Common use of Anticorruption; Improper Payments Clause in Contracts

Anticorruption; Improper Payments. To the Knowledge of the Seller, neither any Group Company nor any Representative of any Group Company has directly or indirectly paid, offered, given, promised to pay, or authorized the payment of any money or anything of value (including any gift, sample, rebate, travel, meal and lodging expense, entertainment, service, equipment, debt forgiveness, donation, grant or other thing of value, however characterized) to any Government Official or any other Person at the suggestion, request, direction or for the benefit of any Government Official or other Person for the purpose of unlawfully under any Improper Payment Laws (a) influencing any act or decision of such Government Official in his official capacity, (b) inducing such Government Official to do or omit to do any act in relation to his lawful duty, (c) securing any improper advantage, (d) inducing such Government Official to influence or affect any act or decision of any governmental Authority, or (e) obtaining or retaining business for or with, or directing business to any Person. To the Knowledge of the Seller, each Group Company and any Representative of any Group Company, has at all times since January 1, 2015 complied with all applicable Improper Payment Laws. Without limiting the generality of the foregoing, to the Knowledge of the Seller, there has been no use or authorization of money or anything of value by the Seller or any of its Affiliates (including any Group Company) relating to any unlawful payment under any Improper Payment Laws, or secret or unrecorded fund or any false or fictitious entries made in the books and records of any Group Company relating to the same. To the Knowledge of the Seller, neither any Group Company nor any Representative of any Group Company has unlawfully (under any Improper Payment Laws) employed or retained, directly or indirectly, a Government Official or a family member of a Government Official, and no Government Official has, directly or indirectly, the right of control over, or any beneficial interest in the Business.

Anticorruption; Improper Payments. To Neither the Knowledge of the SellerCompany, neither any Group Company nor any Representative nor any other Person authorized to act on behalf of any Group Company has the Company, has, directly or indirectly paidindirectly, offeredtaken any act in furtherance of an offer, givenpayment, promised promise to pay, authorization, or authorized the payment ratification of payment, directly or indirectly, of any money or anything of value (including any gift, sample, rebate, travel, meal and lodging expense, entertainment, service, equipment, debt forgiveness, donation, grant or other thing of value, however characterized) to any Government Official or any other Person at to secure any improper advantage or to obtain or retain business that would or may cause the suggestion, request, direction or for the benefit Company to be in violation of any Government Official or other Person for the purpose of unlawfully under any Improper Payment Laws (a) influencing any act or decision of such Government Official in his official capacityLaws. The Company complies, (b) inducing such Government Official to do or omit to do any act in relation to his lawful duty, (c) securing any improper advantage, (d) inducing such Government Official to influence or affect any act or decision of any governmental Authority, or (e) obtaining or retaining business for or with, or directing business to any Person. To the Knowledge of the Seller, each Group Company and any Representative of any Group Company, has at all times since January 1complied, 2015 complied with all applicable Improper Payment Laws. Without limiting the generality of the foregoing, to (a) the Knowledge of Company has not violated and is not in violation of, in any respect, the SellerU.S. Anti-Kickback Statute (42 U.S.C. Section 1302a-7(b)), the Federal False Claims Act (31 U.S.C. Sections 3729, et seq.) or any related or similar Law and (b) there has been no use or authorization of money or anything of value by the Seller or any of its Affiliates (including any Group Company) relating to any unlawful payment under any Improper Payment Laws, or secret or unrecorded fund or any false or fictitious entries made in the books and records of any Group the Company relating to the same. To Neither the Knowledge of the SellerCompany, neither any Group Company nor any Representative Stockholder, nor any of their respective Affiliates or Persons acting on their behalf have received any Group Company has unlawfully (under notice or communication from any Person that alleges, nor been involved in any internal investigation involving any allegations relating to potential violation of any Improper Payment Laws or other applicable Law, nor have received a request for information from any Governmental Authority regarding Improper Payment Laws) . None of the Company, nor any Representatives of the Company, has employed or retained, directly or indirectly, a Government Official or a family member of a Government Official, and no . No Government Official has, directly or indirectly, the right of control over, or any beneficial interest in the BusinessCompany. The Company maintains, and has maintained, compliance policies, procedures and internal controls reasonably calculated to promote compliance with the Improper Payment Laws. The Company further agrees that should it learn of any information regarding potential violations of the Improper Payment Laws or any information otherwise relevant to this provision, it will promptly advise Parent of such knowledge or suspicion.

Anticorruption; Improper Payments. To the Knowledge None of the Seller, neither any Group Company nor any Representative Representative, Affiliate, or any other Person authorized to act on behalf of any Group Company has Seller, will or has, directly or indirectly paidindirectly, offeredtaken any act in furtherance of an offer, givenpayment, promised promise to pay, authorization, or authorized the payment ratification of payment, directly or indirectly, of any money or anything of value (including any gift, sample, rebate, travel, meal and lodging expense, entertainment, service, equipment, debt forgiveness, donation, grant or other thing of value, however characterized) to any Government Official or any other Person at the suggestion, request, direction to secure any improper advantage or for the benefit to obtain or retain business that would or may cause Seller to be in violation of any Government Official or other Person for the purpose of unlawfully under any Improper Payment Laws (a) influencing any act or decision of such Government Official in his official capacityLaws. Seller complies, (b) inducing such Government Official to do or omit to do any act in relation to his lawful duty, (c) securing any improper advantage, (d) inducing such Government Official to influence or affect any act or decision of any governmental Authority, or (e) obtaining or retaining business for or with, or directing business to any Person. To the Knowledge of the Seller, each Group Company will and any Representative of any Group Company, has at all times since January 1complied, 2015 complied with all applicable Improper Payment Laws. Without limiting the generality of the foregoing, to (a) Seller has not violated and is not in violation of, in any material respect, the Knowledge of U.S. Anti-Kickback Statute (42 U.S.C. Section 1302a-7(b)), the SellerFederal False Claims Act (31 U.S.C. Sections 3729, et seq.) or any related or similar Law and (b) there has been no use or authorization of money or anything of value by the Seller or any of its Affiliates (including any Group Company) relating to any unlawful payment under any Improper Payment Laws, or secret or unrecorded fund or any false or fictitious entries made in the books and records of any Group Company Seller relating to the same. To the Knowledge None of the Seller, neither any Group Company nor any Representative equityholder of Seller, nor any Group Company has unlawfully (under of their respective Representatives, Affiliates or Persons acting on their behalf have received any notice or communication from any Person that alleges, nor been involved in any internal investigation involving any allegations relating to potential violation of any Improper Payment Laws or other applicable Law, nor have received a request for information from any Governmental Authority regarding Improper Payment Laws) . None of Seller, nor any Representative, Affiliate or other agent of Seller, has employed or retained, directly or indirectly, a Government Official or a family member of a Government Official, and no . No Government Official has, directly or indirectly, the right of control over, or any beneficial interest in Seller. Seller further agrees that should it learn of any information regarding potential violations of the BusinessImproper Payment Laws or any information otherwise relevant to this provision, it will promptly advise Purchaser of such knowledge or suspicion.

Anticorruption; Improper Payments. To the Knowledge None of the SellerCompany, neither nor, to Company’s Knowledge, any Group Company nor Representative, Affiliate, or any Representative other Person authorized to act on behalf of any Group Company has Company, will or has, directly or indirectly paidindirectly, offeredtaken any act in furtherance of an offer, givenpayment, promised promise to pay, authorization, or authorized the payment ratification of payment, directly or indirectly, of any money or anything of value (including any gift, sample, rebate, travel, meal and lodging expense, entertainment, service, equipment, debt forgiveness, donation, grant or other thing of value, however characterized) to any Government Official or any other Person at the suggestion, request, direction to secure any improper advantage or for the benefit to obtain or retain business that would or may cause Company to be in violation of any Government Official or other Person for the purpose of unlawfully under any Improper Payment Laws (a) influencing any act or decision of such Government Official in his official capacityLaws. Company complies, (b) inducing such Government Official to do or omit to do any act in relation to his lawful duty, (c) securing any improper advantage, (d) inducing such Government Official to influence or affect any act or decision of any governmental Authority, or (e) obtaining or retaining business for or with, or directing business to any Person. To the Knowledge of the Seller, each Group Company will and any Representative of any Group Company, has at all times since January 1complied, 2015 complied with all applicable Improper Payment Laws. Without limiting the generality of the foregoing, to (a) Company has not violated and is not in violation of, in any material respect, the Knowledge U.S. Anti-Kickback Statute (42 U.S.C. Section 1302a-7(b)), the Federal False Claims Act (31 U.S.C. Sections 3729, et seq.), the United Kingdom Bribery Act of the Seller, 2010 or any related or similar Law and (b) there has been no use or authorization of money or anything of value by the Seller or any of its Affiliates (including any Group Company) relating to any unlawful payment under any Improper Payment Laws, or secret or unrecorded fund or any false or fictitious entries made in the books and records of any Group Company relating to the same. To the Knowledge None of the SellerCompany, neither nor, to Company’s Knowledge, any Group Company equity holder of Company, nor any Representative of their respective Representatives, Affiliates or Persons acting on their behalf have received any Group Company has unlawfully (under notice or communication from any Person that alleges, nor have any of them been involved in any internal investigation involving any allegations relating to, potential violation of any Improper Payment Laws or other applicable Law, nor have any of them received a request for information from any Governmental Authority regarding Improper Payment Laws) . None of Company, nor to Company’s Knowledge, any Representative, Affiliate or other agent of Company, has employed or retained, directly or indirectly, a Government Official or a family member of a Government Official, and no . No Government Official has, directly or indirectly, the right of control over, or any beneficial interest in the BusinessCompany.

Anticorruption; Improper Payments. To the Knowledge of the Seller, neither any No Group Company nor or, to Vantage’s Knowledge, any Representative Person authorized to act on behalf of any Group Company has Company, has, directly or indirectly paidindirectly, offeredtaken any act in furtherance of any offer, givenpayment, promised promise to pay, authorization or authorized the payment ratification of payment, directly or indirectly, of any money or anything of value (including any gift, sample, rebate, travel, meal and lodging expense, entertainment, service, equipment, debt forgiveness, donation, grant or other thing things of value, however characterized) to any Government Official or any other Person at the suggestion, request, direction or for the benefit of any Government Official or other Person for the purpose of unlawfully under any Improper Payment Laws (a) influencing any act or decision of such Government Official in his official capacity, (b) inducing such Government Official to do or omit to do any act in relation to his lawful duty, (c) securing secure any improper advantage, (d) inducing such Government Official advantage or to influence obtain or affect retain business that would cause any act or decision of any governmental Authority, or (e) obtaining or retaining business for or with, or directing business to any Person. To the Knowledge of the Seller, each Group Company and any Representative to be in violation of any Group Company, has at all times since January 1, 2015 complied with all applicable Improper Payment Laws. Without limiting the generality of the foregoing, to the Knowledge (a) no Group Company has violated or is in violation in any material respect of the SellerU.S. Anti-Kickback Statute (42 U.S.C. Section 1302a-7(b)), the Federal False Claims Act (31 U.S.C. Sections 3729, et seq.), the Corruption of Foreign Public Officials Act or any related or similar Law and (b) there has been no use or authorization of money or anything of value by the Seller or any of its Affiliates (including any Group Company) relating to any unlawful payment under any Improper Payment Laws, or secret or unrecorded fund or any false or fictitious entries made in the books and records of any Group Company relating to the same. To the Knowledge of the Seller, neither any No Group Company or any of its Affiliates or Persons acting on their behalf have received any written notice or communication from any Person that alleges, nor been involved in any Representative Improper Payment Laws or other applicable Law, nor have received a request for information from any Governmental Authority regarding Improper Payment Laws. No Group Company and, to Vantage’s Knowledge, no officer, director, manager, employee, attorney, accountant, consultant, financial advisor or other agent acting on behalf of any Group Company has unlawfully (under any Improper Payment Laws) employed or retained, directly or indirectly, a Government Official or a family member of a Government Official, and no . No Government Official has, directly or indirectly, the right of control over, or any beneficial interest in the Businessany Group Company.