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

Anti-Bribery; Anti-Corruption. Neither Parent, any Subsidiary of Parent nor any of their respective Representatives, nor any other Person acting for or on behalf of, or any Person associated with, Parent or any Subsidiary of Parent has, directly or indirectly, in furtherance of or in connection with the business of Parent or any 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 3.23, the phrase “associated with” a Person has the meaning given to it within the U.K. Bribery Act. Since December 31, 2012, neither Parent nor any Subsidiary of Parent, nor to the Knowledge of Parent any Representative of, or other person associated with, Parent or any Subsidiary 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 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 Parent nor any 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. Parent and each 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 Parent and each Subsidiary of Parent has been furnished to Company.

Anti-Bribery; Anti-Corruption. Neither ParentSince December 31, any Subsidiary of Parent 2016, no Company 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, Parent employees or any Subsidiary of Parent other Representatives acting on such Company Entity’s behalf has, directly or indirectly, in furtherance of or in connection with the business of Parent or any Subsidiary of Parent Company 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 3.23, the phrase “associated with” a Person has the meaning given to it within the U.K. Bribery Act. Since December 31, 20122016, neither Parent nor no Company Entity has received from any Subsidiary of Parent, nor to the Knowledge of Parent any Representative of, or other person associated with, Parent Governmental Entity or any Subsidiary of Parent, 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 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 Parent nor any Subsidiary of Parent 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. Parent and each 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-Bribery and Anti-Corruption Laws policies and procedures adopted by Parent and each Subsidiary of Parent has been furnished to CompanyLaws.

Anti-Bribery; Anti-Corruption. Neither Parent, any Subsidiary of Parent the Company 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, Parent or any Subsidiary of Parent hasthe Company, directly or indirectly, has in furtherance of or in connection with the business of Parent or any Subsidiary of Parent the Company (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 3.23Neither 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 Parent nor any Subsidiary of Parentdirector, nor officer, employee, consultant, agent or Representative of, or, to the Knowledge of Parent any Representative ofthe Company, or other person Person associated with, Parent or any Subsidiary of Parentthe 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 Parent no event has occurred or circumstance exists that the Company, other than in writing). The Company 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 Parent nor any Subsidiary of Parent 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. Parent and each 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 Antianti-Corruption Laws bribery and anti-corruption policies and procedures adopted by Parent and each Subsidiary of Parent the Company has been furnished to CompanyParent.

Anti-Bribery; Anti-Corruption. Neither Parent, any Subsidiary of Parent Acquired Company nor any of their respective its Representatives, nor any other Person acting for or on behalf of, or of any Person associated with, Parent or any Subsidiary of Parent Acquired Company has, directly or indirectly, in furtherance of or in connection with the business of Parent or any Subsidiary of Parent Acquired Company (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 3.23, the phrase “associated with” a Person has the meaning given to it within the U.K. Bribery Act. Since December 31, 2012, neither Parent nor Neither any Subsidiary of ParentAcquired Company, nor to the Knowledge of Parent the Sellers, any Representative of, or other person associated with, Parent or of any Subsidiary of Parent, is or Acquired Company 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 Parent 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 Parent nor any Subsidiary of Parent Each Acquired Company 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. Parent and each 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 Parent and each Subsidiary of Parent has been furnished to Company.

Anti-Bribery; Anti-Corruption. Neither ParentSince December 31, 2015, (a) neither any Subsidiary of Parent Company Entity, nor any of their respective Representativesofficers or directors, nor nor, to the Knowledge of the Company, any of their respective employees, agents or any other Person acting for or on behalf of, or of any Person associated with, Parent or any Subsidiary of Parent Company Entity has, directly or indirectly, in furtherance of or in connection with the business of Parent or any Subsidiary of Parent Company Entity: (i) 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 (A) any representative or employee of any foreign, federal, state or local Governmental Entity, including any representative or employee of a state-owned entity or business, provincialor a public organization, local or other Governmental Body any representative or employee of any political party or official, or candidate (a “Government Official”), in the performance of his or her public functions 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, but not limited to, 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) has 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) has 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 violation of any Anti-Corruption Laws. For purposes of this Section 3.23, the phrase “associated with” a Person has the meaning given to it within the U.K. Bribery Act. Since December 31, 2012, neither Parent nor any Subsidiary of Parent, nor to the Knowledge of Parent any Representative of, or other person associated with, Parent or any Subsidiary of Parent, is or has received any notice, inquiry, or internal or external allegation of any actual or potential violation or wrongdoing related to applicable Anti-Corruption Laws; made and (b) no Company Entity has undergone or is undergoing any voluntary audit, inquiry, review, inspection, investigation, survey or involuntary disclosure examination by a Governmental Entity relating 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 the Anti-Corruption Laws, and to or anti-corruption or anti-kickback activity. To the Knowledge of Parent the Company, there are no event has occurred threatened criminal or circumstance exists that is likely civil claims, nor factual allegations of non-compliance, with respect to give rise to any such investigation or action by any governmental, administrative or regulatory body regarding any offence or alleged offence under any the Anti-Corruption Laws. Neither Parent nor any 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. Parent and each 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 Parent and each Subsidiary of Parent has been furnished to Company.