Common use of Anticorruption and Sanctions Clause in Contracts

Anticorruption and Sanctions. (a) The Company agrees that neither the Company, nor any Company Representative shall, directly or indirectly, make or authorize any offer, gift, payment, or transfer, or promise of, any money or anything else of value, or provide any benefit, to any Government Official, Governmental Entity, or Person that would result in a breach of any Anticorruption Law, by the Company. (b) The Company agrees that the Company will remain in full compliance with applicable Sanctions Laws and Regulations. (c) The Company will not directly or indirectly use the proceeds exchanged under this Agreement, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person for the purpose of funding or facilitating any activities or business of or with any Person towards any sales or operations in Iran, Cuba, Syria, Sudan and North Korea or any other country sanctioned by OFAC or for the purpose of funding any operations or financing any investments in, or make any payments to, any Sanctions Target. (d) The Company agrees that no Government Official will serve in any capacity within the Company or any subsidiary of the Company, including as a board member, employee, or consultant. (e) The Company agrees that the Company and all of its Subsidiaries shall make and keep books, records and accounts which in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company and the Subsidiaries’ assets, and devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization and are recorded as necessary to permit preparation of financial statements in conformity with GAAP to maintain accountability of such assets; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for assets is compared with existing assets at reasonable levels and appropriate action is taken with respect to any differences. (f) The Company agrees to allow the Purchaser to review its books and records and have access to person or premises at all reasonable times that the Purchaser shall reasonably require in order to allow the Purchaser to comply with obligations to which it sis subject under any applicable laws and regulations. (g) The Company agrees to cooperate with any compliance audit or investigation by the Purchaser and provide all reasonable information and assistance requested upon an investigation or inquiry by a Governmental Entity directed to the Company or any shareholder of the Company. (h) Any breach by a Company Representative of this ‎Section 5.11, shall automatically be deemed a material breach and result in immediate removal of such Company Representative by the Company.

Anticorruption and Sanctions. (a) The Company agrees that neither the Company, nor any Company Representative shall, directly or indirectly, make or authorize any offer, gift, payment, or transfer, or promise of, any money or anything else of value, or provide any benefit, to any Government Official, Governmental Entity, or Person that would result in a breach of any Anticorruption Law, by the Company. (b) The Company agrees that the Company will remain in full compliance with applicable Sanctions Laws and Regulations. (c) The Company will not directly or indirectly use the proceeds exchanged under this Agreement, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person for the purpose of funding or facilitating any activities or business of or with any Person towards any sales or operations in Iran, Cuba, Syria, Sudan and North Korea or any other country sanctioned by OFAC or for the purpose of funding any operations or financing any investments in, or make any payments to, any Sanctions Target. (d) The Company agrees that no Government Official will serve in any capacity within the Company or any subsidiary of the Company, including as a board member, employee, or consultant. (e) The Company agrees that the Company and all of its Subsidiaries shall make and keep books, records and accounts which in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company and the Subsidiaries’ assets, and devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization and are recorded as necessary to permit preparation of financial statements in conformity with GAAP to maintain accountability of such assets; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for assets is compared with existing assets at reasonable levels and appropriate action is taken with respect to any differences. (f) The Company agrees to allow the Purchaser to review its books and records and have access to person or premises at all reasonable times that the Purchaser shall reasonably require in order to allow the Purchaser to comply with obligations to which it sis subject under any applicable laws and regulations. (g) The Company agrees that during the period of investment from the Purchaser, it will provide the Purchaser and its Affiliates with a quarterly compliance certificate (the “Sanctions Compliance Certificate”) in relation to Sanctions Laws and Regulations in the form attached hereto as Exhibit F, subject to the Purchaser’s or its Affiliate’s amendment from time to time. The compliance certificate shall be issued by an Affiliate of the Purchaser and the compliance certificate must be completed and returned by Company within five (5) Business Days of receipt. The certification email shall be delivered by an Affiliate of the Purchaser to the details below: Name: Chi Sing Ho Title: Director Email: Sxxxx_xx@xxxxx.xx (h) The Company agrees to cooperate with any compliance audit or investigation by the Purchaser and provide all reasonable information and assistance requested upon an investigation or inquiry by a Governmental Entity directed to the Company or any shareholder of the Company. (hi) Any breach by a Company Representative of this ‎Section Section 5.11, shall automatically be deemed a material breach and result in immediate removal of such Company Representative by the Company.

Anticorruption and Sanctions. (a) The Company agrees that neither the Company, nor any Company Representative shall, directly or indirectly, make or authorize any offer, gift, payment, or transfer, or promise of, any money or anything else of value, or provide any benefit, to any Government Official, Governmental Entity, or Person that would result in a breach of any Anticorruption Law, by the Company. (b) The Company agrees that the Company will remain in full compliance with applicable Sanctions Laws and Regulations. (c) The Company will not directly or indirectly use the proceeds exchanged under this Agreement, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person for the purpose of funding or facilitating any activities or business of or with any Person towards any sales or operations in Iran, Cuba, Syria, Sudan and North Korea or any other country sanctioned by OFAC or for the purpose of funding any operations or financing any investments in, or make any payments to, any Sanctions Target. (d) The Company agrees that no Government Official will serve in any capacity within the Company or any subsidiary of the Company, including as a board member, employee, or consultant. (e) The Company agrees that the Company and all of its Subsidiaries shall make and keep books, records and accounts which in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company and the Subsidiaries’ assets, and devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization and are recorded as necessary to permit preparation of financial statements in conformity with GAAP to maintain accountability of such assets; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for assets is compared with existing assets at reasonable levels and appropriate action is taken with respect to any differences. (f) The Company agrees to allow the Purchaser to review its books and records and have access to person or premises at all reasonable times that the Purchaser shall reasonably require in order to allow the Purchaser to comply with obligations to which it sis subject under any applicable laws and regulations. (g) The Company agrees that during the period of investment from the Purchaser, it will provide the Purchaser and its Affiliates with a quarterly compliance certificate (the “Sanctions Compliance Certificate”) in relation to Sanctions Laws and Regulations in the form attached hereto as Exhibit F, subject to the Purchaser’s or its Affiliate’s amendment from time to time. The compliance certificate shall be issued by an Affiliate of the Purchaser and the compliance certificate must be completed and returned by Company within five (5) Business Days of receipt. The certification email shall be delivered by an Affiliate of the Purchaser to the details below: Name: Chi Sing Ho Title: Director Email: Xxxxx_xx@xxxxx.xx (h) The Company agrees to cooperate with any compliance audit or investigation by the Purchaser and provide all reasonable information and assistance requested upon an investigation or inquiry by a Governmental Entity directed to the Company or any shareholder of the Company. (hi) Any breach by a Company Representative of this ‎Section 5.11, shall automatically be deemed a material breach and result in immediate removal of such Company Representative by the Company.

Anticorruption and Sanctions. (a) The Company agrees that neither the Company, nor any Company Representative shall, directly or indirectly, make or authorize any offer, gift, payment, or transfer, or promise of, any money or anything else of value, or provide any benefit, to any Government Official, Governmental Entity, or Person that would result in a breach of any Anticorruption Law, by the Company. (b) The Company agrees that the Company will remain in full compliance with applicable Sanctions Laws and Regulations. (c) The Company will not directly or indirectly use the proceeds exchanged under this Agreement, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person for the purpose of funding or facilitating any activities or business of or with any Person towards any sales or operations in Iran, Cuba, Syria, Sudan and North Korea or any other country sanctioned by OFAC or for the purpose of funding any operations or financing any investments in, or make any payments to, any Sanctions Target. (d) The Company agrees that no Government Official will serve in any capacity within the Company or any subsidiary of the Company, including as a board member, employee, or consultant. (e) The Company agrees that the Company and all of its Subsidiaries shall make and keep books, records and accounts which in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company and the Subsidiaries’ assets, and devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization and are recorded as necessary to permit preparation of financial statements in conformity with GAAP to maintain accountability of such assets; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for assets is compared with existing assets at reasonable levels and appropriate action is taken with respect to any differences. (f) The Company agrees to allow the each Purchaser to review its books and records and have access to person or premises at all reasonable times that the either Purchaser shall reasonably require in order to allow the such Purchaser to comply with obligations to which it sis subject under any applicable laws and regulations. (g) The Company agrees that during the period of investment from the Purchasers, it will provide each Purchaser and its respective Affiliates with a quarterly compliance certificate (the “Sanctions Compliance Certificate”) in relation to Sanctions Laws and Regulations in the form attached hereto as Exhibit F, subject to such Purchaser’s or its Affiliate’s amendment from time to time. The compliance certificate shall be issued by an Affiliate of each Purchaser and the compliance certificate must be completed and returned by Company within five (5) Business Days of receipt. The certification email shall be delivered by an Affiliate of each Purchaser to the details below: Name: Cxxxxx-Xxx Xxxx Title: Secretary of the Board of Directors Email: yxxxxxx@xxxxxx.xxx (h) The Company agrees to cooperate with any compliance audit or investigation by the each Purchaser and provide all reasonable information and assistance requested upon an investigation or inquiry by a Governmental Entity directed to the Company or any shareholder of the Company. (hi) Any breach by a Company Representative of this ‎Section 5.11Section 5.13, shall automatically be deemed a material breach and result in immediate removal of such Company Representative by the Company.