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

Anti-Bribery; Anti-Corruption. Neither Company, any Company Subsidiary nor any of their respective Representatives, nor any other Person acting for or on behalf of, or any Person associated with, Company or any Company Subsidiary has, directly or indirectly, in furtherance of or in connection with the business of Company or any Company Subsidiary (i) offered, promised or given any financial or other advantage or inducement to any Person with the intention of influencing (A) any representative of any foreign, federal, state, provincial, local or other Governmental Body in the performance of his or her public functions or (B) any other Person (whether or not such Person is the recipient of the advantage or inducement) to perform his, her or its function improperly, or where the acceptance of such advantage or inducement would itself be improper, (ii) requested, agreed to receive or accepted any financial or other advantage or inducement where such request, agreement to receive or acceptance would be improper or likely to influence such Person in the performance of his, her or its role, (iii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity, (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee or (v) otherwise taken any action that would constitute a violation of any Anti-Corruption Laws. For purposes of this Section 2.23, the phrase “associated with” a Person has the meaning given to it within the U.K. Bribery Act. Since December 31, 2012, neither Company nor any Company Subsidiary, nor to the Knowledge of the Company any Representative of, or other person associated with, Company or any Company Subsidiary, is or has received any notice, inquiry, or internal or external allegation of any actual or potential violation or wrongdoing related to Anti-Corruption Laws; made any voluntary or involuntary disclosure to a governmental, administrative, or regulatory body of any actual or potential violation or wrongdoing related to Anti-Corruption Laws; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing related to Anti-Corruption Laws, and to the Knowledge of Company no event has occurred or circumstance exists that is likely to give rise to any such investigation or action by any governmental, administrative or regulatory body regarding any offence or alleged offence under any Anti-Corruption Laws. Neither Company nor any Company Subsidiary is ineligible to be awarded any contract or business under subpart 9.4 of the U.S. Federal Acquisition Regulation 2005, any Legal Requirement enacted pursuant to Article 45 of the Public Sector Procurement Directive (Directive 2014/24/EU) or any similar Legal Requirement governing eligibility for public procurement contracts in any jurisdiction. Company and each Company Subsidiary have implemented and maintain in effect written policies, procedures and internal controls, including an internal accounting controls system, that are reasonably designed to prevent, deter and detect violations of Legal Requirements. A true, correct and complete copy of the Anti-Corruption Laws policies and procedures adopted by Company and each Company Subsidiary has been furnished to Parent.

Anti-Bribery; Anti-Corruption. Neither CompanyParent, any Company Subsidiary of Parent nor any of their respective Representatives, nor any other Person acting for or on behalf of, or any Person associated with, Company Parent or any Company Subsidiary of Parent has, directly or indirectly, in furtherance of or in connection with the business of Company Parent or any Company Subsidiary of Parent (i) offered, promised or given any financial or other advantage or inducement to any Person with the intention of influencing (A) any representative of any foreign, federal, state, provincial, local or other Governmental Body in the performance of his or her public functions or (B) any other Person (whether or not such Person is the recipient of the advantage or inducement) to perform his, her or its function improperly, or where the acceptance of such advantage or inducement would itself be improper, (ii) requested, agreed to receive or accepted any financial or other advantage or inducement where such request, agreement to receive or acceptance would be improper or likely to influence such Person in the performance of his, her or its role, (iii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity, (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee or (v) otherwise taken any action that would constitute a violation of any Anti-Corruption Laws. For purposes of this Section 2.233.23, the phrase “associated with” a Person has the meaning given to it within the U.K. Bribery Act. Since December 31, 2012, neither Company Parent nor any Company SubsidiarySubsidiary of Parent, nor to the Knowledge of the Company Parent any Representative of, or other person associated with, Company Parent or any Company SubsidiarySubsidiary of Parent, is or has received any notice, inquiry, or internal or external allegation of any actual or potential violation or wrongdoing related to Anti-Corruption Laws; made any voluntary or involuntary disclosure to a governmental, administrative, or regulatory body of any actual or potential violation or wrongdoing related to Anti-Corruption Laws; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing related to Anti-Corruption Laws, and to the Knowledge of Company Parent no event has occurred or circumstance exists that is likely to give rise to any such investigation or action by any governmental, administrative or regulatory body regarding any offence or alleged offence under any Anti-Corruption Laws. Neither Company Parent nor any Company Subsidiary of Parent is ineligible to be awarded any contract or business under subpart 9.4 of the U.S. Federal Acquisition Regulation 2005, any Legal Requirement enacted pursuant to Article 45 of the Public Sector Procurement Directive (Directive 2014/24/EU) or any similar Legal Requirement governing eligibility for public procurement contracts in any jurisdiction. Company Parent and each Company Subsidiary of Parent have implemented and maintain in effect written policies, procedures and internal controls, including an internal accounting controls system, that are reasonably designed to prevent, deter and detect violations of Legal Requirements. A true, correct and complete copy of the Anti-Corruption Laws policies and procedures adopted by Company Parent and each Company Subsidiary of Parent has been furnished to ParentCompany.

Anti-Bribery; Anti-Corruption. Neither Company, any Acquired Company Subsidiary nor any of their respective its Representatives, nor any other Person acting for or on behalf of, or of any Person associated with, Acquired Company or any Company Subsidiary has, directly or indirectly, in furtherance of or in connection with the business of any Acquired Company or any Company Subsidiary (ia) offered, promised or given any financial or other advantage or inducement to any Person with the intention of unlawfully influencing (Ai) any representative of any foreign, federal, state, provincial, provincial or local or other Governmental Body Authority in the performance of his or her public functions or (Bii) any other Person (whether or not such Person is the recipient of the advantage or inducement) to perform his, her or its function improperly, or where the acceptance of such advantage or inducement would itself be improperunlawful, (iib) requested, agreed to receive or accepted any financial or other advantage or inducement where such request, agreement to receive or acceptance would be improper or likely to influence such Person in the performance of his, her or its role, (iiic) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity, (ivd) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee or (ve) otherwise taken any action that would constitute a violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other Law relating to the prevention of corruption and bribery (“Anti-Corruption Laws”). For purposes of this Section 2.23, the phrase “associated with” a Person has the meaning given to it within the U.K. Bribery Act. Since December 31, 2012, neither Company nor Neither any Company SubsidiaryAcquired Company, nor to the Knowledge of the Company Sellers, any Representative of, or other person associated with, of any Acquired Company or any Company Subsidiary, is or has received any notice, inquiry, or internal or external allegation of any actual or potential violation or wrongdoing related to Anti-Corruption Laws; made any voluntary or involuntary disclosure to a governmental, administrative, or regulatory body of any actual or potential violation or wrongdoing related to Anti-Corruption Laws; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing related to Anti-Corruption Laws, and to the Knowledge of Company no event has occurred or circumstance exists that is likely to give rise to any such investigation or action Action by any governmental, administrative or regulatory body regarding any offence offense or alleged offence offense under any Anti-Corruption Laws. Neither Each Acquired Company nor any Company Subsidiary is not ineligible to be awarded any contract or business under subpart 9.4 of the U.S. Federal Acquisition Regulation 2005, any Legal Requirement enacted pursuant to Article 45 of the Public Sector Procurement Directive (Directive 2014/24/EU) or any similar Legal Requirement Law governing eligibility for public procurement contracts in any jurisdiction. Company and each Company Subsidiary have implemented and maintain in effect written policies, procedures and internal controls, including an internal accounting controls system, that are reasonably designed to prevent, deter and detect violations of Legal Requirements. A true, correct and complete copy of the Anti-Corruption Laws policies and procedures adopted by Company and each Company Subsidiary has been furnished to Parent.

Anti-Bribery; Anti-Corruption. Neither CompanySince December 31, any 2016, no Company Subsidiary Entity, nor any of their respective Representativesofficers, nor any other Person acting for or on behalf ofdirectors, or managers, or to the Knowledge of the Company, any Person associated with, employees or other Representatives acting on such Company or any Company Subsidiary Entity’s behalf has, directly or indirectly, in furtherance of or in connection with the business of Company or any Company Subsidiary Entity: (i) offered, promised promised, given, authorized, or given agreed to give any financial or other advantage advantage, inducement or inducement anything of value to any Person with the intention of influencing (A) any representative or employee of any foreign, federal, state, provincialprovincial or local Governmental Entity, local including any representative or other Governmental Body employee of a state-owned entity or business, or a public organization, or any representative or employee of any political party or official, or candidate (a “Government Official”), in the performance of his or her public functions or employment or (B) any other Person (whether or not such Person is the recipient of the advantage or inducement) to perform his, her or its function improperly, or where the acceptance of such advantage or inducement would itself be improperunlawful, (ii) requested, agreed to receive or accepted any financial or other advantage or inducement where such request, agreement to receive or acceptance would be improper or likely to influence such Person in the performance of his, her or its roleunlawful, (iii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity, (iv) made, offered, authorized or promised any bribe, rebate, payoff, influence payment, kickback, contribution, gift or other unlawful payment or thing of value to any Government Official (including, to the Knowledge of the Company, any close relatives or associates thereof), regardless of form, to obtain favorable treatment in obtaining or retaining business or to pay for favorable treatment already secured, (v) established or maintained, or is maintaining, any fund of corporate monies or other properties for the purpose of supplying finds for any of the purposes described in the foregoing clause (iv), (vi) made any unlawful bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful similar payment to of any foreign or domestic government official or employee nature, or (vvii) otherwise taken any action that would constitute a material violation of any applicable Anti-Bribery and Anti-Corruption Laws. For purposes of this Section 2.23, the phrase “associated with” a Person has the meaning given to it within the U.K. Bribery Act. Since December 31, 20122016, neither no Company nor Entity has received from any Company Subsidiary, nor to the Knowledge of the Company any Representative of, or other person associated with, Company Governmental Entity or any Company Subsidiary, is or has received other Person any written notice, inquiry, or internal or external allegation of any actual or potential violation or wrongdoing related to Anti-Corruption Lawsallegation; made any voluntary or involuntary disclosure to a governmental, administrative, or regulatory body of any actual or potential violation or wrongdoing related to Anti-Corruption LawsGovernmental Entity; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing related to applicable Anti-Corruption Laws, Bribery and to the Knowledge of Company no event has occurred or circumstance exists that is likely to give rise to any such investigation or action by any governmental, administrative or regulatory body regarding any offence or alleged offence under any Anti-Corruption Laws. Neither Company nor any Company Subsidiary is ineligible to be awarded any contract or business under subpart 9.4 To the Knowledge of the U.S. Federal Acquisition Regulation 2005Company, any Legal Requirement enacted pursuant there are no threatened criminal or civil Actions, nor factual allegations of non-compliance, with respect to Article 45 of the Public Sector Procurement Directive (Directive 2014/24/EU) or any similar Legal Requirement governing eligibility for public procurement contracts in any jurisdiction. Company and each Company Subsidiary have implemented and maintain in effect written policies, procedures and internal controls, including an internal accounting controls system, that are reasonably designed to prevent, deter and detect violations of Legal Requirements. A true, correct and complete copy of the Anti-Bribery and Anti-Corruption Laws policies and procedures adopted by Company and each Company Subsidiary has been furnished to ParentLaws.

Anti-Bribery; Anti-Corruption. Neither CompanyThe Company Group is, any and has been at all times since January 1, 2017, in material compliance with all applicable Anti-Corruption Laws. Since January 1, 2017, none of the Company Subsidiary nor Group, the Company Funds or, to the Knowledge of the Company Group, any of their respective Representativesdirectors, nor any other Person acting for officers, employees, or on behalf ofagents, or any Person associated withCompany Group Employee, Company or any Company Subsidiary has, directly or indirectly, in furtherance of or in connection with the business of Company or any Company Subsidiary such entity: (ia) offered, promised promised, given, authorized, or given agreed to give any financial or other advantage or inducement to any Person with the intention of influencing (Ai) any representative of any foreign, federal, state, provincialor local Governmental Entity, local including any representative of a state-owned entity or other Governmental Body a public organization, in the performance of his or her public functions or (Bii) any other Person (whether or not such Person is the recipient of the advantage or inducement) to perform his, her her, or its function improperly, or where the acceptance of such advantage or inducement would itself be improper, unlawful; (iib) requested, agreed to receive receive, or accepted any financial or other advantage or inducement where such request, agreement to receive receive, or acceptance would be improper or likely to influence such Person in the performance of his, her or its role, unlawful; (iiic) used any corporate funds for any unlawful contribution, gift, entertainment entertainment, or other unlawful expenses relating to political activity, ; (ivd) made any unlawful bribe, rebate, payoff, influence paymentpayment kickback, kickback or other unlawful payment to any foreign or domestic government official or employee employee; or (ve) otherwise taken any action that would constitute a violation of any Anti-Corruption Laws. For purposes of this Section 2.23Since January 1, the phrase “associated with” a Person has the meaning given to it within the U.K. Bribery Act. Since December 312017, 2012, neither Company nor any Company Subsidiary, nor to the Knowledge no member of the Company Group has received from any Representative of, or other person associated with, Company Governmental Entity or any Company Subsidiary, is or has received other Person any written notice, inquiry, or internal or external allegation of any actual or potential violation or wrongdoing related to Anti-Corruption Laws; allegation, made any voluntary or involuntary disclosure to a governmentalGovernmental Entity, administrative, or regulatory body of any actual or potential violation or wrongdoing related to Anti-Corruption Laws; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing related to Anti-Corruption Laws, and to the Knowledge of Company no event has occurred or circumstance exists that is likely to give rise to any such investigation or action by any governmental, administrative or regulatory body regarding any offence or alleged offence under any Anti-Corruption Laws. Neither Company nor any Company Subsidiary is ineligible to be awarded any contract or business under subpart 9.4 of the U.S. Federal Acquisition Regulation 2005, any Legal Requirement enacted pursuant to Article 45 of the Public Sector Procurement Directive (Directive 2014/24/EU) or any similar Legal Requirement governing eligibility for public procurement contracts in any jurisdiction. Company and each Company Subsidiary have implemented and maintain in effect written policies, procedures and internal controls, including an internal accounting controls system, that are reasonably designed to prevent, deter and detect violations of Legal Requirements. A true, correct and complete copy of the applicable Anti-Corruption Laws or policies and procedures adopted by Company and each Company Subsidiary has been furnished designed to Parentensure compliance therewith.

Anti-Bribery; Anti-Corruption. Neither Company, any the Company Subsidiary nor any of their respective its directors, managers, officers, employees, consultants, agents or Representatives, nor nor, to the Knowledge of the Company, any other Person acting for or on behalf of, or any Person associated with, Company or any Company Subsidiary hasthe Company, directly or indirectly, has in furtherance of or in connection with the business of the Company or any Company Subsidiary (ia) offered, promised or given any financial or other advantage or inducement to any Person with the intention of influencing (Ai) any representative Representative of any foreign, federal, state, provincial, state or local or other Governmental Body Entity in the performance of his or her public functions or (Bii) any other Person (whether or not such Person is the recipient of the advantage or inducement) to perform his, her or its such Person’s function improperlyin a manner which would violate any applicable Law, or where the acceptance of such advantage or inducement would itself be improperin violation of applicable Law, (iib) requested, agreed to receive or accepted any financial or other advantage or inducement where such request, agreement to receive or acceptance would be improper in violation of any applicable Law or likely to influence such Person in the performance of his, her or its such Person’s role, (iiic) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity, (ivd) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee employee, or (ve) otherwise taken any action that would constitute a violation of any Anti-Corruption Lawsprovision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any similar Law. For purposes of this Section 2.23Neither the Company, the phrase “associated with” a Person has the meaning given to it within the U.K. Bribery Act. Since December 31, 2012, neither Company nor any Company Subsidiarydirector, nor officer, employee, consultant, agent or Representative of, or, to the Knowledge of the Company any Representative ofCompany, or other person Person associated with, Company or any Company Subsidiarythe Company, is or has received been the subject of any notice, inquiry, or internal or external allegation of Proceeding regarding any actual or potential alleged violation or wrongdoing related to Anti-Corruption Laws; made any voluntary or involuntary disclosure to a governmental, administrative, or regulatory body of any actual anti-bribery, anti-corruption, anti-fraud or potential violation or wrongdoing related to Anti-Corruption Laws; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing related to Anti-Corruption Lawssimilar Law. No such Proceeding has been threatened in writing (or, and to the Knowledge of the Company, other than in writing). The Company no event has occurred or circumstance exists that is likely to give rise to any such investigation or action by any governmental, administrative or regulatory body regarding any offence or alleged offence under any Anti-Corruption Laws. Neither Company nor any Company Subsidiary is not ineligible to be awarded any contract or business under subpart 9.4 of the U.S. Federal Acquisition Regulation 2005, any Legal Requirement Law enacted pursuant to Article 45 of the Public Sector Procurement Directive (Directive 2014/242004/18/EUEC) or any similar Legal Requirement Law governing eligibility for public procurement contracts in any jurisdiction. Company and each Company Subsidiary have implemented and maintain in effect written policies, procedures and internal controls, including an internal accounting controls system, that are reasonably designed to prevent, deter and detect violations of Legal Requirements. A true, correct and complete copy of the Antianti-Corruption Laws bribery and anti-corruption policies and procedures adopted by the Company and each Company Subsidiary has been furnished to Parent.