Common use of Compliance with Laws; Certain Business Practices Clause in Contracts

Compliance with Laws; Certain Business Practices. (a) Company and each Company Subsidiary has complied in all material respects with, is not in material violation of, and has not received, nor to the knowledge of Seller is there any Basis for, any allegation or notice of material default or violation with respect to, any Laws or Permits with respect to the conduct of its business, or the ownership or operation of its business. No event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) constitute, or result directly or indirectly in, a default under, a material breach or violation of, or a failure to comply with, any Laws or Permits with respect to the conduct of the business of Company or any Company Subsidiary or the ownership or operation of Company or any Company Subsidiary. Company and each Company Subsidiary owns or possesses all material Permits that are necessary to conduct the business of Company as presently conducted and as proposed to be conducted. (b) None of Company, any Company Subsidiaries or any of their respective directors, officers, employees, distributors or agents while retained by Company or any Company Subsidiary or any other Person acting on behalf of any such Person have, with respect to the business of Company or any Company Subsidiary, (1) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activity or (2) made any unlawful payment to any government official or employee or any political party or campaign or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 or the Organisation for Economic Co-operation and Development’s (OECD) Convention on Combating Bribery of Foreign Public Officials in Business Transactions or any other Law applicable to the conduct of business with Government Authorities (collectively, “Anti-bribery Laws”). True, correct and complete copies of each arrangement in effect, if any, as of the date of this Agreement between Company, on the one hand, and any foreign sales agent or foreign sales representative thereof, on the other hand, have been Made Available to Buyer. (c) Neither the Company nor any Company Subsidiary has applied for or received, is or will be entitled to or is or will be the beneficiary of any grant, subsidy or financial assistance from any Government Authority. (d) Company and each Company Subsidiary has at all times conducted its export transactions in accordance with (1) all applicable U.S. export and re-export controls, including the United States Export Administration Act of 2001, as amended, and Regulations and Foreign Assets Control Regulations and (2) all other applicable import/export controls in other countries in which Company or any Company Subsidiary conducts business. Without limiting the foregoing: (1) Company and each Company Subsidiary has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Government Authority required for (1) the export, import and re-export of products, services, software and technologies and (2) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (2) Company and each Company Subsidiary is in material compliance with the terms of all Export Approvals; (3) There are no pending or, to the knowledge of Seller, threatened claims against Company or any Company Subsidiary with respect to such Export Approvals; (4) There are no actions, conditions or circumstances pertaining to Company’s or any Company Subsidiary’s export transactions that may give rise to any future claims; and (5) No Export Approvals for the transfer of export licenses to Buyer or Company are required, or such Export Approvals can be obtained expeditiously without material cost. (e) Section 2.17(e) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to Company’s products, services, software and technologies. (f) Each material Permit (i) under which Company or any Company Subsidiary currently operates or holds any interest in any of their assets, or (ii) that is required for the operation of Company’s or any Company Subsidiary’s businesses as presently conducted or the holding of any such interest (collectively, the “Company Authorizations”) has been issued or granted to Company or Company Subsidiary, as applicable. The Company Authorizations are in full force and effect and constitute all Company Authorizations required to permit Company to lawfully operate or conduct its businesses or hold any interest in its assets.

Compliance with Laws; Certain Business Practices. (a) Since January 1, 2019, the Company and each Company Subsidiary has complied in all material respects with, is not in material violation of, and has not received, nor to the knowledge of Seller is there received any Basis for, any written allegation or written notice of material default or material violation with respect to, any Laws or Permits with respect to the conduct of its business, or the ownership or operation of its assets or business. No event To the knowledge of the Company, no Company Website or Company Service has occurredin the past been or is presently the subject of (i) any material claim against the Company, one of its Top Customers or any other Person in any civil action in any U.S. or state court or any regulatory or administrative action by any Governmental Authority, including the U.S. Citizenship and no condition or circumstance existsImmigration Services, that might (with or without notice or lapse of time or both) constituteU.S. Securities and Exchange Commission and U.S. Internal Revenue Service, or result directly (ii) an administrative deficiency letter, “Xxxxx notice” or indirectly in, a default under, a material breach or violation of, or a failure to comply with, any Laws or Permits with respect to the conduct of the business of Company or any Company Subsidiary or the ownership or operation of Company or any Company Subsidiary. Company and each Company Subsidiary owns or possesses all material Permits that are necessary to conduct the business of Company as presently conducted and as proposed to be conductedsimilar administrative action. (b) None of Neither the Company, any Company Subsidiaries or nor any of their respective its directors, officers, nor to the knowledge of the Company, any of its employees, distributors or agents while retained by the Company or any Company Subsidiary or any other Person acting on behalf of any such Person havePerson, has, with respect to the business of Company or any Company Subsidiarythe Company, (1i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activity or (2ii) made any unlawful payment to any government official or employee or any political party or campaign or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 or the Organisation for Economic Co-operation and Development’s (OECD) Convention on Combating Bribery of Foreign Public Officials in Business Transactions or any other Law applicable to the conduct of business with Government Authorities (collectively, “Anti-bribery Laws”). True, correct and complete copies of each arrangement in effect, if any, as of the date of this Agreement between Company, on the one hand, and any foreign sales agent or foreign sales representative thereof, on the other hand, have been Made Available to BuyerGovernmental Authorities. (c) Neither the The Company nor any Company Subsidiary has not applied for or received, or to the knowledge of the Company, is or will be entitled to or is or will be the beneficiary of any grant, subsidy or financial assistance from any Government Governmental Authority. (d) Since January 1, 2019, the Company and each Company Subsidiary has at all times conducted its export transactions in accordance with (1i) all applicable U.S. export and re-export controls, including the United States Export Administration Act of 2001, as amended, and Regulations and Foreign Assets Control Regulations and (2ii) all other applicable import/export controls in other countries in which the Company or any Company Subsidiary conducts business. Without limiting the foregoing: , neither the Company, nor any employees, officers, or directors of the Company, nor any agents or other persons acting for, on behalf of, or at the direction of the Company: (1A) Company has been or is designated on or is owned or controlled by any party that has been or is designated on, any list of restricted parties maintained by any U.S. Governmental Authority, including the list of Specially Designated Nationals and each Company Subsidiary Blocked Persons List maintained by the U.S. Department of the Treasury, Office of Foreign Assets Control; or (B) has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with engaged in any Government Authority required for transaction (1x) the export, import and re-export in violation of products, services, software and technologies and (2) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (2) Company and each Company Subsidiary is in material compliance with the terms of all Export Approvals; (3) There are no pending or, to the knowledge of Seller, threatened claims against Company applicable Law involving any party designated on or any Company Subsidiary with respect to party owned or controlled by any party designated on, any such Export Approvals; (4) There are no actions, conditions or circumstances pertaining to Company’s or any Company Subsidiary’s export transactions that may give rise to any future claims; and (5) No Export Approvals for the transfer of export licenses to Buyer or Company are requiredlists, or such Export Approvals can be obtained expeditiously without material cost(y) with or in any country or territory subject to an embargo or substantial restrictions on trade under the U.S. economic sanctions. (e) Section 2.17(e2.16(e) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to Company’s products, services, software the Company Websites and technologiesCompany Services. (f) Each material Permit (i) under which the Company or any Company Subsidiary currently operates or holds any interest in any of their its assets, or (ii) that is required for the operation of the Company’s or any Company Subsidiary’s businesses business as presently conducted or the holding of any such interest (collectively, the “Company Authorizations”) ), has been issued or granted to Company or Company Subsidiary, as applicablethe Company. The Company Authorizations are have continuously been, and remain, in full force and effect and constitute all Company Authorizations material Permits required to permit the Company to lawfully operate or conduct its businesses or business and hold any interest in its assets. Without limiting the foregoing: (i) Since the issuance of each Company Authorization, the Company is, and has been, in compliance in all material respects with all of the terms and requirements of the Company Authorizations; (ii) The Company has not received any written notice of cancellation or suspension of any Company Authorization (except for any cancellation or suspension that is in response to a request by the Company pursuant to this Agreement) and is not, and has not been, in default or violation of any Company Authorization in any material respect; (iii) There is no Action pending, or, to the knowledge of the Company, threatened against the Company that seeks the revocation, cancellation, suspension or adverse modification of any Company Authorization, except for any such revocation, cancellation, suspension or adverse modification of any Company Authorization that is in response to a request by the Company pursuant to this Agreement; (iv) The Company has timely filed all material reports, written notices and statements, and complied, in all material respects, with all examinations, inquiries and requests in respect of the Company Authorizations (together with any amendments required to be made with respect thereto) that were required to be filed under any Law with any applicable Governmental Authority, and no material deficiencies have been asserted by any Governmental Authority with respect to any such report, written notice or statement that have not been cured or satisfied; and (v) Since the issuance of each Company Authorization, the Company has conducted (and updated as necessary) any background checks on its officers, directors, employees, and consultants to the extent required by the Company Authorizations or Law, and, to the Company’s knowledge, no officer, director, employee or consultant of the Company is the subject of any investigation, examination, or process, judicial or otherwise, that would reasonably be expected to lead to the loss, suspension, or restriction of any Company Authorization. (g) Since January 1, 2019, the Company has conducted its business in all material respects in accordance with all applicable Financial Services Laws, Orders and Permits, including any state requirements to hold licenses or registrations relating to, as applicable, mortgage brokering, loan brokering, insurance production, and lead generation or pursuant to applicable Financial Services Laws. (h) To the knowledge of the Company, (i) no Governmental Authority has asserted or threatened an Action alleging that the Company or its officers, directors or employees violated any applicable Financial Services Laws or Orders, conducted business without a required Permit, or engaged in fraud or otherwise complied deficiently in any manner with any applicable Financial Services Laws, Orders or Permits and (ii) there are no Actions pending or, to the knowledge of the Company, threatened against the Company or any of its officers, directors or employees relating to the Company’s business that may give rise to any material claims, fines, penalties or Orders against the Company or any of its officers, directors or employees. (i) The Company does not have any material liability under the doctrine of either escheat or unclaimed property.

Compliance with Laws; Certain Business Practices. (a) The Company and each Company Subsidiary of its Subsidiaries has complied in all material respects with, is not in material violation of, and has not received, nor to the knowledge Knowledge of Seller the Company is there any reasonable Basis for, any allegation notices of suspected, potential or notice of material default or actual violation with respect to, any applicable Laws or Permits with respect to the conduct of its business, or the ownership or operation of its business. No event has occurred, and no condition or circumstance exists, that might would (with or without notice or lapse of time or both) constitute, or result directly or indirectly in, a default under, a material breach or violation of, or a failure to comply with, any applicable Laws or Permits with respect to the conduct of the business of the Company or any Company Subsidiary of its Subsidiaries or the ownership or operation of the Company or any of its Subsidiaries. The Company Subsidiary. Company and each Company or a Subsidiary of it owns or possesses all material Permits that are necessary to conduct the business of the Company and its Subsidiaries as presently conducted and as proposed to be conducted. (b) None of the Company, any Company of its Subsidiaries or any of their respective directors, officers, employees, distributors or agents while retained by Company or any Company Subsidiary or any other Person acting on behalf of any such Person havehas, with respect to the business of the Company or any Company Subsidiaryof its Subsidiaries, directly or indirectly, (1a) taken any action that would cause it to be in violation of the U.S. Foreign Corrupt Practices Act of 1977 or the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions or any other Law applicable to the conduct of business with Governmental Authorities (collectively, the “FCPA”), (b) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activity or (2c) made made, offered or authorized any unlawful payment to any government official or employee or any political party or campaign or violated any provision of campaign. The Company has established effective internal controls and procedures with respect to compliance with the U.S. Foreign Corrupt Practices Act of 1977 or the Organisation for Economic Co-operation FCPA and Development’s (OECD) Convention on Combating Bribery of Foreign Public Officials in Business Transactions or any other Law applicable to the conduct of business with Government Authorities (collectively, “Anti-bribery Laws”). True, correct and complete copies of each arrangement in effect, if any, as of the date of this Agreement between Company, on the one hand, and any foreign sales agent or foreign sales representative thereof, on the other hand, have been has Made Available to BuyerParent documentation related to such controls and procedures. (c) Neither the Company nor any Company Subsidiary of its Subsidiaries has applied for or received, is or will be entitled to or is or will be the beneficiary of of, any grant, subsidy or financial assistance from any Government Governmental Authority. (d) During the past five (5) years, the Company and each Company Subsidiary has at all times of its Subsidiaries have conducted its their export transactions in accordance with (1) all applicable U.S. export and re-export controls, including the United States Arms Export Control Act (22 U.S.C. Sec. 2778), the International Traffic in Arms Regulations (22 C.F.R. Sec. 120 et seq.) (“ITAR”) , the Export Administration Act Regulations (15 C.F.R. Sec. 730 et seq.), U.S. economic sanctions regulations administered by the Office of 2001, as amended, and Regulations and Foreign Assets Control Regulations of the United States Department of the Treasury, and (2) all other applicable import/Laws and regulations related to export and re-export controls in other countries any applicable jurisdiction in which the Company or any Company Subsidiary conducts business. None of the Company’s products, software or technology is controlled on the Commerce Control List in the Export Administration Regulations at a level higher than Anti-Terrorism (AT) controls or described on the U.S. Munitions List in the ITAR, and such products and technology are available from competitors of the Company both within and outside of the United States. Without limiting the foregoing: (1i) The Company and each Company Subsidiary has of its Subsidiaries have obtained or acted in accordance with all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Government Authority Governmental Entity required for (1A) the export, import and re-export of products, services, software and technologies and (2B) releases of technologies and software source code to foreign nationals located in the United States and abroad (“Export Approvals”);. (2ii) The Company and each Company Subsidiary is of its Subsidiaries are in material compliance with the terms of all applicable Export Approvals;. (3iii) There are no pending or, to the knowledge Knowledge of Sellerthe Company, threatened claims against the Company or any Company Subsidiary with respect to such Export Approvals;. (4iv) There To the Knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that may give rise to any future claims; and. (5v) No Export Approvals for the transfer of export licenses licenses, if any, to Buyer Parent or Company the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost. (evi) Section 2.17(e2.14‎(d) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company’s products, services, software and technologies. (fe) Each material Permit (i) under which Neither the Company or any Company Subsidiary currently operates or holds any interest in nor any of their assetsits Subsidiaries appear on any U.S. Government restricted parties lists, or (ii) that is required for including the operation Specially Designated Nationals and Blocked Persons List of Company’s or any Company Subsidiary’s businesses as presently conducted or the holding Office of any such interest (collectivelyForeign Assets Control of the U.S. Department of the Treasury, the “Company Authorizations”) has been issued or granted to Company or Company SubsidiaryU.S. Department of Commerce's Entity List, as applicable. The Company Authorizations are in full force Denied Persons List, and effect Unverified List, and constitute all Company Authorizations required to permit Company to lawfully operate or conduct its businesses or hold any interest in its assetsthe U.S. Department of State's Debarred List.

Compliance with Laws; Certain Business Practices. (a) The Company and each Company Subsidiary has complied in all material respects with, is not in material violation of, and has not received, nor to the knowledge of Seller the Company is there any Basis for, any allegation notices of suspected, potential or notice of material default or actual violation with respect to, any Laws or Permits with respect to the conduct of its business, or the ownership or operation of its business. No event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) constitute, or result directly or indirectly in, a default under, a material breach or violation of, or a failure to comply with, any Laws or Permits with respect to the conduct of the business of the Company or any Company Subsidiary or the ownership or operation of the Company. The Company or any Company Subsidiary. Company and each Company Subsidiary owns or possesses all material Permits that are necessary to conduct the business of the Company as presently conducted and as proposed to be conducted. (b) None There is no and there has not been any Action (other than Actions that have been terminated without any adverse consequences for the Company) or Order against the Company or agreement with respect to any alleged actual or potential violation of Company, or failure to comply with any applicable Law. (c) The Company Subsidiaries or any of their respective its directors, officers, employees, distributors or agents while retained by Company or any Company Subsidiary or any other Person acting on behalf of any such Person have, with respect to the business of Company the Company, directly or any Company Subsidiaryindirectly, (1) used taken any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating action that would cause it to any political activity or (2) made any unlawful payment to any government official or employee or any political party or campaign or violated any provision be in violation of the U.S. Foreign Corrupt Practices Act of 1977 or the Organisation for Economic Co-operation and Development’s (OECD) OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions or any other Law applicable to the conduct of business with Government Governmental Authorities (collectively, the “Anti-bribery LawsFCPA”), (2) made, offered or authorized the use of, or used any funds or provided anything of value (A) for unlawful payments, contributions, gift, entertainment or other unlawful expenses or payments relating to political activity, (B) to foreign or domestic government officials or employees or any political party or campaign, (C) for a bribe, rebate, payoff, influence payment, kickback or other similar payment. TrueThe Company has delivered or made ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** available to Parent true, correct and complete copies of each arrangement in effect, if any, as of between the date of this Agreement between Company, on the one hand, and any foreign sales agent or foreign sales representative thereof, on the other hand, have been Made Available to Buyer. (cd) Neither the The Company nor any Company Subsidiary has not applied for or received, is not or will not be entitled to or is not or will not be the beneficiary of of, any grant, subsidy or financial assistance from any Government Governmental Authority. (de) The Company and each Company Subsidiary has at all times conducted its their export transactions in accordance with (1A) all applicable U.S. export and re-export controls, including the United States Export Administration Act of 2001, as amended, 2001 and Regulations and Foreign Assets Control Regulations and (2B) all other applicable import/export controls in other countries in which the Company or any Company Subsidiary conducts business. Without limiting the foregoing: (1) Company and each Company Subsidiary has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Government Authority required for (1) the export, import and re-export of products, services, software and technologies and (2) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (2) Company and each Company Subsidiary is in material compliance with the terms of all Export Approvals; (3) There are no pending or, to the knowledge of Seller, threatened claims against Company or any Company Subsidiary with respect to such Export Approvals; (4) There are no actions, conditions or circumstances pertaining to Company’s or any Company Subsidiary’s export transactions that may give rise to any future claims; and (5) No Export Approvals for the transfer of export licenses to Buyer or Company are required, or such Export Approvals can be obtained expeditiously without material cost. (e) Section 2.17(e2.14(e) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company’s products, services, software and technologies. (f) Each material Permit (i) under which Company or any Company Subsidiary currently operates or holds any interest in any of their assets, or (ii) that is required for the operation of Company’s or any Company Subsidiary’s businesses as presently conducted or the holding of any such interest (collectively, the “Company Authorizations”) has been issued or granted to Company or Company Subsidiary, as applicable. The Company Authorizations are in full force and effect and constitute all Company Authorizations required to permit Company to lawfully operate or conduct its businesses or hold any interest in its assets.

Compliance with Laws; Certain Business Practices. (a) The Company and each Company Subsidiary has complied of its Subsidiaries are and at all times during the past three (3) years have been in compliance in all material respects with, with the requirements of all applicable Laws and Permits. Neither the Company nor any of its Subsidiaries is not in material violation of, and or has not receivedreceived any written notices of suspected, nor to the knowledge of Seller is there any Basis for, any allegation potential or notice of actual material default or violation with respect to, any Laws or Permits with respect to the conduct of the business of the Company or any of its businessSubsidiaries, or the ownership or operation of its business. No event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) constitute, or result directly or indirectly in, a default under, a material breach or violation of, or a failure to comply with, any Laws or Permits with respect to the conduct of the business of the Company or any Company Subsidiary or the ownership or operation of its Subsidiaries. The Company or any Company Subsidiary. Company and each Company Subsidiary one of its Subsidiaries, as applicable, owns or possesses all material Permits that are necessary to conduct the business of the Company and its Subsidiaries as presently conducted and as proposed to be conducted. (b) None of Company, the Company or any Company of its Subsidiaries or any of their respective managers, directors, officersofficers or employees or, employeesinsofar as Known to the Company, distributors any distributors, independent sales representatives, resellers, intermediaries or agents while retained by Company or any Company Subsidiary or any other Person acting on behalf of the Company or any such Person Subsidiary have, with respect to the business of the Company or any Company Subsidiaryof its Subsidiaries, directly or indirectly, (1) used taken any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating action that would cause it to any political activity or (2) made any unlawful payment to any government official or employee or any political party or campaign or violated any provision be in violation of the U.S. Foreign Corrupt Practices Act of 1977 1977, the U.K. Bribery Act or the Organisation for Economic Co-operation and Development’s (OECD) OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions or any other Law applicable to the conduct of business with Government Governmental Authorities (collectively, “Anti-bribery Laws”). True, correct and complete copies of each arrangement in effect, if any, as of the date of this Agreement between Company, on the one hand, and any foreign sales agent or foreign sales representative thereof, on the other hand, have been Made Available to Buyer. (c) Neither the Company nor any Company Subsidiary has applied for or received, is or will be entitled to or is or will be the beneficiary of any grant, subsidy or financial assistance from any Government Authority. (d) Company and each Company Subsidiary has at all times conducted its export transactions in accordance with (1) all applicable U.S. export and re-export controls, including the United States Export Administration Act of 2001, as amended, and Regulations and Foreign Assets Control Regulations and (2) all other applicable import/export controls in other countries in which Company or any Company Subsidiary conducts business. Without limiting the foregoing: (1) Company and each Company Subsidiary has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Government Authority required for (1) the export, import and re-export of products, services, software and technologies and (2) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (2) Company and each Company Subsidiary is in material compliance with the terms of all Export Approvals; (3) There are no pending or, to the knowledge of Seller, threatened claims against Company or any Company Subsidiary with respect to such Export Approvals; (4) There are no actions, conditions or circumstances pertaining to Company’s or any Company Subsidiary’s export transactions that may give rise to any future claims; and (5) No Export Approvals for the transfer of export licenses to Buyer or Company are required, or such Export Approvals can be obtained expeditiously without material cost. (e) Section 2.17(e) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to Company’s products, services, software and technologies. (f) Each material Permit (i) under which Company or any Company Subsidiary currently operates or holds any interest in any of their assets, or (ii) that is required for the operation of Company’s or any Company Subsidiary’s businesses as presently conducted or the holding of any such interest (collectively, the “Applicable Anti-Corruption Laws”), (2) used any funds for contributions, gifts, entertainment or other payments relating to any political activity that in any such case were unlawfully made or (3) offered, paid, promised to pay or authorized a payment, of any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment, or any payment related to political activity, to any of the following Persons for the purpose of unlawfully influencing any act or decision of such Person in his official capacity, including to do or omit to do any act in violation of the lawful duty of such official, securing any improper advantage, or inducing such Person to use his influence with a foreign government or in instrumentality thereof to affect or to influence any act or decision of such government or instrumentality, in order to assist the Company Authorizationsin obtaining or retaining business for or with, or directing the business to, any Person: (i) any Person who is an agent, representative, official, officer, director, or employee of any non-U.S. government or any department, agency, or instrumentality thereof (including officers, directors, and employees of state-owned, operated or controlled entities) or of a public international organization; (ii) any Person acting in an official capacity for or on behalf of any such government, department, agency, instrumentality, or public international organization; (iii) any political party or official thereof; (iv) any candidate for political or political party office (such recipients in paragraphs (i), (ii), (iii) and (iv) of this subsection collectively, “Government Officials”); or (v) has been issued any other individual or granted entity while knowing or having reason to Company believe that all or Company Subsidiaryany portion of such money or thing of value would be offered, as applicable. The Company Authorizations are in full force and effect and constitute all Company Authorizations required given, or promised, directly or indirectly, to permit Company to lawfully operate or conduct its businesses or hold any interest in its assetsGovernment Official.

Compliance with Laws; Certain Business Practices. (a) Each member of the Company and each Company Subsidiary has complied in all material respects with, is not in material violation ofGroup is, and since January 1, 2009 has not receivedbeen, nor to the knowledge of Seller is there any Basis for, any allegation or notice of material default or violation in compliance with respect to, any all applicable Laws or and Permits with respect to the conduct of its business, or the ownership by the Company Group of its Assets and Properties, except for such non-compliance that has resulted or as would reasonably be expected to result in aggregate Liability to the Company Group in an amount less than €50,000. Each Permit that is required for the operation of its business. No event the Company Group’s business as presently conducted or the holding of any such interest has occurredbeen issued or granted to any member of the Company Group, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) constitute, or result directly or indirectly in, a default under, a material breach or violation of, or a except for Permits whose failure to comply withbe issued or granted has resulted or would reasonably be expected to result in aggregate Liability to the Company Group in an amount less than €50,000. Each of such Permits is in full force and effect. There is no Order binding upon any member of the Company Group or its Assets and Properties that has or would reasonably be expected to have, whether before or after consummation of the Transactions, the effect of prohibiting or impairing any current or future business practice of any member of the Company Group, any Laws acquisition of property (tangible or Permits with respect to intangible) by any member of the Company Group or the conduct of business by any member of the Company Group as currently conducted by any member of the Company Group. To the knowledge of the Company Group, no officer or other employee of the Company Group is subject to any Action or Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company or any Company Subsidiary or the ownership or operation of Company or any Company Subsidiary. Company and each Company Subsidiary owns or possesses all material Permits that are necessary to conduct the business of Company as presently conducted and as proposed to be conductedGroup. (b) None No member of Company, any the Company Subsidiaries Group or any of their respective directors, officers, employees, distributors or agents while retained by a member of the Company or any Company Subsidiary Group or any other Person acting on behalf of any such Person have, with respect to the business of any member of the Company or any Company SubsidiaryGroup, (1) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activity or activity, (2) made any unlawful payment to any government official or employee or any political party or campaign or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 or 1977, the Organisation for Economic Co-operation and Development’s (OECD) Convention on Combating Bribery of Foreign Public Officials in Business Transactions German Criminal Act or any other Law applicable to the conduct of business with Government Governmental Authorities (collectively, “Anti-bribery Laws”), (3) in conjunction with the development or anticipated exploitation of the Company Products and operation of any member of the Company Group’s business, violated or failed to comply with any applicable Law related to the sale, marketing, promotion or export of goods or (4) or made any bribe, rebate, payoff, kickback or other unlawful payment of any nature using corporate funds or on behalf of any member of the Company Group. True, The Company has Made Available to Purchaser correct and complete copies of each arrangement in effect, if any, as of the date Agreement Date between any member of this Agreement between Companythe Company Group, on the one hand, and any foreign sales agent or foreign sales representative thereof, on the other hand, have been Made Available to Buyer. (c) Neither No member of the Company nor any Company Subsidiary Group has applied for or received, is or will be entitled to or is or will be the beneficiary of any grant, subsidy or financial assistance from any Government Governmental Authority, except for the grants listed on Schedule 2.11(m) of the Disclosure Schedule. (d) Each member of the Company and each Company Subsidiary Group has at all times conducted its export transactions in accordance compliance with (1) all applicable U.S. export and re-export controls, including the United States Export Administration Act of 2001, as amended, and Regulations and Foreign Assets Control Regulations and (2) all other applicable import/export controls in other countries in which the Company or any Company Subsidiary Group conducts business, including the European Union, except to the extent any such non-compliance would be reasonably likely to result in Liability to the Company Group in an amount, individually or in the aggregate, that is less than €50,000. Without limiting the foregoing, except to the extent any such non-compliance would be reasonably likely to result in Liability to the Company Group in an amount, individually or in the aggregate, that is less than €50,000: (1) Each member of the Company and each Company Subsidiary Group has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Government Governmental Authority required for (1) the export, import and re-export of productsCompany Products, services, software and technologies and (2) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (2) Each member of the Company and each Company Subsidiary Group is in material compliance with the terms of all applicable Export Approvals; (3) There are no pending or, to the knowledge of Sellerthe Company Group, threatened claims against any member of the Company or any Company Subsidiary Group with respect to such Export Approvals; (4) There To the knowledge of the Company Group, there are no actions, conditions or circumstances pertaining to Company’s or any member of the Company SubsidiaryGroup’s export transactions that may give rise to any future claims; and (5) No Export Approvals for the transfer of export licenses to Buyer Purchaser or any member of the Company Group are required, or such Export Approvals can be obtained expeditiously without material cost. (e) Section 2.17(e) If any takeover statute is or becomes applicable to this Agreement or the Transactions, Seller shall and shall cause each member of the Disclosure Schedule sets Company Group to (1) take all necessary action to ensure that the Transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (2) otherwise act to eliminate or minimize the true, complete and accurate export control classifications applicable to Company’s products, services, software and technologieseffects of such takeover statute. (f) Each material Permit (i) under which Company or any Company Subsidiary currently operates or holds any interest in any of their assets, or (ii) that is required for the operation of Company’s or any Company Subsidiary’s businesses as presently conducted or the holding of any such interest (collectively, the “Company Authorizations”) has been issued or granted to Company or Company Subsidiary, as applicable. The Company Authorizations are in full force and effect and constitute all Company Authorizations required to permit Company to lawfully operate or conduct its businesses or hold any interest in its assets.