Common use of Breach of the Agreement Clause in Contracts

Breach of the Agreement. If, during the Term of the Agreement, the Company (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain a compliance program as set forth in Paragraphs 10 through 12 of this Agreement and Attachment C; or (e) otherwise fails to specifically perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts, which may be pursued by the Offices in the U.S. District Courts for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company notwithstanding the expiration of the statute of limitations between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six months. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for the duration of the Term of the Agreement plus six months, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. If, during the Term of the AgreementTerm, the Company (a) commits the Company or the Related Entities commit any felony under U.S. federal law; (b) provides the Company or the Related Entities provide in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with their disclosure of information about individual culpability; (c) fails the Company, the Related Entities, or their subsidiaries and affiliates fail to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails the Company and the Related Entities fail to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 12 19-20 of this Agreement and Attachment C; or (e) the Company or the Related Entities otherwise fails fail to specifically completely perform or to fulfill completely each of the Company’s their obligations under the Agreement, regardless of whether the Offices Fraud Section and the Office become aware of such a breach after the Term of the Agreement is complete, the Company Company, the Related Entities, and their subsidiaries and affiliates shall thereafter be subject to prosecution for any federal criminal violation of which the Offices Fraud Section and the Office have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Fraud Section and the Office in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Connecticut or any other appropriate venue. Determination of whether the Company has or the Related Entities have breached the Agreement and whether to pursue prosecution of the Company Company, the Related Entities, or their subsidiaries or affiliates shall be in the Offices’ sole discretion, subject to discretion of the notice Fraud Section and opportunity to respond provisions in Paragraph 16the Office. Any such prosecution may be premised on information provided by the Company or its personnelCompany, Agentsthe Related Entities, their subsidiaries and affiliates, or Agent employeestheir personnel. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices Fraud Section and the Office prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, the Related Entities, or their subsidiaries and affiliates, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees and the Related Entities agree that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees and the Related Entities agree that the statute of limitations as to any violation of federal law the Securities and Commodities Laws that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Fraud Section and the Office are made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. If, during the Term of the AgreementTerm, the Company (a) commits any felony under U.S. United States federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 12 18 and 19 of this Agreement and Attachment C; (e) commits any acts that, had they occurred within the jurisdictional reach of the FCPA, would be a violation of the FCPA; or (ef) otherwise fails to specifically completely perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, New York or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Offices are made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. If, during the Term of the AgreementTerm, the Company (a) ComEd commits any felony under U.S. federal law; (b) ComEd provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with a disclosure of information about individual culpability; (c) ComEd fails to implement a compliance program as set forth in this Agreement and Attachment B; or (d) ComEd otherwise fails to completely perform or fulfill each of its obligations under the Agreement; or if at any time ComEd fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain a compliance program as set forth in Paragraphs 10 through 12 of this Agreement and Attachment C; or (e) otherwise fails to specifically perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become government becomes aware of such a breach after the Term of the Agreement is complete, the Company ComEd shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have government has knowledge, including, but not limited to, the charges conduct described in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the attached Statement of Facts, which may be pursued by the Offices government in the U.S. District Courts Court for the Middle Northern District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Illinois or any other appropriate venue. Determination of whether the Company ComEd has breached the Agreement and whether to pursue prosecution of the Company ComEd shall be in the Offices’ government’s sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company ComEd or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices government prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company ComEd or its subsidiaries, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company ComEd agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company ComEd agrees that the statute of limitations as to any violation of federal U.S. law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the government is made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. If, during the Term of the this Agreement, the Company Company: (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its assurances about disclosure of any violations of U.S. bank fraud, money laundering, or sanctions laws or regulations by the Company or any of its employees known to the Company as of the execution date of this Agreement, and disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 12 Paragraph 9 of this Agreement and Attachment CAgreement; or (e) otherwise fails specifically to specifically perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Columbia or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employeesCompany. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement Agreement, subject to any tolling agreements between the Offices and the Company, may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing execution date of this Agreement and the expiration of the Term of the Agreement plus one (1) year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-time- barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Offices are made aware of the violation or the duration of the Term of the Agreement Term, plus six monthsone year, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. If, during the Term of the AgreementTerm, the Company any defendant: (a) commits any felony under U.S. United States federal law; (b) provides in connection with this Agreement deliberately intentionally false, incomplete, or misleading information; (c) knowingly and materially fails to cooperate as set forth in Paragraphs 5 and 6 7—20 of this Agreement; or (d) otherwise knowingly and materially fails to put into effect or operation, implement, and maintain a compliance program as set forth in Paragraphs 10 through 12 of this Agreement and Attachment C; or (e) otherwise fails to specifically completely perform or to fulfill completely each of the Company’s his obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company that defendant shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of FloridaColumbia, or any other appropriate venue. Determination of whether the Company a defendant has knowingly and materially breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the attached Factual Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement Agreement, subject to any tolling agreements between the Offices and the defendants, may be commenced against the Company defendants, notwithstanding the expiration of the statute of limitations limitations, between the signing execution date of this Agreement and the expiration of the Term of the Agreement plus one (1) year. Thus, by signing this Agreement, each of the Company agrees defendants agree that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees defendants agree that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Offices are made aware of the violation or the duration of the Term of the Agreement Term, plus six monthsone year, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. If, during the Term of the this Agreement, the Company (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 9 and 10 through 12 of this Agreement and Attachment C; or (e) fails to retain a Monitor as set forth in Paragraph 11 of this Agreement; (f) commits any acts that, had they occurred within the jurisdictional reach of the FCPA, would be a violation of the FCPA; or (g) otherwise fails specifically to specifically perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information Complaint described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices in the U.S. District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, New Jersey or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its OCA or their personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees and OCA agree that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six months. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for the duration of the Term of the Agreement plus six months, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitationsone year.

Breach of the Agreement. If, during the Term of the this Agreement, the Company Department determines, in its sole discretion, that Tyson (aincluding TdM or any of Tyson’s wholly-owned subsidiaries) commits has committed any felony under U.S. federal lawlaw subsequent to the signing of this Agreement; (b) provides in connection with this Agreement has, at any time, provided deliberately false, incomplete, incomplete or misleading information; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain a compliance program as set forth in Paragraphs 10 through 12 of this Agreement and Attachment C; or (e) has otherwise fails to specifically perform or to fulfill completely each of the Company’s obligations under breached the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company Tyson shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have Department has knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts, which may be pursued by the Offices in the U.S. District Courts for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employeesTyson. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Tyson notwithstanding the expiration of the statute of limitations between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company Tyson agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term plus one year. In the event that the Department determines that Tyson has breached this Agreement: a. All statements made by or on behalf of Tyson to the Department or to the Court, including the attached Statement of Facts, and any testimony given by Tyson before a grand jury or any tribunal, at any legislative hearings whether prior or subsequent to this Agreement, or any leads derived from such statements or testimony, shall be admissible in evidence in any and all criminal proceedings brought by the Department against Tyson (including Tyson de Mexico or any of Tyson’s wholly-owned subsidiaries); and x. Xxxxx shall not assert any claim under the United States Constitution, Rule 11(f) of the Agreement plus six months. In additionFederal Rules of Criminal Procedure, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term Rule 410 of the Agreement Federal Rules of Evidence, or any other federal rule, that statements made by or on behalf of Tyson prior or subsequent to this Agreement, and any leads derived therefrom, should be suppressed. The decision whether conduct or statements of any individual will be tolled from the date upon which the violation occurs imputed to Tyson for the duration purpose of determining whether Tyson has violated any provision of this Agreement shall be in the sole discretion of the Term of the Agreement plus six months, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitationsDepartment.

Breach of the Agreement. If, during the Term of the this Agreement, the Company (a) commits any felony under U.S. federal law; law subsequent to the signing of this Agreement, (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; , (c) fails to cooperate as set forth in Paragraphs 5 and 5-6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 9-10 through 12 of this Agreement and Attachment C; or (e) otherwise fails specifically to specifically perform or to fulfill completely each and every one of the Company’s obligations under the Agreement, regardless of the Department shall determine, in its sole discretion, whether the Offices become aware of such a breach after Company has breached the Term of Agreement. If the Agreement is completeDepartment determines that the Company has breached the Agreement, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have Department has knowledge, including, including but not limited to, the charges in the Information described in in. Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Department in the U.S. District Courts Court for the Middle Western District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Texas or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employeesCompany. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices Department prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company notwithstanding the expiration of the statute of limitations between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six months. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for the duration of the Term of the Agreement plus six months, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitationsone year.

Breach of the Agreement. If, during the Term of the AgreementTerm, the Company Company: (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 9 and 10 through 12 of this Agreement and Attachment C; or (e) commits any acts that, had they occurred within the jurisdictional reach of the FCPA, would be a violation of the FCPA; or (f) otherwise fails specifically to specifically perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 above and charges that arise from the conduct set forth in the Statement of Facts, which may be pursued by the Offices in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, New York or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Offices are made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. If, during the Term of the Agreement, the Company Term: (a) the Company commits any felony under U.S. United States federal law; (b) the Company provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) the Company fails to cooperate as set forth in Paragraphs 5 6 and 6 7 of this Agreement; (d) the Company fails to put into effect or operation, implement, and maintain a implement an effective compliance program as set forth in Paragraphs 10 through 12 of this Agreement and Attachment C; or (e) the Company otherwise fails to specifically completely perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become Office becomes aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices Office may have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Office in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, New Jersey or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ Office’s sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company Company, its affiliates, or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices Office prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations between the signing of this Agreement and the expiration of the Term of the Agreement plus one yearlimitations. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six months. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for the duration of the Term of the Agreement plus six months, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitationsTerm.

Breach of the Agreement. If, during the Term of the AgreementTerm, the Company (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 9 and 10 through 12 of this Agreement and Attachment C; or (e) commits any acts that, had they occurred within the jurisdictional reach of the FCPA, would be a violation of the FCPA; or (f) otherwise fails specifically to specifically perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become Fraud Section becomes aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have Fraud Section has knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Fraud Section in the U.S. District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Columbia or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ Fraud Section’s sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices Fraud Section prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement Agreement, including the conduct identified in the 2012 DPA, may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Fraud Section is made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. If, during the Term of the AgreementTerm, the Company (a) the Company commits any felony under U.S. federal law; (b) the Company or RTX provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) the Company or RTX fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails the Company and RTX fail to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 12 14 and 15 of this Agreement and Attachment C; or (e) the Company commits any acts that, had they occurred within the jurisdictional reach of the FCPA, would be a violation of the FCPA; (f) the Company commits any acts that, had they occurred within the jurisdictional reach of the AECA, would be a willful violation of ITAR regulations relating to engaging in the business of brokering activities with respect to a defense article or defense service; or (g) the Company or RTX otherwise fails to specifically completely perform or to fulfill completely each of the Company’s or RTX’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company or RTX shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices in the U.S. District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, New York or any other appropriate venue. Determination of whether the Company or RTX has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, AgentsRTX, or Agent employeesthe personnel of any of the foregoing. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company or RTX, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees and RTX agree that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees and RTX agree that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Offices are made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. If, during the Term of the AgreementTerm, the Company LUMBER LIQUIDATORS (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 11 and 12 of this Agreement and Attachment C; (e) commits any acts that, had they occurred within the jurisdictional reach of the United States, would be a violation of anti-fraud, reporting, or books and records provisions of the federal securities laws; or (ef) otherwise fails to specifically completely perform or to fulfill completely each of the Company’s obligations under the this Agreement, regardless of whether the Offices become United States becomes aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have United States has knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices United States in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Virginia or any other appropriate venue. Determination of whether the Company has breached the this Agreement and whether to pursue prosecution of the Company shall be in the OfficesUnited States’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices United States prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company by the United States, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled as to the United States for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled as to the United States from the date upon which the violation occurs for until the earlier of the date upon which the United States is made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. If, during the Term of the AgreementTerm, the Company Bank (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 6 and 6 7 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 16 through 12 18 of this Agreement and Attachment C; or (e) otherwise fails to specifically completely perform or to fulfill completely each of the CompanyBank’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company Bank shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices in the U.S. District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, New York or any other appropriate venue. Determination of whether the Company Bank has breached the Agreement and whether to pursue prosecution of the Company Bank shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company Bank or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Bank, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company Bank agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company Bank agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Offices are made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. If, during the Term of the AgreementTerm, the Company (a) commits the Company or the Related Entities commit any felony under U.S. federal law; (b) provides the Company or the Related Entities provide in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with their disclosure of information about individual culpability; (c) fails the Company, the Related Entities, or their subsidiaries and affiliates fail to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails the Company and the Related Entities fail to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 12 19-20 of this Agreement and Attachment C; or (e) the Company or the Related Entities otherwise fails fail to specifically completely perform or to fulfill completely each of the Company’s their obligations under the Agreement, regardless of whether the Offices become Fraud Section and the Officebecome aware of such a breach after the Term of the Agreement is complete, the Company Company, the Related Entities, and their subsidiaries and affiliates shall thereafter be subject to prosecution for any federal criminal violation of which the Offices Fraud Section and the Office have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Fraud Section and the Office in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Connecticut or any other appropriate venue. Determination of whether the Company has or the Related Entities have breached the Agreement and whether to pursue prosecution of the Company Company, the Related Entities, or their subsidiaries or affiliates shall be in the Offices’ sole discretion, subject to discretion of the notice Fraud Section and opportunity to respond provisions in Paragraph 16the Office. Any such prosecution may be premised on information provided by the Company or its personnelCompany, Agentsthe Related Entities, their subsidiaries and affiliates, or Agent employeestheir personnel. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices Fraud Section and the Office prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, the Related Entities, or their subsidiaries and affiliates, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees and the Related Entities agree that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees and the Related Entities agree that the statute of limitations as to any violation of federal law the Securities and Commodities Laws that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Fraud Section and the Office are made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. If, If during the Term of the this Agreement, the Company (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 11 and 12 of this Agreement and Attachment CB; or (e) otherwise fails specifically to specifically perform or to fulfill completely each of the Company’s obligations under the this Agreement, regardless of whether the Offices become this office becomes aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have this office has knowledge, including, but not limited to, the charges contained in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices this office in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Texas or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ this office’s sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employeesCompany. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices this office prior to the date on which this Agreement was signed that is not time-barred by the applicable statute statutes of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute any statutes of limitations between the signing of this Agreement and the expiration of the Term of the Agreement Term, plus one year. Thus, by signing this Agreement, the Company agrees that the statute statutes of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the duration date upon which this office is made aware of the Term of the Agreement plus six months, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitationsviolation.

Breach of the Agreement. If, during the Term of the AgreementTerm, the Company (a) the Company commits any felony under U.S. federal law; (b) b)the Company provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails the Company or its subsidiaries and affiliates fail to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) the Company fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 12 21-22 of this Agreement and Attachment C; or (e) the Company and its subsidiaries and affiliates otherwise fails fail to specifically completely perform or to fulfill completely each of the Company’s their obligations under the Agreement, regardless of whether the Offices become Fraud Section becomes aware of such a breach after the Term of the Agreement is complete, the Company and its subsidiaries and affiliates shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have Fraud Section has knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Fraud Section in the U.S. United States District Courts Court for the Middle Northern District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Texas or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company and its subsidiaries and affiliates shall be in the Offices’ Fraud Section’s sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or Company, its personnel, Agentssubsidiaries and affiliates, or Agent employeestheir personnel. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices Fraud Section prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, or its subsidiaries and affiliates, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of U.S. federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Fraud Section is made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. If, during the Term of the AgreementTerm, the Company (a) the Company commits any felony under U.S. federal law for which it is liable under U.S. law; (b) the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates commits any felony under U.S. federal law involving an FX transaction executed in connection with a related corporate transaction or pursuant to a representation of confidentiality; (c) the Global Markets business of the Company, of its subsidiaries, or of its majority-owned and controlled affiliates in the New York, London, or Hong Kong metropolitan areas commits any felony under U.S. federal law; (bd) the Company provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (ce) the Company fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (dt) the Company fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 11 and 12 of this Agreement and Attachment C; or (eg) the Company otherwise fails to specifically completely perform or to fulfill completely each of the Company’s 's obligations under the Agreement, regardless of whether the Offices become Fraud Section becomes aware of such a breach after the Term of the Agreement is complete, the Company and its subsidiaries and majority-owned and controlled affiliates shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have Fraud Section has knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Fraud Section in the U.S. District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, ofNew York or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ Fraud Section's sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company Company, its subsidiaries and majority-owned and controlled affiliates, or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the attached Statement of Facts Facts, Attachment A-1, or relating to conduct known to the Offices Fraud Section prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company or HBEU, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution of HSBC Holdings pie or HBEU that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In additionxxxxxx�n, the Company agrees that the statute of limitations oflimitations as to any violation of U.S. federal criminal law that occurs during in the Term Global Markets business of the Agreement will be tolled from the date upon which the violation occurs for the duration of the Term of the Agreement plus six monthsCompany, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.its subsidiaries, or

Breach of the Agreement. If, during the Term of the AgreementTerm, the Company (a) commits any felony under U.S. United States federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 12 17 and 18 of this Agreement and Attachment C; (e) commits any acts that, had they occurred within the jurisdictional reach of the United States, would constitute a violation of U.S. federal law; or (ef) otherwise fails to specifically completely perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, New York or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Offices are made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. If, during the Term of the AgreementTerm, the Company Company: (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 9 and 10 through 12 of this Agreement and Attachment C; or (e) otherwise fails to specifically completely perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices Fraud Section or the Office become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices Fraud Section or the Office have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Fraud Section or the Office in the U.S. District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Indiana or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ Fraud Section’s and the Office’s sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices Fraud Section or the Office prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Fraud Section or the Office is made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.