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 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 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 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.

Anticorruption. (a) Except asEach Group Company and, individually to the extent applicable to its ownership of the assets of the Business or the operations or conduct of the Business, Seller and each of its other Affiliates in the aggregatepast five (5) years preceding the date hereof has operated the Business in compliance with the U.S. Foreign Corrupt Practices Act, has not had the UK Bribery Act of 2010, and would not reasonably be expected any other applicable anti-corruption Laws. No Group Company, nor, to have a Material Adverse Effectthe extent applicable to its ownership of the assets of the Business or the operations or conduct of the Business, neither the Company nor Seller or any of its Subsidiaries (including other Affiliates, nor any officer, director or, to the Knowledge of Seller, any other Person acting on behalf of any of their officers, directors, agents, distributors, employees, the foregoing (to the extent applicable to the operations or other Persons acting on their behalfconduct of the Business) within the past five (5) years has, directly or indirectly: (a) paid, taken offered, authorized or received any action that would cause the Company unlawful bribe, kickback 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”). similar payment; (b) Except aspaid, individually offered or in authorized the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any payment 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 any representative of an Governmental Entity (including any enterprise owned or controlled by a Government Official (as defined belowGovernmental Entity) to secure for the purpose of influencing any official act or decision or securing any improper advantage advantage; or (e.g.c) engaged in, offered or authorized any unlawful contribution, gift, entertainment or other unlawful expense relating to obtain a Tax rate lower than allowed by Law) or to obtain or retain business for any Person in violation of applicable Lawpolitical activity. (cb) As of Within the date of this Agreementpast five (5) years, no Group Company and, to the knowledge extent applicable to its ownership of the Companyassets of the Business or the operations or conduct of the Business, (i) there is no investigation neither Seller nor any of its other Affiliates has conducted any internal investigation, made any voluntary, directed, or request for information from the Company or any Subsidiary by involuntary disclosure to any Governmental Entity regarding the Anticorruption LawsEntity, and (ii) there is no or received any audit report, written communication from a Governmental Entity, or whistleblower or other allegation, investigation or inquiry by any Governmental Entity regarding the Company or any Subsidiary’s actual or possible violation written complaint alleging violations of the Anticorruption applicable anti-corruption 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 asEach Acquired Group Company and, to the extent applicable to its ownership of the Transferred Assets or the operations or conduct of the Business, each Seller Person in the past five (5) years preceding the date hereof has operated the Business in compliance with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act of 2010, and any other applicable anti-corruption Laws, except where the failure to be in compliance has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business, taken as a whole. No Acquired Group Company, nor, to the extent applicable to its ownership of the Transferred Assets or the operations or conduct of the Business, any other Seller Person, nor any officer, director or, to the Knowledge of Seller, any other Person acting on behalf of any of the foregoing (to the extent applicable to the Transferred Assets or the operations or conduct of the Business) within the past five (5) years has, directly or indirectly: (a) paid, offered, authorized or received any unlawful bribe, kickback or other similar payment; (b) paid, offered or authorized the payment of money or anything of value to any Representative of an Governmental Entity (including any enterprise owned or controlled by a Governmental Entity) for the purpose of influencing any official act or decision or securing any improper advantage; or (c) engaged in, offered or authorized any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, except in the case of each of clauses (a), (b) and (c), as has not had been 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 asbe, individually or in the aggregate, has not had and would not reasonably be expected material to have the Business, taken as 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 Lawwhole. (cb) As of Within the date of this Agreementpast five (5) years, no Acquired Group Company and, to the knowledge extent applicable to its ownership of the CompanyTransferred Assets or the operations or conduct of the Business, (i) there is no investigation of other Seller Person has conducted any internal investigation, made any voluntary, directed, or request for information from the Company or any Subsidiary by involuntary disclosure to any Governmental Entity regarding the Anticorruption LawsEntity, and (ii) there is no or received any audit report, written communication from a Governmental Entity, or whistleblower or other allegation, investigation or inquiry by any Governmental Entity regarding the Company or any Subsidiary’s actual or possible violation written complaint alleging material violations of the Anticorruption applicable anti-corruption 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.