Common use of Compliance with Anti-Bribery Laws Clause in Contracts

Compliance with Anti-Bribery Laws. The Company has not made any contribution or other payment, or offered to make such contribution or payment, to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company nor any of its affiliates, nor any directors, officers, agents, employees or other Persons acting on behalf of the Company or any of its affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company or any of its affiliates does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other similar applicable law of any other jurisdiction, including laws of any jurisdiction in which the Company or its affiliates operate their business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and its affiliates have instituted and have maintained, and will continue to maintain, as applicable, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; neither the Company nor any of its affiliates will directly or indirectly use the proceeds of the Common Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company or its affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other Persons acting or purporting to act on their behalf.

Compliance with Anti-Bribery Laws. The Company has not made any contribution or other paymentIn carrying out its responsibilities under this Agreement, or offered to make such contribution or paymentSupplier shall comply with all applicable anti-bribery laws, to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company nor any of its affiliates, nor any directors, officers, agents, employees or other Persons acting on behalf of the Company or any of its affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company or any of its affiliates does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of including the U.S. Foreign Corrupt Practices Act of 1977, as amended, (collectively hereinafter the U.K. Bribery Act 2010(“FCPA”) and anti-bribery laws in the countries where Supplier has its principal place of business and where it conducts activities under this Agreement. (a) Supplier warrants and represents to Kala that, in carrying out its responsibilities under this Agreement, neither Supplier nor any of its officers, directors, employees or other representatives will pay, offer or promise to pay, or authorize the payment of, any other similar applicable law of money, or give or promise to give, or authorize the giving of, any other jurisdiction, including laws of any jurisdiction in which the Company or its affiliates operate their business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift services or anything else of value, either directly or indirectlythrough a third party, to any Person while knowing official or employee of any governmental authority or instrumentality, or of a public international organization, or of any agency or subdivision thereof, or to any political party or official thereof or to any candidate for political office corruptly for the purpose of: (i) influencing any act or decision of that all person in his official capacity, including a decision to fail to perform his/her official functions with such governmental agency or some portion of the money instrumentality or value will be offered, given such public international organization or promised such political party; (ii) inducing such person to anyone use his/her influence with such governmental agency or instrumentality or such public international organization or such political party to improperly affect or influence official action, to obtain any act or retain business decision thereof; or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and its affiliates have instituted and have maintained, and will continue to maintain, as applicable, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and securing any improper advantage. (b) If Supplier fails to inform Kala of any material event affecting its ability to comply with this representation and warranty; neither the Company nor FCPA or other applicable anti-bribery laws, or breaches any of its affiliates will directly or indirectly use the proceeds of the Common Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to covenants set forth in clause (iiia) above; there are: Kala, and at its sole discretion, shall have been, no allegations, investigations or inquiries with regard the right to a potential violation of any Anti-Bribery Laws by the Company or its affiliates, terminate this Agreement without obligations or any penalty to Supplier. (c) At the request of their respective current or former directorsKala from time to time during the term of this Agreement, officersSupplier shall provide written certification indicating its understanding and acceptance of its obligations to comply with anti-bribery laws, employeesincluding the FCPA. Additionally, stockholdersSupplier will use reasonable efforts to comply with requests for information from Kala, representatives or agentsincluding answering questionnaires and narrowly tailored audit inquiries, or other Persons acting or purporting to act on their behalfenable Kala to ensure compliance with applicable anti-bribery laws, including the FCPA.

Compliance with Anti-Bribery Laws. The Company has not made None of the Company, any contribution of its Subsidiaries or other paymentany of their respective directors or officers, or offered to make such contribution or paymentnor, to any official ofthe knowledge of the Company, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company nor any of its affiliates, nor any directors, officersrepresentatives, agents, employees or other Persons person acting on behalf of and at the direction of the Company or any of its affiliates, Subsidiaries has (i) used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) activity or made or will make any direct or indirect unlawful payment to any foreign or domestic government official or employeeemployee from corporate funds; none of the Company, its Subsidiaries and any of their respective officers, directors, supervisors or managers, or to the knowledge of the Company, any employee of its affiliates, agents, employees or agent other person acting on behalf of a private entity with which and at the direction of the Company or any of its affiliates does Subsidiaries, has violated any applicable anti-bribery law, rule or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation regulation of any provision of locality, including but not limited to any applicable law law, rule, or regulation implementing promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. United States Foreign Corrupt Practices Act or any other applicable law, rule or regulation of 1977, as amended, the U.K. Bribery Act 2010similar purpose and scope, or any other similar applicable law of any other jurisdictionamendment thereto (collectively, including laws of any jurisdiction in which the Company or its affiliates operate their business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”); the Company and its Subsidiaries have instituted and maintain and will continue to maintain policies and procedures, or were and will continue to be subject to policies and procedures, designed to (ivi) takenensure continued compliance with the Anti-Bribery Laws and (ii) detect the violations of Anti-Bribery Laws; none of the Company or its Subsidiaries will use, is currently taking directly or will take any action indirectly, the proceeds of the offering in furtherance of an offer, payment, gift promise to pay, or authorization of the payment or giving of money, or anything else of value, directly or indirectly, to any Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and its affiliates have instituted and have maintained, and will continue to maintain, as applicable, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to person in (iii) above and with this representation and warranty; neither the Company nor any of its affiliates will directly or indirectly use the proceeds of the Common Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any applicable Anti-Bribery Laws by the Company or its affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other Persons acting or purporting to act on their behalf.Laws;

Compliance with Anti-Bribery Laws. The Company has not made any contribution or other paymentBuyer shall comply with, or offered to make such contribution or paymentand shall ensure that its directors, to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company nor any of its affiliates, nor any directorsmanagers, officers, employees, agents, employees or other Persons acting on behalf of the Company or any of its representatives, affiliates, has (i) used any funds for any unlawful contributionand other associated persons comply with, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company or any of its affiliates does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 19771977 (the “FCPA”), as amendedamended (15 U.S.C. §§78dd-1 et seq.), the U.K. UK Bribery Act 2010, and other applicable anti-bribery or any other similar applicable law of any other jurisdiction, including anti-corruption laws of any jurisdiction in which the Company or its affiliates operate their business, including, in each case, the rules and regulations thereunder (collectively, the “Anti-Bribery Laws”). Buyer and its directors, (iv) takenmanagers, is currently taking or will take any action in furtherance of an officers, employees, agents, representatives, affiliates, and other associated persons shall not make, offer, promise, authorize, or deliver any payment, gift of any kind, or anything else of value, directly or indirectly, to any Person while knowing that all government official or some portion of employee or any other person or entity, including those in the money private or value will be offeredcommercial sector, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and its affiliates have instituted and have maintained, and will continue to maintain, as applicable, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; neither the Company nor any of its affiliates will directly or indirectly use the proceeds of the Common Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person for the purpose of financing influencing any act or facilitating decision of such person or securing an improper advantage to assist Xxxxxx or Buyer or its affiliates in obtaining or retaining business. Buyer represents and warrants that Buyer has not and will not commit any activity act of bribery. Buyer shall impose the compliance requirement set out in this Section 15B in its contracts with affiliates and sub-contractors, if any, pertaining to Xxxxxx and/or the Products. Buyer shall be solely responsible for the performance of any person to whom any rights or obligations under this Agreement are subcontracted, delegated, or assigned and shall ensure that would violate such person complies in full with this Section 15B in the laws same manner as Buyer is required to comply. Buyer hereby acknowledges and regulations referred agrees that any breach of or failure to in (iii) above; there arecomply with this Section 15B shall constitute a material breach of the Agreement and shall be grounds for immediate termination of this Agreement. In such case, Xxxxxx shall have no further obligation to Buyer whatsoever hereunder. Buyer shall protect, indemnify, and have beenhold harmless Xxxxxx and its affiliates from and against any claim, no allegationsdamages, investigations or inquiries with regard liability costs, fees, and expenses (including attorneys’ fees and legal defenses related to such defense), fines, and penalties incurred by Xxxxxx and its affiliates as a potential violation result of any Anti-Bribery Laws by the Company or its affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other Persons acting or purporting to act on their behalfBuyer’s breach.

Compliance with Anti-Bribery Laws. The Company has not made any contribution Other than as set forth in the General Disclosure Package or in other paymentreports publicly filed with the Commission by the Company, or offered to make such contribution or payment, to any official of, or candidate for, any federal, state or foreign office in violation none of any law. Neither (x) the Company nor or any of its affiliatessubsidiaries or (y), nor any directors, officers, employees of the Company, or to the knowledge of the Company, agents, employees controlled affiliates or other Persons persons acting on behalf of the Company or any of its affiliates, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, ; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, to including of any employee government-owned or agent controlled entity or of a private entity with which the Company public international organization, or any person acting in an official capacity for or on behalf of its affiliates does any of the foregoing, or seeks to do business any political party or to foreign party official or domestic candidate for political parties or campaigns, office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions Transactions, or any applicable provision committed an offence under the Xxxxxxx Xxx 0000 of the U.S. Foreign Corrupt Practices Act of 1977, as amended, United Kingdom (the “U.K. Bribery Act 2010Act”), or any other similar applicable law anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other jurisdiction, including laws of any jurisdiction in which the Company or its affiliates operate their businessunlawful benefit, including, in each casewithout limitation, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the or improper payment or benefit. The Company and its affiliates subsidiaries have instituted instituted, maintain and have maintainedenforce, and will continue to maintain, as applicablemaintain and enforce, policies and procedures reasonably designed to promote and achieve ensure compliance with the laws referred to in (iii) above all applicable anti-bribery and with this representation and warranty; neither anti-corruption laws. Neither the Company nor any of its affiliates subsidiaries will use, directly or indirectly use indirectly, any part of the proceeds from the offering of the Common Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to Offered Securities hereunder in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-the FCPA or the U.K. Bribery Laws by the Company or its affiliatesAct, each as may be amended, or similar law of any of their respective current or former directors, officers, employees, stockholders, representatives or agentsother relevant jurisdiction, or other Persons acting the rules or purporting regulations thereunder. 1 NTD: Addition to act on their behalfbe discussed.

Compliance with Anti-Bribery Laws. The Company While under prior management and in relation to activities prior to the enactment of the FCPA, Seller entered into the Consent Order which remains in effect. Seller represents and warrants to Buyer that Seller has not made any contribution complied with the Consent Order with respect to the Company, the Company's business and the Assets, but otherwise makes no warranties, representations or other payment, or offered to make such contribution or payment, covenants with respect to any official ofactions or matters of the kind or type described below in this Section occurring prior to the Consent Order. Subject to the foregoing, and insofar as related to the Company, the Company's business, the Assets, this Agreement or candidate forany actions taken pursuant to or in performance of this Agreement, any federaleach party hereby represents, state warrants and covenants to the other party that neither it (or foreign office in violation of any law. Neither the Company its Affiliates) nor any of its affiliates, nor any directors, officers, agents, employees or other Persons acting on behalf of the Company (or any of its affiliatesAffiliate's) officers, has directors or employees have made or will make, nor will any agent, advisor or consultant of it be directed or authorized to make, directly or indirectly, in violation of the FCPA (or, in the case of Buyer and to the extent Buyer is not subject to the FCPA, in violation of the terms of the OECD Convention or in a manner which would cause Seller or its Affiliates to incur any liability or penalty under the FCPA) any offer, payment, promise to pay, or authorization of any of the foregoing, of money or anything of value to: (a) any foreign official for purposes of: (1) (i) used influencing any funds for any unlawful contribution, gift, entertainment act or other unlawful expense relating to political activitydecision of such foreign official in his official capacity, (ii) made inducing such foreign official to do or omit to do any direct act in violation of the lawful duty of such official, or indirect unlawful payment (iii) securing any improper advantage; or (2) inducing such foreign official to any use his influence with a foreign government or domestic government official or employeeinstrumentality thereof, to affect or influence any employee act or agent decision of a private entity with which the Company such government or instrumentality, in order to assist such party or any of its affiliates does Affiliates in obtaining or seeks retaining business for or with, or directing business to, any Person; (b) any foreign political party or official thereof or any candidate for foreign political office for purposes of: (i) influencing any act or decision of such party, official, or candidate in its or his official capacity, (ii) inducing such party, official, or candidate to do business or omit to foreign do any act in violation of the lawful duty of such party, official, or domestic political parties candidate, or campaigns, (iii) violated securing any improper advantage; or (2) inducing such party, official, or is candidate to use its or his influence with a foreign government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions order to assist such party or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010its Affiliates in obtaining or retaining business for or with, or directing business to, any other similar applicable law Person; or (c) any person, while knowing that all or a portion of any other jurisdictionsuch money or thing of value will be offered, including laws of any jurisdiction in which the Company given or its affiliates operate their business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of valuepromised, directly or indirectly, to any Person while knowing that all foreign official, to any foreign political party or some portion official thereof, or to any candidate for foreign political office, for purposes of: (1) (i) influencing any act or decision of such foreign official, political party, party official, or candidate in his or its official capacity, (ii) inducing such foreign official, political party, party official, or candidate to do or omit to do any act in violation of the money lawful duty of such foreign official, political party, party official, or value will be offered, given candidate; or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and its affiliates have instituted and have maintained, and will continue to maintain, as applicable, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and securing any improper advantage; or (2) inducing such foreign official, political party, party official, or candidate to use his or its influence with this representation and warranty; neither the Company nor a foreign government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in order to assist such party or any of its affiliates will directly Affiliates in obtaining or indirectly use retaining business for or with, or directing business to, any Person. Subject to the proceeds foregoing, Seller hereby represents and warrants to Buyer that the Company has not established or maintained, in violation of the Common Shares FCPA, any fund or lendasset which has not been recorded in the books of the Company. The above representations, contribute or otherwise make available such proceeds warranties and covenants shall not apply to any subsidiaryfacilitating or expediting payment to a foreign official, affiliatepolitical party, joint venture partner or other Person for party official the purpose of financing which is to expedite or facilitating secure the performance of a "routine governmental action", as that term is defined in the FCPA. The term "routine governmental action" does not include any activity that would violate the laws and regulations referred decision by a foreign official whether, or on what terms, to in (iii) above; there are, and have been, no allegations, investigations award new business to or inquiries to continue business with regard to a potential violation of any Anti-Bribery Laws by the Company or its affiliatesparticular party, or any of their respective current action taken by a foreign official involved in the decision-making process to encourage a decision to award new business to or former directorscontinue business with a particular party. All other terms or words used above in this Section which are defined, officersexplained or construed in the FCPA shall have the same meaning as in the FCPA, employees, stockholders, representatives or agents, or other Persons acting or purporting to act on their behalfnotwithstanding that any such term may be defined differently in this Agreement.

Compliance with Anti-Bribery Laws. The Company has not made any contribution or other payment, or offered to make such contribution or payment, to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company Company, nor any of its their respective affiliates, nor any directors, officers, agents, employees or other Persons acting on behalf of the Company or any of its affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company or any of its affiliates does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010Bxxxxxx Xxx 0000, or any other similar applicable law of any other jurisdiction, including laws of any jurisdiction in which the Company or its affiliates operate their business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and its affiliates have instituted and have maintained, and will continue to maintain, as applicable, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; neither none of the Company Company, nor any of its affiliates will directly or indirectly use the proceeds of the Common Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company or its affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other Persons acting or purporting to act on their behalf.

Compliance with Anti-Bribery Laws. The Company has not made any contribution or other payment, or offered to make such contribution or payment, to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company Company, nor any of its their respective affiliates, nor any directors, officers, agents, employees or other Persons acting on behalf of the Company or any of its affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company or any of its affiliates does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010Xxxxxxx Xxx 0000, or any other similar applicable law of any other jurisdiction, including laws of any jurisdiction in which the Company or its affiliates operate their business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and its affiliates have instituted and have maintained, and will continue to maintain, as applicable, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; neither none of the Company Company, nor any of its affiliates will directly or indirectly use the proceeds of the Common Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company or its affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other Persons acting or purporting to act on their behalf.

Compliance with Anti-Bribery Laws. The Company has not made any contribution and the Shareholders are committed to maintaining the highest standards of business conduct and, in furtherance thereof, agree to cooperate in a review of the Company’s business policies and practices with a view to implementing, as promptly as is reasonably practicable, such additional policies and procedures, or changes to existing policies and procedures, as are recommended by the SPE Shareholders in order to prevent the payment of bribes or other payment, corrupt payments or offered to make such contribution or payment, to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company nor any of its affiliates, nor any directors, officers, agents, employees or other Persons acting on behalf of the Company or any of its affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company or any of its affiliates does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other similar applicable law of any other jurisdiction, including laws of any jurisdiction in which inducements by the Company or its affiliates operate subsidiaries or any Person acting on its or their business, including, in each casebehalf. Without limiting the foregoing, the rules Company and regulations thereunder (the “Non-SPE Shareholders agree that the SPE Shareholders may cause the Company and its subsidiaries to adopt policies and procedures that reflect the requirements of and/or best practices under applicable Anti-Bribery Laws”). Each of the Non-SPE Shareholders and Non-SPE Directors shall vote to approve the adoption of such policies and procedures. Each of the Shareholders shall comply, (ivand shall use such Shareholder’s best endeavors to cause the Company and each of such Shareholder’s Affiliates to comply, with all applicable Anti-Bribery Laws relating directly or indirectly to the Company and its subsidiaries. If any of the Shareholders becomes aware that a Government Official has or is likely to have any legal, financial or beneficial interest in this Agreement or the Company, such Shareholder(s) takenwill promptly notify the other Shareholders and the Company in writing. On receipt of a written notice, is currently taking the Shareholders as appropriate will consult together to address concerns under the applicable Anti-Bribery Laws and determine how to resolve those concerns satisfactorily. The Company will establish and implement an anti-bribery policy and procedures providing that neither it nor any Person acting on its behalf or under its control or direction will take make any action in furtherance of an offer, payment, gift offer to pay, promise to pay, or authorize any payment or exchange of money or anything else of value, directly or indirectly, to any Government Official or to any Person while knowing that all owned (legally, beneficially or some portion otherwise) or controlled by any Government Official, or do any of the money following to, with, or value will be offeredin respect of any Government Official or Persons owned or controlled by such Governmental Official (as applicable) (a) make any investments, given (b) provide any loans, guarantees, surety or promised to anyone to improperly influence official actionindemnity, (c) acquire any business or assets, or (d) enter into or participate in any joint venture, collaboration, businesses, opportunities, alliances or enterprises, in order to obtain or retain business for the Company or otherwise to secure any improper advantage for the Company in order to obtain or (v) otherwise made retain business for the Company or to secure any offerimproper advantage for the Company. Due diligence will be performed as appropriate on all third parties who will have dealings with Government Officials to ensure that the Company contracts only with reputable agents, bribe, rebate, payoff, influence payment, unlawful kickback consultants or other unlawful payment; the Company and its affiliates have instituted and have maintained, and will continue to maintain, as applicable, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; neither the Company nor any of its affiliates will directly or indirectly use the proceeds of the Common Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws representatives. Any third party retained by the Company or its affiliatesto provide consulting, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, lobbying or other Persons acting or purporting professional services and assistance and who will deal with Government Officials on behalf of the Company will be required to act on their behalf.sign a non-bribery compliance representation. 22

Compliance with Anti-Bribery Laws. The Company has not made any contribution or other payment, or offered to make such contribution or payment, to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company nor any of its affiliates, nor any directors, officers, agents, employees or other Persons acting on behalf of the Company or any of its affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company or any of its affiliates does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010Bxxxxxx Xxx 0000, or any other similar applicable law of any other jurisdiction, including laws of any jurisdiction in which the Company or its affiliates operate their business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and its affiliates have instituted and have maintained, and will continue to maintain, as applicable, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; neither the Company nor any of its affiliates will directly or indirectly use the proceeds of the Common Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company or its affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other Persons acting or purporting to act on their behalf.

Compliance with Anti-Bribery Laws. The Company has not made any contribution or other paymentSupplier will, or offered to make such contribution or payment, to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company nor any of and will ensure that it and its affiliates, nor and any directors, officers, agents, employees or subcontractors and other Persons third parties acting on its behalf of in connection with this Agreement (collectively the Company or any of its affiliates“Supplier Parties”) will, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity comply with which the Company or any of its affiliates does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. United States Foreign Corrupt Practices Act of 1977, as amendedAct, the U.K. Bribery Act 2010Act, the Criminal Law of the People’s Republic of China, and any analogous laws or regulations existing in any other similar country or region, as applicable law of any other jurisdiction(collectively, including laws of any jurisdiction in which the Company or its affiliates operate their business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) takenin connection with the performance of Supplier’s services and obligations under this Agreement. None of Supplier or its affiliates, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectlyor, to Supplier’s knowledge, any Person while knowing that all or some portion of the money or value will be offeredother Supplier Party, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and its affiliates have instituted and have maintained, and will continue to maintain, as applicable, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; neither the Company nor any of its affiliates will has directly or indirectly use made any bribes, rebates, payoffs, influence payments, kickbacks, illegal payments, illegal political contributions, or other payments, in the proceeds form of cash, gifts, or otherwise, or otherwise taken any other action, in violation of the Common Shares Anti-Bribery Laws. To Supplier’s knowledge, no Supplier Party is or lendhas been the subject of any investigation or inquiry by any governmental authority with respect to potential violations of Anti-Bribery Laws. In connection with this Agreement, contribute Supplier will not make, offer, or otherwise make available such proceeds to authorize any subsidiarypayment, affiliatemoney, joint venture partner gift, fee, commission, remuneration, or other Person thing of value to or for the benefit of any third party in order to influence an act or decision of the third party or for the purpose of financing assisting any party to this Agreement, or facilitating any activity that would violate its affiliates, in obtaining or retaining business or for the laws and regulations referred to purpose of securing an improper advantage, or otherwise in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by Laws. Suppler shall cooperate with Buyer as necessary to enable Buyer to monitor and audit the Company or its affiliates, or any Supplier Parties’ performance under this Agreement for purposes of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other Persons acting or purporting to act on their behalfensuring compliance with applicable Anti-Bribery Laws.