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

Compliance with Anti-Corruption Laws. (i) None of the Group Companies, nor any director of a Group Company, nor, to the Knowledge of the Company, any agent, employee or other Person acting for or on behalf of a Group Company (together, the “Covered Persons”), has offered, promised, authorized or made, directly or indirectly, illegal payments or other inducements (regardless of form, whether in money, property or services) to any (A) Public Official or (B) any other Person, knowing that all or any portion of the money or thing of value will be offered or given to a Public Official, in each of the foregoing clauses ‎(A) and ‎(B) for the purpose of improperly influencing any action or decision of the Public Official in his or her official capacity, including a decision to fail to perform his or her official duties, inducing the Public Official to improperly use his or her influence with any Governmental Authority to affect or influence any official act, or otherwise obtaining an improper advantage, or to make or authorize any other Person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business, in each case, in violation of applicable Anti-Corruption Laws. For purposes of the foregoing clauses (A) and (B), a Person shall be deemed to have “knowledge” with respect to conduct, circumstances or results if such Person is aware of (x) the existence of, or (y) a high probability of the existence of such conduct, circumstances or results. (ii) None of the Group Companies, nor, to the Knowledge of the Company, no Covered Person has been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence under any Anti-Corruption Laws, and no such investigation, inquiry or enforcement proceedings is pending or threatened. (iii) Each Group Company has in place (A) policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws, (B) books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of such Group Company, and (C) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of each Group Company were, have been and are executed only in accordance with management’s general or specific authorization.

Compliance with Anti-Corruption Laws. (ia) None The Company, its Subsidiaries and their respective officers, directors and employees and, to the Knowledge of the Group CompaniesCompany, its Representatives, distributors and resellers acting on behalf of the Company and its Subsidiaries, have at all times complied with, and are currently in compliance with, the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any similar applicable Law of any non-U.S. jurisdiction, or any other applicable Law that prohibits providing a thing of value to improperly influence government officials or other persons (collectively, the “Anti-Corruption Laws”). (b) Neither the Company nor any of its Subsidiaries, nor any director of a Group Companytheir respective officers, directors or employees nor, to the Knowledge of the Company, any agentof its Representatives, employee distributors or other Person resellers acting for or on behalf of a Group the Company (together, the “Covered Persons”)or its Subsidiaries, has offeredtaken or failed to take any action, promised, authorized or made, either directly or indirectly, illegal payments or other inducements (regardless of form, whether in money, property or services) to any (A) Public Official or (B) any other Person, knowing that all or any portion constituted a violation of the money or thing of value will be offered or given to a Public Official, in each of the foregoing clauses ‎(A) and ‎(B) for the purpose of improperly influencing any action or decision of the Public Official in his or her official capacity, including a decision to fail to perform his or her official duties, inducing the Public Official to improperly use his or her influence with any Governmental Authority to affect or influence any official act, or otherwise obtaining an improper advantage, or to make or authorize any other Person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business, in each case, in violation of applicable Anti-Corruption Laws. For purposes Neither the Company nor any of the foregoing clauses (A) and (B)its Subsidiaries, a Person shall be deemed to have “knowledge” with respect to conductnor any of their respective officers, circumstances directors or results if such Person is aware of (x) the existence of, or (y) a high probability of the existence of such conduct, circumstances or results. (ii) None of the Group Companies, employees nor, to the Knowledge of the Company, any of its Representatives, distributors or resellers acting on behalf of the Company or its Subsidiaries has made, offered, authorized, promised, accepted or solicited, either directly or indirectly, any payment, contribution, gift, entertainment, bribe, rebate, kickback or any other thing of value, regardless of form or amount, to or from: (i) any official, employee or representative of a Governmental Authority, any political party or official thereof, any candidate for political office, or any other persons; (ii) any director, officer, executive, employee or person affiliated with an entity owned or controlled by a Governmental Authority, political party or candidate for political office; or (iii) any director, officer, executive or employee of a public international organization, or other persons, to obtain or retain a competitive advantage, to receive favorable treatment in obtaining or retaining business or compensate for favorable treatment already secured, or to influence any action, inaction or decision. (c) There have been no Covered Person false, fictitious or misleading entries made in the books or records of the Company or any of its Subsidiaries relating to any illegal payment or secret or unrecorded fund and neither the Company nor any of its Subsidiaries has established or maintained a secret or unrecorded fund. (d) Neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers or employees nor, to the Knowledge of the Company, any of its Representatives, distributors or resellers acting on behalf of the Company or any of its Subsidiaries (i) is, or has been, under administrative, civil, or criminal investigation, indictment, information, suspension, debarment, or audit (other than a routine contract audit) by any party, in connection with alleged or possible violations of the Anti-Corruption Laws or has received a whistleblower report of such alleged or possible violations, (ii) has been the subject of or subject to any investigation, inquiry or enforcement proceedings by allegation of any governmentalkind in connection with alleged or possible violations of the Anti-Corruption Laws, administrative or (iii) has received any notice from, or regulatory body made a voluntary disclosure to, the U.S. Department of Justice, the SEC or other similar agency of any customer non-U.S. jurisdiction regarding any offence under alleged or possible violations of any Anti-Corruption Laws, and no such investigation, inquiry or enforcement proceedings is pending or threatened. (iii) Each Group Company has in place (A) policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws, (B) books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of such Group Company, and (C) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of each Group Company were, have been and are executed only in accordance with management’s general or specific authorization.

Compliance with Anti-Corruption Laws. (i) The Parties and its directors, officers, employees, representatives or other third parties acting on its behalf shall not pay, offer or promise to pay, or authorize the payment, directly or indirectly, through any other person or entity, of any monies or anything of value in violation of Applicable Law: 1. to any person or firm employed by, or acting for or on behalf of, any customer or potential customer, whether private or governmental, for the purposes of inducing or rewarding favorable action by the customer or potential customer in any commercial transaction; 2. established or maintained any fund or asset with respect to the Parties that has not be recorded in the books and records of Developer; 3. to any person or firm employed by, or acting for or on behalf of, any governmental entity (including state-owned or controlled entities or public international organizations) for the purposes of inducing or rewarding any action, or the withholding of any action, by such entity in any governmental matter; or 4. to any governmental official or employee (including employees of state-owned or controlled entities or public international organizations), political party or official of such party, or any candidate for political office, for the purposes of inducing or rewarding favorable action (or the withholding of action) or the exercise of influence by such official, party or candidate in any commercial transaction or in any governmental matter. (ii) Neither Party, its subsidiaries, Affiliates nor its officers, directors, employees is or will become an official or employee of a government within the Territory during the Term, unless such person obtains the prior written approval of the other Party. Each owner, partner, officer, director or employee of a Party, and of any parent or subsidiary company of such Party, has complied with all applicable anti-corruption, anti-money laundering, anti-terrorism and economic sanction and anti-boycott laws of the Territory and any other jurisdiction having jurisdiction over such Parties. (iii) None of the Group CompaniesParties, nor or its subsidiaries, Affiliates, or any director of a Group Companyofficer, nordirector, to the Knowledge of the Company, any agent, employee or other Person person or entity acting for or on behalf of a Group Company (together, the “Covered Persons”)Developer’s behalf, has offered, promised, authorized violated or madewill violate, directly or indirectly, illegal payments any applicable provision of the Anti-Corruption Law, or of any applicable anticorruption laws and regulations of the Territory, and none of them has used any corporate funds for unlawful contributions, gifts, entertainment or other inducements unlawful expenses relating to political activity, made, offered or authorized any unlawful payment to foreign or domestic government officials or employees, or made, offered or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. Each Party has established reasonable internal controls and procedures reasonably designed to ensure compliance with the Anti-Corruption Law and any applicable anticorruption laws of the Territory and any other applicable jurisdiction. (regardless iv) In the event a Party has reasonable evidence that a breach of formany of the representations and warranties and covenants in subsections 7(b)(i) through (b)(iii) above has occurred or will occur, whether such Party shall have the right to reasonably audit the other Party in moneyconnection with such purported breach, property in order to satisfy itself that no breach has occurred. Each Party shall fully cooperate in any audit conducted by or serviceson behalf of the other Party. (v) In the event of a evidenced breach of any of the covenants in subsections 7(b)(i) through (b)(iii) above, this Agreement may be terminated by the non-defaulting Party upon delivery to the other Party of written notice of termination, and the non-defaulting Party shall have the right to seek for damages and [***] additionally may seek fir reimbursement of Milestone Payments paid by [***] prior to the date of breach or termination with respect to any (A) Public Official affected Development Tower. Each Party shall indemnify and hold the other Party harmless against any and all claims, losses or (B) damages arising from or related to any such breach by other Person, knowing that all Party or any portion the non-defaulting Party termination of the money Agreement, or thing of value will both. (vi) In no event shall any Party be offered or given obligated under this Agreement to a Public Official, in each of the foregoing clauses ‎(A) and ‎(B) for the purpose of improperly influencing take any action or decision of the Public Official in his omit to take any action, which action or her official capacity, including a decision to fail to perform his or her official duties, inducing the Public Official to improperly use his or her influence with any Governmental Authority to affect or influence any official act, or otherwise obtaining an improper advantage, or to make or authorize any other Person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining businessomission such Party believes, in each casegood faith, would cause it to be in violation of applicable any law, including the Anti-Corruption Laws. For purposes of the foregoing clauses (A) and (B), a Person shall be deemed to have “knowledge” with respect to conduct, circumstances or results if such Person is aware of (x) the existence of, or (y) a high probability of the existence of such conduct, circumstances or results. (ii) None of the Group Companies, nor, to the Knowledge of the Company, no Covered Person has been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence under any Anti-Corruption Laws, and no such investigation, inquiry or enforcement proceedings is pending or threatened. (iii) Each Group Company has in place (A) policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws, (B) books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of such Group Company, and (C) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of each Group Company were, have been and are executed only in accordance with management’s general or specific authorization.

Compliance with Anti-Corruption Laws. (ia) None The Company, its Subsidiaries and their respective officers, directors and employees and, to the Knowledge of the Group CompaniesCompany, its Representatives, distributors and resellers acting on behalf of the Company and its Subsidiaries, have at all times complied with, and are currently in compliance with, the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and any similar applicable Law of any non-U.S. jurisdiction, or any other applicable Law that prohibits providing a thing of value to improperly influence government officials or other persons (collectively, the “Anti-Corruption Laws”). (b) Neither the Company nor any of its Subsidiaries, nor any director of a Group Companytheir respective officers, directors or employees nor, to the Knowledge of the Company, any agentof its Representatives, employee distributors or other Person resellers acting for or on behalf of a Group the Company (together, the “Covered Persons”)or its Subsidiaries, has offeredtaken or failed to take any action, promised, authorized or made, either directly or indirectly, illegal payments or other inducements (regardless of form, whether in money, property or services) to any (A) Public Official or (B) any other Person, knowing that all or any portion constituted a violation of the money or thing of value will be offered or given to a Public Official, in each of the foregoing clauses ‎(A) and ‎(B) for the purpose of improperly influencing any action or decision of the Public Official in his or her official capacity, including a decision to fail to perform his or her official duties, inducing the Public Official to improperly use his or her influence with any Governmental Authority to affect or influence any official act, or otherwise obtaining an improper advantage, or to make or authorize any other Person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business, in each case, in violation of applicable Anti-Corruption Laws. For purposes Neither the Company nor any of the foregoing clauses (A) and (B)its Subsidiaries, a Person shall be deemed to have “knowledge” with respect to conductnor any of their respective officers, circumstances directors or results if such Person is aware of (x) the existence of, or (y) a high probability of the existence of such conduct, circumstances or results. (ii) None of the Group Companies, employees nor, to the Knowledge of the Company, any of its Representatives, distributors or resellers acting on behalf of the Company or its Subsidiaries has made, offered, authorized, promised, accepted or solicited, either directly or indirectly, any payment, contribution, gift, entertainment, bribe, rebate, kickback or any other thing of value, regardless of form or amount, to or from: (i) any official, employee or representative of a Governmental Authority, any political party or official thereof, any candidate for political office, or any other persons; (ii) any director, officer, executive, employee or person affiliated with an entity owned or controlled by a Governmental Authority, political party or candidate for political office; or (iii) any director, officer, executive or employee of a public international organization, or other persons, to obtain or retain a competitive advantage, to receive favorable treatment in obtaining or retaining business or compensate for favorable treatment already secured, or to influence any action, inaction or decision. (c) There have been no Covered Person false, fictitious or misleading entries made in the books or records of the Company or any of its Subsidiaries relating to any illegal payment or secret or unrecorded fund and neither the Company nor any of its Subsidiaries has established or maintained a secret or unrecorded fund. (d) Neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers or employees nor, to the Knowledge of the Company, any of its Representatives, distributors or resellers acting on behalf of the Company or any of its Subsidiaries (i) is, or has been, under administrative, civil, or criminal investigation, indictment, information, suspension, debarment, or audit (other than a routine contract audit) by any party, in connection with alleged or possible violations of the Anti-Corruption Laws or has received a whistleblower report of such alleged or possible violations, (ii) has been the subject of or subject to any investigation, inquiry or enforcement proceedings by allegation of any governmental, administrative kind in connection with alleged or regulatory body or any customer regarding any offence under any possible violations of the Anti-Corruption Laws, and no such investigation, inquiry or enforcement proceedings is pending or threatened. (iii) Each Group Company has in place (A) policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws, (B) books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of such Group Company, and (C) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of each Group Company were, have been and are executed only in accordance with management’s general or specific authorization.or

Compliance with Anti-Corruption Laws. (ia) None of the Group CompaniesBorrower, nor any director of a Group Companyits Subsidiaries, nor, or to the Knowledge knowledge of the CompanyBorrower or any Subsidiary, any agenttheir respective directors, employee officers, agents, employees or other Person acting persons that act for or on behalf of a Group Company Borrower or its Subsidiaries (togetherindividually and collectively, “Borrower Representative”) has taken any act that would violate the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, or any other applicable anti-bribery law (the “Covered PersonsAnti-Corruption Laws”). (b) Without limiting the foregoing, none of Borrower or any Subsidiary, or to the knowledge of Borrower or any Subsidiary, any Borrower Representative has offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Authority, quasi-governmental authority, public international organization, to any political party or official thereof, or to any candidate for political office (individually and collectively, “Government Official”) or to any person under circumstances where Borrower, its Subsidiaries or Borrower Representatives knew or had reason to know or believe that all or a portion of such money or thing of value would be offered, given, or promised, authorized or made, directly or indirectly, illegal payments or other inducements (regardless of form, whether in money, property or services) to any (A) Public Official or (B) any other Person, knowing that all or any portion of the money or thing of value will be offered or given to a Public Officialperson, in each of the foregoing clauses ‎(A) and ‎(B) case for the purpose of improperly (i) influencing any action act or decision of the Public Official such person in his or her official capacitycapacity as a Government Official, including a decision to fail (ii) inducing such person to perform or omit to perform any activity related to his or her official legal duties, inducing the Public Official to improperly use his or her influence with (iii) securing any Governmental Authority to affect or influence any official act, or otherwise obtaining an improper advantage, or (iv) inducing such person to make influence or authorize affect any other Person to make act or decision of any payments or transfers of value which have the purpose or effect of commercial briberyGovernmental Authority, or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining businessquasi-governmental authority, public international organization, in each case, in violation of applicable Anti-Corruption Laws. For purposes of the foregoing clauses (A) and (B)order to assist Borrower, a Person shall be deemed to have “knowledge” with respect to conduct, circumstances its Subsidiaries or results if such Person is aware of (x) the existence ofany Borrower Representatives in obtaining or retaining business for or with, or (y) a high probability of the existence of such conductin directing business to, circumstances or results. (ii) None of the Group Companies, nor, to the Knowledge of the Company, no Covered Person has been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body Borrower or any customer regarding any offence under any Anti-Corruption Laws, and no such investigation, inquiry or enforcement proceedings is pending or threatenedother person. (iii) Each Group Company has in place (A) policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws, (B) books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of such Group Company, and (C) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of each Group Company were, have been and are executed only in accordance with management’s general or specific authorization.

Compliance with Anti-Corruption Laws. In each case to the extent relating to In-Scope Matters: (ia) None For the past six (6) years, no Seller Group member or shareholder, director or officer or executive of the Group Companies, nor any director of a Group CompanySeller Group, nor, to the Knowledge of the CompanySeller, any other employee or Contractor or any of the independent sales representatives, resellers, consultants, intermediaries or distributors of the Seller Group, has, directly or indirectly taken any action in such capacity which would cause them or any other Person to be in violation of: (i) the principles set out in the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; (ii) the Foreign Corrupt Practices Act of 1977, as amended (United States), or any rules or regulations thereunder; (iii) the United Kingdom Xxxxxxx Xxx 0000; (iv) the Secret Commissions Act of 1910; and (v) any other applicable anti-corruption and/or anti-bribery Laws of any Governmental Authority of any applicable jurisdiction (clauses (i) through (v) of this subsection collectively, “Anti-Corruption Laws”). (b) For the past six (6) years, no Seller Group member, or shareholder, director, officer, or executive of the Seller Group, nor, to the Knowledge of Seller, any other employee or Contractor or any of the independent sales representatives, resellers, consultants, intermediaries or distributors of the Seller Group, has, in such capacity, directly or indirectly, offered, paid, promised to pay, or authorized a payment, of any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment, or any payment related to political activity, to any of the following persons for the purpose of influencing any act or decision of such person in his official capacity, inducing such person to do or omit to do any act in violation of the lawful duty of such official, securing any improper advantage, or inducing such person to use his influence with a foreign government or instrumentality thereof to affect or to influence any act or decision of such government or instrumentality, in order to assist the Seller Group in obtaining or retaining business for or with, or directing the business to, any Person: (i) any person who is an agent, representative, official, officer, director or employee of any non-U.S. government or other Person any department, agency or instrumentality thereof (including officers, directors and employees of state-owned, operated or controlled entities) or of a public international organization; (ii) any person acting in an official capacity for or on behalf of a Group Company any such government, department, agency, instrumentality or public international organization; (togetheriii) any political party or official thereof; (iv) any candidate for political or political party office (such recipients in clauses (i), the (ii), (iii) and (iv) of this subsection collectively, “Covered PersonsGovernment Officials”), has offered, promised, authorized or made, directly or indirectly, illegal payments or other inducements (regardless of form, whether in money, property or services) to any (A) Public Official ; or (Bv) any other Person, individual or entity while knowing or having reason to believe that all or any portion of the such money or thing of value will would be offered offered, given or given promised, directly or indirectly, to a Public any Government Official. (c) For the past six (6) years, no Seller Group member, or shareholder, director, officer, or executive of the Seller Group, nor, to the Knowledge of Seller, any other employee or Contractor or any of the independent sales representatives, resellers, consultants, intermediaries or distributors of the Seller Group, has, in each of the foregoing clauses ‎(A) and ‎(B) for the purpose of improperly influencing any action or decision of the Public Official in his or her official such capacity, including a decision to fail to perform his or her official duties, inducing the Public Official to improperly use his or her influence with any Governmental Authority to affect or influence any official act, or otherwise obtaining an improper advantage, or to make or authorize any other Person to make made any payments or transfers of value with the intent, or which have the purpose or effect effect, of engaging in commercial bribery, or acceptance of or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business, in each case, in violation of applicable Anti-Corruption Laws. For purposes of the foregoing clauses (A) and (B), a Person shall be deemed to have “knowledge” with respect to conduct, circumstances or results if such Person is aware of (x) the existence of, or (y) a high probability of the existence of such conduct, circumstances or results. (iid) None of the Group CompaniesSeller Group’s shareholders, nordirectors, officers, or executives or, to the Knowledge of Seller, employees or Contractors of the Company, no Covered Person has Seller Group are or have been (or have been notified that they may be) identified on any of the subject following documents: (i) the Office of any investigation, inquiry Foreign Assets Control of the U.S. Department of the Treasury list of “Specially Designated Nationals and Blocked Persons”; (ii) the Bureau of Industry and Security of the U.S. Department of Commerce “Denied Persons List,” “Entity List” or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence under any Anti-Corruption Laws, and no such investigation, inquiry or enforcement proceedings is pending or threatened. “Unverified List”; (iii) Each Group Company has in place (A) policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws, (B) books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions Office of Defense Trade Controls of the assets U.S. Department of such Group Company, and State “List of Debarred Parties”; or (Civ) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of each Group Company were, have been and are executed only in accordance with management’s general or specific authorizationthe United Nations Security Council Counter-Terrorism Committee “Consolidated List.”

Compliance with Anti-Corruption Laws. (i) None of the Group CompaniesCompany, nor any director of a Group Companyits director, nor, to the Knowledge of the Company, any agent, employee or any other Person acting for or on behalf of a Group the Company (together, the “Covered Persons”), has offered, promised, authorized or made, directly or indirectly, illegal payments or other illegal inducements (regardless of form, whether in money, property or services) to any (A) Public Official or (B) any other Person, knowing Person with the knowledge that all or any portion of the money or thing of value will be offered or given to a Public Official, in each of the foregoing clauses ‎(A(A) and ‎(B(B) for the purpose of improperly influencing any action or decision of the Public Official in his or her official capacity, including a decision to fail to perform his or her official duties, inducing the Public Official to improperly use his or her influence with any Governmental Authority governmental authority to affect or influence any official act, or otherwise obtaining an improper advantage, or (ii) to make or authorize any other Person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business, in each case, in violation of applicable Anti-Corruption Laws. For purposes of the foregoing clauses (A) and (B), a Person shall be deemed to have “knowledge” with respect to conduct, circumstances or results if such Person is aware of (xi) the existence of, of or (yii) a high probability of the existence of such conduct, circumstances or results. . “Public Official” means any public or elected official or officer, employee (ii) None regardless of rank), or person acting in an official capacity on behalf of a national, provincial, or local government, including a department, agency, instrumentality, state-owned or state-controlled company, public international organization (such as the Group CompaniesUnited Nations or World Bank), noror non-U.S. political party, to the Knowledge of the Company, no Covered Person has been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body non-U.S. party official or any customer regarding any offence under any candidate for political office. Officers, employees (regardless of rank), or persons acting on behalf of an entity that is directly financed in large measure through public appropriations or has its key officers and directors appointed by a government should also be considered “Public Officials.” “Anti-Corruption Laws” means all applicable laws relating to anti-bribery, anti-corruption, record keeping and internal control, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act of 2010, as amended, the relevant provisions of the Criminal Law of the PRC effective on October 1, 1997, as amended, the PRC Anti-Unfair Competition Law effective on December 1, 1993, as amended, the Provisional Regulation on Anti-Commercial Bribery effective on November 15, 1996, as amended, and no such investigation, inquiry or enforcement proceedings is pending or threatened. the Prevention of Bribery Ordinance (iii) Each Group Company has in place (A) policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws, (B) books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions Chapter 201 of the assets Laws of such Group CompanyHong Kong), and (C) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of each Group Company were, have been and are executed only in accordance with management’s general or specific authorizationas amended.

Compliance with Anti-Corruption Laws. (ia) None of the Group Companies, nor any director of a Group Company, norCompany or, to the Knowledge of the Company, any agentRepresentatives of the Company has, employee directly or indirectly violated any applicable anti-corruption or anti-bribery laws, statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and writs of any governmental authority of any jurisdiction (whether by virtue of jurisdiction or organization or conduct of business) (collectively, the “Applicable Anti-Corruption Laws”). (b) None of the Company, or, to the Knowledge of the Company, any Representatives of the Company or any independent sales representative, resellers, consultants, intermediaries, distributors of the Company or other Person acting on behalf of the Company has directly or indirectly, offered, paid, promised to pay, or authorized a payment, of any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment, or any payment related to political activity, to any of the following Persons for the purpose of influencing any act or decision of such Person in his official capacity, inducing such Person to do or omit to do any act in violation of the lawful duty of such official, securing any improper advantage, or inducing such Person to use his influence with a foreign government or instrumentality thereof to affect or to influence any act or decision of such government or instrumentality, in order to assist the Company in obtaining or retaining business for or with, or directing the business to, any Person: (i) any Person who is an agent, representative, official, officer, director, or employee of any non-U.S. government or any department, agency, or instrumentality thereof (including officers, directors, and employees of state-owned, operated or controlled entities) or of a public international organization; (ii) any Person acting in an official capacity for or on behalf of any such government, department, agency, instrumentality, or public international organization; (iii) any political party or official thereof; or (iv) any candidate for political or political party office. (c) The Company has devised and maintained a Group system of internal accounting controls sufficient to provide reasonable assurance that transactions have been recorded as necessary to permit preparation of periodic financial statements and to maintain accountability for assets and has otherwise established reasonable and adequate internal controls and procedures intended to ensure compliance with Applicable Anti-Corruption Laws. (d) There have never been any false or fictitious entries made in the books, records or accounts of the Company (together, the “Covered Persons”), has offered, promised, authorized or made, directly or indirectly, illegal payments or other inducements (regardless of form, whether in money, property or services) relating to any illegal payment or secret or unrecorded fund, and the Company has never established or maintained a secret or unrecorded fund. (Ae) Public Official or (B) any other Person, knowing that all or any portion None of the money or thing of value will be offered or given Company, or, to a Public Official, in each the Knowledge of the foregoing clauses ‎(A) and ‎(B) for the purpose of improperly influencing Company, any action or decision Representatives of the Public Official in his or her official capacity, including a decision to fail to perform his or her official duties, inducing the Public Official to improperly use his or her influence with any Governmental Authority to affect or influence any official actCompany, or otherwise obtaining an improper advantage, or to make or authorize any other Person to make acting on behalf of the Company, has made any payments or transfers of value with the intent, or which have the purpose or effect effect, of engaging in commercial bribery, or acceptance of or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business, in each case, in violation of applicable Anti-Corruption Laws. . (f) For purposes of this Section only, the foregoing clauses (A) and (B)term “Representatives” will also mean, a Person shall be deemed to have “knowledge” with respect to conductany Person, circumstances or results if such Person is aware of (x) the existence ofPerson’s resellers, or (y) a high probability of the existence of such conductdistributors, circumstances or resultsconsultants and intermediaries. (ii) None of the Group Companies, nor, to the Knowledge of the Company, no Covered Person has been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence under any Anti-Corruption Laws, and no such investigation, inquiry or enforcement proceedings is pending or threatened. (iii) Each Group Company has in place (A) policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws, (B) books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of such Group Company, and (C) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of each Group Company were, have been and are executed only in accordance with management’s general or specific authorization.

Compliance with Anti-Corruption Laws. (ia) None of the Group CompaniesCompanies or, with respect to the Business, Asset Sellers, nor any director director, officer, agent or Employee acting on behalf of a Group Companyany Company or, nor, with respect to the Knowledge Business, Asset Seller, has used any funds to make, directly or indirectly, an unlawful contribution, gift, bribe, payoff, kickback or other unlawful payment to any United States or foreign government official or employee in violation of the CompanyUnited States Foreign Corrupt Practices Act of 1977 (the “FCPA”) or any other applicable anti-corruption Law. None of the Companies or, with respect to the Business, Asset Sellers, nor any agentPerson acting behalf of any Company or, with respect to the Business, Asset Seller has directly or indirectly given or agreed to give any corrupt payment, gift or similar benefit to any customer, supplier or any employee of any Governmental Authority or other Person who is or may be in a position to help or hinder any Company or, with respect to the Business, Asset Seller or to assist any Company or, with respect to the Business, Asset Seller in connection with any actual or proposed transaction relating to the Business. Without limiting the foregoing, no Employee, nor any other Person acting for or on behalf of a Group any Company (togetheror, with respect to the “Covered Persons”)Business, Asset Seller has directly or indirectly paid, offered, promised, authorized or madeagreed to give any monies, directly or indirectlygifts, illegal payments or other inducements items of value or benefit to (regardless i) any official or employee of formany Governmental Authority (including an official or employee of any public international organization or of any business or enterprise owned or controlled by a Governmental Authority), whether in money, property (ii) any political party or services) to any (A) Public Official employee thereof or (Biii) any other Person, knowing that all or any portion of the money or thing of value will be offered or given to candidate for a Public Official, in each of the foregoing clauses ‎(A) and ‎(B) political position for the purpose of improperly (A) influencing any action act or decision of the Public Official in his or her official capacitydecision, including a decision not to fail to perform comply with his or her official duties, ; (B) inducing the Public Official such Person described in any of clauses (i) to improperly use (iii) to act or fail to act in violation of his or her legal duties; (C) causing such Person described in any of clauses (i) to (iii) to influence with any act or decision of any Governmental Authority in order to affect obtain or influence retain business or direct business toward any official actPerson. (b) Each transaction involving or in connection with any Company or, or otherwise obtaining an improper advantage, or to make or authorize any other Person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business, in each case, in violation of applicable Anti-Corruption Laws. For purposes of the foregoing clauses (A) and (B), a Person shall be deemed to have “knowledge” with respect to conductthe Business, circumstances or results if such Person Asset Seller is aware of (x) properly and accurately recorded on the existence of, or (y) a high probability books and records of the existence of such conductrespective Asset Seller or Company in all material respects, circumstances and each document upon which entries in the respective Asset Seller’s or results. (ii) None of the Group CompaniesCompany’s books and records are based is complete and accurate in all material respects. Each Company or, nor, with respect to the Knowledge Business, Asset Seller maintains a system of the Company, no Covered Person has been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence under any Anti-Corruption Laws, and no such investigation, inquiry or enforcement proceedings is pending or threatened. (iii) Each Group Company has in place (A) policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws, (B) books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of such Group Company, and (C) internal accounting controls sufficient adequate to provide reasonable assurances ensure that all transactions it maintains no off-the-books accounts and access to that its assets of each Group Company were, have been and are executed only used on in accordance with management’s general or specific authorizationmanagement directives.

Compliance with Anti-Corruption Laws. (a) The Acquired Corporations and their Affiliates (and their respective directors, officers, executives, employees, representatives, agents, consultants, distributors, resellers, and any persons acting on behalf of any of the Acquired Corporations) have at all times complied with, and are currently in compliance with, (i) None the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), and (ii) the Group CompaniesU.K. Bribery Act, and any similar applicable law of any non-U.S. jurisdiction, or any applicable law that prohibits offering or providing a thing of value to improperly influence government officials or other persons (collectively with the FCPA, the “Anti-Corruption Laws”). (b) Neither the Acquired Corporations or their Affiliates, nor their respective directors, officers, executives, employees, representatives, agents, consultants, distributors or resellers, nor any director of a Group Company, nor, to the Knowledge of the Company, any agent, employee or other Person person acting for or on behalf of a Group Company (together, any of the “Covered Persons”)Acquired Corporations or their Affiliates, has offeredtaken, promisedor failed to take any action, authorized or made, either directly or indirectly, illegal payments or other inducements (regardless of form, whether in money, property or services) to any (A) Public Official or (B) any other Person, knowing that all or any portion constituted a violation of the money or thing of value will be offered or given to a Public Official, in each of the foregoing clauses ‎(A) and ‎(B) for the purpose of improperly influencing any action or decision of the Public Official in his or her official capacity, including a decision to fail to perform his or her official duties, inducing the Public Official to improperly use his or her influence with any Governmental Authority to affect or influence any official act, or otherwise obtaining an improper advantage, or to make or authorize any other Person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business, in each case, in violation of applicable Anti-Corruption Laws. For purposes Neither the Acquired Corporations nor, their directors, officers, executives, employees, representatives, agents, consultants, distributors or resellers, nor any person acting on behalf of any of the foregoing clauses (A) and (B)Acquired Corporations or their Affiliates, a Person shall be deemed to have “knowledge” with respect to conducthas made, circumstances or results if such Person is aware of (x) the existence ofoffered, authorized, promised, accepted, or solicited, either directly or indirectly, any payment, contribution, gift, entertainment, bribe, rebate, kickback or any other thing of value, regardless of form or amount, to or from: (yi) any official, employee or representative of a high probability Governmental Body, any political party or official thereof, any candidate for political office, or any other persons; (ii) any director, officer, executive, employee or person affiliated with an entity owned or controlled by a Governmental Body, political party, or candidate for political office; or (iii) any director, officer, executive or employee of the existence of such conducta public international organization, circumstances or resultsother persons, to obtain or retain a competitive advantage, to receive favorable treatment in obtaining or retaining business or compensate for favorable treatment already secured, or to influence any action, inaction or decision. (iic) None of There have been no false, fictitious or misleading entries made in the Group Companies, nor, to the Knowledge of the Company, no Covered Person has been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence under any Anti-Corruption Laws, and no such investigation, inquiry or enforcement proceedings is pending or threatened. (iii) Each Group Company has in place (A) policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws, (B) books, records or accounts of any of the Acquired Corporations or their Affiliates, and accounts none of the Acquired Corporations and their Affiliates has established or maintained an unlawful or unrecorded fund. Each of the Acquired Corporations and their Affiliates has at all times made and kept, and currently make and keep, books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the respective assets of the Acquired Corporations and Affiliates. (d) The Acquired Corporations and their Affiliates have in place adequate controls and systems designed to reasonably ensure: (i) compliance with the Anti-Corruption Laws; (ii) transactions are executed in accordance with management’s general or specific authorization; (iii) transactions are recorded as necessary to: (A) permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such Group Company, statements and (CB) internal accounting controls sufficient to provide reasonable assurances that all transactions and maintain accountability for assets; (iv) access to assets of each Group Company were, have been and are executed is permitted only in accordance with management’s general or specific authorization; and (v) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) None of the Acquired Corporations or their Affiliates (or, any of their respective representatives, agents, consultants, distributors, resellers, or other persons acting on behalf of any of the Company, Acquired Corporations or their Affiliates) (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenditures, (ii) has used or is using any corporate funds for any direct or indirect unlawful payments to any official, employee or representative of a Governmental Body, any political party or official thereof, any candidate for political office, or any other person, (iii) has violated or is violating any provision of Anti-Corruption Laws, (iv) has established or maintained, or is maintaining, any illegal or unrecorded fund of corporate monies or other properties or (v) has engaged or is engaged in any activity that would constitute any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature. (f) Neither the Acquired Corporations or their Affiliates, nor any of their respective directors, officers, executives, employees, representatives, agents, consultants, distributors, resellers, or other person acting on behalf of any of the Acquired Corporations or their Affiliates, is, or has been, under administrative, civil, or criminal investigation, indictment, information, suspension, debarment, or audit (other than a routine contract audit) by any party, under internal investigation by any party, or the subject of any inquiry or allegations of any kind, in connection with alleged or possible violations of the Anti-Corruption Laws or has received a whistleblower report of alleged or possible violations of the Anti-Corruption Laws. Neither the Acquired Corporations or their Affiliates, nor any of their respective directors, officers, executives, employees, representatives, agents, consultants, distributors, resellers, or other persons acting on behalf of any of the Acquired Corporations or their Affiliates, has received notice from, or made a voluntary disclosure to, the U.S. Department of Justice, U.S. Securities and Exchange Commission or other criminal, civil or administrative enforcement agency of any non-U.S. jurisdiction.

Compliance with Anti-Corruption Laws. (a) The North American Companies and, to Sellers’ Knowledge, the Foreign Entities, and each of their respective owners, members, officers, directors, managers, employees, and agents thereof: (i) None have complied with: (A) the provisions of the Group CompaniesU.S. Foreign Corrupt Practices Act as if its foreign payments provisions were fully applicable to the North American Companies and the Foreign Entities and such owners, nor members, officers, directors, managers, employees, and agents, and (B) the provisions of the anti-corruption laws of each jurisdiction in which a North American Company, a Foreign Entity or any director agent of a Group CompanyNorth American Company or a Foreign Entity is conducting or has conducted its business; (ii) specifically, northe North American Companies and, to Sellers’ Knowledge, the Knowledge Foreign Entities, and each of their respective owners, members, officers, directors, managers, employees, or agents have not paid, offered or promised to pay, or authorized or ratified the payment directly or indirectly, of any monies or anything of value to any national, provincial, municipal, or other government official or employee or any political party or candidate for political office for the purpose of influencing any act or decision of such official or of the Companygovernment to obtain or retain business, or direct business to any agentPerson or to secure any other improper benefit or advantage (any such payment is a “Prohibited Payment”). For purposes of this provision, an “official or employee” includes any official or employee of any directly or other Person indirectly government-owned or government-controlled entity, and any officer or employee of a public international organization, as well as any person acting in an official capacity for or on behalf of a Group Company (togetherany such government or department, the “Covered Persons”)agency, has offeredor instrumentality, promised, authorized or made, directly for or indirectly, illegal on behalf of any such public international organization. A Prohibited Payment does not include modest facilitating payments or other inducements (regardless of form, whether in money, property or services) to any (A) Public Official or (B) any other Person, knowing that all or any portion of the money or thing of value will be offered or given to a Public Official, in each of the foregoing clauses ‎(A) and ‎(B) low-level government employees for the purpose of improperly influencing any expediting or securing a routine administrative action or decision of ordinarily performed by such employees, provided the Public Official in his or her official capacity, including a decision to fail to perform his or her official duties, inducing the Public Official to improperly use his or her influence with any Governmental Authority to affect or influence any official act, or otherwise obtaining an improper advantage, or to make or authorize any other Person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business, in each case, in violation of applicable Anti-Corruption Laws. For purposes of the foregoing clauses (A) and (B), a Person shall be deemed to have “knowledge” with respect to conduct, circumstances or results if such Person is aware of (x) the existence of, or (y) a high probability of the existence recipient of such conduct, circumstances service or results. (ii) None of the Group Companies, nor, action is entitled to the Knowledge of the Company, no Covered Person has been the subject of any investigation, inquiry receive such service or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence under any Anti-Corruption Lawsaction, and no such investigation, inquiry or enforcement proceedings the payment is pending or threatened.customary and appropriate in the jurisdiction where made; and (iii) Each Group Company has in place (A) policies, procedures made and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws, (B) kept books, records Records, and accounts whichthat, in reasonable detail, detail accurately and fairly reflect the transactions and dispositions of the assets of such Group CompanyNorth American Company or Foreign Entity, as applicable, and (C) has devised and maintained a system of internal accounting controls sufficient to provide reasonable assurances that all that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for assets; (C) access to assets of each Group Company were, have been and are executed is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.