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

Compliance with International Trade & Anti-Corruption Laws. (a) None of the Group Companies, nor, to the Company’s knowledge, any of the Group Companies’ directors and officers or any of their employees, 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 is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity 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) through (iii) or any country or territory which is itself the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea, Luhansk People’s Republic, and Donetsk People’s Republic regions of Ukraine, Cuba, Iran, North Korea and Syria), to the extent in violation of Sanctions and Export Control Laws. (b) Since the incorporation of the Company, none of the Group Companies, nor, to the Company’s knowledge, any of the Group Companies’ directors and officers or any of their employees, has (i) violated or has caused the Company or any of the Group Companies to be in violation of any applicable Anti-Corruption Law, or (ii) made, offered, promised, paid or received any unlawful bribes, kickbacks or improper payments, to any official or employee of any Governmental Entity, or to any domestic or foreign political party or candidate for political office, in violation of Law or for the purpose of influencing any act or decision of such official or of any Governmental Entity to obtain or retain business or direct business to any Person in violation of Law. (c) Since the incorporation of the Company, none of the Group Companies, their directors and officers or, to the Company’s knowledge, any of their employees 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 applicable Anti-Corruption Law. (d) Since the incorporation of the Company, the Company has complied with all applicable Anti-Corruption Laws.

Compliance with International Trade & Anti-Corruption Laws. (a) None of Neither the Group Companies, nor, to the Company’s knowledge, any of their Representatives or any other Persons in each case to the extent acting for or on behalf of any of the Group Companies’ directors and officers or any of their employees, Companies is or has been, since the incorporation of the CompanyDecember 31, 2015, (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 50% or more owned, directly or indirectly, individually or in the aggregate, fifty percent or more by one or more Persons described in clause subsections (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses subsections (i) through – (iii) or any country or territory which is itself or has, since December 31, 2015, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea, Luhansk People’s Republic, and Donetsk People’s Republic regions Crimea region of Ukraine, Cuba, Iran, North Korea Korea, Venezuela, Sudan and Syria), to the extent ; or (v) otherwise in violation of Sanctions and Export Control Laws. (b) Since the incorporation of the Company, none of Neither the Group Companies, Companies nor, to the Company’s knowledge, any of the Group Companies’ directors and officers their Representatives or any other Persons in each case to the extent acting for or on behalf of their employees, has (i) violated or has caused the Company or any of the Group Companies to be in violation of any applicable Anti-Corruption Law, or has (iii) made, offered, promised, paid or received any unlawful bribes, kickbacks or improper paymentsother similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to any official or employee of any Governmental Entity, or to any a domestic or foreign political party or candidate for political officecandidate, in violation of Law or for the purpose of influencing (iii) otherwise made, offered, received, authorized, promised or paid any act or decision of such official or of improper payment under any Governmental Entity to obtain or retain business or direct business to any Person in violation of LawAnti-Corruption Laws. (c) Since the incorporation of To the Company’s knowledge, none 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 Group Companies or any of their Representatives or any other Persons in each case to the extent acting for or on behalf of any of the Group Companies, their directors and officers orand, to the Company’s knowledge, any of their employees has, directly or indirectly, violated any, or been subject to actual or, to the knowledge of the Company, pending or threatened no such Proceedings, demand lettersfilings, settlements Orders, inquiries or enforcement actions relating governmental investigations have been threatened or are pending and there are no circumstances likely to give rise to any applicable Anti-Corruption Lawsuch Proceedings, filings, Orders, inquiries or governmental investigations. (d) Since the incorporation of the Company, the Company has complied with all applicable Anti-Corruption Laws.

Compliance with International Trade & Anti-Corruption Laws. (a) None of the Group Companies, northeir directors and officers or, to the Company’s knowledge, any of the Group Companies’ directors and officers or any of their employees, 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 is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity 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) through (iii) or any country or territory which is itself the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea, Luhansk People’s Republic, and Donetsk People’s Republic regions of Ukraine, Cuba, Iran, North Korea and Syria), to the extent in violation of Sanctions and Export Control Laws. (b) Since the incorporation of the Company, none of the Group Companies, northeir directors and officers or, to the Company’s knowledge, any of the Group Companies’ directors and officers or any of their employees, has (i) violated or has caused the Company or any of the Group Companies to be in violation of any applicable Anti-Corruption Law, or (ii) made, offered, promised, paid or received any unlawful bribes, kickbacks or improper payments, to any official or employee of any Governmental Entity, or to any domestic or foreign political party or candidate for political office, in violation of Law or for the purpose of influencing any act or decision of such official or of any Governmental Entity to obtain or retain business or direct business to any Person in violation of Law. (c) Since the incorporation of the Company, none of the Group Companies, their directors and officers or, to the Company’s knowledge, any of their employees 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 applicable Anti-Corruption Law. (d) Since the incorporation of the Company, the Company has complied with all applicable Anti-Corruption Laws.

Compliance with International Trade & Anti-Corruption Laws. (a) None of the Group CompaniesCompany, noror, to the Company’s knowledge, its officers, directors or employees, or any other Persons acting for or on behalf of any of the Group Companies’ directors and officers or any of their employeesforegoing, is or has been, since the incorporation of the Company’s incorporation, (i) a Person named on any Sanctions and Export Control Laws-Laws related list of designated Persons maintained by a any 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 50% or more owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging engaged 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 the Company’s incorporation, been the subject of or target of any Sanctions and Export Control Laws Laws; or (at the time of this Agreement, the Crimea, Luhansk People’s Republic, and Donetsk People’s Republic regions of Ukraine, Cuba, Iran, North Korea and Syria), to the extent v) otherwise in violation of any applicable Sanctions and Export Control Laws. (b) Since the incorporation . None of the Company, none of the Group Companies, noror, to the Company’s knowledge, its officers, directors or employees, or any other Persons acting for or on behalf of any of the Group Companies’ directors and officers or any of their employeesforegoing, has since the Company’s incorporation, (i) violated or has caused the Company or any of the Group Companies to be in violation of any applicable Anti-Corruption Law, or (ii) made, offered, promised, paid or received any unlawful bribes, kickbacks or improper paymentsother similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to any official or employee of any Governmental Entity, or to any 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. 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 other Persons in each case to the extent acting for political office, in violation of Law or for the purpose of influencing any act or decision of such official or on behalf of any Governmental Entity to obtain or retain business or direct business to any Person in violation of Law. (c) Since the incorporation of the Company, none of the Group Companies, their directors and officers orand, to the Company’s knowledge, no such proceedings, filings, orders, inquiries or governmental investigations have been threatened or are pending. “Sanctions and Export Control Laws” means any applicable law related to (a) import and export controls, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations such other controls administered by the U.S. Customs and Border Protection, (b) economic sanctions, including those administered by the Office of their employees hasForeign Assets Control of the U.S. Department of the Treasury, directly the U.S. Department of State, the European Union, any European Union Member State, the United Nations, and Her Majesty’s Treasury of the United Kingdom or indirectly(c) anti-boycott measures. “Governmental Entity” means any United States or non-United States (a) federal, violated anystate, local, municipal or other government, (b) governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, or been subject entity and any court or other tribunal) or (c) body exercising or entitled to actual orexercise any administrative, to the knowledge executive, judicial, legislative, police, regulatory, or taxing authority or power of the Companyany nature, pending including any arbitral tribunal (public or threatened Proceedings, demand letters, settlements or enforcement actions relating to any applicable Anti-Corruption Law. (d) Since the incorporation of the Company, the Company has complied with all applicable private). “Anti-Corruption Laws” means, collectively, (a) the U.S. Foreign Corrupt Practices Act (FCPA), (b) the UK Bxxxxxx Xxx 0000 and (c) any other applicable anti-bribery or anti-corruption laws or orders related to combatting bribery, corruption and money laundering.

Compliance with International Trade & Anti-Corruption Laws. (a) None of Since January 1, 2018, and except where the failure to be, or to have been, in compliance with such Laws has not been or would not, individually or in the aggregate, reasonably be expected to be material to the Company taken as a whole, neither the Group Companies, Companies nor, to the Company’s knowledge, any of the Group Companies’ directors and officers their Representatives, or any other Persons acting for or on behalf of their employeesany of the foregoing, is or has been, since the incorporation of the Company, 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 LawsLaws (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); (iii) an entity 50% -percent 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) through (iii) or any country or territory which is itself the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea, Luhansk People’s Republic, and Donetsk People’s Republic regions of Ukraine, Cuba, Iran, North Korea and Syria), to the extent in violation of Sanctions and Export Control Laws. (b) Since the incorporation of the Company, none of Neither the Group Companies, their directors or officers, nor, to the Company’s knowledge, any of the Group Companies’ directors and officers or any of their employees, has (i) violated agents, or has caused the Company any other Persons acting for or on behalf of any of the Group Companies to be in violation of any applicable Anti-Corruption Lawhas, directly or knowingly indirectly (iii) made, offered, promised, authorized, paid or received any unlawful bribes, kickbacks or improper paymentsother similar payments to or from any Person, (ii) made, offered, promised, authorized or paid any unlawful contributions to any official or employee of any Governmental Entity, or to any a domestic or foreign political party or candidate for political officeor (iii) otherwise made, offered, promised, authorized, paid or received any improper payment in violation of Law or for the purpose of influencing any act or decision of such official or of any Governmental Entity Anti-Corruption Laws. The Group Companies have implemented and maintained policies and procedures reasonably designed to obtain or retain business or direct business to any Person in violation of Lawpromote compliance with Anti-Corruption Laws. (c) Since the incorporation of the Company, none of the Group Companies, their directors and officers or, to the Company’s knowledge, any of their employees has, directly or indirectly, violated any, or been subject to actual or, to To the knowledge of the Company, pending there is no current investigation, allegation, request for information, or threatened Proceedings, demand letters, settlements other inquiry by any Governmental Entity regarding the actual or enforcement actions relating to any applicable possible violation of the Anti-Corruption Law. (d) Since the incorporation Laws by any Group Company and since January 1, 2018, no Group Company has received any written notice that there is any investigation, allegation, request for information, or other inquiry by any Governmental Entity regarding an actual or possible violation of the Company, the Company has complied with all applicable Anti-Corruption Laws.

Compliance with International Trade & Anti-Corruption Laws. (a) None of Neither the Group Companies, Companies nor, any of their respective officers, directors, or employees, or to the Company’s knowledge, any of the Group Companies’ directors and officers their other Representatives, or any other Persons acting for or on behalf of their employeesany of the foregoing, is or has been, since the incorporation of the CompanyLookback Date, (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 (or the government of which is) itself the subject of or target of any comprehensive Sanctions and Export Control LawsLaws (at the time of this Agreement, the Crimea region of Ukraine, the so-called Donetsk People’s Republic or the so-called Luhansk People’s Republic of Ukraine, Cuba, Iran, North Korea, Venezuela, and Syria); (iii) an entity fifty percent (50% %) or more more-owned, directly or indirectly, or otherwise controlled by one (1) 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 the subject ), in each case in violation of or target of any applicable Sanctions and Export Control Laws or the anti-boycott Laws administered by the U.S. Department of Commerce and the U.S. Department of Treasury’s Internal Revenue Service (at the time of this Agreementcollectively, the Crimea, Luhansk People’s Republic, and Donetsk People’s Republic regions of Ukraine, Cuba, Iran, North Korea and Syria), to the extent in violation of Sanctions and Export “Trade Control Laws”). The Company is not a “TID U.S. Business” as such term is defined at 31 C.F.R. 800.248. (b) Since the incorporation of the Company, none of Neither the Group Companies, Companies nor, any of their respective officers, directors, or employees, or to the Company’s knowledge, any of the Group Companies’ directors and officers their other Representatives, or any other Persons acting for or on behalf of their employees, any of the foregoing has (i) violated or has caused the Company or any of the Group Companies to be in violation of any applicable Anti-Corruption Law, or (ii) made, offered, promised, paid or received any unlawful bribes, kickbacks or improper paymentsother similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to any official or employee of any Governmental Entity, or to any a domestic or foreign political party or candidate or any other Person for political officeany improper purpose or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment, in each case in violation of Law or for the purpose of influencing any act or decision of such official or of any Governmental Entity to obtain or retain business or direct business to any Person in violation of Law. (c) Since the incorporation of the Company, none of the Group Companies, their directors and officers or, to the Company’s knowledge, any of their employees 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 applicable Anti-Corruption Law. (d) Since the incorporation of the Company, the Company has complied with all applicable Anti-Corruption Laws.