Common use of Anticorruption Clause in Contracts

Anticorruption. (a) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries (including any of their officers, directors, agents, distributors, employees, or other Persons acting on their behalf) has, directly or indirectly, taken any action that would cause the Company or any Company Subsidiary to be in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company or any Company Subsidiary (collectively with the FCPA, the “Anticorruption Laws”). (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries (including any of their officers, directors, agents, distributors, employees, or other Persons acting on their behalf) has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of the payment, directly or indirectly, of any gift, money or anything of value to a Government Official (as defined below) to secure any improper advantage (e.g., to obtain a Tax rate lower than allowed by Law) or to obtain or retain business for any Person in violation of applicable Law. (c) As of the date of this Agreement, to the knowledge of the Company, (i) there is no investigation of or request for information from the Company or any Subsidiary by any Governmental Entity regarding the Anticorruption Laws, and (ii) there is no other allegation, investigation or inquiry by any Governmental Entity regarding the Company or any Subsidiary’s actual or possible violation of the Anticorruption Laws. (d) The Company and each Subsidiary has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws, including, but not limited to, an anticorruption compliance program, including a Code of Business Conduct, policies and guidelines that (i) require compliance with the Anticorruption Laws and otherwise prohibit bribes to Government Officials; (ii) restrict gifts, entertainment and travel expenses for Government Officials; (iii) require diligence on certain third parties that may have relations with Government Officials on the Company’s behalf; (iv) restrict political and charitable contributions; (v) mandate possible discipline for violations of policy or the Code of Business Conduct; (vi) require periodic training for relevant employees regarding the program; (ix) identify a senior executive or executives responsible for implementation and monitoring of the program; and (x) include procedures for reporting and investigating possible violations of the program. (e) For purposes of this Agreement, “Government Official” means any (i) officer or employee of a Governmental Entity or instrumentality thereof (including any state-owned or controlled enterprise) or of a public international organization, (ii) political party or official thereof or any candidate for any political office or (iii) any Person acting for or on behalf of any such Governmental Entity or instrumentality thereof.

Anticorruption. (a) Except as, individually or No Company Representative has in the aggregatepast three years violated any Anticorruption Laws, nor has not had and would not reasonably be expected to have a Material Adverse Effectthe Company, neither any Subsidiary of the Company nor any of its Subsidiaries (including any of their officersCompany Representative offered, directorspaid, agents, distributors, employeespromised to pay, or other Persons acting on their behalfauthorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any Government Official or to any Person under circumstances where the Company, any Subsidiary of the Company or the Company Representative knew or ought reasonably to have known (after due and proper inquiry) hasthat all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, taken to a Person: (1) for the purpose of: (i) influencing any action that would cause act or decision of a Government Official in their official capacity; (ii) inducing a Government Official to do or omit to do any act in violation of their lawful duties; (iii) securing any improper advantage; (iv) inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or (v) assisting the Company Company, any Subsidiary of the Company, or any Company Representative in obtaining or retaining business for or with, or directing business to, the Company, a Subsidiary to be in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)Company, or any Company Representative; (2) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or other anticorruption unlawful or anti-bribery Laws applicable improper means of obtaining business or any improper advantage. For the avoidance of doubt, any rebates or other incentives offered to business partners of the Company or any and paid to business partners by the Company Subsidiary when certain thresholds (collectively with the FCPAsuch as, the “by way of example, total amounts of products purchased by such business partners in a given period) are achieved do not breach Anticorruption Laws”), and all such payments have been properly recorded in the books and records, including the financial statements of the Company. (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, neither Neither the Company nor any Subsidiary of its Subsidiaries (including the Company has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Entity or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. None of the Company, any Subsidiary of the Company, or any Company Representative has received any notice, request, or citation for any actual or potential noncompliance with any of their officers, directors, agents, distributors, employees, or other Persons acting on their behalf) has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of the payment, directly or indirectly, of any gift, money or anything of value to a Government Official (as defined below) to secure any improper advantage (e.g., to obtain a Tax rate lower than allowed by Law) or to obtain or retain business for any Person in violation of applicable Lawforegoing. (c) As No Officer or employee of the date of this Agreement, to the knowledge of the Company, (i) there is no investigation of or request for information from the Company or any Subsidiary by any of the Company is a Government Official. (d) No Government Official or Governmental Entity regarding the Anticorruption Laws, and (ii) there is no other allegation, investigation or inquiry by any Governmental Entity regarding presently owns a direct interest in the Company or any Subsidiary’s actual or possible violation Subsidiary of the Anticorruption LawsCompany or has any legal or beneficial interest in the Company or any Subsidiary of the Company or to payments made to the Company by the Purchaser hereunder. (de) The Company and each Subsidiary has established of the Company have maintained complete and implemented reasonable internal controls accurate books and procedures intended to ensure compliance with the Anticorruption Laws, including, but not limited to, an anticorruption compliance programrecords, including a Code records of Business Conductpayments to any agents, policies consultants, representatives, third parties, and guidelines that Government Officials in accordance with generally accepted accounting principles of Japan. (f) The Company is not, and has not been, in conflict with or in violation or breach of or in default under (i) require compliance with the Anticorruption Laws and otherwise prohibit bribes to Government Officials; (ii) restrict gifts, entertainment and travel expenses for Government Officials; (iii) require diligence on certain third parties that may have relations with Government Officials on the Company’s behalf; (iv) restrict political and charitable contributions; (v) mandate possible discipline for violations of policy or the Code of Business Conduct; (vi) require periodic training for relevant employees regarding the program; (ix) identify a senior executive or executives responsible for implementation and monitoring of the program; and (x) include procedures for reporting and investigating possible violations of the program. (e) For purposes of this Agreement, “Government Official” means any (i) officer or employee of a Governmental Entity or instrumentality thereof (including any state-owned or controlled enterprise) or of a public international organizationForeign Corrupt Practices Act, (ii) political party or official thereof or any candidate for any political office the UK Bribery Act or (iii) any Person acting for internal policies or on behalf of regulations relating thereto, and the Company has not received any Claims or notices alleging any such Governmental Entity conflict, violation, breach or instrumentality default. There are, and has been, no corruption issues relating to the Company, including facilitation payments, and, to the Knowledge of the Seller Group, no threats of the occurrence thereof. The Company does not conduct business in any of the following countries or areas: the Balkans, Belarus, Cote d’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, the Republic of the Sudan, the Republic of South Sudan, Syria or Zimbabwe. The Company is not conducting, and has not conducted, business with any individuals on the Specially Designated Nations List, and having conducted reasonably sufficient due diligence, has no reason to believe that it is or could unknowingly be conducting business with any such individuals. The Company does not, and has not supported any boycott not sanctioned by the U.S. government.

Anticorruption. (a) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, neither the Company Neither Seller nor any of its Subsidiaries (including Subsidiaries, any of their officersemployee, directorsofficer, agentsdirector, distributorsor, employees, or other Persons acting on their behalf) has, directly or indirectly, taken any action that would cause the Company or any Company Subsidiary to be in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company extent that it would constitute a breach of applicable Law by Seller or any Company Subsidiary (collectively with the FCPA, the “Anticorruption Laws”). (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries (including Subsidiaries, any of their officers, directors, agents, distributors, employees, agent or representative or other Persons acting on their behalf) has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of the payment, directly or indirectly, of any gift, money or anything of value to a Government Official (as defined below) to secure any improper advantage (e.g., to obtain a Tax rate lower than allowed by Law) or to obtain or retain business for any Person in violation of applicable Law. (c) As of the date of this Agreement, to the knowledge of the Company, (i) there is no investigation of or request for information from the Company or any Subsidiary by any Governmental Entity regarding the Anticorruption Laws, and (ii) there is no other allegation, investigation or inquiry by any Governmental Entity regarding the Company or any Subsidiary’s actual or possible violation of the Anticorruption Laws. (d) The Company and each Subsidiary has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws, including, but not limited to, an anticorruption compliance program, including a Code of Business Conduct, policies and guidelines that (i) require compliance with the Anticorruption Laws and otherwise prohibit bribes to Government Officials; (ii) restrict gifts, entertainment and travel expenses for Government Officials; (iii) require diligence on certain third parties that may have relations with Government Officials on the Company’s behalf; (iv) restrict political and charitable contributions; (v) mandate possible discipline for violations of policy or the Code of Business Conduct; (vi) require periodic training for relevant employees regarding the program; (ix) identify a senior executive or executives responsible for implementation and monitoring of the program; and (x) include procedures for reporting and investigating possible violations of the program. (e) For purposes of this Agreement, “Government Official” means any (i) officer or employee of a Governmental Entity or instrumentality thereof (including any state-owned or controlled enterprise) or of a public international organization, (ii) political party or official thereof or any candidate for any political office or (iii) any Person acting for or on behalf of Seller or any of its Subsidiaries, has, directly or indirectly, in connection with the conduct or operation of the Business, (A) made or offered any unlawful payment, or offered or promised to make any unlawful payment, or provided or offered or promised to provide anything of value (whether in the form of property or services or in any other form), to any foreign or domestic government official or employee, any foreign political party or official or candidate for foreign political office, any official or employee of a Public International Organization (as defined in the FCPA) (each, an “Official Party”), or to any finder, agent, or other party acting on behalf of or under the auspices of any Governmental Body, Public International Organization or official or employee thereof, for the purpose of (1) influencing any act or decision of any Official Party in his or her official capacity, (2) inducing any Official Party to do or omit to do any act in violation of his or her lawful duties, (3) securing any improper advantage or (4) inducing any Official Party to influence or affect any act or decision of any Governmental Body or Public International Organization, (B) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political or charitable activities or (C) taken any other action or made any omission, in each case in violation of any Law applicable to Seller or any of its Subsidiaries governing corrupt practices, money laundering, anti-bribery or anticorruption or that otherwise prohibits payments to any government or public officials or other Official Party, including the FCPA (all such Laws, “Anticorruption Laws”). None of Seller or any of its Subsidiaries has, in connection with the Business, received any written notice alleging any such violation or conducted any internal investigation with respect to any actual or alleged violation of any Anticorruption Law. None of Seller or any of its Subsidiaries, nor any of its respective directors, officers or stockholders, is currently a government officer, agent or employee of a Governmental Entity or instrumentality thereofBody, except for positions with local Governmental Bodies unrelated to the Business.

Anticorruption. (a) Except asThe activities of the parties must and each of the parties assumes the obligation to respect and fully comply with any and all applicable laws regarding anticorruption, individually or in the aggregate, has including but not had and would not reasonably be expected limited to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries (including any of their officers, directors, agents, distributors, employees, or other Persons acting on their behalf) has, directly or indirectly, taken any action that would cause the Company or any Company Subsidiary to be in violation of the United States Foreign Corrupt Practices Act of 1977(15 U.S.C. Section 78dd-1 et seq., as amended (amended). The parties acknowledge and agree that, regarding all the “FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company or any Company Subsidiary (collectively with the FCPAactivities they engage in under this Order, the “Anticorruption Laws”). (b) Except asparties, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries (including any of as well as their officers, directors, agents, distributorsrepresentatives, employees, administrators, partners, managers, officers, lawyers and any other person that engages in activities under their representation, shall not engage in and shall refrain from any illegal or other Persons acting on their behalf) has taken any act in furtherance of an offerprohibited conduct or activity by the anti-corruption laws, payment, promise to pay, authorization, or ratification of the payment, directly or indirectly, of any gift, money or anything of value to a Government Official (as defined below) to secure any improper advantage (e.g., to obtain a Tax rate lower than allowed by Law) or to obtain or retain business for any Person in violation of applicable Law. (c) As of the date of this Agreement, to the knowledge of the Company, (i) there is no investigation of or request for information from the Company or any Subsidiary by any Governmental Entity regarding the Anticorruption Laws, and (ii) there is no other allegation, investigation or inquiry by any Governmental Entity regarding the Company or any Subsidiary’s actual or possible violation of the Anticorruption Laws. (d) The Company and each Subsidiary has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws, including, including but not limited to, an anticorruption compliance program, including a Code of Business Conduct, policies and guidelines that : (i) require compliance making offers, promises of delivery, or deliveries of any object of value to any public official (as defined by the corresponding applicable anti-corruption law) or political party with the Anticorruption Laws and otherwise prohibit bribes to Government Officialspurpose of obtaining or maintaining a deal, obtaining an improper advantage, or influencing any act or decision of a public official, that causes or could cause violations of the provisions of the anti-corruption laws; and/or (ii) restrict giftsexecuting any bribe, entertainment and travel expenses for Government Officials; (iii) require diligence on certain third parties incorrect payment, corruption payment or any illicit payment, to any public official or political party with the purpose of obtaining or maintaining a deal, obtaining an improper advantage, or influencing any act or decision of a public official, that may have relations with Government Officials on the Company’s behalf; (iv) restrict political and charitable contributions; (v) mandate possible discipline for violations of policy causes or the Code of Business Conduct; (vi) require periodic training for relevant employees regarding the program; (ix) identify a senior executive or executives responsible for implementation and monitoring of the program; and (x) include procedures for reporting and investigating possible could cause violations of the program. (e) For purposes provisions of the anti-corruption laws. The parties agree that the Buyer shall have the right to carry out all the actions necessary to verify the compliance of Seller with the provisions of this Agreementsection and the corresponding applicable anti-corruption laws. SELLER AGREES TO HOLD HARMLESS AND FULLY INDEMNIFY BUYER FROM ANY AND ALL LIABILITIES (INCLUDING REASONABLE ATTORNEY’S FEES) THAT MAY BE INSTITUTED OR FILED AGAINST BUYER BY ANY GOVERNMENTAL AUTHORITY, “Government Official” means any (i) officer or employee of a Governmental Entity or instrumentality thereof (including any stateAGENT, REPRESENTATIVE, EMPLOYEE, ADMINISTRATOR, PARTNER, MANAGER, OFFICER, LAWYER OR ANY OTHER PERSON THAT ENGAGES IN ACTIVITIES UNDER THE REPRESENTATION OF THE PARTIES OR ANY OTHER THIRD PARTY BASED ON AN ALLEGATION OF ANY BREACH BY SELLER TO ITS OBLIGATIONS CONTAINED IN THIS CLAUSE OR ANY OF THE APPLICABLE ANTI-owned or controlled enterprise) or of a public international organization, (ii) political party or official thereof or any candidate for any political office or (iii) any Person acting for or on behalf of any such Governmental Entity or instrumentality thereofCORRUPTION LAWS.

Anticorruption. (a) Except as, individually or in To the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectKnowledge of the Company, neither the Company nor any Subsidiary of its Subsidiaries the Company (including any of their officersExecutive Officers, directors, agents, distributors, employees, or other Persons persons while acting on their behalf) has, directly or indirectly, taken any action (i) that would cause the Company or any Subsidiary of the Company Subsidiary to be in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company or any Subsidiary of the Company Subsidiary (collectively with the FCPA, the “Anticorruption Laws”). (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries (including any of their officers, directors, agents, distributors, employees, or other Persons acting on their behalf(ii) has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of the payment, directly or indirectly, of any gift, money or anything of value to a Government Official (as defined below) to secure any improper advantage (e.g., to obtain a Tax rate lower than allowed by Law) or to obtain or retain business for any Person in violation of applicable LawPerson. (cb) As of the date of this Agreement, to the knowledge of the Company, (i) there There is no pending investigation of or request for information from the Company or any Subsidiary of the Company by any Governmental Entity Authority regarding the Anticorruption LawsLaws and, and (ii) to the Knowledge of the Company, there is no other allegation, investigation or inquiry by any Governmental Entity Authority regarding the Company or and any Company Subsidiary’s actual or possible violation of the Anticorruption Laws. (c) None of the officers, directors or employees of the Company or any Subsidiary of the Company is a Government Official of a Governmental Authority that directly or indirectly purchases products or services from or otherwise does business with the Company. (d) The Company and each Subsidiary of the Company has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws, including, but not limited to, an anticorruption compliance program, including a Code of Business Conduct, policies and guidelines policy that (i) require requires compliance with the Anticorruption Laws and otherwise prohibit prohibits bribes to Government Officials; (ii) restrict restricts gifts, entertainment entertainment, and travel promotional and marketing expenses for Government Officials; (iii) require requires diligence on certain on, anticorruption contract language in agreements with, and ongoing monitoring of third parties that may have relations with Government Officials on the Company’s or any of its Subsidiaries’ behalf; (iv) restrict restricts political and charitable contributions; (v) mandate mandates possible discipline for violations of policy or the Code of Business Conductpolicy; (vi) require requires periodic certification by senior executives and relevant sales, financial, and accounting officials indicating awareness of and compliance with the policy; (vii) requires distribution of the policy to all employees; (viii) requires periodic training for relevant employees regarding the programpolicy; (ix) identify identifies a senior executive or executives responsible for implementation and monitoring of the programpolicy; and (x) include includes procedures for reporting and investigating possible violations of the programpolicy. (e) For purposes No Executive Officer or director of this Agreement, “Government Official” means any (i) officer or employee of a Governmental Entity or instrumentality thereof (including any state-owned or controlled enterprise) or of a public international organization, (ii) political party or official thereof the Company or any candidate for Subsidiary of the Company has, directly or indirectly, made false or misleading statements to, or attempted to coerce or fraudulently influence, an accountant in connection with any political office audit, review, or (iii) examination of the financial statements of the Company or any Person acting for or on behalf Subsidiary of any such Governmental Entity or instrumentality thereofthe Company.

Anticorruption. (a) Except asThe activities of the parties must and each of the parties assumes the obligation to respect and fully comply with any and all applicable laws regarding anticorruption, individually or in the aggregate, has including but not had and would not reasonably be expected limited to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries (including any of their officers, directors, agents, distributors, employees, or other Persons acting on their behalf) has, directly or indirectly, taken any action that would cause the Company or any Company Subsidiary to be in violation of the United States Foreign Corrupt Practices Act of 1977(15 U.S.C. Section 78dd-1 et seq., as amended (amended). The parties acknowledge and agree that, regarding all the “FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company or any Company Subsidiary (collectively with the FCPAactivities they engage in under this Order, the “Anticorruption Laws”). (b) Except asparties, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries (including any of as well as their officers, directors, agents, distributorsrepresentatives, employees, administrators, partners, managers, officers, lawyers and any other person that engages in activities under their representation, shall not engage in and shall refrain from any illegal or other Persons acting on their behalf) has taken any act in furtherance of an offerprohibited conduct or activity by the anti-corruption laws, payment, promise to pay, authorization, or ratification of the payment, directly or indirectly, of any gift, money or anything of value to a Government Official (as defined below) to secure any improper advantage (e.g., to obtain a Tax rate lower than allowed by Law) or to obtain or retain business for any Person in violation of applicable Law. (c) As of the date of this Agreement, to the knowledge of the Company, (i) there is no investigation of or request for information from the Company or any Subsidiary by any Governmental Entity regarding the Anticorruption Laws, and (ii) there is no other allegation, investigation or inquiry by any Governmental Entity regarding the Company or any Subsidiary’s actual or possible violation of the Anticorruption Laws. (d) The Company and each Subsidiary has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws, including, including but not limited to: (a) making offers, an anticorruption compliance programpromises of delivery, including a Code or deliveries of Business Conduct, policies and guidelines that any object of value to any public official (ias defined by the corresponding applicable anti-corruption law) require compliance or political party with the Anticorruption Laws and otherwise prohibit bribes to Government Officials; (ii) restrict giftspurpose of obtaining or maintaining a deal, entertainment and travel expenses for Government Officials; (iii) require diligence on certain third parties obtaining an improper advantage, or influencing any act or decision of a public official, that may have relations with Government Officials on the Company’s behalf; (iv) restrict political and charitable contributions; (v) mandate possible discipline for violations of policy causes or the Code of Business Conduct; (vi) require periodic training for relevant employees regarding the program; (ix) identify a senior executive or executives responsible for implementation and monitoring of the program; and (x) include procedures for reporting and investigating possible could cause violations of the program. provisions of the anti-corruption laws; and/or (eb) For purposes executing any bribe, incorrect payment, corruption payment or any illicit payment, to any public official or political party with the purpose of this Agreementobtaining or maintaining a deal, “Government Official” means obtaining an improper advantage, or influencing any (i) officer act or employee of a Governmental Entity or instrumentality thereof (including any state-owned or controlled enterprise) or decision of a public international organizationofficial, that causes or could cause violations of the provisions of the anti-corruption laws. The parties agree that the Buyer shall have the right to carry out all the actions necessary to verify the compliance of Seller with the provisions of this section and the corresponding applicable anti-corruption laws. SELLER AGREES TO HOLD HARMLESS AND FULLY INDEMNIFY BUYER FROM ANY AND ALL LIABILITIES (iiINCLUDING REASONABLE ATTORNEY’S FEES) political party or official thereof or any candidate for any political office or (iii) any Person acting for or on behalf of any such Governmental Entity or instrumentality thereofTHAT MAY BE INSTITUTED OR FILED AGAINST BUYER BY ANY GOVERNMENTAL AUTHORITY, AGENT, REPRESENTATIVE, EMPLOYEE, ADMINISTRATOR, PARTNER, MANAGER, OFFICER, LAWYER OR ANY OTHER PERSON THAT ENGAGES IN ACTIVITIES UNDER THE REPRESENTATION OF THE PARTIES OR ANY OTHER THIRD PARTY BASED ON AN ALLEGATION OF ANY BREACH BY SELLER TO ITS OBLIGATIONS CONTAINED IN THIS CLAUSE OR ANY OF THE APPLICABLE ANTI-CORRUPTION LAWS.

Anticorruption. (a) Except as, individually or in To the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectknowledge of the Company, neither the Company nor any of its Subsidiaries Company Subsidiary (including any of their officers, directors, agents, distributors, employees, or other Persons individuals acting on their behalf) has, directly or indirectly, taken any action that would cause the Company or any Company Subsidiary to be in violation in any material respect of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company or any Company Subsidiary (collectively with the FCPA, the “Anticorruption Laws”). (b) Except as, individually or in To the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectknowledge of the Company, neither the Company nor any Company Subsidiary (including any of its Subsidiaries their officers, directors, agents, distributors, employees, or other individuals acting on their behalf) has taken any action that would cause Parent or Merger Sub to be in violation of the Anticorruption Laws. (c) To the knowledge of the Company, neither the Company nor any Company Subsidiary (including any of their officers, directors, agents, distributors, employees, or other Persons acting on their behalf) has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of the payment, directly or indirectly, of any gift, money or anything of value to a Government Official (as defined below) to secure any improper advantage (e.g., to obtain a Tax rate lower than allowed by Law) or to obtain or retain business for any Person in violation of applicable LawPerson. (cd) As of the date of this Agreement, to To the knowledge of the Company, (i) there is no investigation of or request for information from the Company or any Company Subsidiary by any Governmental Entity Authority regarding the Anticorruption Laws, and or (ii) there is no any other allegation, investigation or inquiry by any Governmental Entity regarding the Company or and any Company Subsidiary’s actual or possible violation of the Anticorruption Laws. (de) The To the knowledge of the Company, no director or officer of the Company and each or any Company Subsidiary has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Lawshas, includingdirectly or indirectly, but not limited made false or misleading statements to, or attempted to coerce or fraudulently influence, an anticorruption compliance programaccountant in connection with any audit, including a Code of Business Conductreview, policies and guidelines that (i) require compliance with the Anticorruption Laws and otherwise prohibit bribes to Government Officials; (ii) restrict gifts, entertainment and travel expenses for Government Officials; (iii) require diligence on certain third parties that may have relations with Government Officials on the Company’s behalf; (iv) restrict political and charitable contributions; (v) mandate possible discipline for violations of policy or the Code of Business Conduct; (vi) require periodic training for relevant employees regarding the program; (ix) identify a senior executive or executives responsible for implementation and monitoring examination of the program; and (x) include procedures for reporting and investigating possible violations financial statements of the programCompany or any Company Subsidiary. (ef) For purposes of this Agreement, “Government Official” means any (i) officer or employee of a Governmental Entity Authority or instrumentality thereof (including any state-owned or controlled enterprise) ); or of a public international organization, (ii) political party or official thereof or any candidate for any political office office, in such individual’s capacity as such, or (iii) any Person acting for or on behalf of any such Governmental Entity Authority or instrumentality thereof.

Anticorruption. (a) Except as, individually or in To the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectknowledge of the Company, neither the Company nor any of its Subsidiaries Company Subsidiary (including any of their officers, directors, agents, distributors, employees, or other Persons individuals acting on their behalf) has, directly or indirectly, taken any action that would cause the Company or any Company Subsidiary to be in violation in any material respect of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company or any Company Subsidiary (collectively with the FCPA, the “Anticorruption Laws”). (b) Except as, individually or in To the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectknowledge of the Company, neither the Company nor any of its Subsidiaries Company Subsidiary (including any of their officers, directors, agents, distributors, employees, or other Persons individuals acting on their behalf) has taken any action that would cause Parent or Merger Sub to be in violation of the Anticorruption Laws. (c) To the knowledge of the Company, neither the Company nor any Company Subsidiary (including any of their officers, directors, agents, distributors, employees, or other individuals acting on their behalf) has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of the payment, directly or indirectly, of any gift, money or anything of value to a Government Official (as defined below) to secure any improper advantage (e.g., to obtain a Tax tax rate lower than allowed by Law) or to obtain or retain business for any Person in violation of applicable LawPerson. (cd) As of the date of this Agreement, to To the knowledge of the Company, (i) there is no investigation of or request for information from the Company or any Company Subsidiary by any Governmental Entity Authority regarding the Anticorruption Laws, and or (ii) there is no any other allegation, investigation or inquiry by any Governmental Entity regarding the Company or and any Company Subsidiary’s actual or possible violation of the Anticorruption Laws. (de) The To the knowledge of the Company, no director or officer of the Company and each or any Company Subsidiary has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Lawshas, includingdirectly or indirectly, but not limited made false or misleading statements to, or attempted to coerce or fraudulently influence, an anticorruption compliance programaccountant in connection with any audit, including a Code of Business Conductreview, policies and guidelines that (i) require compliance with the Anticorruption Laws and otherwise prohibit bribes to Government Officials; (ii) restrict gifts, entertainment and travel expenses for Government Officials; (iii) require diligence on certain third parties that may have relations with Government Officials on the Company’s behalf; (iv) restrict political and charitable contributions; (v) mandate possible discipline for violations of policy or the Code of Business Conduct; (vi) require periodic training for relevant employees regarding the program; (ix) identify a senior executive or executives responsible for implementation and monitoring examination of the program; and (x) include procedures for reporting and investigating possible violations financial statements of the programCompany or any Company Subsidiary. (ef) For purposes of this Agreement, “Government Official” means any (i) officer or employee of a Governmental Entity Authority or instrumentality thereof (including any state-owned or controlled enterprise) ); or of a public international organization, (ii) political party or official thereof or any candidate for any political office office, or (iii) any Person individual acting for or on behalf of any such Governmental Entity Authority or instrumentality thereof.