Common use of Compliance With Laws; Permits; Anti-Corruption Laws Clause in Contracts

Compliance With Laws; Permits; Anti-Corruption Laws. (i) Allied is, and since the Lookback Date has been, in compliance in all material respects with all Laws. (ii) Allied holds all material licenses, sublicenses, permits, general permit coverage, approvals, certificates, certifications, registrations, exemptions, variances, permissive uses, consents, and other authorizations of any nature, in each case, issued or granted by or obtained from a Governmental Authority and any renewals thereof, necessary for operation of the Allied Business (collectively, the “Allied Permits”). All of the Allied Permits are in good standing and in full force and effect. Allied is in compliance in all material respects with the terms of the Allied Permits, and there are no Legal Proceedings pending or, to the Knowledge of Allied, threatened that would reasonably be expected to result in the revocation or termination of any of the Allied Permits. No condition, fact or circumstance exists that would result in, or would be likely to result in, the revocation, limitation, nonrenewal or denial of any of the Allied Permits necessary or advisable for the lawful conduct of the Allied Business. (iii) Since the Lookback Date, none of Allied nor any of its directors, managers, officers or employees, or to the Knowledge of Allied, any agent or other person acting on behalf of Allied has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, the Anti-Corruption Laws, nor (i) used any funds of Allied for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Allied, or (iii) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services. No Legal Proceeding by or before any Governmental Authority involving Allied or any of its directors, managers, officers, employees, agents or other Persons acting on their behalf, with respect to any Anti-Corruption Law is pending or, to the Knowledge of Allied, threatened, nor have any disclosures been submitted by Allied to any Governmental Authority with respect to potential violations of any Anti-Corruption Law by any such Person. (iv) Since the Lookback Date, neither Allied nor any of its directors, managers, officers or employees, or, to the Knowledge of Allied, any agent or other Person acting on behalf of Allied has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, the USA PATRIOT Act or any other AML Laws applicable to it. Neither Allied nor any of its directors, managers, officers or employees, or, to the Knowledge of Allied, any agent or other Person acting on behalf of Allied has, directly or indirectly, (i) used any funds of Allied to engage in illegal conduct under any applicable Laws, (ii) engaged in transactions intended to or having the effect of disguising the nature, location, source, ownership or control of funds, (iii) engaged in transactions involving funds that are the proceeds of unlawful activity, or (iv) engaged in a financial transaction designed in whole or in part to avoid a financial reporting requirement under any applicable Law. No Legal Proceeding involving Allied or any of its directors, managers, officers, employees, agents or other Persons acting on their behalf, with respect to any AML Law is pending or, to the Knowledge of Allied, threatened, nor have any disclosures been submitted by Allied to any Governmental Authority with respect to potential violations of any AML Law by any such Person. (v) Since the Lookback Date, Allied has conducted its import and export transactions in accordance with all applicable U.S. import, export and re-export Laws and controls and all other applicable import, export and re-export Laws and controls in other countries in which Allied conducts business.

Compliance With Laws; Permits; Anti-Corruption Laws. (ia) Allied Except as set forth on Section 2.15(a) of the Disclosure Letter, the Company is, and since the Lookback Date has been, in compliance in all material respects with all LawsLaws applicable to it or the Business, its properties or its assets. (iib) Allied Except as set forth on Section 2.15(b) of the Disclosure Letter, the Company holds all material licenses, sublicenses, permits, general permit coverage, approvals, certificates, certifications, registrations, exemptions, variances, permissive uses, consents, and other authorizations of any nature, in each case, issued or granted by or obtained from a Governmental Authority and any renewals thereof, necessary Permits required for the operation of the Allied Business (collectively, the “Allied Permits”)Business. All of the Allied such Permits are in good standing valid and in full force and effect. Allied The Company is in compliance in all material respects with the terms of the Allied such Permits, and there are no Legal Proceedings pending or, to the Knowledge of AlliedSeller’s Knowledge, threatened that would reasonably be expected to result in the revocation or termination of any of the Allied Permitssuch Permit. No condition, fact or circumstance exists that would result in, or would be likely to result in, the revocation, limitation, nonrenewal or denial of any of the Allied Permits Permit necessary or advisable for the lawful conduct of the Allied Business. (iiic) Since the Lookback Date, none of Allied the Company nor any of its directors, managers, officers or employees, or to the Knowledge of AlliedSeller’s Knowledge, any agent or other person acting on behalf of Allied the Company has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, the Foreign Corrupt Practices Act of 1977 or any anti-corruption Law (collectively, the “Anti-Corruption Laws”), nor (i) used any funds of Allied the Company for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Alliedthe Company, or (iii) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services. No Legal Proceeding by or before any Governmental Authority involving Allied the Company or any of its directors, managers, officers, employees, agents or other Persons acting on their behalf, with respect to any Anti-Corruption Law is pending or, to the Knowledge of AlliedSeller’s Knowledge, threatened, nor have any disclosures been submitted by Allied the Company to any Governmental Authority with respect to potential violations of any Anti-Corruption Law by any such Person. (ivd) Since the Lookback Date, neither Allied the Company nor any of its directors, managers, officers or employees, or, to the Knowledge of AlliedSeller’s Knowledge, any agent or other Person acting on behalf of Allied the Company has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, the Uniting and Strengthening America By Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act Act”) or any other AML Laws anti-money laundering Law applicable to itit (“AML Laws”). Neither Allied the Company nor any of its directors, managers, officers or employees, or, to the Knowledge of AlliedSeller’s Knowledge, any agent or other Person acting on behalf of Allied the Company has, directly or indirectly, (i) used any funds of Allied the Company to engage in illegal conduct under any applicable Laws, (ii) engaged in transactions intended to or having the effect of disguising the nature, location, source, ownership or control of funds, (iii) engaged in transactions involving funds that are the proceeds of unlawful activity, or (iv) engaged in a financial transaction designed in whole or in part to avoid a financial reporting requirement under any applicable Law. No Legal Proceeding involving Allied the Company or any of its directors, managers, officers, employees, agents or other Persons acting on their behalf, with respect to any AML Law is pending or, to the Knowledge of AlliedSeller’s Knowledge, threatened, nor have any disclosures been submitted by Allied the Company to any Governmental Authority with respect to potential violations of any AML Law by any such Person. (ve) Since the Lookback Date, Allied the Company has conducted its import and export transactions in accordance with all applicable U.S. import, export and re-export Laws and controls and all other applicable import, export and re-export Laws and controls in other countries in which Allied the Company conducts businessthe Business.

Compliance With Laws; Permits; Anti-Corruption Laws. (i) Allied H&G is, and since the Lookback Date has been, in compliance in all material respects with all Laws. (ii) Allied H&G holds all material licenses, sublicenses, permits, general permit coverage, approvals, certificates, certifications, registrations, exemptions, variances, permissive uses, consents, and other authorizations of any nature, in each case, issued or granted by or obtained from a Governmental Authority and any renewals thereof, necessary for operation of the Allied H&G Business (collectively, the “Allied H&G Permits”). All of the Allied H&G Permits are in good standing and in full force and effect. Allied H&G is in compliance in all material respects with the terms of the Allied H&G Permits, and there are no Legal Proceedings pending or, to the Knowledge of AlliedH&G, threatened that would reasonably be expected to result in the revocation or termination of any of the Allied H&G Permits. No condition, fact or circumstance exists that would result in, or would be likely to result in, the revocation, limitation, nonrenewal or denial of any of the Allied H&G Permits necessary or advisable for the lawful conduct of the Allied H&G Business. (iii) Since the Lookback Date, none of Allied H&G nor any of its directors, managers, officers or employees, or to the Knowledge of AlliedH&G, any agent or other person acting on behalf of Allied H&G has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, the Foreign Corrupt Practices Act of 1977 or any anti-corruption Law (collectively, the “Anti-Corruption Laws”), nor (i) used any funds of Allied H&G for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of AlliedH&G, or (iii) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services. No Legal Proceeding by or before any Governmental Authority involving Allied H&G or any of its directors, managers, officers, employees, agents or other Persons acting on their behalf, with respect to any Anti-Corruption Law is pending or, to the Knowledge of AlliedH&G, threatened, nor have any disclosures been submitted by Allied H&G to any Governmental Authority with respect to potential violations of any Anti-Corruption Law by any such Person. (iv) Since the Lookback Date, neither Allied H&G nor any of its directors, managers, officers or employees, or, to the Knowledge of AlliedH&G, any agent or other Person acting on behalf of Allied H&G has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, the Uniting and Strengthening America By Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act Act”) or any other AML Laws anti-money laundering Law applicable to itit (“AML Laws”). Neither Allied H&G nor any of its directors, managers, officers or employees, or, to the Knowledge of AlliedH&G, any agent or other Person acting on behalf of Allied H&G has, directly or indirectly, (i) used any funds of Allied H&G to engage in illegal conduct under any applicable Laws, (ii) engaged in transactions intended to or having the effect of disguising the nature, location, source, ownership or control of funds, (iii) engaged in transactions involving funds that are the proceeds of unlawful activity, or (iv) engaged in a financial transaction designed in whole or in part to avoid a financial reporting requirement under any applicable Law. No Legal Proceeding involving Allied H&G or any of its directors, managers, officers, employees, agents or other Persons acting on their behalf, with respect to any AML Law is pending or, to the Knowledge of AlliedH&G, threatened, nor have any disclosures been submitted by Allied H&G to any Governmental Authority with respect to potential violations of any AML Law by any such Person. (v) Since the Lookback Date, Allied H&G has conducted its import and export transactions in accordance with all applicable U.S. import, export and re-export Laws and controls and all other applicable import, export and re-export Laws and controls in other countries in which Allied H&G conducts business.

Compliance With Laws; Permits; Anti-Corruption Laws. (i) Allied HW is, and since the Lookback Date has been, in compliance in all material respects with all Laws. (ii) Allied HW holds all material licenses, sublicenses, permits, general permit coverage, approvals, certificates, certifications, registrations, exemptions, variances, permissive uses, consents, and other authorizations of any nature, in each case, issued or granted by or obtained from a Governmental Authority and any renewals thereof, necessary for operation of the Allied HW Business (collectively, the “Allied HW Permits”). All of the Allied HW Permits are in good standing and in full force and effect. Allied HW is in compliance in all material respects with the terms of the Allied HW Permits, and there are no Legal Proceedings pending or, to the Knowledge of AlliedHW, threatened that would reasonably be expected to result in the revocation or termination of any of the Allied HW Permits. No condition, fact or circumstance exists that would result in, or would be likely to result in, the revocation, limitation, nonrenewal or denial of any of the Allied HW Permits necessary or advisable for the lawful conduct of the Allied HW Business. (iii) Since the Lookback Date, none of Allied HW nor any of its directors, managers, officers or employees, or to the Knowledge of AlliedHW, any agent or other person acting on behalf of Allied HW has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, the Anti-Corruption Laws, nor (i) used any funds of Allied HW for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of AlliedHW, or (iii) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services. No Legal Proceeding by or before any Governmental Authority involving Allied HW or any of its directors, managers, officers, employees, agents or other Persons acting on their behalf, with respect to any Anti-Corruption Law is pending or, to the Knowledge of AlliedHW, threatened, nor have any disclosures been submitted by Allied HW to any Governmental Authority with respect to potential violations of any Anti-Corruption Law by any such Person. (iv) Since the Lookback Date, neither Allied HW nor any of its directors, managers, officers or employees, or, to the Knowledge of AlliedHW, any agent or other Person acting on behalf of Allied HW has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, the USA PATRIOT Act or any other AML Laws applicable to it. Neither Allied HW nor any of its directors, managers, officers or employees, or, to the Knowledge of AlliedHW, any agent or other Person acting on behalf of Allied HW has, directly or indirectly, (i) used any funds of Allied HW to engage in illegal conduct under any applicable Laws, (ii) engaged in transactions intended to or having the effect of disguising the nature, location, source, ownership or control of funds, (iii) engaged in transactions involving funds that are the proceeds of unlawful activity, or (iv) engaged in a financial transaction designed in whole or in part to avoid a financial reporting requirement under any applicable Law. No Legal Proceeding involving Allied HW or any of its directors, managers, officers, employees, agents or other Persons acting on their behalf, with respect to any AML Law is pending or, to the Knowledge of AlliedHW, threatened, nor have any disclosures been submitted by Allied HW to any Governmental Authority with respect to potential violations of any AML Law by any such Person. (v) Since the Lookback Date, Allied HW has conducted its import and export transactions in accordance with all applicable U.S. import, export and re-export Laws and controls and all other applicable import, export and re-export Laws and controls in other countries in which Allied HW conducts business.

Compliance With Laws; Permits; Anti-Corruption Laws. (ia) Allied Except as set forth on Section 2.14(a) of the Disclosure Letter, each member of the Company Group is, and since the Lookback Date has been, in compliance in all material respects with all LawsLaws applicable to it or the Business, its properties or its assets. (iib) Allied Except as set forth on Section 2.14(b) of the Disclosure Letter, each member of the Company Group holds all material licenses, sublicenses, permits, general permit coverage, approvals, certificates, certifications, registrations, exemptions, variances, permissive uses, consents, and other authorizations of any nature, in each case, issued or granted by or obtained from a Governmental Authority and any renewals thereof, necessary Permits required for the operation of the Allied Business (collectively, the “Allied Permits”)its business. All of the Allied such Permits are in good standing valid and in full force and effect. Allied Each member of the Company Group is in compliance in all material respects with the terms of the Allied such Permits, and there are no Legal Proceedings pending or, to the Knowledge of AlliedSellers’ Knowledge, threatened that would reasonably be expected to result in the revocation or termination of any of the Allied Permitssuch Permit. No condition, fact or circumstance exists that would reasonably result in, or would be likely to result in, the revocation, limitation, nonrenewal or denial of any of the Allied Permits Permit necessary or advisable for the lawful conduct of the Allied Business. (iiic) Since the Lookback Date, none no member of Allied the Company Group nor any of its their respective directors, managers, officers or employees, or to the Knowledge of AlliedSellers’ Knowledge, any agent or other person acting on behalf of Allied the Company Group has, directly or indirectly, violated or is in violation of, the Corruption of Foreign Public Officials Act, Foreign Corrupt Practices Act of 1977 or is aware of any action taken that would result in a violation ofanti-corruption Law (collectively, the “Anti-Corruption Laws”), nor (i) used any corporate funds of Allied for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Alliedcorporate funds, or (iii) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services. No Legal Proceeding by or before any Governmental Authority involving Allied any member of the Company Group or any of its their respective directors, managers, officers, employees, agents or other Persons acting on their behalf, with respect to any Anti-Corruption Law is pending or, to the Knowledge of AlliedSellers’ Knowledge, threatened, nor have any disclosures been submitted by Allied any member of the Company Group to any Governmental Authority with respect to potential violations of any Anti-Corruption Law by any such Person. (ivd) Since the Lookback Date, neither Allied no member of the Company Group nor any of its their respective directors, managers, officers or employees, or, to the Knowledge of AlliedSellers’ Knowledge, any agent or other Person acting on behalf of Allied any member of the Company Group has, directly or indirectly, violated or is in violation of, or is aware the Uniting and Strengthening America By Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of any action taken that would result in a violation of, 2001 (the “USA PATRIOT Act Act”) or any other AML Laws anti-money laundering Law applicable to itit (“AML Laws”). Neither Allied nor No member of the Company Group or any of its their respective directors, managers, officers or employees, or, to the Knowledge of AlliedSellers’ Knowledge, any agent or other Person acting on behalf of Allied the Company Group or any member thereof, has, directly or indirectly, (i) used any corporate funds of Allied to engage in illegal conduct under any applicable Laws, (ii) engaged in transactions intended to or having the effect of disguising the nature, location, source, ownership or control of funds, (iii) engaged in transactions involving funds that are the proceeds of unlawful activity, or (iv) engaged in a financial transaction designed in whole or in part to avoid a financial reporting requirement under any applicable Law. No Legal Proceeding involving Allied any member of the Company Group or any of its their respective directors, managers, officers, employees, agents or other Persons acting on their behalf, with respect to any AML Law is pending or, to the Knowledge of AlliedSellers’ Knowledge, threatened, nor have any disclosures been submitted by Allied any member of the Company Group to any Governmental Authority with respect to potential violations of any AML Law by any such Person. (ve) Since the Lookback Date, Allied has each member of the Company Group has, in all material respects, conducted its import and export transactions in accordance with all applicable U.S. import, export and re-export Laws and controls and all other applicable import, export and re-export Laws and controls in any other countries country or territory in which Allied such member of the Company Group conducts businessthe Business.

Compliance With Laws; Permits; Anti-Corruption Laws. (ia) Allied Except as set out in Section 4.11(a) of the Disclosure Letter, each Company Entity is, and since the Lookback Date has been, in compliance with all Laws in all material respects with all Lawsrespects. (iib) Allied holds The Company Entities hold all material licenses, sublicenses, permits, general permit coverage, approvals, certificates, certifications, registrations, exemptions, variances, permissive uses, consents, and other authorizations of any nature, in each case, issued or granted by or obtained from a Governmental Authority and any renewals thereof, necessary for operation of the Allied Business (collectively, the “Allied Permits”). All of the Allied Permits are in good standing and in full force and effect. Allied is The applicable Company Entities are in compliance in all material respects with the terms of the Allied Permits, and there are no Legal Proceedings pending or, to the Knowledge of Alliedthe Companies, threatened that would reasonably be expected to result in the revocation or termination of any of the Allied Permits. No condition, fact or circumstance exists that would result in, or would be likely to result in, the revocation, limitation, nonrenewal or denial of any of the Allied Permits necessary or advisable for the lawful conduct of the Allied Business. (iiic) Since the Lookback Date, none of Allied no Company Entity nor any of its such Company Entity’s directors, managers, officers or officers, employees, or to the Knowledge of Allied, any agent agents or other person Persons acting on their behalf of Allied has, directly or indirectly, violated or is in violation of, or to the Knowledge of the Companies, is aware of any action taken that would result in a violation of, (1) the Foreign Corrupt Practices Act of 1977 (US), as amended, (2) the Corruption of Foreign Public Officials Act (Canada), (3) the Bribery Act (UK) or other similar Laws of other jurisdictions, (4) the Special Economic Measures Act (Canada) or other similar Laws of other jurisdictions, or (5) the Freezing Assets of Corrupt Foreign Public Officials Act (Canada) or other similar Laws of other jurisdictions, in each case to which any of the Company Entities are subject, or any other anti-corruption Law applicable to the Company Entities (collectively, the “Anti-Corruption Laws”), nor (i) used any funds of Allied such Company Entity for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Alliedsuch Company Entity, or (iii) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services. No Legal Proceeding by or before any Governmental Authority involving Allied a Company Entity or any of its such Company Entity’s directors, managers, officers, employees, agents or other Persons acting on their behalf, with respect to any Anti-Corruption Law is pending or, to the Knowledge of Alliedthe Companies, threatened, nor have any disclosures been submitted by Allied any Company Entity to any Governmental Authority with respect to potential violations of any Anti-Corruption Law by any such Person. (ivd) Since the Lookback Date, neither Allied no Company Entity nor any of its such Company Entity’s directors, managers, officers or officers, employees, or, to the Knowledge of Allied, any agent agents or other Person Persons acting on their behalf of Allied has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, the Uniting and Strengthening America By Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act Act”) or any other anti-money laundering Law (“AML Laws Laws”) applicable to it. Neither Allied No Company Entity nor any of its such Company Entity’s directors, managers, officers or officers, employees, or, to the Knowledge of Allied, any agent agents or other Person Persons acting on their behalf of Allied has, directly or indirectly, (i) used any funds of Allied such Company Entity to engage in illegal conduct under any applicable Laws, (ii) engaged in transactions intended to or having the effect of disguising the nature, location, source, ownership or control of funds, (iii) engaged in transactions involving funds that are the proceeds of unlawful activity, or (iv) engaged in a financial transaction designed in whole or in part to avoid a financial reporting requirement under any applicable Law. No Legal Proceeding involving Allied a Company Entity or any of its such Company Entity’s directors, managers, officers, employees, agents or other Persons acting on their behalf, with respect to any AML Law is pending or, to the Knowledge of Alliedthe Companies, threatened, nor have any disclosures been submitted by Allied any Company Entity to any Governmental Authority with respect to potential violations of any AML Law by any such Person. (ve) Since the Lookback Date, Allied each Company Entity has conducted its import and export transactions in accordance with all applicable U.S. import, export and re-export Laws and controls and all other applicable import, export and re-export Laws and controls in other countries in which Allied conducts businesscontrols.