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

Anti-Corruption and Trade Sanctions. (a) Except as has not resulted in or would not reasonably be expected to result in a Material Adverse Effect on Kappa, none of Kappa, any Kappa Subsidiary, any of their respective Representatives or, to the knowledge of Kappa, any of its suppliers, distributors, licensees or agents, or any other Person acting on behalf of Kappa or any of its Subsidiaries, directly or indirectly, has (i) made or received any payments in violation of any applicable Law, including any 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; (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) Kappa and the Kappa 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 Kappa. None of Kappa, any Kappa Subsidiary, or to the knowledge of Kappa, any of their officers, directors or agents (x) has been or is designated on a list maintained by any applicable sanctions authority, including, where applicable, the List of Specially Designated Nationals and Blocked Persons maintained by OFAC and similar lists maintained by the United Nations Security Council, the European Union, and Her Majesty’s Treasury or (y) has participated in the past five (5) years in any unauthorized or unlawful transaction involving such a designated person or entity or involving any country that is subject to territorial sanctions administered by any applicable sanctions authority, including, where applicable, OFAC, the United Nations Security Council, the European Union, and Her Majesty’s Treasury. Without limiting the foregoing, to the knowledge of Kappa, there are no pending or threatened claims or investigations by any Governmental Entity of potential violations against Kappa or any Kappa Subsidiaries with respect to export activity or licenses or other approvals, that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Kappa.

Anti-Corruption and Trade Sanctions. (a) Except as has not resulted in or would not reasonably be expected to result in a Material Adverse Effect on Kappa, none of Kappa, any Kappa Subsidiary, any of their respective Representatives or, to the knowledge of Kappa, any of its suppliers, distributors, licensees or agents, or any other Person acting on behalf of Kappa or any of its Subsidiaries, directly or indirectly, has (i) made or received any payments in violation of any applicable Law, including any 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; (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) Kappa and the Kappa 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 Kappa. None of Kappa, any Kappa Subsidiary, or to the knowledge of Kappa, any of their officers, directors or agents (x) has been or is designated on a list maintained by any applicable sanctions authority, including, where applicable, the List of Specially Designated Nationals and Blocked Persons maintained by OFAC and similar lists maintained by the United Nations Security Council, the European Union, and Her Majesty’s 's Treasury or (y) has participated in the past five (5) years in any unauthorized or unlawful transaction involving such a designated person or entity or involving any country that is subject to territorial sanctions administered by any applicable sanctions authority, including, where applicable, OFAC, the United Nations Security Council, the European Union, and Her Majesty’s 's Treasury. Without limiting the foregoing, to the knowledge of Kappa, there are no pending or threatened claims or investigations by any Governmental Entity of potential violations against Kappa or any Kappa Subsidiaries with respect to export activity or licenses or other approvals, that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Kappa.

Anti-Corruption and Trade Sanctions. (a) Except as has not resulted in or would not reasonably be expected to result in a Material Adverse Effect on KappaTheta, none of KappaTheta, any Kappa Theta Subsidiary, any of their respective Representatives orofficers, directors or employees or any investment banker, attorney, accountant or other advisor or representative (each, a “Representative”), or to the knowledge of KappaTheta, any of its suppliers, distributors, licensees or agents, or any other Person acting on behalf of Kappa Theta or any of its Theta Subsidiaries, directly or indirectly, has (i) made or received any payments in violation of any applicable Law, including any 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 LawLaw (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) Kappa Theta and the Kappa 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 KappaTheta. None of KappaTheta, any Kappa Theta Subsidiary, or to the knowledge of KappaTheta, any of their officers, directors or agents (x) has been or is designated on a list maintained by any applicable sanctions authority, including, where applicable, the List of Specially Designated Nationals and Blocked Persons maintained by OFAC 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 (y) has participated in the past five (5) years in any unauthorized or unlawful transaction involving such a designated person or entity or involving any country that is subject to territorial sanctions administered by any applicable sanctions authority, including, where applicable, OFAC, the United Nations Security Council, the European Union, and Her Majesty’s Treasury. Without limiting the foregoing, to the knowledge of KappaTheta, there are no pending or threatened claims or investigations by any Governmental Entity of potential violations against Kappa Theta or any Kappa Theta Subsidiaries with respect to export activity or licenses or other approvals, that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on KappaTheta.

Anti-Corruption and Trade Sanctions. (a) Except as has not resulted in or would not reasonably be expected to result in a Material Adverse Effect on KappaTheta, none of KappaTheta, any Kappa Theta Subsidiary, any of their respective Representatives orofficers, directors or employees or any investment banker, attorney, accountant or other advisor or representative (each, a "Representative"), or to the knowledge of KappaTheta, any of its suppliers, distributors, licensees or agents, or any other Person acting on behalf of Kappa Theta or any of its Theta Subsidiaries, directly or indirectly, has (i) made or received any payments in violation of any applicable Law, including any 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 LawLaw (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) Kappa Theta and the Kappa 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 KappaTheta. None of KappaTheta, any Kappa Theta Subsidiary, or to the knowledge of KappaTheta, any of their officers, directors or agents (x) has been or is designated on a list maintained by any applicable sanctions authority, including, where applicable, the List of Specially Designated Nationals and Blocked Persons maintained by OFAC 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 's Treasury or (y) has participated in the past five (5) years in any unauthorized or unlawful transaction involving such a designated person or entity or involving any country that is subject to territorial sanctions administered by any applicable sanctions authority, including, where applicable, OFAC, the United Nations Security Council, the European Union, and Her Majesty’s 's Treasury. Without limiting the foregoing, to the knowledge of KappaTheta, there are no pending or threatened claims or investigations by any Governmental Entity of potential violations against Kappa Theta or any Kappa Theta Subsidiaries with respect to export activity or licenses or other approvals, that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on KappaTheta.