Common use of Anti-Corruption; Sanctions Clause in Contracts

Anti-Corruption; Sanctions. (a) In the past five (5) years, Menlo has at all times complied with, and are currently in compliance with, the FCPA and any other applicable anti-corruption Law. In the past five (5) years, none of Menlo or any of its directors, officers, employees, or, to the Knowledge of Menlo, Representatives acting on behalf of Menlo, has corruptly offered, authorized, promised, paid or received, directly or to the Knowledge of Menlo, indirectly, any bribes, kickbacks or other similar improper or illegal payments, offers or transfers of anything of value, regardless of form or amount, to or from any Person, in connection with obtaining or retaining business or to secure an improper advantage, nor to the Knowledge of Menlo, has Menlo made any false, fictitious or misleading entries in its books and records relating to the same. Except as set forth on Section 4.19(a) of the Menlo Disclosure Letter, no current director or officer of Menlo is or has been an official of any non-U.S. Governmental Entity, an official of a non-U.S. political party or a candidate for political office outside of the United States. Menlo is not, and has not been in the past five (5) years, under administrative, civil, or criminal investigation, indictment, suspension, debarment, or audit by any Governmental Entity, in connection with alleged or possible violations of the FCPA or any other applicable anti-corruption Law. (b) Menlo and its respective directors, officers, employees and, to the Knowledge of Menlo, independent contractors or representatives has, within the last five (5) years: (i) complied with applicable Export Control Laws and Sanctions Laws and (ii) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Export Control Laws or Sanctions Laws, and has not been notified of any such pending or threatened actions. Neither Menlo nor any of its respective directors, officers, employees, or, to the Knowledge of Menlo, independent contractors or representatives is a Sanctioned Person or is subject to any list-based designations under the Export Control Laws.

Anti-Corruption; Sanctions. (a) In the past five (5) years, Menlo has at all times complied with, and are currently in compliance with, the FCPA and any other applicable anti-corruption Law. In the past five (5) years, none of Menlo or any of its directors, officers, employees, or, to the Knowledge of Menlo, Representatives acting on behalf of Menlo, has corruptly offered, authorized, promised, paid or received, directly or to the Knowledge of Menlo, indirectly, any bribes, kickbacks or other similar improper or illegal payments, offers or transfers of anything of value, regardless of form or amount, to or from any Person, in connection with obtaining or retaining business or to secure an improper advantage, nor to the Knowledge of Menlo, has Menlo made any false, fictitious or misleading entries in its books and records relating to the same. Except as set forth on Section 4.19(a) of the Menlo Disclosure Letter, no current director or officer of Menlo is or has been an official of any non-U.S. Governmental Entity, an official of a non-U.S. political party or a candidate for political office outside of the United States. Menlo is not, and has not been in the past five (5) years, under administrative, civil, or criminal investigation, indictment, suspension, debarment, or audit by any Governmental Entity, in connection with alleged or possible violations of the FCPA or any other applicable anti-anti- corruption Law. (b) Menlo and its respective directors, officers, employees and, to the Knowledge of Menlo, independent contractors or representatives has, within the last five (5) years: (i) complied with applicable Export Control Laws and Sanctions Laws and (ii) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Export Control Laws or Sanctions Laws, and has not been notified of any such pending or threatened actions. Neither Menlo nor any of its respective directors, officers, employees, or, to the Knowledge of Menlo, independent contractors or representatives is a Sanctioned Person or is subject to any list-based designations under the Export Control Laws.

Anti-Corruption; Sanctions. (a) In The Seller Entities (solely with respect to the Business) or Purchased Controlled Companies, and, to the Knowledge of Seller, each of their respective Company Representatives (acting in their capacities as such), and the Purchased Non-Consolidated Ventures and each of their respective Company Representatives (acting in their capacities as such), are, and for the past five (5) years have been, in compliance with all applicable anti-bribery, anti-corruption and anti-money laundering Laws (the “Anti-Corruption Laws”) in all material respects. None of the Seller Entities (solely with respect to the Business) or Purchased Controlled Companies or, to the Knowledge of Seller, any of their respective Company Representatives (acting in their capacities as such), nor any Purchased Non-Consolidated Venture or any of their respective Company Representatives (acting in their capacities as such), has, directly or indirectly, (i) used any corporate funds of the Business for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) authorized, offered, promised or made any unlawful payment to any foreign or domestic governmental officials or (iii) made or taken any action in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment to any Person to obtain favorable treatment in securing business or to obtain special concessions for the Business, in each case, in material violation of any applicable Anti-Corruption Laws. For the past five (5) years, Menlo has at all times complied withthe Seller Entities have maintained in effect policies and procedures reasonably designed to ensure compliance by the Business and each of the Purchased Controlled Companies and their respective Company Representatives with applicable Anti-Corruption Laws. (b) The Seller Entities (solely with respect to the Business) and the Purchased Controlled Companies and, to the Knowledge of Seller, each of their respective Company Representatives (acting in their capacities as such), and are currently any Purchased Non-Consolidated Venture or any of their respective Company Representatives (acting in their capacities as such), are, and for the past five (5) years have been, in compliance withwith all Sanctions and Trade Laws in all material respects. None of the Seller Entities (solely with respect to the Business) or Purchased Controlled Companies nor, to the Knowledge of Seller, any of their respective Company Representatives (acting in their capacities as such) nor any Purchased Non-Consolidated Venture or any of their respective Company Representatives (acting in their capacities as such), are, or have in the past five (5) years, engaged in, directly or knowingly indirectly, any dealings or transactions with any Sanctioned Person or Embargoed Country in violation of Sanctions and Trade Laws. For the past five (5) years, the FCPA Seller Entities have maintained in effect policies and procedures reasonably designed to ensure compliance in all material respects by the Business and each of the Purchased Controlled Companies and their respective Company Representatives (acting in their capacities as such) with Sanctions and Trade Laws. (c) None of the Seller Entities (solely with respect to the Business) or Purchased Controlled Companies or any other applicable anti-corruption Lawof their respective Company Representatives is a Sanctioned Person. In None of the assets held by the Purchased Controlled Companies or used or held for use by the Business is located in an Embargoed Country. (d) During the past five (5) years, none of Menlo the Seller Entities (solely with respect to the Business) or Purchased Controlled Companies or any of its directorstheir respective Company Representatives (acting in their capacities as such), officersnor any Purchased Non-Consolidated Venture or any of their respective Company Representatives (acting in their capacities as such), employees(i) has made any disclosure to any Governmental Entity with respect to any alleged act or omission arising under or relating to any non-compliance with Anti-Corruption Laws or Sanctions and Trade Laws, or(ii) to the Knowledge of Seller, has been the subject of an actual investigation, inquiry or enforcement proceeding relating to Anti-Corruption Laws or Sanctions and Trade Laws, nor has any such investigation, inquiry or enforcement been threatened, (iii) has, to the Knowledge of MenloSeller, Representatives acting on behalf of Menloreceived any written notice, has corruptly offeredrequest, authorizedwarning or cautionary letter, promisedpenalty, paid citation or received, directly or to the Knowledge of Menlo, indirectly, any bribes, kickbacks or other similar improper or illegal payments, offers or transfers of anything of value, regardless of form or amount, to or from any Person, in connection with obtaining or retaining business or to secure an improper advantage, nor to the Knowledge of Menlo, has Menlo made any false, fictitious or misleading entries in its books and records relating to the same. Except as set forth on Section 4.19(a) of the Menlo Disclosure Letter, no current director or officer of Menlo is or has been an official of any non-U.S. Governmental Entity, an official of a non-U.S. political party or a candidate for political office outside of the United States. Menlo is not, and has not been in the past five (5) years, under administrative, civil, or criminal investigation, indictment, suspension, debarment, or audit by any Governmental Entity, in connection with alleged or possible violations of the FCPA or any other applicable anti-corruption Law. (b) Menlo and its respective directors, officers, employees and, to the Knowledge of Menlo, independent contractors or representatives has, within the last five (5) years: (i) complied with applicable Export Control Laws and Sanctions Laws and (ii) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings order with respect to any actual or alleged violations of Export Control potential non-compliance with Anti-Corruption Laws or Sanctions Laws, and Trade Laws or (iv) has not been notified had Knowledge of any such pending actions, conditions or threatened actions. Neither Menlo nor any of its respective directors, officers, employees, or, circumstances pertaining to the Knowledge Business that would reasonably and foreseeably be expected to give rise to allegations or claims by any Governmental Entity of Menlo, independent contractors or representatives is a Sanctioned Person or is subject to any list-based designations under the Export Control noncompliance with Sanctions and Trade Laws.