anti-money laundering statutes of all jurisdictions where the Group Companies conduct business, the rule and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by the relevant Governmental Authorities (including, to the extent applicable, the United State Currency and Foreign Transactions Reporting Act of 1970) (collectively, the “Anti-Money Laundering Laws”). The Group Companies have instituted, maintained and enforced adequate policies and procedures to ensure compliance with Anti-Money Laundering Laws to the extent required by applicable Law. None of the Founder and the Group Companies has been penalized for or threatened to be charged with, or given notice of any violation of, or under investigation with respect to, any Anti-Money Laundering Laws, and no Action by or before any court, Governmental Authority or any arbitrator involving any alleged violation of applicable Anti-Money Laundering Laws by the Founder or any Group Company is pending or threatened.