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

Compliance with International Trade & Anti-Corruption Laws. (a) Since Parent’s incorporation, neither Parent nor, to Parent’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) - (iii) or any country or territory which is or has, since Parent’s incorporation, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Venezuela, Sudan, Syria, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic). (b) Since Parent’s incorporation, neither Parent nor, to Parent’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws.

Compliance with International Trade & Anti-Corruption Laws. (a) Since Parent’s incorporation, neither Parent Neither the Group Companies nor, to Parent’s knowledgethe knowledge of the applicable Company Party, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, since the incorporation of each Company Party, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) - (iii) or any country or territory which is or has, since Parent’s incorporationthe incorporation of each Company Party, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Venezuela, Sudan, Syria, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic). (b) Since Parent’s incorporation, neither Parent Neither the Group Companies nor, to Parent’s knowledgethe knowledge of the applicable Company Party, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws.

Compliance with International Trade & Anti-Corruption Laws. (a) Since ParentCCTS’s incorporation, neither Parent CCTS, nor, to ParentCCTS’s knowledge, its directors and officers, any of their Representatives, Representatives or any other Persons acting for or on behalf of any of the foregoing, is or has been, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) - through (iii) or any country or territory which is itself or has, since ParentCCTS’s incorporation, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region Crimea, Luhansk People’s Republic, and Donetsk People’s Republic regions of Ukraine, Cuba, Iran, North Korea, Venezuela, Sudan, Sudan and Syria, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic). (b) Since ParentCCTS’s incorporation, neither Parent CCTS, nor, to ParentCCTS’s knowledge, its directors and officers, any of their Representatives, Representatives or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws.

Compliance with International Trade & Anti-Corruption Laws. (a) Since Parent’s incorporationthe Lookback Date, neither Parent TortoiseCorp III nor, to ParentTortoiseCorp III’s knowledge, any of their its Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any comprehensive Sanctions and Export Control Laws; (iii) an entity fifty percent (50%) or more-owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) - (iii) or any country or territory which is or hasi)—(iii), since Parent’s incorporation, been the subject in each case in violation of or target of any applicable Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Venezuela, Sudan, Syria, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic)Laws. (b) Since Parent’s incorporationthe Lookback Date, neither Parent TortoiseCorp III nor, to ParentTortoiseCorp III’s knowledge, any of their its Representatives, or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, ; (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate for any improper purpose or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws.

Compliance with International Trade & Anti-Corruption Laws. (a) Since Parent’s incorporationNone of the Company, neither Parent norany of its officers, directors or employees or, to Parentthe Company’s knowledge, any of their its other Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, since the Company’s incorporation, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) - through (iii) or any country or territory which is or has, since Parentthe Company’s incorporation, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Venezuela, Sudan, Sudan and Syria, the so-called Donetsk People’s Republic ); or (v) otherwise in violation of any applicable Sanctions and the so-called Luhansk People’s Republic)Export Control Laws. (b) Since Parent’s incorporationNone of the Company, neither Parent norany of its officers, directors or employees or, to Parentthe Company’s knowledge, any of their its other Representatives, or any other Persons acting for or on behalf of any of the foregoing has has, since the Company’s incorporation, (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws. (c) To the Company’s knowledge, there are no Proceedings, filings, Orders, inquiries or governmental investigations alleging any such violations of Anti-Corruption Laws or Sanctions and Export Control Laws by the Company or any of its Representatives or any other Persons in each case to the extent acting for or on behalf of any of the Company, and, to the Company’s knowledge, no such Proceedings, filings, Orders, inquiries or governmental investigations have been threatened or are pending.

Compliance with International Trade & Anti-Corruption Laws. (a) Since ParentFLAC’s incorporation, neither Parent FLAC, its directors and officers, nor, to ParentFLAC’s knowledge, any of their Representatives, Representatives or any other Persons acting for or on behalf of any of the foregoing, is or has been, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) - through (iii) or any country or territory which is itself or has, since ParentFLAC’s incorporation, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region Crimea, Luhansk People’s Republic, and Donetsk People’s Republic regions of Ukraine, Cuba, Iran, North Korea, Venezuela, Sudan, Sudan and Syria, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic). (b) Since ParentFLAC’s incorporation, neither Parent FLAC, its directors and officers, nor, to ParentFLAC’s knowledge, any of their Representatives, Representatives or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws.

Compliance with International Trade & Anti-Corruption Laws. (a) Since Parent’s incorporationNone of the Group Companies, neither Parent northeir directors and officers or, to Parentthe Company’s knowledge, any of their Representatives, other Representatives or any other Persons acting for or on behalf of any of the foregoing, is or has been, since the incorporation of the Company, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which that is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, 50% or more by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in unlawful dealings with or for the benefit of any Person described in clauses (i) - through (iii) or any country or territory which that is or has, since Parent’s incorporationthe incorporation of the Company, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Venezuela, SudanRussia, Syria, the so-called Donetsk People’s Republic Venezuela and the so-called Crimea, Donetsk or Luhansk People’s Republicregions of Ukraine). (b) Since Parent’s incorporationNone of the Group Companies, neither Parent northeir directors and officers or, to Parentthe Company’s knowledge, any of their Representatives, other Representatives or any other Persons acting for or on behalf of any of the foregoing foregoing, has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any improper contributions, directly or indirectly, to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws. (c) None of the Group Companies, their directors and officers or, to the Company’s knowledge, any of their other Representatives or any other Persons acting for or on behalf of any of the foregoing has, directly or indirectly, violated any, or been subject to actual or, to the knowledge of the Company, pending or threatened Proceedings, demand letters, settlements or enforcement actions relating to any Anti-Corruption Law. (d) During the last five (5) years, the Company has complied with all applicable Anti-Corruption Laws.

Compliance with International Trade & Anti-Corruption Laws. (a) Since ParentSLAM’s incorporation, neither Parent SLAM nor, to ParentSLAM’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or clause (ii); or (iv) otherwise engaging in unlawful dealings with or for the benefit of any Person described in clauses clause (i) - through clause (iii) or any country or territory which is or has, since ParentSLAM’s incorporation, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region of Ukraine, the so-called Donetsk and Luhansk regions of Ukraine, Cuba, Iran, North Korea, Venezuela, Sudan, and Syria, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic). (b) Since ParentSLAM’s incorporation, neither Parent SLAM nor, to ParentSLAM’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws.

Compliance with International Trade & Anti-Corruption Laws. (a) Since Parent’s incorporation, neither Parent Neither the Group Companies nor, to Parentthe Company’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, in the last five (5) years, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a an applicable Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity ownedowned in any part, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) - through (iii) or any country or territory which is or has, since Parent’s incorporationin the last five (5) years, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region including certain regions of Ukraine, Russia, Cuba, Iran, North Korea, Venezuela, Sudan, Venezuela and Syria, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic). (b) Since Parent’s incorporationIn the last five (5) years, neither Parent none of the Group Companies has received from any Governmental Entity or any other Person any notice, inquiry, or internal or external allegation, made any voluntary or involuntary disclosure to a Governmental Entity, or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing, in each case, related to or in connection with Sanctions and Export Control Laws. (c) Neither the Group Companies nor, to Parentthe Company’s knowledge, any of their Representatives, or any other Persons Person acting for or on behalf of any of the foregoing foregoing, has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar unlawful payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate that violate Anti-Corruption Laws, or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment prohibited under any Anti-Corruption Laws. (d) The Group Companies have adopted a system of policies, procedures, and internal controls to the extent required by applicable Anti-Corruption Laws, and any such policies, procedures and internal controls are reasonably designed to prevent violations of such Anti-Corruption Laws. (e) The operations of the Group Companies are and have been conducted in material compliance with all applicable financial recordkeeping and reporting requirements and Sanctions and Export Control Laws and Anti-Corruption Laws. The Group Companies and their respective directors and officers have not falsified any entry in any book, record, or account of the Group Companies, and all such entries fairly and accurately reflect the relevant transactions and dispositions of the Group Companies’ assets in reasonable detail. (f) No director, officer or employee of any Group Company is a Government Official.

Compliance with International Trade & Anti-Corruption Laws. (a) Since Parent’s incorporation, neither Parent Neither the Company nor, to Parentthe Company’s knowledge, any of their its Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, for the past five (5) years, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or clause (ii); or (iv) otherwise engaging in unlawful dealings with or for the benefit of any Person described in clauses clause (i) - through clause (iii) or any country or territory which is or has, since Parent’s incorporationthe incorporation of the Company, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region of Ukraine, the so-called Donetsk and Luhansk regions of Ukraine, Cuba, Iran, North Korea, Venezuelaand Syria); or (v) engaging in any export, Sudanre-export, Syriatransfer or provision of any goods, software, technology, data or service without, or exceeding the so-called Donetsk People’s Republic scope of, any required or applicable licenses or authorizations under all applicable Sanctions and Export Control Laws. The Company maintains policies and procedures reasonably designed to comply with the so-called Luhansk People’s Republic)ITAR. (b) Since Parent’s incorporation, neither Parent Neither the Company nor, to Parentthe Company’s knowledge, any of their its Representatives, or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws.