Common use of Anti-Corruption; International Trade Clause in Contracts

Anti-Corruption; International Trade. (a) Since July 3, 2018, neither the Business, nor any of its officers, directors, or employees, nor, to the knowledge of Seller, any of their respective agents or third-party representatives (i) has made, authorized, solicited or received any bribe, unlawful rebate, payoff, influence payment, or kickback, (ii) has established or maintained, or is maintaining, any unlawful fund of corporate monies or properties, (iii) has used or is using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other unlawful expenses, (iv) has violated or is violating in any respect Anti-Corruption Laws, or (v) has, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any governmental official or any other Person, in each case of the foregoing clauses (i) - (v), in connection with or relating to the Business. (b) Neither the Business, nor any of its officers, directors, or employees, nor, to the knowledge of Seller, any of their respective agents or third-party representatives is currently or has since July 3, 2018 been: (i) a Sanctioned Person; (ii) operating in, organized in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Sanctions. (c) The Seller Group has implemented and maintains 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 applicable Anti-Corruption Laws and Sanctions. The Seller Group has not received from any Governmental Authority any notice, inquiry, or internal or external allegation; or made any voluntary or involuntary disclosure to a Governmental Authority, in each case, concerning any actual or potential violation or wrongdoing related to Sanctions or Anti-Corruption Laws, in each case, except as would not, individually or in the aggregate be material to the Business.

Anti-Corruption; International Trade. (a) Since July 3January 1, 2018, neither the Business, nor any of its officers, directors, or employees, nor, to the knowledge of Seller, any of their respective agents or third-party representatives (acting on Seller’s behalf) in connection with the Business (i) has made, authorized, solicited or received any bribe, unlawful rebate, payoff, influence payment, or kickback, (ii) has established or maintained, or is maintaining, any unlawful fund of corporate monies or properties, (iii) has used or is using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other unlawful expenses, (iv) has violated or is violating in any respect Anti-Corruption Laws, or (v) has, directly or indirectly, made, offered, authorized, facilitated, 249717839 v15 or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any governmental official or any other Person, in each case of the foregoing clauses (i) - (v), in connection with or relating to the Business. (b) Neither the Business, nor any of its officers, directors, or employees, nor, to the knowledge of Seller, any of their respective agents or third-party representatives (acting on Seller’s behalf) in connection with the Business is currently or has since July 3, 2018 been: (i) a Sanctioned Person; (ii) operating in, organized in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Sanctions. (c) The Seller Group has implemented and maintains 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 applicable Anti-Corruption Laws and Sanctions. The Seller Group has not received from any Governmental Authority any notice, inquiry, or internal or external allegation; or made any voluntary or involuntary disclosure to a Governmental Authority, in each case, concerning any actual or potential violation or wrongdoing related to Sanctions or Anti-Corruption Laws, in each case, except as would not, individually or in the aggregate be material to the Business.

Anti-Corruption; International Trade. (a) Since July 3, 2018[**], neither the Business, nor any of its officers, directors, or employees, nor, to the knowledge Knowledge of the Seller, any of their respective agents or third-party representatives (acting on the Seller’s behalf) in connection with the Business (i) has made, authorized, solicited or received any bribe, unlawful rebate, payoff, influence payment, or kickback, (ii) has established or maintained, or is maintaining, any unlawful fund of corporate monies or properties, (iii) has used or is using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other unlawful expenses, (ivv) has violated or is violating in any respect Anti-Corruption Laws, Laws or (v) has, directly or indirectly, made, offered, authorized, facilitated, or promised any unlawful payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any governmental official or any other Person, in each case of the foregoing clauses (i) - – (v), in connection with or relating to the Business. (b) Neither the Business, nor any of its officers, directors, or employees, nor, to the knowledge Knowledge of the Seller, any of their Affiliates, Representatives, respective agents or third-party representatives (acting on the Seller’s behalf) in connection with the Business is currently or has since July 3, 2018 been: (i) a Sanctioned Person; (ii) operating in, organized in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Sanctionsapplicable Sanctions Laws. (c) The Seller Group has implemented and maintains 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 applicable Anti-Corruption Laws and SanctionsSanctions Laws. The Seller Group has not received from any Governmental Authority Entity any notice, inquiry, or internal or external allegation; or made any voluntary or involuntary disclosure to a Governmental AuthorityEntity, in each case, concerning any actual or potential violation or wrongdoing related to Sanctions Laws or Anti-Corruption Laws, in each case, except as would not, individually or in the aggregate be material to the BusinessTransferred Assets.

Anti-Corruption; International Trade. (a) Since July 3January 1, 20182019, neither the Business, nor any of its Subsidiaries, or any of their respective directors, officers, directors, or employeesemployees has, nor, to the knowledge Knowledge of Sellerthe Company, have any of their other respective Representatives, violated any Anti-Corruption Laws, nor has the Company, any Subsidiary of the Company, any of their respective agents or third-party representatives (i) has madedirectors, authorized, solicited or received any bribe, unlawful rebate, payoff, influence paymentofficers, or kickbackemployees nor, (ii) has established to the Knowledge of the Company, any other Representative of the Company or maintainedany of its Subsidiaries offered, paid, promised to pay, or is maintainingauthorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, including cash, checks, wire transfers, tangible and intangible gifts, favors, services, or those entertainment and travel expenses, to any Government Official or to any Person for the purpose of influencing any act or decision of a Government Official in their official capacity, securing any improper advantage, or assisting the Company or any Subsidiary of the Company in obtaining or retaining business, in violation of any Anti- Corruption Laws. (b) The Company and its Subsidiaries are currently in compliance with, and at all times since January 1, 2019 have been in compliance with, all applicable Sanctions Laws, and there are not now, nor have there been since January 1, 2019, any unlawful fund of corporate monies formal or propertiesinformal proceedings, (iii) has used or is using any corporate funds for any illegal contributionsallegations, gifts, entertainment, hospitality, travelinvestigations, or other unlawful expensesinquiries pending, (iv) has violated or is violating in expected or, to the Knowledge of the Company, threatened against the Company, any respect Anti-Corruption Lawsof its Subsidiaries, or any officer or director of the Company or of any of its Subsidiaries, concerning violations or potential violations of, or conduct potentially sanctionable under, any Sanctions Law. The Company and its Subsidiaries have instituted and maintain policies and procedures reasonably designed to ensure compliance with all applicable Sanctions Laws. (vc) hasNeither the Company, any of its Subsidiaries, or any of their respective directors, officers, employees or Representatives, is a Sanctioned Person. (d) Neither the Company nor any of its Subsidiaries has or in the past three years has had, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any governmental official or any other Person, in each case of the foregoing clauses (i) - (v), in connection transactions with or relating to investments in any Sanctioned Person or Sanctioned Country that would be prohibited for any Person bound by the Businessrelevant Sanctions Laws or could result in the imposition of sanctions under any Sanctions Laws. (be) Neither the Business, Company nor any of its officersSubsidiaries has any obligation, directorsplan, or employees, nor, commitment to the knowledge of Seller, engage in or complete any of their respective agents or third-party representatives is currently or has since July 3, 2018 been: (i) a Sanctioned Person; (ii) operating in, organized in, conducting business with, or otherwise engaging in dealings transaction with or for the benefit of investment in any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Sanctions. (c) The Seller Group has implemented and maintains 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 applicable Anti-Corruption Laws and Sanctions. The Seller Group has not received from any Governmental Authority any notice, inquiry, or internal or external allegation; or made any voluntary or involuntary disclosure to a Governmental Authority, in each case, concerning any actual or potential violation or wrongdoing related to Sanctions or Anti-Corruption Laws, in each case, except as would not, individually or Country in the aggregate future that would be material to prohibited for any person bound by the Businessrelevant Sanctions Laws or could result in the imposition of sanctions under any Sanctions Laws.