Common use of Anti-Corruption and Trade Sanctions Clause in Contracts

Anti-Corruption and Trade Sanctions. Except for such matters as have not, since February 1, 2013, resulted in, and would not reasonably be expected to result in, a material Liability to or obligation of Parent and its Subsidiaries, taken as a whole: (a) Parent and its Subsidiaries, directors, officers and, to the Knowledge of Parent, its employees, agents and other Representatives acting on behalf of Parent or its Subsidiaries, are not “specially designated nationals” or “blocked persons,” nor are they otherwise acting in any material violation of Law regarding trade sanctions, including OFAC regulations. (b) Neither Parent nor any of its Subsidiaries has been or is now under any administrative, civil or criminal charge or indictment or, to Parent’s Knowledge, investigation or internal investigation, based on an allegation of noncompliance, or alleging noncompliance with any Anti-Corruption and Anti-Bribery Laws, nor, to Parent’s Knowledge, is there any basis for any such charge, indictment or investigation. (c) Neither Parent nor any of its Subsidiaries has been or is now a party to any administrative or civil litigation alleging noncompliance with any Anti-Corruption and Anti-Bribery Laws, nor to Parent’s Knowledge, is there any basis for any such proceeding. (d) Neither Parent nor any of its Subsidiaries nor their respective directors, officers or, to the Knowledge of Parent, Affiliates, employees, any agents or other Representatives acting on behalf of any of the foregoing have directly or indirectly: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) offered, promised, paid or delivered any fee, commission or other sum of money or anything of value, however characterized, to any finder, agent or other party acting on behalf 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, that was illegal under any Anti-Corruption and Anti-Bribery Laws; or (iii) taken any action or made any omission in material violation of the United States, 18 USC 1956 and 1957, the USA PATRIOT Act, and its implementing regulations, 31 USC 5311, et seq. and 31 CFR Chapter X.

Anti-Corruption and Trade Sanctions. Except for such matters as have not, since February January 1, 2013, resulted in, and would not reasonably be expected to result in, a material Liability liability to or obligation of Parent and its Subsidiaries, taken as a whole: (ai) Parent its Subsidiaries have developed and implemented a compliance program that includes corporate policies and procedures designed to ensure compliance with the Anti-Corruption and Anti-Bribery Laws, and any regulations promulgated by OFAC. Parent and its Subsidiaries, directors, officers and employees, and, to the Knowledge of the Company, its agents and other Representatives acting on behalf of the Company or its Subsidiaries, have complied with the Foreign Corrupt Practices Act, applicable foreign or domestic Anti-Corruption and Anti-Bribery Laws, as well as OFAC regulations. (ii) In connection with Parent and its Subsidiaries’ compliance with the Foreign Corrupt Practices Act, there have been no voluntary disclosures under the Foreign Corrupt Practices Act. (iii) Parent and its Subsidiaries, directors, officers and employees, and, to the Knowledge of Parent, its employees, agents and other Representatives acting on behalf of Parent or its Subsidiaries, are not “specially designated nationals” or “blocked persons,” nor are they otherwise acting in any material violation of Law regarding trade sanctions, including OFAC regulations. (biv) No Governmental Entity has notified Parent or any of its Subsidiaries of any actual or alleged violation or breach of the Anti-Corruption and Anti-Bribery Laws. (v) Neither Parent nor any of its Subsidiaries has undergone or is undergoing any audit, review, inspection, investigation, survey or examination of records, in each case conducted by a Governmental Entity and relating to Parent’s or its Subsidiaries’ compliance with the Foreign Corrupt Practices Act, and to Parent’s Knowledge, there is no basis for any such audit, inspection, investigation, survey or examination of records by a Governmental Entity. (vi) Neither Parent nor any of its Subsidiaries has been or is now under any administrative, civil or criminal charge or indictment or, to Parent’s Knowledge, investigation or internal investigation, based on an allegation of noncompliance, or alleging noncompliance with any Anti-Corruption and Anti-Bribery Lawsthe Foreign Corrupt Practices Act, nor, to Parent’s Knowledge, is there any basis for any such charge, indictment or investigation. (cvii) Neither Parent nor any of its Subsidiaries has been or is now a party to any administrative or civil litigation alleging noncompliance with any Anti-Corruption and Anti-Bribery Lawsthe Foreign Corrupt Practices Act, nor to Parent’s Knowledge, is there any basis for any such proceeding. (dviii) Neither Parent nor any of its Subsidiaries nor their respective Affiliates, directors, officers or employees or, to the Knowledge of Parent, Affiliates, employees, any agents or other Representatives acting on behalf of any of the foregoing have directly or indirectly: (iA) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (iiB) offered, promised, paid or delivered any fee, commission or other sum of money or anything of value, however characterized, to any finder, agent or other party acting on behalf 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, that was illegal under any Anti-Corruption and Anti-Bribery Laws; or; (iiiC) taken any action or made any omission in material violation of the United States, 18 USC 1956 and 19571957 and the Bank Secrecy Act, the USA PATRIOT Act, and its implementing regulations, 31 USC 5311, et seq. and 31 CFR Chapter X. (ix) Parent and each of its Subsidiaries have at all times since January 1, 2013 conducted transactions in accordance with all applicable United States export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and all other applicable import/export controls of similar import in other countries in which Parent conducts business, including the International Traffic in Arms Regulations, the Trading With The Enemy Act and International Emergency Economic Powers Act.

Anti-Corruption and Trade Sanctions. Except for such matters as have not, since February January 1, 20132016, resulted in, and would not reasonably be expected to result in, a material Liability to or obligation of Parent the Company and its Subsidiaries, taken as a whole: (a) Parent The Company and its SubsidiariesSubsidiaries have developed and implemented a compliance program that includes corporate policies and procedures designed to ensure compliance with applicable anti-corruption or anti-bribery Laws (collectively, directors, officers and, to the Knowledge of Parent, its employees, agents “Anti-Corruption and other Representatives acting on behalf of Parent or its Subsidiaries, are not “specially designated nationals” or “blocked persons,” nor are they otherwise acting in any material violation of Law regarding trade sanctions, including OFAC regulationsAnti-Bribery Laws”). (b) Neither Parent As of the date of this Agreement, neither the Company nor any of its Subsidiaries has undergone or is undergoing any audit, review, inspection, investigation, survey or examination of records, in each case conducted by a Governmental Authority and relating to the Company’s or its Subsidiaries’ compliance with any Anti-Corruption and Anti-Bribery Laws, and to the Company’s Knowledge, there is no basis for any such audit, inspection, investigation, survey or examination of records by a Governmental Authority. (c) As of the date of this Agreement, neither the Company nor any of its Subsidiaries has been or is now under subject to any administrative, civil civil, or criminal charge or indictment or, to Parentthe Company’s Knowledge, investigation or internal investigation, based on an allegation of noncompliance, or alleging noncompliance with any Anti-Corruption and Anti-Bribery Laws, nor, to Parentthe Company’s Knowledge, is there any basis for any such charge, indictment or investigation. (cd) Neither Parent the Company nor any of its Subsidiaries has been or is now a party to any administrative or civil litigation alleging noncompliance with any Anti-Corruption and Anti-Bribery Laws, nor to Parent’s Knowledge, is there any basis for any such proceeding. (d) Neither Parent nor any of its Subsidiaries nor their respective directors, officers ornor, to the Knowledge of Parentthe Company, their respective Affiliates, directors, officers, employees, any agents agents, or other Representatives acting on behalf of the Company or any of the foregoing its Subsidiaries, have directly or indirectly: (i) used any corporate funds for unlawful contributions, gifts, entertainment entertainment, or other unlawful expenses relating to political activity; (ii) offered, promised, paid paid, or delivered any fee, commission commission, or other sum of money or anything of value, however characterized, to any finder, agent agent, or other party acting on behalf of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise enterprise, or instrumentality, in the United States or any other country, that was illegal under any Anti-Corruption and Anti-Bribery Laws; or (iii) taken any action or made any omission in material violation of the United States, 18 USC 1956 and 19571957 and the Bank Secrecy Act, the USA PATRIOT Act, and its implementing regulations, 31 USC 5311, et seq. and 31 CFR Chapter X.

Anti-Corruption and Trade Sanctions. Except (i) To the knowledge of such party, none of such party, such party’s Subsidiaries nor any of their respective Representatives, has in the past two years, directly or indirectly, made or authorized any offer, gift, payment or promise of, any money or anything else of value, or provided any benefit, to (x) any person acting in an official capacity for or on behalf of, any Governmental Entity, (y) any political party, party official or candidate for political office or (z) any company, business or other entity owned or controlled, directly or indirectly by any person described in the foregoing clause (x) or (y), (i) for the purpose of influencing any act or decision of that Person, securing any improper advantage, or inducing that person to use his or her influence with a Governmental Entity to influence any act or decision of any Governmental Entity, whether or not lawful, or (ii) which would otherwise constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage. To the knowledge of such matters party, such party and its Subsidiaries are and at all times in the past five years (to the extent applicable) have been in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as have notamended (the “FCPA”) and the U.K. Xxxxxxx Xxx 0000 (the “Bribery Act”) and all other applicable Laws of similar effect, since February 1including all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions (together with the FCPA and the Bribery Act, 2013“Anti-Corruption Laws”). (ii) To the knowledge of such party, resulted insuch party and its Subsidiaries are, and would not reasonably be expected to result infor the past five years have been, a material Liability to or obligation of Parent and its Subsidiaries, taken as a whole: (a) Parent and its Subsidiaries, directors, officers and, to the Knowledge extent applicable) in compliance, in all material respects, with the Trade Sanctions Laws. To the knowledge of Parentsuch party, its employeesnone of such party, such party’s Subsidiaries nor any of their officers, directors or agents and other Representatives acting on behalf of Parent or its Subsidiaries, are not “specially designated nationals” or “blocked persons,” nor are they otherwise acting in any material violation of Law regarding trade sanctions, including OFAC regulations. such party (bx) Neither Parent nor any of its Subsidiaries has been or is now under any administrative, civil or criminal charge or indictment or, to Parent’s Knowledge, investigation or internal investigation, based designated on an allegation the list of noncompliance, or alleging noncompliance with any Anti-Corruption Specially Designated Nationals and Anti-Bribery Laws, nor, to Parent’s Knowledge, is there any basis for any such charge, indictment or investigation. (c) Neither Parent nor any of its Subsidiaries has been or is now a party to any administrative or civil litigation alleging noncompliance with any Anti-Corruption and Anti-Bribery Laws, nor to Parent’s Knowledge, is there any basis for any such proceeding. (d) Neither Parent nor any of its Subsidiaries nor their respective directors, officers or, to the Knowledge of Parent, Affiliates, employees, any agents or other Representatives acting on behalf of any of the foregoing have directly or indirectly: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) offered, promised, paid or delivered any fee, commission or other sum of money or anything of value, however characterized, to any finder, agent or other party acting on behalf of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in Blocked Persons maintained by the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or similar lists maintained by the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority or (y) has participated in the past five years in any transaction involving such designated person or entity, or any other countrycountry that is subject to sanctions administered by OFAC, that was illegal under any Anti-Corruption and Anti-Bribery Laws; or (iii) taken any action or made any omission in material violation of the United States, 18 USC 1956 and 1957Nations Security Council, the USA PATRIOT ActEuropean Union, and its implementing regulations, 31 USC 5311, et seq. and 31 CFR Chapter X.Her

Anti-Corruption and Trade Sanctions. (a) Except for such matters as have not, since February 1, 2013, has not resulted in, and in or would not reasonably be expected to result inin a Material Adverse Effect on Theta, none of Theta, any Theta Subsidiary, any of their respective officers, directors or employees or any investment banker, attorney, accountant or other advisor or representative (each, a material Liability to “Representative”), or obligation of Parent and its Subsidiaries, taken as a whole: (a) Parent and its Subsidiaries, directors, officers and, to the Knowledge knowledge of ParentTheta, any of its employeessuppliers, agents and distributors, licensees or agents, or any other Representatives Person acting on behalf of Parent Theta or its any Theta Subsidiaries, are not “specially designated nationals” directly or “blocked persons,” nor are they otherwise acting indirectly, has (i) made or received any payments in any material violation of Law regarding trade sanctionsany applicable Law, including OFAC regulationsany contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Entity where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under applicable Law (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any applicable Law; or (iii) been subject to any investigation by any Governmental Entity with regard to any Prohibited Payment. (b) Neither Parent nor Theta and the Theta Subsidiaries are, and for the previous two (2) years have been, in compliance with applicable United States, European and foreign export control laws and regulations, except for such non-compliance that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Theta. None of Theta, any Theta Subsidiary, or to the knowledge of Theta, any of its Subsidiaries their officers, directors or agents (x) has been or is now under designated on a list maintained by any administrativeapplicable sanctions authority, civil including, where applicable, the List of Specially Designated Nationals and Blocked Persons maintained by the United States Department of Treasury Office of Foreign Assets Control (“OFAC”) and similar lists maintained by the United Nations Security Council, the European Union, and Her Majesty’s Treasury or criminal charge (y) has participated in the past five (5) years in any unauthorized or indictment orunlawful transaction involving such a designated person or entity or involving any country that is subject to territorial sanctions administered by any applicable sanctions authority, to Parentincluding, where applicable, OFAC, the United Nations Security Council, the European Union, and Her Majesty’s Knowledge, investigation or internal investigation, based on an allegation of noncompliance, or alleging noncompliance with any Anti-Corruption and Anti-Bribery Laws, nor, to Parent’s Knowledge, is there any basis for any such charge, indictment or investigation. (c) Neither Parent nor any of its Subsidiaries has been or is now a party to any administrative or civil litigation alleging noncompliance with any Anti-Corruption and Anti-Bribery Laws, nor to Parent’s Knowledge, is there any basis for any such proceeding. (d) Neither Parent nor any of its Subsidiaries nor their respective directors, officers orTreasury. Without limiting the foregoing, to the Knowledge knowledge of ParentTheta, Affiliates, employees, there are no pending or threatened claims or investigations by any agents Governmental Entity of potential violations against Theta or any Theta Subsidiaries with respect to export activity or licenses or other Representatives acting on behalf of any of the foregoing have directly approvals, that would, individually or indirectly: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) offered, promised, paid or delivered any fee, commission or other sum of money or anything of value, however characterized, to any finder, agent or other party acting on behalf of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States aggregate, have or any other country, that was illegal under any Anti-Corruption and Anti-Bribery Laws; or (iii) taken any action or made any omission in material violation of the United States, 18 USC 1956 and 1957, the USA PATRIOT Act, and its implementing regulations, 31 USC 5311, et seq. and 31 CFR Chapter X.reasonably be expected to have a Material Adverse Effect on Theta.