Common use of Anti-Corruption; Anti-Money Laundering; Sanctions Clause in Contracts

Anti-Corruption; Anti-Money Laundering; Sanctions. (a) Provided that the Company does not make this representation with respect to Investor and its designees on the Company Board, neither the Company, its Subsidiaries, nor any of their respective directors, officers, agents or employees, nor any other Person acting for or on behalf of the foregoing (each, a “Company Affiliate” but, for purposes of this Section 4.13, excluding Investor and its designees on the Company Board); (i) is itself, or is 50% or more owned by, a target of any sanctions, laws, lists, regulations, embargoes or restrictive measures administered, enacted or enforced by the United States or other government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Kingdom, the European Union (and any of its member states) or the United Nations Security Council, or any other relevant authority or sanctions-administering body (collectively, “Sanctions”), or (ii) is located, organized or resident in a country or territory that is the target of any such Sanctions (including without limitation, Cuba, Iran, North Korea, North Sudan or Syria). (b) To the knowledge of the Company, no Action by or before any Governmental Entity or any arbitrator involving the Company or any Company Affiliate with respect to any Sanctions is pending or threatened. (c) The operations of the Company and its Subsidiaries and, to the knowledge of the Company, the other Company Affiliates are and have been conducted at all times in compliance with applicable anti-money laundering and anti-terrorism financing laws of all jurisdictions in which they operate, the rules and regulations promulgated thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity thereof or therein (collectively, the “Anti-Money Laundering and Anti-Terrorism Financing Laws”). (d) To the knowledge of the Company, no Action by or before any Governmental Entity or any arbitrator involving the Company or any Company Affiliate with respect to Anti-Money Laundering and Anti-Terrorism Financing Laws is pending or threatened. (e) Neither the Company, any of its Subsidiaries nor, to the knowledge of the Company, any other Company Affiliate has engaged in conduct that would violate any anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and related implementing legislation, and any other similar laws against bribery or corruption (the “Anti-Corruption Laws”). (f) Neither the Company, any of its Subsidiaries nor, to the knowledge of the Company, any other Company Affiliate has offered, promised, given, or authorized the offer, promise, or giving, or accepted or requested, any compensation, payment or gift or anything of value, directly or indirectly, to or from any Person (whether government-affiliated or not) for the purpose of influencing or inducing any act or decision or inaction in order to obtain, retain or direct business or to secure an improper advantage. (g) To the knowledge of the Company, no Action by or before any Governmental Entity or any arbitrator involving the Company or any Company Affiliate with respect to Anti-Corruption Laws is pending or threatened.

Anti-Corruption; Anti-Money Laundering; Sanctions. (a) Provided that the Company does not make this representation with respect to Investor and its designees on the Company Board, neither Neither the Company, its Subsidiaries, nor nor, to the knowledge of the Company, any of their respective directors, officers, agents or employees, nor any other Person acting for or on behalf of the foregoing employees (each, a an “Company Affiliate” but, for purposes of this Section 4.13, excluding Investor and its designees on the Company Board); Associated Person”) (i) is itself, or is 50% or more owned by, a target targets of any sanctions, laws, lists, regulations, embargoes or restrictive measures sanctions administered, enacted or enforced by the United States or other governmentStates, including the Office of Foreign Assets Control of the U.S. Department of the Treasury, Treasury or the U.S. Department of State, or by the United Kingdom, the European Union (and any of its member states) Union, or the United Nations Security Council, or any other relevant authority or sanctions-administering body (collectively, “Sanctions”), ) or (ii) is located, organized or resident in a country or territory that is the target of any such Sanctions (including without limitationcurrently, Cuba, Iran, North Korea, North Sudan Korea or Syria). (b) To the knowledge of the Company, (i) no Action by or before any Governmental Entity or any arbitrator Relevant Authority involving the Company or any Company Affiliate Associated Person with respect to any Sanctions is pending or threatened, and (ii) the Company has not failed to disclose to Parent any other allegation, from any source, of potential wrongdoing on behalf of the Company by any Associated Person with respect to any Sanctions. (c) The To the knowledge of the Company, the operations of the Company and its Subsidiaries and, to the knowledge of the Company, the other Company Affiliates are and have been conducted at all times since January 1, 2015 in compliance in all material respects with applicable anti-money laundering and anti-terrorism financing laws of all jurisdictions in which they operate, operate and the rules and regulations promulgated thereunder, and any related or similar rules, regulations rules or guidelinesregulations, issued, administered or enforced by any Governmental Entity Relevant Authority thereof or therein (collectively, the “Anti-Money Laundering and Anti-Terrorism Financing Laws”). (d) To the knowledge of the Company, (i) no Action by or before any Governmental Entity or any arbitrator Relevant Authority involving the Company or any Company Affiliate Associated Person with respect to Anti-Money Laundering and Anti-Terrorism Financing Laws is pending or threatened, and (ii) the Company has not failed to disclose to Parent any other allegation, from any source, of potential wrongdoing on behalf of the Company by any Associated Person with respect to Anti-Money Laundering and Anti-Terrorism Financing Laws. (e) Neither the The Company, any of its Subsidiaries norand, to the knowledge of the Company, any other Company Affiliate has engaged the Associated Persons are and have been since January 1, 2015 in conduct that would violate any compliance with all applicable anti-corruption laws, including including, each to the extent applicable, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions Transactions, the United Nations Convention against Corruption, the French law No. 2016-1961 of December 9, 2016 relating to transparency, fight against bribery and modernization of the economic life (loi relative à la transparence, à la lutte contre la corruption et à la modernisation de la vie économique), and related implementing legislation, and any other similar laws against bribery or corruption legislation (the “Anti-Corruption Laws”). (f) Neither Since January 1, 2015, none of the Company, any of its Subsidiaries noror, to the knowledge of the Company, any other Company Affiliate Associated Person has offered, promised, given, or authorized the offer, promise, or giving, or accepted or requested, any compensation, payment or gift or anything of value, directly or indirectly, to or from any Person (whether government-affiliated or not) for the purpose of influencing or inducing any act or decision or inaction in order to obtain, retain or direct business or to secure an improper advantageadvantage in violation of any applicable Anti-Corruption Law. (g) To the knowledge of the Company, (i) no Action by or before any Governmental Entity or any arbitrator Relevant Authority involving the Company or any Company Affiliate Associated Person with respect to Anti-Corruption Laws is pending or threatened, and (ii) the Company has not failed to disclose to Parent any other allegation, from any source, of potential wrongdoing on behalf of the Company by any Associated Person with respect to any Anti-Corruption Laws.