Common use of Anti-Bribery; Anti-Corruption Clause in Contracts

Anti-Bribery; Anti-Corruption. For the last eighteen (18) months and to the Knowledge of the Company since the Reference Date, none of the Group Companies or, to the Knowledge of the Company, any of the Group Companies’ respective directors, officers, employees or Affiliates, in each case, acting on their behalf has, in connection with the operation of the business of the Group Companies, directly or indirectly: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments, expenses or anything of value relating to an act by any Governmental Entity or any foreign or domestic political party or campaign, (ii) promised, offered, authorized, made or agreed to make any unlawful payment or promised, offered, authorized, provided or agreed to provide anything of value to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated, as applicable, any provision of the Foreign Corrupt Practices Act, the U.K. Xxxx-Xxxxxxx Xxx 0000, or of any other anti-bribery or anti-corruption laws to the extent applicable (collectively, “Anti-Corruption Law”), (iii) been the subject of a material claim or allegation relating to (A) any potential violation of the Anti-Corruption Laws or (B) any potentially unlawful payment, contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to an official, to any political party or official thereof or to any candidate for political office, or (iv) received any written notice or communication from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. For the last eighteen (18) months and to the Knowledge of the Company since the Reference Date, the Group Companies have had and maintained a system or systems of internal controls reasonably designed to (x) ensure material compliance with the Anti-Corruption Laws and (y) prevent and detect violations of the Anti-Corruption Laws.

Anti-Bribery; Anti-Corruption. For None of the last eighteen (18) months and Group Companies or, to the Knowledge of any of the Company since Company, any of the Reference DateGroup Companies’ respective directors, none officers, employees, Affiliates or any other Persons acting on their behalf, at their direction or for their benefit has, within the past five (5) years, in connection with the operation of the business of the Group Companies, directly or indirectly: (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, or any official of such party or campaign, for the purpose of: (i) influencing any act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures; (d) established or maintained any unlawful fund of corporate monies or other properties; (e) created or caused the creation of any false or inaccurate books and records related to any of the foregoing; or (f) otherwise violated any applicable Anti-Corruption Laws. None of the Group Companies or, to the Knowledge of the Company, any of the Group Companies’ respective directors, officers, employees employees, Affiliates or Affiliates, in each case, any other Persons acting on their behalf hasbehalf, in connection with the operation of the business of the Group Companies, directly at their direction or indirectly: for their benefit (i) used any funds for unlawful contributions, gifts, entertainment is or other unlawful payments, expenses or anything of value relating to an act by any Governmental Entity or any foreign or domestic political party or campaign, has been within the past five (ii5) promised, offered, authorized, made or agreed to make any unlawful payment or promised, offered, authorized, provided or agreed to provide anything of value to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated, as applicable, any provision of the Foreign Corrupt Practices Act, the U.K. Xxxx-Xxxxxxx Xxx 0000, or of any other anti-bribery or anti-corruption laws to the extent applicable (collectively, “Anti-Corruption Law”), (iii) been years the subject of a material an unresolved claim or allegation relating to (A) any potential violation of the Anti-Corruption Laws or (B) any potentially unlawful payment, contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to an official, to any political party or official thereof or to any candidate for political office, or (ivii) has received within the past five (5) years any written notice or other communication from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. For the last eighteen (18) months and to the Knowledge of the Company since the Reference Date, the The Group Companies have had and maintained within the past five (5) years a system or systems of internal controls reasonably designed to (x) ensure material compliance with the Anti-Corruption Laws and (y) prevent and detect violations of the Anti-Corruption Laws.

Anti-Bribery; Anti-Corruption. For the last eighteen (18a) months and to the Knowledge of Since January 1, 2018, (i) the Company since and Company Subsidiaries, directors, officers and employees have complied with the Reference DateU.S. Foreign Corrupt Practices Act of 1977, none of as amended (15 U.S.C. §§ 78a et seq. (1997 and 2000)), and any other applicable U.S. or non-U.S. anticorruption or anti-bribery Laws (collectively, the Group Companies or“Anti-corruption Laws”), and (ii) neither the Company nor any Company Subsidiary, director, officer or employee, nor, to the Knowledge of the Company, any of the Group Companies’ respective directorsCompany’s agents or other representatives acting on the Company’s behalf have, officers, employees directly or Affiliatesindirectly, in each case, acting on their behalf has, in connection with the operation violation in any material respects of the business of the Group Companies, directly or indirectly: Anti-corruption Laws (iA) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful paymentsexpenses relating to political activity; (B) offered, expenses promised, paid or anything delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country; (C) made any payment to any customer or supplier, or to any officer, director, partner, employee, or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee, or agent for the unlawful rebating of charges; (D) made any other unlawful or improper payment or given any other unlawful or improper consideration or thing of value relating to an act by any Governmental Entity such customer or supplier or any such officer, director, partner, employee, or agent or to any other Person; or (E) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or domestic political party relating to corrupt practices, money laundering, or campaigncompliance with unsanctioned foreign boycotts. (b) Since January 1, (ii) promised, offered, authorized, made or agreed to make any unlawful payment or promised, offered, authorized, provided or agreed to provide anything of value to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated, as applicable, any provision of the Foreign Corrupt Practices Act2018, the U.K. Xxxx-Xxxxxxx Xxx 0000, United States government has not notified the Company or any of its Subsidiaries in writing of any other anti-bribery actual or anti-corruption laws to the extent applicable (collectively, “Anti-Corruption Law”), (iii) been the subject of a material claim alleged violation or allegation relating to (A) any potential violation breach of the Anti-Corruption Laws corruption Laws. Other than the United States government, no Person has notified the Company or (B) any potentially unlawful paymentof its Subsidiaries in writing of any actual or, contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to an official, to any political party or official thereof or to any candidate for political office, or (iv) received any written notice or communication from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. For the last eighteen (18) months and to the Knowledge of the Company, alleged violation or breach of the Anti-corruption Laws. There is no Action pending or, to the Knowledge of the Company, threatened in writing concerning the Company since or the Reference Date, the Group Companies have had and maintained a system or systems of internal controls reasonably designed to (x) ensure material Company Subsidiaries’ compliance with the Anti-Corruption Laws corruption Laws. The Company and each Company Subsidiary has (i) made and kept material books, records, and accounts that, in reasonable detail, accurately and fairly reflect its and their transactions and dispositions and (yii) prevent devised and detect violations maintained a system of internal controls, including an anti-corruption compliance program, sufficient to provide reasonable assurances that it and they are in material compliance with all applicable Anti-corruption Laws. (c) Since January 1, 2018, no Investment Adviser Subsidiary, or to the Knowledge of the AntiCompany, any “covered associate” (as defined in Rule 206(4)-5 of the Advisers Act) of an Investment Adviser Subsidiary has made a “contribution” or “coordinated” or “solicited” a “contribution” to an “official” of a “government entity” (as such terms are defined in Rule 206(4)-5 of the Advisers Act) that would disqualify or otherwise prevent the Investment Adviser Subsidiary from providing investment advisory services for compensation to such government entity (pursuant to Rule 206(4)-5 under the Advisers Act). No Investment Adviser Subsidiary, nor any manager, director, officer, employee or agent thereof, has, directly or indirectly (i) used (or promised to use) any funds for unlawful contributions, gifts, gratuities, entertainment or other unlawful expenses, in each case, related to political activity; (ii) made, offered, promised or authorized any unlawful payment of any kind; or (iii) violated any applicable Law relating to anti-Corruption Lawsbribery, export control, money laundering or anti-terrorism.

Anti-Bribery; Anti-Corruption. For the last eighteen past five (185) months and to the Knowledge of years, neither the Company since the Reference Datenor any of its directors, none of the Group Companies officers or, to the Knowledge of the Company, employees, Affiliates or any of the Group Companies’ respective directors, officers, employees or Affiliates, in each case, other Persons acting on their behalf its behalf, at the Company’s direction or for its benefit has, in connection with the operation of the business of the Group CompaniesCompany, directly or indirectly: (a) made, offered, authorized, or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any Government Official or any other Person for the purpose of: (i) used influencing any funds act or decision of such Government Official; (ii) inducing such Government Official to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature in violation of Anti-Corruption Laws; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful payments, expenses expenditures; (d) established or anything of value relating to an act by any Governmental Entity or any foreign or domestic political party or campaign, (ii) promised, offered, authorized, made or agreed to make maintained any unlawful payment fund of corporate monies or promised, offered, authorized, provided other properties; (e) created or agreed caused the creation of any false or materially inaccurate books and records related to provide anything of value to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated, as applicable, any provision of the Foreign Corrupt Practices Act, the U.K. Xxxx-Xxxxxxx Xxx 0000, foregoing; or of (f) otherwise violated any other anti-bribery or anti-corruption laws to the extent applicable (collectively, “Anti-Corruption Law”)Laws. For the past five (5) years, neither the Company nor any of its directors, officers, or, to the Knowledge of the Company, any of its employees, Affiliates or any other Persons acting on their behalf, (iiii) is or has been the subject of a material an unresolved claim or unresolved allegation relating to (A) any potential violation of the applicable Anti-Corruption Laws or (B) any potentially unlawful payment, contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to an any government official, to any political party or official thereof or to any candidate for political office, or (ivii) has received any written notice or other communication from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation of, or failure to comply with, any applicable Anti-Corruption Law. For the last eighteen (18) months and to To the Knowledge of the Company since the Reference DateCompany, the Group Companies have had and maintained Company has not employed or retained, directly or indirectly, a Government Official or any family member of a Government Official. To the Knowledge of the Company, no Government Official has, directly or indirectly, the right of control over, or any beneficial interest in, the Company. The Company maintains a system or systems of internal controls reasonably designed to (x) ensure material promote compliance with the applicable Anti-Corruption Laws and (y) prevent and detect violations of the applicable Anti-Corruption Laws.

Anti-Bribery; Anti-Corruption. For the last eighteen (18a) months and to the Knowledge of the Company since Since the Reference Date, none of the XXXX Group Companies or, to the Knowledge of the CompanyXXXX, any of the XXXX Group Companies’ respective directors, officers, or employees or Affiliates, in each case, acting on their behalf has, in connection with the operation of the business of the XXXX Group Companies, directly or indirectly: (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, or any official of such party or campaign, for the purpose of: (i) used influencing any funds act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful payments, expenses expenditures; (d) established or anything of value relating to an act by any Governmental Entity or any foreign or domestic political party or campaign, (ii) promised, offered, authorized, made or agreed to make maintained any unlawful payment fund of corporate monies or promised, offered, authorized, provided other properties; (e) created or agreed caused the creation of any false or inaccurate books and records related to provide anything any of value to foreign the foregoing; or domestic government officials or employees, to foreign or domestic political parties or campaigns or (f) violated, as applicable, any provision of conspired to violate or aided and abetted the Foreign Corrupt Practices Act, the U.K. Xxxx-Xxxxxxx Xxx 0000, or violation of any other applicable anti-bribery money laundering or anti-corruption laws to the extent applicable (collectively, “Anti-Corruption Law”)Laws. (b) None of the XXXX Group Companies or any of the XXXX Group Companies’ respective directors, officers or, to the Knowledge of XXXX, any of the XXXX Group Companies’ respective employees (iiii) is or has been the subject of a material an undisclosed claim or allegation relating to (A) any potential violation of the Anti-Corruption Laws or (B) any potentially unlawful payment, contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to an official, to any political party or official thereof or to any candidate for political office, or (ivii) has received any written notice or other communication from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. For the last eighteen (18) months XXXX has established and to the Knowledge of the Company since the Reference Date, the Group Companies have had and maintained maintains a system or systems of internal controls reasonably designed to (x) ensure material compliance with the Anti-Corruption Laws and (y) prevent has, and detect violations of has implemented, the Anti-Corruption LawsCompliance Policy which is made publicly available by XXXX.

Anti-Bribery; Anti-Corruption. For During the last eighteen five (185) months and to the Knowledge of the Company since the Reference Dateyears, none of the Group Companies or, to the Knowledge of the Company, any of the Group Companies’ respective directors, officers, employees or Affiliatesany other Persons, in each case, acting on their behalf behalf, at their direction or for their benefit, has, in connection with the operation of the business of the Group Companies, and in each case in all material respects, directly or indirectly: (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, or any official of such party or campaign, for the purpose of: (i) used influencing any funds act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful payments, expenses expenditures; (d) established or anything of value relating to an act by any Governmental Entity or any foreign or domestic political party or campaign, (ii) promised, offered, authorized, made or agreed to make maintained any unlawful payment fund of corporate monies or promised, offered, authorized, provided other properties; (e) created or agreed caused the creation of any false or inaccurate books and records related to provide anything any of value to foreign the foregoing; or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated, as applicable, (f) otherwise violated any provision of the Foreign Corrupt Practices ActAct of 1977, as amended, 15 U.S.C. §§78dd-1, et seq., the U.K. Xxxx-Xxxxxxx United Kingdom Bxxxxxx Xxx 0000, Sub-chapter 5 of Chapter 9 of Part B of the Israeli Penal Law, 1977, the Israeli Prohibition on Money Laundering Law, 2000, OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the UN Convention against Corruption, United States Currency, Foreign Transactions Reporting Act of 1970, or of any other applicable anti-corruption or anti-bribery or anti-corruption laws to Legal Requirements (the extent applicable (collectively, “Anti-Corruption LawLaws”). None of the Group Companies or any of the Group Companies’ respective directors, officers or, to the Knowledge of the Company, any of the Group Companies’ respective employees or any other Persons acting on their behalf, at their direction or for their benefit, and in each case in all material respects, (iiii) is or has been the subject of a material an unresolved claim or allegation by a Governmental Entity, relating to (A) any potential violation of the applicable Anti-Corruption Laws or (B) any potentially unlawful payment, contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to an official, to any political party or official thereof or to any candidate for political office, or (ivii) has received any written notice or other communication from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. For the last eighteen (18) months and to the Knowledge of the Company since the Reference Date, the Group Companies have had and maintained a system or systems of internal controls reasonably designed to (x) ensure material compliance with the Anti-Corruption Laws and (y) prevent and detect violations of the Anti-Corruption Laws.

Anti-Bribery; Anti-Corruption. For the last eighteen five (185) months and to the Knowledge of the Company since the Reference Dateyears, none of the Group Companies Company, any of its Subsidiaries, or, to the Knowledge knowledge of the Company, any of the Group Companies’ their respective directors, officers, employees employees, Affiliates or Affiliates, in each case, any other Persons acting on their behalf behalf, at their direction or for their benefit has, in connection with the operation of the business of the Group CompaniesCompany or any of its Subsidiaries, directly or indirectly: (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, or any official of such party or campaign, for the purpose of: (i) used influencing any funds act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful payments, expenses expenditures; (d) established or anything of value relating to an act by any Governmental Entity or any foreign or domestic political party or campaign, (ii) promised, offered, authorized, made or agreed to make maintained any unlawful payment fund of corporate monies or promised, offered, authorized, provided other properties; (e) created or agreed caused the creation of any false or inaccurate books and records related to provide anything any of value to foreign the foregoing; or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated, as applicable, (f) otherwise violated any provision of the Foreign Corrupt Practices ActAct of 1977, as amended, 15 U.S.C. §§78dd-1, et seq., the U.K. Xxxx-United Kingdom Xxxxxxx Xxx 0000, 0000 or of any other Applicable Law related to anti-corruption or anti-bribery or anti-corruption laws to (the extent applicable (collectively, “Anti-Corruption LawLaws”). None of the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, Affiliates or, to the knowledge of the Company, any other Persons acting on their behalf, at their direction or for their benefit, (iiii) is or has been the subject of a material an unresolved claim or allegation relating to (A) any potential violation of the Anti-Corruption Laws or (B) any potentially unlawful payment, contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to an official, to any political party or official thereof or to any candidate for political office, or (ivii) has received any written notice or other communication from, or made a voluntary disclosure to, any Governmental Entity Authority regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. For the last eighteen five (185) months and to the Knowledge of years, the Company since the Reference Date, the Group Companies and its Subsidiaries have had and maintained a system or systems of internal controls reasonably designed to (x) ensure material compliance with the Anti-Corruption Laws and (y) prevent and detect violations of the Anti-Corruption Laws.