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

Compliance with Laws; Certain Business Practices. (a) Except with respect to Laws in respect of Intellectual Property, Taxes, Employee Benefit Plans (including ERISA) and labor and employment matters, which are the subjects of Sections 2.8, 2.9, 2.10 and 2.11, respectively, and except for the matters addressed in clauses (b) and (d) below, the Company and each of its Subsidiaries are and have at all times since January 1, 2011 been in compliance in all material respects with all Laws applicable to it and Permits material to the operations of the Company’s business (“Material Permits”). Except as set forth in Section 2.14(a) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has received, and to the Knowledge of the Company there is no Basis for, any notices alleging any material violation with respect to, any Laws or Material Permits with respect to the conduct of the business of the Company or any of its Subsidiaries, or the ownership or operation of the business of the Company or any of its Subsidiaries. The Company or one of its Subsidiaries, as applicable, owns or possesses all Material Permits. All Company Equity was issued in compliance in all material respects with all applicable federal and state securities Laws, and all Company Units repurchased by the Company in each case were repurchased in compliance in all material respects with all applicable federal and state securities Laws and all applicable rights of first refusal and other similar rights and limitations. (b) None of the Company, any of its Subsidiaries or any of their respective managers, directors, officers, employees, distributors, independent sales representatives, resellers, intermediaries or agents or any other Person acting on behalf of any such Person have, with respect to the business of the Company or any of its Subsidiaries, directly or indirectly, (1) taken any action that would cause it to be in violation of the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 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 “Applicable Anti-Corruption Laws”), (2) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activity 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 influencing any act or decision of such Person in his official capacity, including such Person to do or omit to do any act in violation of the lawful duty of such official, securing any improper advantage, or inducing such Person to use his influence with a foreign government or in instrumentality thereof to affect or to influence any act or decision of such government or instrumentality, in order to assist the Company in obtaining or retaining business for or with, or directing the business to: (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) any other individual or entity while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any Government Official. The Company has established a policy requiring compliance with Applicable Anti-Corruption Laws and has Made Available all of such documentation. The books, records and accounts of the Company and its Subsidiaries have at all times accurately and fairly reflected, in all material respects and in reasonable detail, the transactions and dispositions of their respective funds and assets. There have never been any false or fictitious entries made in the books, records or accounts of the Company or any of its Subsidiaries relating to any illegal payment or secret or unrecorded fund, and neither the Company nor any of its Subsidiaries has established or maintained a secret or unrecorded fund. (c) Except as set forth in Section 2.14(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries 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 Governmental Authority. (d) The Company and each of its Subsidiaries 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 the Company conducts business. No Export Approvals for the transfer of export licenses to Parent or the Surviving Entity are required, or such Export Approvals can be obtained expeditiously without material cost. Section 2.14(d) of the Disclosure Schedule contains a complete and accurate list of export control classifications applicable to the Company’s products, services, software and technologies.

Compliance with Laws; Certain Business Practices. (a) Except with respect to Laws in respect of Intellectual Property, Taxes, Employee Benefit Plans (including ERISA) and labor and employment matters, which are the subjects of Sections 2.8, 2.9, 2.10 and 2.11, respectively, and except for the matters addressed in clauses (b) and (d) below, the Company and each of its Subsidiaries are and have at all times since January 1, 2011 been in compliance in all material respects with all Laws applicable to it and Permits material to the operations of the Company’s business (“Material Permits”). Except as set forth in Section 2.14(a) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has received, and to the Knowledge of the Company there is no Basis for, any notices alleging any material violation with respect to, any Laws or Material Permits with respect to the conduct of the business of the Company or any of its Subsidiaries, or the ownership or 35 operation of the business of the Company or any of its Subsidiaries. The Company or one of its Subsidiaries, as applicable, owns or possesses all Material Permits. All Company Equity was issued in compliance in all material respects with all applicable federal and state securities Laws, and all Company Units repurchased by the Company in each case were repurchased in compliance in all material respects with all applicable federal and state securities Laws and all applicable rights of first refusal and other similar rights and limitations. (b) None of the Company, any of its Subsidiaries or any of their respective managers, directors, officers, employees, distributors, independent sales representatives, resellers, intermediaries or agents or any other Person acting on behalf of any such Person have, with respect to the business of the Company or any of its Subsidiaries, directly or indirectly, (1) taken any action that would cause it to be in violation of the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 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 “Applicable Anti-Corruption Laws”), (2) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activity 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 influencing any act or decision of such Person in his official capacity, including such Person to do or omit to do any act in violation of the lawful duty of such official, securing any improper advantage, or inducing such Person to use his influence with a foreign government or in instrumentality thereof to affect or to influence any act or decision of such government or instrumentality, in order to assist the Company in obtaining or retaining business for or with, or directing the business to: (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) any other individual or entity while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any Government Official. The Company has established a policy requiring compliance with Applicable Anti-Corruption Laws and has Made Available all of such documentation. The books, records and accounts of the Company and its Subsidiaries have at all times accurately and fairly reflected, in all material respects and in reasonable detail, the transactions and dispositions of their respective funds and assets. There have never been any false or fictitious entries made in the books, records or accounts of the Company or any of its Subsidiaries relating to any illegal payment or secret or unrecorded fund, and neither the Company nor any of its Subsidiaries has established or maintained a secret or unrecorded fund. (c) Except as set forth in Section 2.14(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries 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 Governmental Authority.. 36 (d) The Company and each of its Subsidiaries 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 the Company conducts business. No Export Approvals for the transfer of export licenses to Parent or the Surviving Entity are required, or such Export Approvals can be obtained expeditiously without material cost. Section 2.14(d) of the Disclosure Schedule contains a complete and accurate list of export control classifications applicable to the Company’s products, services, software and technologies.

Compliance with Laws; Certain Business Practices. (a) Except with respect to Laws as set forth in respect Section 2.16(a) of Intellectual Property, Taxes, Employee Benefit Plans (including ERISA) and labor and employment matters, which are the subjects of Sections 2.8, 2.9, 2.10 and 2.11, respectively, and except for the matters addressed in clauses (b) and (d) belowDisclosure Schedules, the Company and each of its Subsidiaries are and have at all times since January 1, 2011 been in compliance complied in all material respects with all Laws applicable to it and Permits with, are not in material to the operations of the Company’s business (“Material Permits”). Except as set forth in Section 2.14(a) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has receivedviolation of, and to the Knowledge have not received any allegation or notice of the Company there is no Basis for, any notices alleging any material default or violation with respect to, any Laws or Material Permits with respect to the conduct of its business, or the ownership or operation of its assets or business. No event has occurred, and no condition or circumstance exists, that might (with or without notice, lapse of time or both) constitute, or result directly or indirectly in, a default under, a material breach or material violation of, or a material failure to comply with, any Laws or Permits with respect to the conduct of the business of the Company or any of its Subsidiaries, Subsidiaries or the ownership or operation of the assets or business of the Company or any of its Subsidiaries. The Company or one of its Subsidiaries, as applicable, owns or possesses all Material Permits. All Company Equity was issued in compliance in all material respects with all applicable federal and state securities Laws, and all Company Units repurchased by the Company in each case were repurchased in compliance in all material respects with all applicable federal and state securities Laws and all applicable rights of first refusal and other similar rights and limitations. (b) None Since January 1, 2015, none of the Company, any of its Subsidiaries or any of their respective managers, directors, officers, employees, distributorsnor to the knowledge of the Company, independent sales representatives, resellers, intermediaries any distributors or agents while retained by the Company or any other Person acting on behalf of any such Person have, with respect to the business of the Company or any of its Subsidiaries, directly or indirectly, (1) taken used any action that would cause it funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to be in violation 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, the U.K. Bribery Act 1977 or the OECD 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 Governmental Authorities (collectively, the “Applicable Anti-Corruption bribery Laws”). Since January 1, (2) used any funds for unlawful contributions2015, gifts, entertainment or other unlawful payments relating to any political activity 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 influencing any act or decision of such Person in his official capacity, including such Person to do or omit to do any act in violation of the lawful duty of such official, securing any improper advantage, or inducing such Person to use his influence with a foreign government or in instrumentality thereof to affect or to influence any act or decision of such government or instrumentality, in order to assist the Company in obtaining or retaining business for or with, or directing the business to: (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) any other individual or entity while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any Government Official. The Company no internal investigation has established a policy requiring compliance with Applicable Anti-Corruption Laws and has Made Available all of such documentation. The books, records and accounts of the Company and its Subsidiaries have at all times accurately and fairly reflected, in all material respects and in reasonable detail, the transactions and dispositions of their respective funds and assets. There have never been any false or fictitious entries made in the books, records or accounts of conducted by the Company or any of its Subsidiaries relating to any illegal payment or secret or unrecorded fund, and neither that is ongoing that has determined the Company nor or any of its Subsidiaries is in violation in any material respect with any Anti-bribery laws. The Company has established Made Available to Parent true, correct and complete copies of each arrangement in effect, if any, as of the date of this Agreement between the Company or maintained a secret any of its Subsidiaries, on the one hand, and any foreign sales agent or unrecorded fundforeign sales representative thereof, on the other hand. (c) Except as set forth in Section 2.14(c) of the Disclosure Schedule, neither Neither the Company nor any 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 Governmental Authority. (d) The Company and each of its Subsidiaries has at all times have, since January 1, 2015, conducted its export transactions in accordance accordance, in all material respects, with (1x) 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 (2y) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (1) Neither the Company or any of its Subsidiaries, nor any employees, officers, or directors of the Company or any of its Subsidiaries, nor to the knowledge of the Company, any agents or other persons acting for, on behalf of, or at the direction of the Company or any of its Subsidiaries: (A) has been or is designated on or is in the aggregate, 50% or greater, 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 Blocked Persons List maintained by the U.S. Department of the Treasury, Office of Foreign Assets Control; or (B) in the six years prior to the date hereof has engaged in any material transaction (i) in material violation of applicable Law involving any party designated on or any party owned or controlled by any party designated on, any such lists, or (ii) with or in any country or territory subject to an embargo on trade under U.S. economic sanctions; (2) Since January 1, 2015, the Company and each of its Subsidiaries have obtained all material export licenses, license exceptions and other Consents, registrations, declarations, classifications and filings with any Governmental Authority required for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (3) The Company and each of its Subsidiaries are in material compliance with the terms of all Export Approvals; (4) There are no pending or, to the knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such Export Approvals; (5) To the knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s or any of its Subsidiaries export transactions that may give rise to any material future claims; and (6) No Export Approvals for the transfer of export licenses to Parent or the Surviving Entity Company are required, or such Export Approvals can be obtained expeditiously without material cost. . (e) Section 2.14(d2.16(e) of the Disclosure Schedule contains a sets forth the true, complete and accurate list of export control classifications applicable to the Company Products. (f) Each material Permit (1) under which the Company or any of its Subsidiaries currently operates or holds any interest in any of their assets, or (2) that is required for the operation of the Company’s productsor any of its Subsidiaries’ businesses as presently conducted or the holding of any such interest has been issued or granted to the Company or one of its Subsidiaries, services, software as applicable. Such Permits are in full force and technologieseffect and constitute all Permits required to permit the Company or any of its Subsidiaries to lawfully operate or conduct their businesses or hold any interest in their assets.