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

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries nor any director, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign or domestic government or regulatory official (including any 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) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or 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, and the rules and regulations thereunder (the “FCPA”), 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 other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws, and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.

Compliance with Anti-Corruption Laws. Neither None of the Company, or any Subsidiary or any of their respective directors, officers, or employees, or, to the knowledge of the Company, any affiliate, agent or representatives of the Company nor or any of its Subsidiaries nor any directorSubsidiary, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has 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, the UK Bribery Act (2010), 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) made, has taken or taken will take any action in furtherance of, of an offer, payment, promise to pay pay, or authorization or approval of any direct the payment or indirect unlawful payment, giving of money, property, gifts, benefit gifts or anything else of value value, directly or indirectly to any foreign or domestic (a) government or regulatory official official, (including any officer b) government employee or employee of a government or a 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 influence official action or secure an improper advantage; (iiiiv) has made, offered, agreed, requested or take taken an act in furtherance of any unlawful paymentbribe or other unlawful benefit, including without limitationincluding, any bribe, rebate, payoffpay-off, influence payment, kickback kick-back or other unlawful paymentor improper payment or benefit; or (ivv) violated or taken any actionwill use, directly or indirectly, that would result the proceeds of the offering of the Offered Securities in a 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 by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), 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 other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and the Subsidiaries and, to the knowledge of the Company, its Subsidiaries other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws, . The Company and the Subsidiaries have instituted and maintained and will continue to maintain and enforce maintain, policies and procedures designed to promote ensure, and ensure which are reasonably expected to continue to ensure, continued compliance therewith and with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.;

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries nor nor, to the Company’s knowledge, any director, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign or domestic government or regulatory official (including any 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) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or 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, and the rules and regulations thereunder (the “FCPA”), 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 other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws, and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.

Compliance with Anti-Corruption Laws. Neither None of the Company, or any Controlled Entity, any director or officer of the Company nor or any Controlled Entity or, to the knowledge of its Subsidiaries nor the Company, any director, officeraffiliate, agent, employee, Affiliate representatives or employee of the Company or any Controlled Entity or other person associated with or acting on behalf of the Company or any of its Subsidiaries has and the Controlled Entities (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption 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 made, promised to make, or taken any action in furtherance of, an offer, payment, promise authorized to pay or authorization or approval of make any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value payment from corporate funds to any foreign or domestic (a) government or regulatory official official, (including any officer b) government employee or employee of a government or a government-owned or controlled entity or of a public international organization, (c) political party 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 any candidate for any political office), to influence official action or secure an improper advantage; or (iiiiv) madehas paid, offered, agreed, requested promised to pay or take an act in furtherance of any unlawful payment, including without limitationauthorized to pay, any bribe, rebate, payoffpay-off, influence payment, kickback kick-back or other unlawful payment; or (iv) violated or 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, and the rules and regulations thereunder (the “FCPA”), 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 other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and the Controlled Entities and, to the knowledge of the Company, its Subsidiaries other affiliates have conducted their businesses in compliance with all applicable anti-corruption laws, and anti-bribery laws and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote ensure, and ensure which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.therewith;

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries Subsidiaries, nor any directordirector or officer of the Company or any of its Subsidiaries, officeracting in their capacity as such, nor, to the best of the Company’s knowledge, any employee, representative, agent, employee, Affiliate affiliate or other person associated with or Person acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) mademade or taken, or taken any action will make or take, an act in furtherance of, of an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign or domestic government or regulatory official (or employee, including of any officer or employee of a government or a 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 influence official action or secure an improper advantage; (iii) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result is in a violation by such person of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), 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 lawslaw; (iv) made, statute offered, agreed, requested or regulationtaken 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 (v) will directly or indirectly use the proceeds of the offering of the Public Securities by the Company hereunder in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any Person in violation of any applicable anti-bribery or anti-corruption law. The Company and its Subsidiaries and affiliates have conducted their businesses business in compliance with applicable anti-bribery and anti-corruption laws, laws and have instituted instituted, maintained and maintained enforced, and will continue to maintain and enforce adequate policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. No investigation, action, suit or proceedings by or before any Governmental Entity or any arbitrator involving the Company or any of the Subsidiaries with respect to anti-bribery or anti-corruption laws as well as is pending or, to the representations and warranties contained hereinknowledge of the Company, threatened.

Compliance with Anti-Corruption Laws. Neither None of the Company, or any Subsidiary or any of their respective directors, officers, or employees, or, to the knowledge of the Company, any affiliate, agent or representatives of the Company nor or any of its Subsidiaries nor any directorSubsidiary, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has 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, the UK Bribery Act (2010) 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) made, has taken or taken will take any action in furtherance of, of an offer, payment, promise to pay pay, or authorization or approval of any direct the payment or indirect unlawful payment, giving of money, property, gifts, benefit gifts or anything else of value value, directly or indirectly to any foreign or domestic (a) government or regulatory official official, (including any officer b) government employee or employee of a government or a 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 influence official action or secure an improper advantage; (iiiiv) has made, offered, agreed, requested or take taken an act in furtherance of any unlawful paymentbribe or other unlawful benefit, including without limitationincluding, any bribe, rebate, payoffpay-off, influence payment, kickback kick-back or other unlawful paymentor improper payment or benefit; or (ivv) violated or taken any actionwill use, directly or indirectly, that would result the proceeds of the offering of the Offered Securities in a 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 by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), 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 other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and the Subsidiaries and, to the knowledge of the Company, its Subsidiaries other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws, . The Company and the Subsidiaries have instituted and maintained and will continue to maintain and enforce maintain, policies and procedures designed to promote ensure, and ensure which are reasonably expected to continue to ensure, continued compliance therewith and with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.;

Compliance with Anti-Corruption Laws. Neither None of the Company nor or any of its Subsidiaries nor subsidiaries or Affiliated Entities or any directordirector or officer of the Company or any of its subsidiaries or Affiliated Entities nor, officerto the knowledge of the Company, any employee, agent, employee, Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries or Affiliated Entities has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, payment or benefit or anything else of value to any foreign or domestic government or regulatory official (including any 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) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or 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, and the rules and regulations thereunder (the “FCPA”), 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 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, statute offered, agreed, requested or regulation. The 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 and its Subsidiaries subsidiaries and Affiliated Entities have conducted their businesses in compliance with applicable anti-corruption lawswith, and have instituted and maintained maintain and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with with, all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained hereinlaws.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries the Controlled Entities or their respective affiliates, nor any director, officerofficer or employee thereof, nor, to the knowledge of the Company, any agent, employeeaffiliate, Affiliate representative or other person associated with or acting for or on behalf of the Company or of any of its Subsidiaries the Controlled Entities or their respective affiliates, has (i) used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, made or taken or will make or take any action in furtherance of, of an offer, payment, promise to pay pay, or authorization or approval of any direct or indirect unlawful the payment, benefit or giving of money, property, gifts, benefit gifts or anything else of value value, directly or indirectly, to any foreign or domestic “government or regulatory official official” (including any 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), including the family members of any such person) to influence official action or secure an improper advantage; (iii) made, offered, agreed, requested violated or take an act is in furtherance violation of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person 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, and the rules and regulations thereunder (the “FCPA”)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 committed an offence under the Bribery Act 2010 of the United Kingdom, 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; (v) 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-corruption laws, statute or regulation. The Company and its Subsidiaries the Controlled Entities and their respective affiliates have conducted their businesses in compliance with applicable anti-corruption laws, laws and have instituted instituted, maintained and maintained enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery such laws and anti-corruption laws as well as with the representations and warranties contained herein. 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 the Controlled Entities with respect to applicable anti-corruption laws is pending or, to the knowledge of the Company, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries nor any director, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign or domestic government or regulatory official (including any 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) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or 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, and the rules and regulations thereunder (the “FCPA”), 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 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws, and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries nor any director, officer, nor, to the best of the Company’s knowledge after due inquiry, any agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign or domestic government or regulatory official (including any 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) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or 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, and the rules and regulations thereunder (the “FCPA”), 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 other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws, and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries Controlled Entities or their respective affiliates, nor any director, officerofficer or employee, nor, to the best of the Company’s knowledge, any agent, employeeaffiliate, Affiliate or representative of or other person associated with or acting on behalf of the Company or any of its Subsidiaries has Controlled Entities or their respective affiliates, (i) has used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, has taken or taken will take any action in furtherance of, of an offer, payment, promise to pay pay, or authorization or approval of any direct the payment or indirect unlawful payment, giving of money, property, gifts, benefit gifts or anything else of value value, directly or indirectly, to any foreign or domestic “government or regulatory official official” (including any 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)) to influence official action or secure an improper advantage; (iii) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) has violated or taken any action, directly or indirectly, that would result is in a violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), 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 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws; (iv) made, statute offered, agreed, requested or regulation. The 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 (v) will use, directly or indirectly, the proceeds of 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-corruption laws; and the Company and its Subsidiaries Controlled Entities and affiliates have conducted their businesses in compliance with applicable anti-corruption laws, laws and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery such laws and anti-corruption laws as well as with the representations representation and warranties warranty contained herein. No investigation, action, suit or proceedings by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Controlled Entities with respect to the Anti-Corruption Laws is pending or threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries Subsidiaries, nor any directordirector or officer of the Company or any of its subsidiaries nor, officerto the best knowledge of the Company, any agent, employee, Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign or domestic government or regulatory official (including any 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) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or 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, and the rules and regulations thereunder (the “FCPA”), 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 other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws, and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.

Compliance with Anti-Corruption Laws. Neither the Company nor such Selling Shareholder or any of its Subsidiaries nor subsidiaries, or any directordirector or officer of such Selling Shareholder or its subsidiaries, officernor, to the knowledge of such Selling Shareholder, any of its affiliates, any director or officer of such Selling Shareholder’s affiliates, or any employee, agent, employee, Affiliate affiliate or other person associated with or acting on behalf of the Company such Selling Shareholder or any of its Subsidiaries subsidiaries or affiliates has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, payment or benefit or anything else of value to any foreign or domestic government or regulatory official (including any 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) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or 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, and the rules and regulations thereunder (the “FCPA”), 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 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, statute offered, agreed, requested or regulation. The Company 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 such Selling Shareholder and its Subsidiaries subsidiaries have conducted their businesses in compliance with applicable anti-corruption lawswith, and have instituted and maintained maintain and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with with, all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained hereinlaws.

Compliance with Anti-Corruption Laws. Neither None of the Company nor Corporation, any of its Subsidiaries nor Subsidiary, any director, officer, agent, employee, Affiliate director or other person associated with or officer thereof acting on behalf of the Company Corporation or any Subsidiary or, to the knowledge of its Subsidiaries has (i) used the Corporation, any funds for any unlawful contributionagent, giftemployee, entertainment affiliate or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign or domestic government or regulatory official (including any 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 the Corporation or any Subsidiary, or, to the knowledge of the foregoingCorporation, the Related Entity, any Investment Entity, any director or officer thereof or any political party or party official or candidate for political office); (iii) madeagent, offeredemployee, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback affiliate or other unlawful payment; person acting on behalf of the Related Entity or (iv) violated any Investment Entity, is aware of or has taken any action, directly or indirectly, that would result in a violation by such person of any provision persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery Corruption of Foreign Public Officials in International Business TransactionsAct (Canada) (the “CFPOA”), or committed an offence under the Bribery Act 2010 of the United Kingdom, Criminal Code (Canada) or any other applicable anti-bribery or anti-corruption laws, statute rules, or regulation. The Company regulation of Canada or any other jurisdiction in which the Corporation, any Subsidiary, the Related Entity, any Investment Entity conducts business, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” or “foreign public official” (as such terms are defined in the FCPA and its Subsidiaries CFPOA, as applicable) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or the CFPOA, or to any Canadian public official in contravention of the Criminal Code and the Corporation, the Subsidiaries, and to the knowledge of the Corporation, the Related Entity, have conducted their businesses in compliance with applicable anti-corruption lawsthe FCPA, CFPOA, and the Criminal Code (Canada) and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote ensure, and ensure which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained hereintherewith.

Compliance with Anti-Corruption Laws. Neither None of the Company nor or any of its Subsidiaries nor subsidiaries or Affiliated Entities or any directordirector or officer of the Company or any of its subsidiaries or Affiliated Entities nor, officerto the knowledge of the Company, any employee, agent, employee, Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries or Affiliated Entities has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, payment or benefit or anything else of value to any foreign or domestic government or regulatory official (including any 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) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or 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, and the rules and regulations thereunder (the “FCPA”), 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 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, statute offered, agreed, requested or regulation. The 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 and its Subsidiaries subsidiaries and Affiliated Entities have conducted their businesses in compliance with applicable anti-corruption lawswith, and have instituted and maintained maintain and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with with, all applicable anti-bribery and anti-corruption laws as well as (collectively, the representations and warranties contained herein“Anti-Corruption Law”).

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries or Affiliated Entity nor any director, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries or Affiliated Entity has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign or domestic government or regulatory official (including any 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) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or 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, and the rules and regulations thereunder (the “FCPA”), 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 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and its Subsidiaries and Affiliated Entity have conducted their businesses in compliance with applicable anti-corruption laws, and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries subsidiaries or their respective affiliates, nor any directorof their respective directors, officerofficers or, agentto the Company’s knowledge, employeeemployees, Affiliate any agent or other person associated with representatives acting for or acting on behalf of the Company or of any of its Subsidiaries 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) made, taken or taken will take any action in furtherance of, of an offer, payment, promise to pay pay, or authorization or approval of any direct the payment or indirect unlawful payment, giving of money, property, gifts, benefit gifts or anything else of value value, directly or indirectly, to any foreign or domestic “government or regulatory official official” (including any 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)) to influence official action or secure an improper advantage; (iii) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result is in a violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), 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 has violated or is in violation of the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption lawslaw; or (iv) made, statute offered, agreed, requested or regulation. The 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 and its Subsidiaries subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws, and have instituted and maintained laws and will continue to institute and maintain and enforce policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws as well as and with the representations representation and warranties warranty contained herein.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries and Affiliated Entities, nor, to the Company’s knowledge, their respective affiliates, nor any director, officer, or employee thereof, nor, to the Company’s knowledge, any agent, employee, Affiliate representative or any other person associated with or acting on behalf of the Company or any of its Subsidiaries has and Affiliated Entities, (i) has used or will use any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, has taken or taken will take any action in furtherance of, of an offer, payment, promise to pay pay, or authorization or approval of any direct the payment or indirect unlawful paymentbenefits, giving of money, property, gifts, benefit gifts or anything else of value value, directly or indirectly, to any foreign or domestic “government or regulatory official official” (including any officer (a) officer, director or employee of a government or a 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, ) to influence official action or any political party or party official or candidate for political office); (iii) made, offered, agreed, requested or take secure an act improper advantage in furtherance violation of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person 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, and the rules and regulations thereunder (the “FCPA”)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 committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption lawslaw (collectively, statute the “Anti-Corruption Laws”); or regulation(iii) has made or will make any offer, promise, agreement, request or any other act in furtherance of any unlawful bribe or the provision of any other unlawful benefit, including, without limitation, any improper rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit in violation of any Anti-Corruption Laws. The Company and its Subsidiaries and Affiliated Entities, have each conducted their businesses in compliance with applicable antiAnti-corruption laws, Corruption Laws and have instituted instituted, maintained and maintained enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery such laws and anti-corruption laws as well as with the representations and warranties contained herein. No investigation, inquiry, action or suit by or before any court, arbitrator or governmental or regulatory agency, authority or body, involving any actual or alleged violations of any Anti-Corruption Laws by the Company or any of its Subsidiaries and Affiliated Entities, is pending, or to the knowledge of the Company, threatened. Furthermore, none of the Company, the Subsidiaries, and the Affiliated Entities will use the proceeds of the offering, directly or indirectly, in furtherance of 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-Corruption Laws.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries subsidiaries or VIEs, nor any director, officer, nor, to the knowledge of the Company, any affiliate, agent, employeerepresentative, Affiliate employee or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries, VIEs, or of any of its subsidiaries or VIEs acting on behalf of the Company or any of its subsidiaries or VIEs, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to any political activity; , (ii) made, taken or taken will take knowingly any action in furtherance of, of an offer, payment, promise to pay pay, or authorization or approval of any direct the payment or indirect unlawful payment, giving of money, property, gifts, benefit gifts or anything else of value value, directly or indirectly, to any foreign or domestic “government or regulatory official official” (including any 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); ) to influence official action or secure an improper advantage, or (iii) made, offered, agreed, requested or take taken an act in furtherance of any unlawful paymentbribe or other unlawful benefit, including including, without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful paymentor improper payment or benefit; or (iv) violated or 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, and the rules and regulations thereunder (the “FCPA”), 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 other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and its Subsidiaries subsidiaries and VIEs have conducted their businesses in compliance with applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977 and the Xxxxxxx Xxx 0000 of the United Kingdom, and have instituted and maintained maintain and will continue to maintain and enforce policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery such laws and anti-corruption laws as well as with the representations representation and warranties warranty contained herein.

Compliance with Anti-Corruption Laws. Neither the Company (a) No Selling Party, nor any representatives of its Subsidiaries any Selling Party has, directly or indirectly, taken any action that as of the Closing would cause them to be in violation of: (i) the principles set out in the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; (ii) the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder; (iii) the UK Xxxxxxx Xxx 0000; and (iv) any other applicable anti-corruption and/or anti-bribery laws, statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and writs of any Governmental Authority of any jurisdiction applicable to such Selling Party (whether by virtue of jurisdiction or organization or conduct of business) (collectively, the “Applicable Anti-Corruption Laws”). (b) No Selling Party, nor any director, officer, agent, employee, Affiliate representatives of any Selling Party or any other person associated with or Person acting on behalf of the Company any Selling Party 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 its Subsidiaries has the following persons for the purpose of influencing any act or decision of such person in his or her official capacity, inducing such person to do or omit to do any act in violation of the lawful duty of such official, securing any improper advantage, or inducing such person to use his or her influence with a foreign government or instrumentality thereof to affect or to influence any act or decision of such government or instrumentality, in order to assist such Selling Party in obtaining or retaining business for or with, or directing the business to, any Person: (i) used any funds for any unlawful contributionperson who is an agent, giftrepresentative, entertainment or other unlawful expense relating to political activity; (ii) madeofficial, or taken any action in furtherance ofofficer, an offerdirector, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign or domestic government or regulatory official (including any officer or employee of a any non-U.S. government or a governmentany department, agency, or instrumentality thereof (including officers, directors, and employees of state-owned owned, operated or controlled entity entities) or of a public international organization, or ; (ii) any person acting in an official capacity for or on behalf of any of the foregoingsuch government, department, agency, instrumentality, or public international organization; (iii) any political party or party official or thereof; (iv) any candidate for political officeor political party office (such recipients in paragraphs (i); , (ii), (iii) madeand (iv) of this subsection collectively, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment“Government Officials”); or (ivv) violated any other individual or taken entity while knowing or having reason to believe that all or any actionportion of such money or thing of value would be offered, given, or promised, directly or indirectly, that would result to any Government Official. (c) Except as disclosed in the Seller’s filings with the Commission, the Seller has devised and maintained a violation by such person system of any provision internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed and access to assets is permitted only in accordance with the Seller’s applicable policies and procedures and management’s general or specific authorization, and (ii) transactions have been recorded as necessary to permit preparation of the Foreign Corrupt Practices Act of 1977, as amendedperiodic financial statements and to maintain accountability for assets, and the rules Seller has otherwise established reasonable and regulations thereunder adequate internal controls and procedures intended to ensure compliance with Applicable Anti-Corruption Laws. (the “FCPA”)d) The books, 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 records and accounts of the United KingdomSeller have at all times, accurately and fairly reflected, in reasonable detail, the transactions and dispositions of its funds and assets. To the Knowledge of Seller, there have never been any false or fictitious entries made in the books, records or accounts of the Seller relating to any illegal payment or secret or unrecorded fund, and the Seller has not established or maintained a secret or unrecorded fund. (e) Neither the Seller, nor any representatives of the Seller or any other applicable anti-bribery Person acting on behalf of the Seller, has made any payments or anti-corruption lawstransfers of value with the intent, statute or regulation. that have the purpose or effect, of engaging in commercial bribery, or acceptance of or acquiescence in kickbacks or other unlawful or improper means of obtaining business. (f) The Company Seller has not entered into any transaction with any of its Affiliates that has provided to the Seller revenues, earnings or assets that would not have been available to it in an arm’s length transaction with an unaffiliated Person. (g) For purposes of this Section only, the term “representatives” shall also mean, with respect to any Person, such Person’s resellers, distributors, consultants and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws, and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained hereinintermediaries.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries or Consolidated Affiliated Entities or their respective affiliates, nor any directordirector or officer thereof, officernor, to the Company’s best knowledge, any employee, agent, employee, Affiliate representative or other person associated with individual or entity (“Person”) acting for or on behalf of the Company or of any of its Subsidiaries has or Consolidated Affiliated Entities or their respective affiliates, (i) has used or will use any funds corporate funds, directly or indirectly, for any unlawful contribution, gift, entertainment entertainment, or other unlawful expense relating to political activity; (ii) made, has taken or taken will take any action in furtherance of, an of any offer, payment, promise to pay pay, or authorization or approval of any direct or indirect unlawful the payment, giving of money, property, gifts, benefit or anything else of value value, directly or indirectly, to any foreign or domestic a “government or regulatory official official” (including any officer officer, director or employee of a any government branch or a agency, government-owned or controlled entity or of a instrumentality, public international organizationorganization or political party; any political party official or candidate for political office; or any close family member of, or any person Person acting in an official capacity for or on behalf of of, any of the foregoing, ) or to any political party other Person to influence official action or party official secure an improper advantage or candidate for political office); (iii) made, offered, agreed, requested or to take an act any other action in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedthe UK Bribery Act, and 2010, the rules and regulations thereunder (Anti-Unfair Competition Law of the “FCPA”)PRC, or the Criminal Law of the PRC, 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 Prevention of Bribery Act 2010 Ordinance (Cap. 201 of the United Kingdom, Laws of Hong Kong) or any other applicable anti-bribery or anti-corruption lawslaw in each case as amended from time to time (collectively the “Anti-Corruption Laws”); or (iii) has taken, statute directly or regulation. The indirectly, any act in furtherance of an offer, payment, promise to pay, agreement, request, authorization or approval, or any other 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 and its Subsidiaries and Consolidated Affiliated Entities have conducted their businesses in compliance with applicable anti-corruption laws, and have instituted and maintained and will continue to maintain complete and enforce policies accurate books and procedures designed to promote records in accordance with applicable Anti-Corruption Laws and ensure compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained hereingenerally accepted accounting principles.