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

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities or their respective affiliates, nor any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities or their respective affiliates, nor any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his or her lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. Neither (a) None of the Company nor Borrower, its Subsidiaries, or to the knowledge of Borrower or any of its Controlled Entities or Subsidiary, their respective affiliatesdirectors, nor any directorofficers, officer or employee thereof noragents, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment employees or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity persons that act for or on behalf of the Borrower or its Subsidiaries (individually and collectively, “Borrower Representative”) has taken any of act that would violate the foregoingU.S. Foreign Corrupt Practices Act, the UK Bribery Act, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, law (collectively, the “Anti-Corruption Laws”); and . (b) Without limiting the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have institutedforegoing, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with none of the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body Borrower or any arbitrator involving the Company Subsidiary, or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due Borrower or any Subsidiary, any Borrower Representative has offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Authority, quasi-governmental authority, public international organization, to any political party or official thereof, or to any candidate for political office (individually and careful inquirycollectively, threatened“Government Official”) or to any person under circumstances where the Borrower, its Subsidiaries or Borrower Representatives knew or had reason to know or believe that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any person, in each case for the purpose of (i) influencing any act or decision of such person in his official capacity as a Government Official, (ii) inducing such person to perform or omit to perform any activity related to his legal duties, (iii) securing any improper advantage, or (iv) inducing such person to influence or affect any act or decision of any Governmental Authority, quasi-governmental authority, public international organization, in each case, in order to assist the Borrower, its Subsidiaries or any Borrower Representatives in obtaining or retaining business for or with, or in directing business to, the Borrower or any other person.

Compliance with Anti-Corruption Laws. Neither None of the Company nor Company, or any Subsidiary or any of its Controlled Entities or their respective affiliatesdirectors, nor any directorofficers, officer or employee thereof noremployees, or, to the knowledge of the Company’s knowledge, any affiliate, agent or representative representatives of the Company or any Subsidiary, or other person acting on behalf of any of its Controlled Entities or their respective affiliates, has the Company and the Subsidiaries: (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder,) and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, indirectly to any “foreign or domestic (a) government official” , (including any officer, director b) government employee or employee of a government or government-owned or controlled entity or of a public international organization, or (c) any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or party official or any candidate for any political office) , in each case in order to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other secure an improper advantage; (iiiiv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitationany bribe, any rebate, payoffpay-off, influence payment, kickback kick-back or other unlawful or improper payment or benefit; or (ivv) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); . The Company and the Company and Subsidiaries and, to the knowledge of the Company, its Controlled Entities and other affiliates have conducted their businesses in compliance with Antiall applicable anti-Corruption Laws corruption and anti-bribery laws. The Company and the Subsidiaries have instituted, maintained and enforced, instituted and will continue to maintain and enforcemaintain, policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws therewith and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.;

Compliance with Anti-Corruption Laws. Neither the Company nor any of its the Controlled Entities or their respective affiliates, nor any director, officer or employee thereof nor, to the Company’s best knowledge, any agent or representative of the Company or of any of its the Controlled Entities or their respective affiliates, has (iA) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiB) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iiiC) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (ivD) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, laws (collectively, the “Anti-Corruption Laws”); and the Company and its the Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its the Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the Company’s best knowledge of the Company after due and careful inquiryknowledge, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its the Controlled Entities or their respective affiliatesEntities, nor any director, officer or employee thereof thereof, nor, to the Company’s knowledge, any agent employee, agent, representative, affiliate or representative other person associated with or acting on behalf of the Company or of any of its the Controlled Entities or their respective affiliatesEntities, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken or will make or take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the paymentpayment or benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office); (iii) to induce such government official to do violated or omit to do any act is in violation of his lawful dutiesany provision of the U.S. Foreign Corrupt Practices Act of 1977, influence official action as amended, or secureany applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, obtain or retain business committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any other improper advantageapplicable anti-bribery or anti-corruption laws (collectively, the “Anti-Corruption Laws”); or (iiiiv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); . The Company and the Company and its Controlled Entities and their respective affiliates have conducted their businesses in compliance with all applicable Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve ensure compliance with such laws and with the representations and warranties contained herein; no . No investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its the Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiryCompany, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities Subsidiaries or their respective affiliates, nor any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Entities Subsidiaries or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the Norwegian Penal Code, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC, or any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, laws (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities Subsidiaries and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities Subsidiaries with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiryCompany, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Subsidiaries and Consolidated Affiliated Entities or their respective affiliates, nor any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Subsidiaries and Consolidated Affiliated Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other secure an improper advantage; (iii) taken any action, directly or indirectly, that would result in a violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Subsidiaries and Consolidated Affiliated Entities and affiliates have conducted their businesses in compliance with Antiapplicable anti-Corruption Laws corruption laws and have instituted, instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any Licensee agrees, on behalf of itself, its officers, directors and employees and on behalf of its Controlled Entities Affiliates, and authorized agents, authorized representatives, authorized consultants, Sublicensees and subcontractors (together with Licensee, the “Licensee Representatives”) that for the performance of its obligations hereunder: 10.3.1 As soon as practicable following the Effective Date, the Licensee shall, and shall cause its Affiliates to adopt and implement rules and policies regarding anti-bribery or anti-corruption issues and a code of conduct (including a written travel and entertainment policy) each substantially in the form and substance attached hereto as Schedule 10.3.1 and consistent with global best practices (the “Anti-Corruption Policies”), with the understanding that such Anti-Corruption Policies will forbid the Licensee and each Affiliate and their respective affiliatesagents and representatives from promising, nor authorizing or making any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to paypayment to, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else otherwise contributing any item of value, directly or indirectly, to any “government official” (Third Party, including any officerGovernment Official, director or employee of a government or government-owned or controlled entity or of a public international organizationin each case, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful dutiesthe Anti-Corruption Laws or the Anti-Corruption Policies. 10.3.2 Licensee and other Licensee Representatives has, and shall comply with the Anti-Corruption Laws and the Anti-Corruption Policies, and shall not take any action that will, or would reasonably be expected to, cause either Party (or its Affiliates) to be in violation of any such laws, policies or code. 10.3.3 The Licensee Representatives shall not directly or indirectly pay, offer or promise to pay, or authorize the payment of any money, or give, offer or promise to give, or authorize the giving of anything else of value, to: (a) any Government Official in order to influence official action or secureinaction; (b) any Person (whether or not a Government Official) (1) to influence such Person to act in breach of a duty of good faith, obtain impartiality or retain business trust (“Acting Improperly”), (2) to reward such Person for Acting Improperly, or (3) where such Person would be Acting Improperly by receiving the money or other thing of value; (c) any other Person while knowing or having a reason to know that all or any portion of the money or other improper advantage; (iii) madething of value will be paid, offered, agreedpromised or given to, requested or taken an act in furtherance of any unlawful bribe or other unlawful will otherwise benefit, including, without limitation, a Government Official in order to influence official action or inaction for or against either Party in connection with the matters that are the subject of this Agreement; or (d) any rebate, payoff, influence payment, kickback Person to reward that Person for Acting Improperly or other unlawful or improper payment or benefit; or (iv) will useto induce that Person to Act Improperly. 10.3.4 The Licensee Representatives shall not, directly or indirectly, the proceeds solicit, receive or agree to accept any payment of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, money or anything else of value, to any person value in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”). 10.3.5 Licensee shall promptly provide XENCOR with written notice of the following events: (a) Upon becoming aware of any breach or violation by Licensee or any Licensee Representative of any representation, warranty or undertaking set forth in Sections 10.3.1 through 10.3.4 above; and or (b) Upon receiving a formal notification that it is the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with target of a formal investigation by a Government Authority for any violation of Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or upon receipt of information from any of its Controlled Entities with respect to the Licensee Representatives that any of them is the target of a formal investigation by a Government Authority for any violation of Anti-Corruption Laws is pending orLaws. 10.3.6 XENCOR may disclose the terms of this Agreement or any action taken under this Section 10.3.6 to prevent a potential violation or continuing violation of applicable Anti-Corruption Laws, including the identity of Licensee and the payment terms, to the best knowledge any Government Authority if XENCOR determines, upon advice of the Company after due and careful inquirycounsel, threatenedthat such disclosure is necessary.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities or their respective affiliatesSubsidiaries, nor any directordirector or officer of the Company or any of its Subsidiaries, officer or employee thereof acting in their capacity as such, nor, to the best of the Company’s knowledge, any agent employee, representative, agent, affiliate or representative other Person acting on behalf of the Company or of any of its Controlled Entities or their respective affiliates, Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken made or taken, or will take any action make or take, an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the indirect unlawful payment, giving or receipt of money, property, gifts gifts, benefit or anything else of value, directly or indirectly, value to any “government official” (including any officer, director foreign or employee of a domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person Person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) , in order to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other secure an improper advantage; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bxxxxxx Xxx 0000 of the United Kingdom, or any applicable law, rule or regulation of the People’s Republic of China (the “PRC”), Hong Kong, or any other applicable anti-bribery or anti-corruption law; (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (ivv) will use, directly or indirectly, indirectly use the proceeds of the offering of the Public Securities by the Company hereunder in furtherance of an offer, payment, promise to pay, or authorization of the payment any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person Person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the law. The Company and its Controlled Entities Subsidiaries and affiliates have conducted their businesses business in compliance with Antiapplicable anti-Corruption Laws bribery and anti-corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce adequate policies and procedures reasonably designed to promote and achieve ensure compliance with such laws all applicable anti-bribery and with the representations and warranties contained herein; no anti-corruption laws. No investigation, action, suit or proceeding proceedings by or before any court or governmental agency, authority or body Governmental Entity or any arbitrator involving the Company or any of its Controlled Entities the Subsidiaries with respect to the Antianti-Corruption Laws bribery or anti-corruption laws is pending or, to the best knowledge of the Company after due and careful inquiryCompany, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities Subsidiaries or their respective affiliates, nor any director, officer or employee thereof officer, nor, to the best of the Company’s knowledge, any agent employee, agent, affiliate, or representative of the Company or of any of its Controlled Entities Subsidiaries or their respective affiliates, has (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other secure an improper advantage; (iii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or has committed an offence under the Bribery Act 2010 of the United Kingdom, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any other applicable anti-bribery or anti-corruption laws (collectively, the “Anti-Corruption Laws”); (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (ivv) will use, directly or indirectly, the proceeds of the this offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the . The Company and its Controlled Entities Subsidiaries and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations representation and warranties warranty contained herein; no . No investigation, action, suit or proceeding proceedings by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities the Subsidiaries with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiryCompany’s knowledge, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities Subsidiaries or their respective affiliates, nor any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Entities Subsidiaries or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities Subsidiaries and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained instituted and enforcedmaintained, and will continue to maintain and enforcemaintain, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities Subsidiaries with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiryCompany, threatened.

Compliance with Anti-Corruption Laws. Neither Except as disclosed in the Company Disclosure Letter, since the Reference Date, neither the Company nor any of its Controlled Entities or their respective affiliatesSubsidiaries, nor any director, officer or employee thereof nor, to the Company’s knowledgeKnowledge, any agent officer, director or representative employee of the Company or of any of its Controlled Entities Subsidiaries or their respective affiliatesany other person acting at the direction of the Company, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his or her lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested agreed or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering sale of the Note in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, laws (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities and affiliates Subsidiaries have conducted their businesses in compliance with Anti-Anti- Corruption Laws in all material respects and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to has established and maintains the Anti-Anti- Corruption Laws compliance policy which is pending or, to made publicly available by the best knowledge of the Company after due and careful inquiry, threatenedCompany.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Subsidiaries and Affiliated Entities or their respective affiliates, nor any directordirector or officer thereof, officer or employee thereof nor, nor, to the Company’s best knowledge, any employee, agent or representative of the Company or of any of its Controlled Subsidiaries or Affiliated Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action action, or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) and neither the Company nor its Subsidiaries and Affiliated Entities will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, laws (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Subsidiaries and Affiliated Entities and their respective affiliates have conducted their businesses in compliance with applicable Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator Governmental Authority involving the Company or any of its Controlled Subsidiaries and Affiliated Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, or threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Subsidiaries and Consolidated Affiliated Entities or their respective affiliates, nor any director, director or officer or employee thereof nor, to the Company’s knowledge, any employee, agent or representative of the Company or of any of its Controlled Subsidiaries and Consolidated Affiliated Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” official (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) (“Governmental Official”) to induce such government official Government Official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Subsidiaries and Consolidated Affiliated Entities and their respective affiliates have conducted their businesses in compliance with Antiapplicable anti-Corruption Laws corruption laws and have instituted, maintained and enforced, enforced and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities Subsidiaries or their respective affiliatesAffiliated Entities, nor any director, director or officer or employee thereof nor, to the Company’s knowledgeKnowledge, any agent employee, agent, affiliate or representative of the Company or of any of its Controlled Entities Subsidiaries or their respective affiliatesAffiliated Entities, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his or her lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering sale of the Note in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, laws (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Subsidiaries and Affiliated Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforcedimplemented, and will continue to maintain and enforceimplement, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened. .

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Subsidiaries and Affiliated Entities or their respective affiliates, nor any director, officer officer, or employee thereof employee, nor, to the Company’s knowledge, any agent agent, representative or representative other person associated with or acting on behalf of the Company or of any of its Controlled Subsidiaries and Affiliated Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other secure an improper advantage; (iii) violated or is in violation of any applicable provision of the Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, the Criminal Law of China or the PRC Anti-Unfair Competition Law, in each case as amended from time to time, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any improper rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Subsidiaries and Affiliated Entities and their respective affiliates have conducted their businesses in compliance with Antiapplicable anti-Corruption Laws corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its the Controlled Entities or their respective affiliatesEntities, nor any director, officer or employee thereof thereof, nor, to the Company’s knowledge, any agent agent, representative, affiliate or representative other person associated with or acting on behalf of the Company or of any of its the Controlled Entities or their respective affiliatesEntities, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken or will make or take any action in furtherance of an unlawful offer, payment, promise to pay, or authorization or approval of the paymentunlawful payment or benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office); (iii) to induce such government official to do violated or omit to do any act is in violation of his lawful dutiesany provision of the U.S. Foreign Corrupt Practices Act of 1977, influence official action as amended, or secureany applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, obtain or retain business committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any other improper advantageapplicable anti-bribery or anti-corruption laws (collectively, the “Anti-Corruption Laws”); or (iiiiv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); . The Company and the Company and its Controlled Entities and their respective affiliates have conducted their businesses in compliance with all applicable Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve ensure compliance with such laws and with the representations and warranties contained herein; no investigation. No investigation (to the knowledge of the Company), action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its the Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiryCompany, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its the Controlled Entities or their respective affiliatesEntities, nor any director, officer or employee thereof thereof, nor, to the knowledge of the Company’s knowledge, any agent agent, affiliate, representative or representative other person acting for or on behalf of the Company or of any of its the Controlled Entities or their respective affiliates, affiliates (A) has (i) used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiB) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) Government Official to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or securesecure an improper advantage in violation of, obtain as applicable, the U.S. Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, the Anti-Unfair Competition Law of the PRC, or retain business the Criminal Law of the PRC, in each case as amended from time to time, or any other improper advantageapplicable anti-corruption or anti-bribery laws (collectively, the “Anti-Corruption Laws”); (iiiC) made, offered, agreed, requested has taken or taken an act will take any action in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitpayment; or (ivD) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); . The Company and the Company and its Controlled Entities and their respective affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such applicable laws and with the representations representation and warranties warranty contained herein; no . No investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its the Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiryCompany, threatened.

Compliance with Anti-Corruption Laws. Neither 19.1 Each Party represents that, in relation to the Company nor any performance of the Purchase Order, at the signing date and at all times in the performance of these obligations under the Purchase Order: (i) it and all of its Controlled Entities employees, directors, officers or their respective affiliatesother representatives are in compliance with all applicable anti-corruption laws and regulations; (ii) it and all of its employees, nor directors, officers or other representatives, has not committed and it shall not commit bribery of a public official or any director, officer or private person including the employee thereof nor, to the Company’s knowledge, any agent or representative of the Company other Party and it has not paid, offered, promised or of any of its Controlled Entities agreed to pay or their respective affiliatesgive and shall not pay, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise or agree to pay, pay or authorization or approval of the payment, giving or receipt of money, property, gifts or to give anything else of value, either directly or indirectly, gifts and hospitality, or in any forms of a voluntary, irrevocable transfer of assets made to a public official or any “government official” private person (including any officerthe employee or representative of the other Party) for the purpose of illegally influencing an actor decision in that public official’s official capacity or such private person’s capacity, director or employee of illegally inducting that public official or such private person to use his/her influence with a government or government-owned illegally inducting such private person, to assist any Party in illegally obtaining or controlled entity retaining business for or of a public international organizationwith, or advantage or as an incentive for an action which is illegal or a breach of trust or for inappropriate situations; (iii) it and all of its employees, directors, officers or other representatives has not accepted any person acting gifts and hospitality, where gifts and hospitality might entangle its employees, directors, officers or other representatives in an official capacity for bribery, or might be presented as reason to lead to allegations of bribery, or where that independence of judgment of such employees, directors, officers or other representatives involved might be affected; (iv) it has caused and shall cause all of its employees, directors, officers or other representatives engaged in connection with the Supply to abide by the standards of conduct and requirements contemplated in this Clause 20; and (v) it has not and shall not request from any other party nor perform any service or action on behalf of any other party of which it is aware or reasonably anticipates would violate the obligations established in this Clause 20. 19.2 Each Party shall immediately advise the other party if it becomes aware that the representations of this Clause 19, including the content of the foregoingcompliance statement referred to in this Clause 19, are no longer accurate or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatenedcomplete.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities or their respective affiliates, nor any director, officer or employee thereof officer, nor, to the best of the Company’s knowledge, any agent employee, agent, affiliate, or representative of the Company or of any of its Controlled Entities or their respective affiliates, has (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other secure an improper advantage; (iii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or has committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any other applicable anti-bribery or anti-corruption laws (collectively, the “Anti-Corruption Laws”); (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the this offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the . The Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations representation and warranties warranty contained herein; no . No investigation, action, suit or proceeding proceedings by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its the Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiryCompany’s knowledge, threatened.

Compliance with Anti-Corruption Laws. (a) Neither the Company nor any of its Controlled Entities Subsidiaries, nor to the Knowledge of the Company, its shareholders, officers, directors, employees, agents, and anyone active on its or their respective affiliates, nor any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Entities or their respective affiliatesbehalf, has at any time (i) violated, or engaged in any activity, practice or conduct which would violate any Anti-Corruption Law; (ii) used any corporate funds or assets for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken expense, or will take made any action in furtherance of an offerbribe, rebate, payoff, influence payment, promise to paykickback or other unlawful payment; or (iii) directly, or authorization indirectly, offered, promised, paid, given, or approval authorized the payment or giving of the payment, giving or receipt of money, property, gifts money or anything else of value, directly or indirectly, value to any “government official” (including any officerGovernment Official or Person while knowing or having reason to believe that some portion or all of the payment or thing of value would be offered, director or employee of a government or government-owned or controlled entity or of a public international organizationpromised, or any person acting in an official capacity for or on behalf of any of the foregoinggiven, directly, or indirectly to a Government Official or other Person for the purpose of (A) influencing any political party act or party decision of such Government Official or Person in his, her or its official or candidate for political office) to induce such government official business capacity, including a decision to do or omit to do any act in violation of his his, her or its lawful dutiesduties or proper performance functions, or (B) inducing such Government Official or Person to use his, her or its influence official action or secure, position to influence any act or decision in order to obtain or retain business or any other improper advantage; (iii) madefor, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to paydirect business to, or authorization of the payment or giving of moneysecure an improper advantage for, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities Subsidiaries. (b) The Company and each of its Subsidiaries have adopted and maintain adequate policies, procedures and controls to ensure that the Company and its Subsidiaries have complied and are in compliance with respect to the all Anti-Corruption Laws Laws. (c) Neither the Company nor any of its Subsidiaries is pending oror has been the subject of any investigation, inquiry, or enforcement proceeding by any court, governmental, administrative or regulatory body, or any customer regarding any violation or alleged violation of any Anti-Corruption Law, and to the best knowledge Knowledge of the Company after due no such investigation, inquiry or proceeding has been threatened or is pending and careful inquirythere are no circumstances likely to give rise to any such investigation, threatenedinquiry or proceeding.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities Subsidiaries or their respective affiliates, nor any director, director or officer or employee thereof nor, to the Company’s knowledge, any employee, agent or representative of the Company or of any of its Controlled Entities Subsidiaries or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the Norwegian Penal Code, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC, or any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities Subsidiaries and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities or their respective affiliatesSubsidiaries and Affiliated Entities, nor any directordirector or officer thereof, officer or employee thereof nor, to the Company’s knowledge, any agent employee, agent, or representative of the Company or of any of its Controlled Entities or their respective affiliatesSubsidiaries and Affiliated Entities, has (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any (a) officer, director or employee of a government or any government, government-owned or controlled entity or of a instrumentality, or any public international organization, (b) political party official or any candidate for political office, or (c) person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or securesecure an improper advantage in violation of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, obtain the UK Xxxxxxx Xxx 0000, the Criminal Law of China or retain business the PRC Anti-Unfair Competition Law, in each case as amended from time to time, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other improper advantageapplicable anti-bribery or anti-corruption law (collectively, the “Anti-Corruption Laws”); or (iiiii) madehas made or will make any offer, offeredpromise, agreedagreement, requested request or taken an any other act in furtherance of any unlawful bribe or the provision or receipt of any other unlawful benefit, including, without limitation, any improper rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) . The Company and its Subsidiaries and Affiliated Entities, have each conducted their businesses in compliance with applicable Anti-Corruption Laws. Furthermore, none of the Company, the Subsidiaries, and the Affiliated Entities will useuse the proceeds of the offering, directly or indirectly, the proceeds of the offering in furtherance of an any offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. Neither Except for such matters as would not have, and would not reasonably be expected to have, individually or in the Company aggregate, a Material Adverse Effect: (a) None of the Acquired Companies, nor any to the Knowledge of the Sellers anyone acting on its Controlled Entities or their respective affiliates, nor any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Entities or their respective affiliatesbehalf, has since December 31, 2017: (i) violated, or engaged in any activity, practice or conduct which would violate, any Anti-Corruption Law; (ii) used any corporate funds or assets for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken expense, or will take made any action in furtherance of an offerunlawful bribe, rebate, payoff, influence payment, promise to paykickback or other unlawful payment; or (iii) directly, or authorization indirectly through its agents, Representatives or approval any other Person authorized to act on its behalf, offered, promised, paid, given, or authorized the payment or giving of the payment, giving or receipt of money, property, gifts money or anything else of valuevalue (including facilitation payments) to any (1) Government Official; (2) Person; or (3) other Person while knowing or having reason to believe that some portion or all of the payment or thing of value will be offered, promised, or given, directly or indirectly, to any “government official” (including any officera Government Official or other Person, director in order to unlawfully obtain or employee of a government or government-owned or controlled entity or of a public international organizationretain business for, direct business to, or secure an unlawful advantage for, any person acting Acquired Company by (x) influencing any act or decision of such Government Official or such Person in an his, her or its official capacity for or on behalf of any of the foregoingcapacity, or any political party or party official or candidate for political office) to induce such government official including a decision to do or omit to do any act in violation of his his, her or its lawful duties; or (y) inducing such Government Official or such Person to use his, her or its influence official action or secureposition with any Governmental Entity or other Person to influence any act or decision. (b) No ownership interest in the Acquired Companies is directly or indirectly held or controlled by or for the benefit of (i) any Government Official (other than publicly traded stock on a recognized stock exchange), obtain (ii) any Close Family Member of any Government Official or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person Governmental Entity in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”)Law. (c) No Acquired Company, in violation of any Anti-Corruption Law: (i) employs any Government Official or a Close Family Member of any Government Official; or (ii) has a personal, business, or other relationship or association with any Government Official or Close Family Member of any Government Official who may have responsibility for or oversight of any business activities of such Acquired Company. (d) Each Acquired Company has adopted and the Company maintains adequate policies, procedures and its Controlled Entities and affiliates have conducted their businesses in compliance controls to comply with all applicable Anti-Corruption Laws and have institutedin all material respects, maintained and enforced, and will continue to maintain and enforce, including at a minimum policies and procedures reasonably designed relating to promote prevention of bribery, accounting for financial transactions, due diligence on third parties and achieve compliance with such laws and with training of personnel. (e) Since December 31, 2017, none of the representations and warranties contained herein; no Acquired Companies has been the subject of any investigation, actioninquiry, suit or enforcement proceeding by any court, governmental, administrative or before any court or governmental agencyregulatory body, authority or body or any arbitrator involving the Company customer regarding any violation or alleged violation of any of its Controlled Entities with respect to the Anti-Corruption Laws Law, and no such investigation, inquiry or proceeding is pending or, to the best knowledge Knowledge of the Company after due Sellers, threatened and careful inquirythere are no circumstances likely to give rise to any such investigation, threatenedinquiry or proceeding. (f) None of the Acquired Companies is barred or suspended from doing business with any Governmental Entity or has its export privileges revoked or suspended in connection with a violation or alleged violation of any Anti-Corruption Law.

Compliance with Anti-Corruption Laws. Neither the Company Company, its subsidiaries, nor any of its the Controlled Entities or their respective affiliatesEntities, nor any director, officer or employee thereof thereof, nor, to the knowledge of the Company’s knowledge, any agent agent, affiliate or representative of the Company Company, its subsidiaries or of any of its the Controlled Entities or their respective affiliates, has (i) violated or is in violation of any anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977 or any other law, rule or regulation of similar purpose and scope, (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other secure an improper advantage; or (iiiiv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; and the Company, its subsidiaries and the Controlled Entities and their respective affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representations and warranties contained herein. Neither the Company nor any of its subsidiaries or (iv) Controlled Entities will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. Neither the Company such Selling Shareholder nor any of its Controlled Entities or their respective affiliatessubsidiaries, nor any director, officer or employee thereof acting on the behalf thereof, nor, to the Companysuch Selling Shareholder’s knowledgebest knowledge after due inquiry, any affiliate, agent or representative of the Company Such Selling Shareholder or of any of its Controlled Entities or their respective affiliatessubsidiaries, has (iA) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiB) taken or will take any action on behalf of such Selling Shareholder or its subsidiaries in furtherance of an offer, payment, promise to pay, or authorization or approval of the unlawful payment, giving or receipt of unlawful money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, unlawfully influence official action or secure, obtain or retain business or any other improper advantage; (iiiC) made, offered, agreed, requested or taken an act on behalf of such Selling Shareholder or its subsidiaries in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (ivD) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company such Selling Shareholder and its Controlled Entities and affiliates subsidiaries have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company such Selling Shareholder or any of its Controlled Entities subsidiaries with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquirysuch Selling Shareholder’s knowledge, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities or their respective affiliatessubsidiaries and consolidated affiliated entities, nor any director, director or officer or employee thereof nor, to the Company’s knowledge, any employee, agent or representative of the Company or of any of its Controlled Entities or their respective affiliatessubsidiaries and consolidated affiliated entities, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action action, or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, laws (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities subsidiaries and consolidated affiliated entities and their respective affiliates have conducted their businesses in compliance with applicable Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities subsidiaries and consolidated affiliated entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiryCompany, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Subsidiaries and Affiliated Entities or their respective affiliates, nor any directordirector or officer thereof, officer or employee thereof nor, nor, to the Company’s best knowledge, any employee, agent or representative of the Company or of any of its Controlled Subsidiaries and Affiliated Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action action, or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) and neither the Company nor its Subsidiaries and Affiliated Entities will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, laws (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Subsidiaries and Affiliated Entities and their respective affiliates have conducted their businesses in compliance with applicable Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Subsidiaries and Affiliated Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, or threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities or their respective affiliates, nor any director, officer or employee thereof officer, nor, to the best of the Company’s knowledge, any agent employee, agent, affiliate, or representative of the Company or of any of its Controlled Entities or their respective affiliates, has (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other secure an improper advantage; (iii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or has committed an offence under the Bribery Act 2010 of the United Kingdom, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any other applicable anti-bribery or anti-corruption laws (collectively, the “Anti-Corruption Laws”); (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (ivv) will use, directly or indirectly, the proceeds of the this offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the . The Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations representation and warranties warranty contained herein; no . No investigation, action, suit or proceeding proceedings by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its the Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiryCompany’s knowledge, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Subsidiaries and Affiliated Entities or their respective affiliates, nor any director, officer officer, or employee thereof employee, nor, to the Company’s knowledge, any agent agent, representative or representative other person associated with or acting on behalf of the Company or of any of its Controlled Subsidiaries and Affiliated Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other secure an improper advantage; (iii) violated or is in violation of any applicable provision of the Foreign Corrupt Practices Act of 1977, the UK Bxxxxxx Xxx 0000, the Criminal Law of China or the PRC Anti-Unfair Competition Law, in each case as amended from time to time, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any improper rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Subsidiaries and Affiliated Entities and their respective affiliates have conducted their businesses in compliance with Antiapplicable anti-Corruption Laws corruption laws and have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. Neither the (a) No Company nor Entity, its officers, directors, or employees, or any of agents, consultants, distributors, joint venture partners, and other persons acting on its Controlled Entities or their respective affiliatesbehalf, nor any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Entities or their respective affiliates, has have: (i) used violated any corporate funds Anti-Corruption Laws; (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value (including but not limited to cash, gifts, offers of employment, provision of free services, and business meals, job offers, and charitable contributions made at the request of, or for the benefit of, an individual, his or her family, or other relations, even if made to a legitimate charity) to any Government Official or to any person under circumstances where such person knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official: (A) for the purpose of: (1) any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii2) taken unlawfully influencing any act or will take any action decision of such Government Official in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” his official capacity (including a decision to fail to perform his official function); (3) unlawfully inducing such Government Official to do any officer, director act in relation to his lawful duty; (4) unlawfully securing any improper advantage; (5) unlawfully inducing such Government Official to influence or employee affect any act or decision of a any government or government-any department, agency or instrumentality thereof, including any entity or enterprise owned or controlled entity by a government, or of a public international organization, or any person acting other Government Authority; or (6) unlawfully assisting any of the Company Entities in an official capacity obtaining or retaining business for or with a Government Authority, or unlawfully directing business to any of the Company Entities; or (B) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful means of obtaining business or any improper advantage. (b) None of the Company Entities have: (i) received any notice, request or citation alleging actual or potential violation of any Anti-Corruption Laws, or (ii) made a voluntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. (c) No officer or director, or, to the knowledge of the Company, no employee of any Company Entity is a Government Official. (d) No Government Authority, agency or instrumentality thereof, or any Government Official, (i) owns an interest, whether direct or indirect, in any Company Entity or to the Knowledge of the Company (ii) has any legal or beneficial interest in any Company Entity or to any payments made to the Company or Stockholders by Buyer hereunder. (e) None of the Company Entities, nor any representatives of the Company Entities or any other Person acting on behalf of a Company Entity, has made any payments or transfers of value with the foregoingintent, or any political party which have the purpose or party official effect, of engaging in commercial bribery, or candidate for political office) to induce such government official to do acceptance of or omit to do any act acquiescence in violation of his lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback illegal kickbacks or other unlawful or improper payment or benefit; or means of obtaining business. (ivf) will useFor purposes of this Agreement, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”)” means (i) the Foreign Corrupt Practices Act of 1977, as amended, and any rules or regulations thereunder; (ii) the UK Xxxxxxx Xxx 0000; and the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti(iii) any other anti-Corruption Laws and have institutedcorruption and/or anti-bribery laws, maintained and enforcedstatutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and will continue writs of any governmental authority of any jurisdiction that are applicable to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatenedEntity.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities or their respective affiliatesSubsidiaries and Affiliated Entities, nor any director, director or officer or employee thereof nor, to the Company’s knowledgeknowledge after due inquiry, any agent employee, agent, affiliate or representative of the Company or of any of its Controlled Entities or their respective affiliatesSubsidiaries and Affiliated Entities, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, laws (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Subsidiaries and Affiliated Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforcedimplemented, and will continue to maintain and enforceimplement, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. Neither the Company such Selling Shareholder nor any of its Controlled Entities or their respective affiliatessubsidiaries, nor any director, officer or employee thereof nor, to the Company’s knowledgeknowledge of such Selling Shareholder, any affiliate of such Selling Shareholder or agent or representative or other person acting on behalf of the Company such Selling Shareholder or of any of its Controlled Entities subsidiaries or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain secure an improper advantage or retain business or to any other improper advantageperson in violation of any applicable anti-corruption laws; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company such Selling Shareholder and its Controlled Entities and subsidiaries and, to such Selling Shareholder’s knowledge, affiliates have conducted their businesses in compliance with Antiapplicable anti-Corruption Laws corruption laws and have instituted, instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. (a) Neither the Company nor any of its Controlled Entities or their respective affiliatesSubsidiaries, nor to the Knowledge of the Company, any director, officer officer, executive, employee, representative, agent, distributor, consultant or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of anyone acting on its Controlled Entities or their respective affiliatesbehalf, has during the past three (3) years: (i) violated, or engaged in any activity, practice or conduct, which would violate, any Anti-Corruption Law; (ii) used any corporate directly or indirectly, Company funds or assets for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activityexpense, or, directly or indirectly, made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment; (iiiii) taken established or will take any action in furtherance of an offer, payment, promise to paymaintained, or authorization is maintaining, any unlawful fund of corporate monies or approval other properties or made any false, incomplete or misleading entries on any books or records for any purpose; or (iv) directly, or indirectly through its agents, representatives or any other Person authorized to act on its behalf, offered, promised, paid, given or authorized the payment or giving of the payment, giving or receipt of money, property, gifts money or anything else of valuevalue to any: Government Official or Person while knowing or having reason to believe that some portion or all of the payment or thing of value will be offered, promised or given, directly or indirectly, to a Government Official or another Person for the purpose of influencing any “government official” (act or decision of such Government Official or such Person in his, her or its official capacity, including any officer, director or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official decision to do or omit to do any act in violation of his his, her or its lawful dutiesduties or proper performance of functions, or inducing such Government Official or such Person to use his, her or its influence official action or secure, position with any Governmental Authority or other Person to influence any act or decision in order to obtain or retain business or any other improper advantage; (iii) madefor, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to paydirect business to, or authorization of the payment or giving of moneysecure an improper advantage for, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities Subsidiaries; or (v) been (or currently is) under administrative, civil, or criminal investigation, indictment, suspension, debarment or audit (other than a routine contract audit) by any party, in connection with respect to the alleged or possible violations of any Anti-Corruption Laws or applicable Law that prohibit bribery, corruption, fraud, money laundering or other improper payments, or (vi) received written notice from, or made a voluntary disclosure to any Governmental Authority regarding alleged or possible violations of any applicable Law that prohibits bribery, corruption, fraud, money laundering or other improper payments. (b) The Company and each of its Subsidiaries have adopted and maintain adequate policies, procedures and controls to ensure that the Company and its Subsidiaries have complied and are in compliance with all Anti-Corruption Laws, including, at a minimum, policies and procedures relating to prevention of bribery, accounting for financial transactions, due diligence on third parties and training of personnel. (c) Neither the Company nor any of its Subsidiaries is pending oror has been the subject of any investigation, inquiry or Legal Proceeding by any Governmental Authority or any customer regarding any violation or alleged violation of any Anti-Corruption Law, and to the best knowledge Knowledge of the Company after due no such investigation, inquiry or Legal Proceeding has been threatened or is pending and careful inquirythere are no circumstances likely to give rise to any such investigation, threatenedinquiry or Legal Proceeding.

Compliance with Anti-Corruption Laws. Neither the Company nor any Licensee agrees, on behalf of itself, its officers, directors and employees and on behalf of its Controlled Entities Affiliates, and authorized agents, authorized representatives, authorized consultants, Sublicensees and subcontractors (together with Licensee, the “Licensee Representatives”) that for the performance of its obligations hereunder: 9.3.1 As soon as practicable following the Effective Date, the Licensee shall, and shall cause its Affiliates to adopt and implement rules and policies regarding anti-bribery or anti-corruption issues and a code of conduct (including a written travel and entertainment policy) each substantially in the form and substance attached hereto as Schedule 9.3.1 and consistent with global best practices (the “Anti-Corruption Policies”), with the understanding that such Anti-Corruption Policies will forbid the Licensee and each Affiliate and their respective affiliatesagents and representatives from promising, nor authorizing or making any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to paypayment to, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else otherwise contributing any item of value, directly or indirectly, to any “government official” (Third Party, including any officerGovernment Official, director or employee of a government or government-owned or controlled entity or of a public international organizationin each case, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful dutiesthe Anti-Corruption Laws or the Anti-Corruption Policies. 9.3.2 Licensee and other Licensee Representatives has, and shall comply with the Anti-Corruption Laws and the Anti-Corruption Policies, and shall not take any action that will, or would reasonably be expected to, cause either Party (or its Affiliates) to be in violation of any such laws, policies or code. 9.3.3 The Licensee Representatives shall not directly or indirectly pay, offer or promise to pay, or authorize the payment of any money, or give, offer or promise to give, or authorize the giving of anything else of value, to: (a) any Government Official in order to influence official action or secureinaction; (b) any Person (whether or not a Government Official) (1) to influence such Person to act in breach of a duty of good faith, obtain impartiality or retain business trust (“Acting Improperly”), (2) to reward such Person for Acting Improperly, or (3) where such Person would be Acting Improperly by receiving the money or other thing of value; (c) any other Person while knowing or having a reason to know that all or any portion of the money or other improper advantage; (iii) madething of value will be paid, offered, agreedpromised or given to, requested or taken an act in furtherance of any unlawful bribe or other unlawful will otherwise benefit, including, without limitation, a Government Official in order to influence official action or inaction for or against either Party in connection with the matters that are the subject of this Agreement; or (d) any rebate, payoff, influence payment, kickback Person to reward that Person for Acting Improperly or other unlawful or improper payment or benefit; or (iv) will useto induce that Person to Act Improperly. 9.3.4 The Licensee Representatives shall not, directly or indirectly, the proceeds solicit, receive or agree to accept any payment of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, money or anything else of value, to any person value in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”). 9.3.5 Licensee shall promptly provide XENCOR with written notice of the following events: (a) Upon becoming aware of any breach or violation by Licensee or any Licensee Representative of any representation, warranty or undertaking set forth in Sections 9.3.1 through 9.3.4 above; and or (b) Upon receiving a formal notification that it is the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with target of a formal investigation by a Government Authority for any violation of Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or upon receipt of information from any of its Controlled Entities with respect to the Licensee Representatives that any of them is the target of a formal investigation by a Government Authority for any violation of Anti-Corruption Laws is pending orLaws. 9.3.6 XENCOR may disclose the terms of this Agreement or any action taken under this Section 9.3.6 to prevent a potential violation or continuing violation of applicable Anti-Corruption Laws, including the identity of Licensee and the payment terms, to the best knowledge any Government Authority if XENCOR determines, upon advice of the Company after due and careful inquirycounsel, threatenedthat such disclosure is necessary.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its the Controlled Entities or their respective affiliatesEntities, nor any director, officer or employee thereof thereof, nor, to the knowledge of the Company’s knowledge, any agent agent, affiliate, representative or representative other person acting for or on behalf of the Company or of any of its the Controlled Entities or their respective affiliates, affiliates (A) has (i) used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiB) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) Government Official to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or securesecure an improper advantage in violation of the U.S. Foreign Corrupt Practices Act of 1977, obtain the UK Xxxxxxx Xxx 0000, the Anti-Unfair Competition Law of the PRC, or retain business the Criminal Law of the PRC, in each case as amended from time to time, or any other improper advantageapplicable anti-corruption or anti-bribery laws (collectively, the “Anti-Corruption Laws”); (iiiC) made, offered, agreed, requested has taken or taken an act will take any action in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (ivD) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); . The Company and the Company and its Controlled Entities and their respective affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such applicable laws and with the representations representation and warranties warranty contained herein; no . No investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its the Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiryCompany, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its the Controlled Entities or their respective affiliatesEntities, nor any director, officer or employee thereof thereof, nor, to the Company’s knowledge, any agent agent, representative, affiliate or representative other person associated with or acting on behalf of the Company or of any of its the Controlled Entities or their respective affiliatesEntities, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken or will make or take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the paymentpayment or benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office); (iii) to induce such government official to do violated or omit to do any act is in violation of his lawful dutiesany provision of the U.S. Foreign Corrupt Practices Act of 1977, influence official action as amended, or secureany applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, obtain or retain business committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any other improper advantageapplicable anti-bribery or anti-corruption laws (collectively, the “Anti-Corruption Laws”); or (iiiiv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); . The Company and the Company and its Controlled Entities and their respective affiliates have conducted their businesses in compliance with all applicable Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve ensure compliance with such laws and with the representations and warranties contained herein; no . No investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its the Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiryCompany, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities or their respective affiliatesSubsidiaries and Affiliated Entities, nor any directordirector or officer thereof, officer or employee thereof nor, to the best knowledge of the Company’s knowledge, any employee acting on behalf of the Company or any of its Subsidiaries or Affiliated Entities or any agent or representative of the Company or of any of its Controlled Entities or their respective affiliatesSubsidiaries and Affiliated Entities, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action action, or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) and neither the Company nor its Subsidiaries and Affiliated Entities will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, laws (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Subsidiaries and Affiliated Entities and affiliates have conducted their businesses in compliance with applicable Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; to the best knowledge of the Company, no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Subsidiaries and Affiliated Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, or threatened.

Compliance with Anti-Corruption Laws. Neither the Company such Selling Shareholder nor any of its Controlled Entities or their respective affiliatessubsidiaries, nor any director, officer or employee thereof acting on the behalf thereof, nor, to the Company’s knowledgeknowledge of such Selling Shareholder, any affiliate, agent or representative of the Company Such Selling Shareholder or of any of its Controlled Entities or their respective affiliatessubsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action on behalf of such Selling Shareholder or its subsidiaries in furtherance of an offer, payment, promise to pay, or authorization or approval of the unlawful payment, giving or receipt of unlawful money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, unlawfully influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act on behalf of such Selling Shareholder or its subsidiaries in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or knowingly indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company such Selling Shareholder and its Controlled Entities and affiliates subsidiaries have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company such Selling Shareholder or any of its Controlled Entities subsidiaries with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquirysuch Selling Shareholder’s knowledge, threatened.

Compliance with Anti-Corruption Laws. Neither None of such Selling Shareholder, the Company nor any of its Controlled Subsidiaries or the Affiliated Entities or their respective affiliatesany director or officer of such Selling Shareholder, nor any director, officer the Subsidiaries or employee thereof Affiliated Entities nor, to the Company’s knowledgeknowledge of such Selling Shareholder, any agent employee, agent, affiliate or representative other person acting on behalf of such Selling Shareholder, the Company Subsidiaries or of any of its Controlled the Affiliated Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken or will take any action in furtherance of of, an offer, payment, promise to pay, pay or authorization or approval of the any direct or indirect unlawful payment, giving or receipt of money, property, gifts gifts, benefit or anything else of value, directly or indirectly, value to any “foreign or domestic government official” or regulatory official (including any officer, director officer or employee of a government or a government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office); (iii) to induce taken any action, directly or indirectly, that would result in a violation by such government official to do person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or omit to do any act applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in violation International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of his lawful dutiesthe United Kingdom, influence official action or secure, obtain or retain business or any other improper advantageapplicable anti-bribery or anti-corruption laws; or (iiiiv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company such Selling Shareholder and its Controlled Entities and affiliates subsidiaries have conducted their businesses in compliance with Anti-Corruption Laws with, and have instituted, maintained instituted and enforced, maintain and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote ensure compliance with, all applicable anti-bribery and achieve compliance with such laws anti-corruption laws; and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities such Selling Shareholder with respect to the Antiapplicable anti-Corruption Laws bribery and anti-corruption laws is pending or, to the best knowledge of the Company after due and careful inquirysuch Selling Shareholders, threatened.

Compliance with Anti-Corruption Laws. Neither (a) None of the Company nor Company, any of its Controlled Entities Subsidiaries nor anyone acting on its or their respective affiliates, nor any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Entities or their respective affiliatesbehalf, has since January 1, 2018: (i) violated, or engaged in any activity, practice or conduct which would violate, the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Xxxxxxx Xxx 0000 (the “Xxxxxxx Xxx 0000”) and any other applicable anti-corruption laws or regulations (together with the FCPA and the Xxxxxxx Xxx 0000, the “Anti-Corruption Laws”); (ii) used any corporate company funds or assets for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken expense, or will take made any action in furtherance of an offerbribe, rebate, payoff, influence payment, promise to paykickback or other unlawful payment; or (iii) directly, or authorization indirectly through its agents, representatives or approval any other person authorized to act on its behalf, offered, promised, paid, given, or authorized the payment or giving of the payment, giving or receipt of money, property, gifts money or anything else of valuevalue to any (1) Government Official or (2) other Person while knowing or having reason to believe that some portion or all of the payment or thing of value will be offered, promised, or given, directly or indirectly, to a Government Official or another person or entity for the purpose of influencing any “government official” (act or decision of such Government Official or such Person in its official capacity, including any officer, director or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official decision to do or omit to do any act in violation of his its lawful duties, duties or proper performance of functions or inducing such Government Official or such Person to use its influence official action or secure, position with any Governmental Entity or other Person to influence any act or decision in order to obtain or retain business for, direct business to, or any other secure an improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectlyadvantage for, the proceeds of Company. (b) The Company and its Subsidiaries have adopted and maintain adequate policies, procedures and controls to ensure that the offering Company has complied and is in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption lawscompliance, in each case as amended from time to timeall material respects, (collectively, the “with all Anti-Corruption Laws”); . (c) The Company is not, and has not been since January 1, 2018, the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with subject of any investigation, inquiry, or enforcement proceeding by any Governmental Entity, or any customer regarding any violation or alleged violation of any Anti-Corruption Laws and have instituted, maintained and enforcedLaw, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with no such laws and with the representations and warranties contained herein; no investigation, action, suit inquiry or proceeding has been threatened in writing by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threateneda Governmental Entity.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Subsidiaries and Consolidated Affiliated Entities or their respective affiliates, nor any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Subsidiaries and Consolidated Affiliated Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other secure an improper advantage; (iii) taken any action, directly or indirectly, that would result in a violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (ivv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Subsidiaries and Consolidated Affiliated Entities and affiliates have conducted their businesses in compliance with Antiapplicable anti-Corruption Laws corruption laws and have instituted, instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Subsidiaries and Affiliated Entities or their respective affiliates, nor any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Subsidiaries and Affiliated Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain secure an improper advantage or retain business or to any other improper advantageperson in violation of any applicable anti-corruption laws; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Subsidiaries and Affiliated Entities and affiliates have conducted their businesses in compliance with Antiapplicable anti-Corruption Laws corruption laws and have instituted, instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities subsidiaries or variable interest entities or their respective affiliates, nor any director, or officer acting on behalf of the Company or employee thereof any of its subsidiaries, variable interest entities and affiliates, nor, to the best knowledge of the Company’s knowledge, any agent agent, employee or representative of the Company or of any of its Controlled Entities subsidiaries or their respective affiliatesvariable interest entities acting on behalf of the Company or any of its subsidiaries or variable interest entities, is aware of or has taken any action, directly or indirectly, that could result in a violation or a sanction for violation by such persons of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any applicable anti-corruption laws (collectively, the “Anti-Corruption Laws”) or has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to any political activity; , (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain retail business or any other improper advantage; , or (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities subsidiaries and affiliates variable interest entities have conducted their businesses in compliance with the Anti-Corruption Laws and have instituted, maintained instituted and enforced, maintain and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations representation and warranties warranty contained herein; to the best knowledge of the Company, no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of and its Controlled Entities subsidiaries and variable interest entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, or threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Subsidiaries and Affiliated Entities or their respective affiliates, nor any director, officer or employee thereof nor, to the Company’s knowledgeany affiliate, any agent or representative of the Company or of any of its Controlled Subsidiaries and Affiliated Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other secure an improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, payoff influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Subsidiaries and Affiliated Entities and affiliates have conducted their businesses in compliance with Antiapplicable anti-Corruption Laws corruption laws and have instituted, instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. Neither (a) None of the Company nor Borrower, its Subsidiaries, or to the knowledge of the Borrower or any of its Controlled Entities or Subsidiary, their respective affiliatesdirectors, nor any directorofficers, officer or employee thereof noragents, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment employees or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity persons that act for or on behalf of the Borrower or its Subsidiaries (individually and collectively, “Borrower Representative”) has taken any of act that would violate the foregoingU.S. Foreign Corrupt Practices Act, the UK Bribery Act, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, law (collectively, the “Anti-Corruption Laws”); and . (b) Without limiting the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have institutedforegoing, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with none of the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body Borrower or any arbitrator involving the Company Subsidiary, or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due Borrower or any Subsidiary, any Borrower Representative has offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Authority, quasi-governmental authority, public international organization, to any political party or official thereof, or to any candidate for political office (individually and careful inquirycollectively, threatened“Government Official”) or to any person under circumstances where the Borrower, its Subsidiaries or Borrower Representatives knew or had reason to know or believe that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any person, in each case for the purpose of (i) influencing any act or decision of such person in his official capacity as a Government Official, (ii) inducing such person to perform or omit to perform any activity related to his legal duties, (iii) securing any improper advantage, or (iv) inducing such person to influence or affect any act or decision of any Governmental Authority, quasi-governmental authority, public international organization, in each case, in order to assist the Borrower, its Subsidiaries or any Borrower Representatives in obtaining or retaining business for or with, or in directing business to, the Borrower or any other Person.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities subsidiaries and VIEs or their respective affiliates, nor any directordirector or officer, officer or employee thereof nor, to the best of the Company’s knowledge, any agent employee, agent, affiliate, or representative of the Company or of any of its Controlled Entities subsidiaries and VIEs or their respective affiliates, has (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other secure an improper advantage; (iii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or has committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption laws; (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (ivv) will use, directly or indirectly, the proceeds of the this offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities subsidiaries, VIEs and affiliates have conducted their businesses in compliance with Antiapplicable anti-Corruption Laws corruption laws and have instituted, instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations representation and warranties warranty contained herein; no . No investigation, action, suit or proceeding proceedings by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities the subsidiaries and VIEs with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, or threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its the Controlled Entities or their respective affiliates, nor any director, officer or employee thereof employee, nor, to the knowledge of the Company’s knowledge, any agent agent, representative or representative other person acting for or on behalf of the Company or of any of its the Controlled Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken or will make or take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, benefit or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, including the family members of any such person) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other secure an improper advantage; (iii) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, the Criminal Law of China or the PRC Anti-Unfair Competition Law, in each case as amended from time to time, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its the Controlled Entities and their respective affiliates have conducted their businesses in compliance with Antiapplicable anti-Corruption Laws corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

Compliance with Anti-Corruption Laws. (a) Neither the Company nor any of its Controlled Entities or their respective affiliatesSeller, nor any director, officer or employee thereof nor, to the CompanySeller’s knowledgeKnowledge, any agent executive officer or representative director of the Company or of any of its Controlled Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of valueSeller has, directly or indirectly, taken any action that as of the Closing would cause them to be in violation of: (i) the principles set out in the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; (ii) the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder; and (iii) any other applicable anti-corruption and/or anti-bribery laws, statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and writs of any Governmental Authority of any jurisdiction applicable to Seller (whether by virtue of jurisdiction or organization or conduct of business) (collectively, the “government official” Applicable Anti-Corruption Laws”). (b) Neither Seller, nor, to the Seller’s Knowledge, any executive officer or director of Seller has unlawfully offered, paid, promised to pay, or authorized a payment, of any corporate funds of Seller or other thing of value (including any fee, gift, sample, travel expense or entertainment) related to political activity, to any of the following persons for the purpose of illegally influencing any act or decision of such person in his or her official capacity, inducing such person to do or omit to do any act in violation of the lawful duty of such official, securing any improper advantage, or unlawfully inducing such person to use his or her influence with a foreign government or instrumentality thereof to affect or to influence any act or decision of such government or instrumentality, in order to assist Seller in obtaining or retaining business for or with, or directing the business to, any Person: (i) any person who is an agent, representative, official, officer, director director, or employee of a any non-U.S. government or governmentany department, agency, or instrumentality thereof (including officers, directors, and employees of state-owned owned, operated or controlled entity entities) or of a public international organization, or ; (ii) any person acting in an official capacity for or on behalf of any of the foregoingsuch government, department, agency, instrumentality, or public international organization; (iii) any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitthereof; or (iv) will use, directly any candidate for political or indirectly, the proceeds of the offering political party office (such recipients in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to timeparagraphs (i), (ii), (iii) and (iv) of this subsection collectively, the “Anti-Corruption LawsGovernment Officials”); and . (c) Neither the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have institutedSeller, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending ornor, to the best knowledge Seller’s Knowledge, any executive officer or director of Seller, has made any payments or transfers of any corporate funds of Seller with the Company after due and careful inquiryintent, threatenedor that have the purpose or effect, of engaging in commercial bribery, or acceptance of or acquiescence in kickbacks or other unlawful means of obtaining business.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities or their respective affiliatesSubsidiaries and Affiliated Entities, nor any director, officer or employee thereof acting on the behalf thereof, nor, to the Company’s knowledge, any affiliate, agent or representative of the Company or of any of its Controlled Entities or their respective affiliatesSubsidiaries and Affiliated Entities, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action on behalf of the Company or its Subsidiaries and Affiliated Entities in furtherance of an offer, payment, promise to pay, or authorization or approval of the unlawful payment, giving or receipt of unlawful money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, unlawfully influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act on behalf of the Company or its Subsidiaries and Affiliated Entities in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or knowingly indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any other applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, laws (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Subsidiaries and Affiliated Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Subsidiaries and Affiliated Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiryCompany’s knowledge, threatened.