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 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 Bribery Act 2010 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 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. (a) Neither the Company nor any of its Controlled Entities or Subsidiaries nor any of their respective affiliatesdirectors, nor any director, officer or employee thereof norofficers or, to the Company’s knowledgeKnowledge, agents has in any agent or representative of the Company or of respect taken any of its Controlled Entities or their respective affiliatesaction, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating failed to political activity; (ii) taken or will take any action or has been alleged to have taken any action that, directly or indirectly, would constitute a violation by such Persons of Anti-Corruption Laws, including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to paypay or authorization of the payment of any money, or other property, gift, promise to give, or authorization or approval of the paymentgiving of anything of value (“Payment”) (i) to or for the use of any Government Official, giving (ii) to any other Person either for an advance or receipt reimbursement, if it knows or has reason to know that any part of moneysuch Payment will be directly or indirectly given or paid by such other Person, propertyor will reimburse such other Person for Payments previously made, gifts to any Government Official; or anything else (iii) to any other Person or entity, to obtain or keep business or to secure some other improper advantage, the payment of valuewhich would violate applicable Anti-Corruption Laws, in each case except as would not be material. Without limiting the generality of the foregoing, none of the Company, any of its Subsidiaries and their respective directors, officers, employees or, to the Company’s Knowledge, agents has directly or indirectly, to (x) made any “government official” (including any officercontribution, director or employee of a government or government-owned or controlled entity or of a public international organizationgift, 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 rebatebribe, 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 paykickback, or authorization of the any other fraudulent payment or giving of in any form, whether in money, property, or anything else of value, services to any person Person in the PRC, 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 : (1) to obtain favorable treatment 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 securing business for the Company or any of its Controlled Entities with Subsidiaries, (2) to pay for favorable treatment for business that is already secured, or (3) to obtain special concessions or for special concessions already obtained, for or in respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due or its Subsidiaries; or (y) established or maintained any fund or assets in which a PRC Subsidiary has proprietary rights and careful inquirywhich have not been recorded in the books and records of the relevant PRC Subsidiaries, threatenedexcept, in each case, as would not be material.

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 employee, nor, to the best of the Company’s knowledge, any agent agent, affiliate, or representative of or other person associated with or acting on behalf 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 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 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 the Controlled 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 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 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 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 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 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 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 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 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 nor None of such Selling Shareholder or any of its Controlled Entities or their respective affiliatessubsidiaries, nor or, to the knowledge of such Selling Shareholder, any director, officer officer, employee, or employee affiliate 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 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 (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 such Selling Shareholder and each of its Controlled Entities and affiliates subsidiaries 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 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 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 (a) Except as would not have a Company Material Adverse Effect, neither the Company nor any of its Controlled Entities or Subsidiaries nor to the Knowledge of the Company, any of their respective affiliatesdirectors, nor any director, officer officers 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 affiliatesagents, has (i) used in any corporate funds for material respect taken any unlawful contributionaction, gift, entertainment or other unlawful expense relating failed to political activity; (ii) taken or will take any action or has been alleged to have taken any action that, directly or indirectly, would constitute a violation by such Persons of Anti-Corruption Laws, including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to paypay or authorization of the payment of any money, or other property, gift, promise to give, or authorization or approval of the paymentgiving of anything of value (“Payment”) (i) to or for the use of any Government Official, giving (ii) to any other Person either for an advance or receipt reimbursement, if it knows that any part of moneysuch Payment will be directly or indirectly given or paid by such other Person, propertyor will reimburse such other Person for Payments previously made, gifts to any Government Official; or anything else (iii) to any other Person or entity, to obtain or keep business or to secure some other improper advantage, the payment of valuewhich would violate applicable Anti-Corruption Laws. Without limiting the generality of the foregoing, in the jurisdiction of the PRC, none of the Company, any of its Subsidiaries and their respective directors, officers, employees or, to the Company’s Knowledge, agents has 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 the jurisdiction of the foregoingPRC, or (x) made 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 dutiescontribution, influence official action or securegift, 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 rebatebribe, 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 paykickback, or authorization of the any other fraudulent payment or giving of in any form, whether in money, property, or anything else of value, services to any person Person in the PRC, 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 : (1) to obtain favorable treatment 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 securing business for the Company or any of its Controlled Entities with Subsidiaries, (2) to pay for favorable treatment for business that is already secured, or (3) to obtain special concessions or for special concessions already obtained, for or in respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due or its Subsidiaries; or (y) established or maintained any fund or assets in which a PRC Subsidiary has proprietary rights and careful inquiry, threatenedwhich have not been recorded in the books and records of the relevant PRC Subsidiaries.

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 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 Each Acquired Company nor any of its Controlled Entities or and their respective affiliatesofficers and directors, nor any director, officer or employee thereof norand, to the Company’s knowledge, any agent or representative Knowledge of the Company or Company, all of any of its Controlled Entities or their respective affiliatesother Representatives are in compliance with and for the past five years have complied with (a) the U.S. Foreign Corrupt Practices Act of 1977, has as amended, (ib) used any corporate funds for any unlawful contributionthe UK Xxxxxxx Xxx 0000, gift, entertainment or other unlawful expense relating to political activity; and (iic) taken or will take any action in furtherance the provisions 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 all anti-bribery or and anti-corruption laws, laws of each jurisdiction in which each case as amended from time to time, Acquired Company operates or have operated and in which any agent thereof is conducting or has conducted business involving any Acquired Company (collectively, the “Anti-Corruption Laws”); . Without limiting the foregoing, in the past five years, none of the Acquired Companies or their respective officers and directors, nor, to the Company and its Controlled Entities and affiliates Knowledge of the Company, any of their respective other Representatives have conducted their businesses paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any Government Official or any other Person for the purpose of influencing any act or decision of such official or of any Governmental Authority or Person to obtain or retain business, or direct business to any Person or to secure any other improper benefit or advantage in compliance with each case in violation of the Anti-Corruption Laws Laws. None of the Acquired Companies or their respective officers and have instituteddirectors, maintained and enforcednor, and will continue to maintain and enforcethe Knowledge of the Company, policies and procedures reasonably designed any of their respective other Representatives has been the subject of any investigations, reviews, audits, or inquiries by a Governmental Authority or any other Person related to promote and achieve compliance with such laws and with Anti-Corruption Laws, and, to the representations and warranties contained herein; Knowledge of the Company, no investigation, actionreview, suit audit, or proceeding inquiry by or before any court or governmental agency, authority or body Governmental Authority or any arbitrator involving the Company or any of its Controlled Entities other Person with respect to the Anti-Corruption Laws is pending or, to the best knowledge or threatened. Each of the Company after due Acquired Companies has in place compliance policies, procedures and careful inquiry, threatenedinternal controls reasonably calculated to ensure compliance with all Anti-Corruption Laws.

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 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 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 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 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. 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 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 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 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 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 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 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 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 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 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 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 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. 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 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 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 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. (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 is pending oror 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 the best knowledge any Governmental Authority regarding alleged or possible violations of the Company after due and careful inquiryany applicable Law that prohibits bribery, threatenedcorruption, fraud, money laundering or other improper payments.

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.