Common use of Compliance with the Foreign Corrupt Practices Act and Export Control and Antiboycott Laws Clause in Contracts

Compliance with the Foreign Corrupt Practices Act and Export Control and Antiboycott Laws. (a) Neither Company, its Subsidiaries, Related Persons or Representatives nor Suzhou (i) have, to obtain or retain business, or affect any approval or action or obtain any unfair advantage, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value or any commission payment in excess of five percent (5%) of any amount payable or (ii) have for any purpose whatsoever, offered, given or promised to give anything with a value in excess of one hundred dollars ($100) in the aggregate to any one individual in any year, to: (i) any person who is an official, officer, agent, employee or Representative of any Governmental Body or of any existing or prospective customer (whether government owned or nongovernment owned); (ii) any political party or official thereof; (iii) any candidate for political or political party office; or (iv) any other individual or entity; (v) 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 such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or any entity affiliated with such customer, political party or official or political office. (b) Except as set forth in Schedule 3.26(b), Company, Suzhou and their Related Persons have made all payments to Third Parties by check mailed to such Third Parties’ principal place of business or by wire transfer to a bank located in the same jurisdiction as such party’s principal place of business. (c) Each transaction is properly and accurately recorded on the books and Records of Company or Suzhou, and each document upon which entries in Company’s or Suzhou’s books and Records are based is complete and accurate in all respects. Company and Suzhou each maintain a system of internal accounting controls adequate to ensure that neither Company nor Suzhou maintains off-the-books accounts and that Company’s and Suzhou’s assets are used only in accordance with Company’s or Suzhou’s management directives. (d) Except as set forth on Schedule 3.26(d), Company, Suzhou and their Related Persons have at all times been in compliance with all Legal Requirements relating to export control and trade embargoes. Without limiting the generality of the foregoing sentence, except as set forth on Schedule 3.26(d), (i) all exports and reexports by Company or Suzhou or their Related Persons of all products, software, technology or services have been made in compliance with all Legal Requirements, including all export licenses or other authorizations required under the United States Export Administration Regulations; (ii) Company, Suzhou and their Related Persons have not, directly or indirectly, exported, reexported, transferred or diverted any products, software, technology or services to any country in violation of any Legal Requirement relating to trade embargoes; and (iii) Company, Suzhou and their Related Persons have not, directly or indirectly, during the last five (5) years exported, reexported, transferred or diverted any products, software, technology or services to Cuba, Iran, Libya, North Korea, Sudan, Syria, Afghanistan, Iraq or Serbia and Montenegro, nor to any Person that is a national or resident of any such country. (e) Except as set forth in Schedule 3.26(e), neither Company, Suzhou nor their Related Persons have violated the antiboycott prohibitions contained in 50 U.S.C. App. sec. 2401 et seq. or 15 CFR Part 760 or taken any action that can be penalized under Section 999 of the Code.

Compliance with the Foreign Corrupt Practices Act and Export Control and Antiboycott Laws. (a) Neither CompanyNo Seller, its Subsidiaries, Related Persons or Representatives no Foreign Subsidiary nor Suzhou (i) any of their representatives have, to obtain or retain business, or affect any approval or action or obtain any unfair advantage, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or any commission payment in excess of five percent (5%) of any amount payable or (ii) have for any purpose whatsoever, offered, given or promised to give anything entertainment with a value in excess of one hundred dollars ($100100.00) in the aggregate to any one individual in any year) or any commission payment in excess of one percent (1%) of any amount payable, to: (i) any person who is an official, officer, agent, employee or Representative representative of any Governmental Body or of any existing or prospective customer (whether government owned or nongovernment owned); (ii) any political party or official thereof; (iii) any candidate for political or political party office; or (iv) any other individual or entity; (v) ; 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 such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or any entity affiliated with such customer, political party or official or political office. (b) Except as set forth in Schedule Part 3.26(b), Company, Suzhou Sellers and their Related Persons Foreign Subsidiaries have made all payments to Third Parties by check mailed to such Third Parties’ principal place of business or by wire transfer to a bank located in the same jurisdiction as such party’s principal place of business. (c) Each transaction is properly and accurately recorded on the books and Records of Company or SuzhouSellers, and each document upon which entries in Company’s or Suzhou’s Sellers’ and Foreign Subsidiaries’ books and Records are based is complete and accurate in all respects. Company and Suzhou each Sellers maintain a system of internal accounting controls adequate to ensure insure that neither Company nor Suzhou maintains Sellers maintain no off-the-books accounts and that Company’s and Suzhou’s Sellers’ assets are used only in accordance with Company’s or Suzhou’s Sellers’ management directives. (d) Except as set forth on Schedule 3.26(d), Company, Suzhou Sellers and their Related Persons Foreign Subsidiaries have at all times been in compliance with all Legal Requirements relating to export control and trade embargoes. Without limiting the generality of the foregoing sentence, except as set forth on Schedule 3.26(d), (i) all exports and reexports No product sold or service provided by Company or Suzhou or their Related Persons of all products, software, technology or services have been made in compliance with all Legal Requirements, including all export licenses or other authorizations required under the United States Export Administration Regulations; (ii) Company, Suzhou and their Related Persons have not, directly or indirectly, exported, reexported, transferred or diverted any products, software, technology or services to any country in violation of any Legal Requirement relating to trade embargoes; and (iii) Company, Suzhou and their Related Persons have not, directly or indirectly, Seller during the last five (5) years exportedhas been, reexporteddirectly or indirectly, transferred sold to or diverted any productsperformed on behalf of Cuba, software, technology or services to CubaIraq, Iran, Libya, Libya or North Korea, Sudan, Syria, Afghanistan, Iraq or Serbia and Montenegro, nor to any Person that is a national or resident of any such country. (e) Except as set forth in Schedule Part 3.26(e), neither Company, Suzhou nor their Related Persons have no Seller and no Foreign Subsidiary has violated the antiboycott prohibitions contained in 50 U.S.C. App. secsect. 2401 et seq. or 15 CFR Part 760 or taken any action that can be penalized under Section 999 of the Code. Except as set forth in Part 3.27(e), during the last five (5) years, no Seller has been a party to, is not a beneficiary under and has not performed any service or sold any product under any Seller Contract under which a product has been sold to customers in Bahrain, Iraq, Jordan, Kuwait, Lebanon, Libya, Oman, Quatar, Saudi Arabia, Sudan, Syria, United Arab Emirates or the Republic of Yemen.

Compliance with the Foreign Corrupt Practices Act and Export Control and Antiboycott Laws. (a) Neither Company, Bizarre and its Subsidiaries, Related Persons or Representatives nor Suzhou (i) havehave not, to obtain or retain business, or affect any approval or action or obtain any unfair advantage, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or any commission payment in excess of five percent (5%) of any amount payable or (ii) have for any purpose whatsoever, offered, given or promised to give anything entertainment with a value in excess of one hundred dollars ($100100.00) in the aggregate to any one individual in any year) or any commission payment in excess of two percent (2%) of any amount payable, to: (i) any person who is an official, officer, agent, employee or Representative representative of any Governmental Body or of any existing or prospective customer (whether government owned or nongovernment owned); (ii) any political party or official thereof; (iii) any candidate for political or political party office; or (iv) any other individual or entity; (v) ; 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 such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or any entity affiliated with such customer, political party or official or political office. (b) Except as set forth in Schedule 3.26(bPart 5.21(b), Company, Suzhou and their Related Persons have Bizarre has made all payments to Third Parties by check mailed to such Third Parties’ ' principal place of business or by wire transfer to a bank located in the same jurisdiction as such party’s 's principal place of business. (c) Each transaction is properly and accurately recorded on the books and Records of Company or SuzhouBizarre, and each document upon which entries in Company’s or Suzhou’s Bizarre's books and Records are based is complete and accurate in all respects. Company and Suzhou each maintain Bizarre maintains a system of internal accounting controls adequate to ensure insure that neither Company nor Suzhou Bizarre maintains no off-the-books accounts and that Company’s and Suzhou’s assets the Assets are used only in accordance with Company’s or Suzhou’s Bizarre's management directives. (d) Except as set forth on Schedule 3.26(d), Company, Suzhou and their Related Persons have Bizarre has at all times been in compliance with all Legal Requirements relating to export control and trade embargoes. Without limiting the generality of the foregoing sentence, except as set forth on Schedule 3.26(d), (i) all exports and reexports No product sold or service provided by Company or Suzhou or their Related Persons of all products, software, technology or services have been made in compliance with all Legal Requirements, including all export licenses or other authorizations required under the United States Export Administration Regulations; (ii) Company, Suzhou and their Related Persons have not, directly or indirectly, exported, reexported, transferred or diverted any products, software, technology or services to any country in violation of any Legal Requirement relating to trade embargoes; and (iii) Company, Suzhou and their Related Persons have not, directly or indirectly, Bizarre during the last five (5) years exportedhas been, reexporteddirectly or indirectly, transferred sold to or diverted any productsperformed on behalf of Cuba, software, technology or services to CubaIraq, Iran, Libya, Libya or North Korea, Sudan, Syria, Afghanistan, Iraq or Serbia and Montenegro, nor to any Person that is a national or resident of any such country. (e) Except as set forth in Schedule 3.26(ePart 5.21(e), neither Company, Suzhou nor their Related Persons have Bizarre has not violated the antiboycott prohibitions contained in 50 U.S.C. App. secsect. 2401 et seq. or 15 CFR Part 760 or taken any action that can be penalized under Section 999 of the Code. Except as set forth in Part 5.21(e), during the last five (5) years, Bizarre has not been a party to, is not a beneficiary under and has not performed any service or sold any product under any Bizarre Contract under which a product has been sold to customers in Bahrain, Iraq, Jordan, Kuwait, Lebanon, Libya, Oman, Quatar, Saudi Arabia, Sudan, Syria, United Arab Emirates or the Republic of Yemen.

Compliance with the Foreign Corrupt Practices Act and Export Control and Antiboycott Laws. (a) Neither CompanySeller and each Subsidiary of Seller and, to Seller’s and each Shareholder’s Knowledge, its Subsidiaries, Related Persons or respective Representatives nor Suzhou (i) havehave not, to obtain or retain business, or affect any approval or action or obtain any unfair advantage, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or any commission payment in excess of five percent (5%) of any amount payable or (ii) have for any purpose whatsoever, offered, given or promised to give anything entertainment with a value in excess of one hundred dollars Two Hundred Dollars ($100200) in the aggregate to any one individual in any year) or any commission payment of any amount payable, to: (i) any person who is an official, officer, agent, employee or Representative representative of any Governmental Body or of any existing or prospective customer (whether government owned or nongovernment owned); (ii) any political party or official thereof; (iii) any candidate for political or political party office; or (iv) any other individual or entity; (v) ; 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 such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or any entity affiliated with such customer, political party or official or political office. (b) Except as set forth in Schedule 3.26(b)To Seller’s and each Shareholder’s Knowledge, Company, Suzhou and their Related Persons have made all payments to Third Parties by check mailed to such Third Parties’ principal place of business or by wire transfer to a bank located in the same jurisdiction as such party’s principal place of business. (c) Each each transaction is properly and accurately recorded on the books and Records of Company or SuzhouSeller, and each document upon which entries in Company’s or Suzhou’s Seller's books and Records are based is complete and accurate in all respects. Company and Suzhou each maintain Seller maintains a system of internal accounting controls adequate to ensure insure that neither Company nor Suzhou Seller maintains no off-the-books accounts and that Company’s and Suzhou’s Seller's assets are used only in accordance with Company’s or Suzhou’s Seller's management directives. (dc) Except as set forth on Schedule 3.26(d), Company, Suzhou and their Related Persons have Seller has at all times been in compliance with all Legal Requirements relating to export control and trade embargoes. Without limiting the generality of the foregoing sentence, except as set forth on Schedule 3.26(d), (i) all exports and reexports No product sold or service provided by Company or Suzhou or their Related Persons of all products, software, technology or services have been made in compliance with all Legal Requirements, including all export licenses or other authorizations required under the United States Export Administration Regulations; (ii) Company, Suzhou and their Related Persons have not, directly or indirectly, exported, reexported, transferred or diverted any products, software, technology or services to any country in violation of any Legal Requirement relating to trade embargoes; and (iii) Company, Suzhou and their Related Persons have not, directly or indirectly, Seller during the last five (5) years exportedhas been, reexporteddirectly or, transferred to Seller’s and each Shareholder’s knowledge, indirectly, sold to or diverted any productsperformed on behalf of Burma (Myanmar), software, technology or services to Cuba, Iran, Iraq, Liberia, Libya, North Korea, Sudan, Syria, Afghanistan, Iraq Syria or Serbia and Montenegro, nor to any Person that is a national or resident Zimbabwe in violation of any such countryLegal Requirement. (ed) Except as set forth in Schedule 3.26(e), neither Company, Suzhou nor their Related Persons have Seller has not violated the antiboycott prohibitions contained in 50 U.S.C. App. secsect. 2401 et seq. or 15 CFR Part 760 or taken any action that can be penalized under Section 999 of the Code. During the last five (5) years, Seller has not been a party to, is not a beneficiary under and has not performed any service or sold any product under any Seller Contract under which a product has been sold to customers in Bahrain, Burma (Myanmar), Cuba, Iran, Iraq, Jordan, Kuwait, Lebanon, Liberia, Libya, North Korea, Oman, Quatar, Saudi Arabia, Sudan, Syria, United Arab Emirates, the Republic of Yemen or Zimbabwe in violation of any Legal Requirement.

Compliance with the Foreign Corrupt Practices Act and Export Control and Antiboycott Laws. (a) Neither Company, Seller and its Subsidiaries, Related Persons or Representatives nor Suzhou (i) havehave not, to obtain or retain business, or affect any approval or action or obtain any unfair advantage, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment with a value in excess of one hundred dollars ($100.00) in the aggregate to any one individual in any year) or any commission payment in excess of five percent (5%) of any amount payable or (ii) have for any purpose whatsoever, offered, given or promised to give anything with a value in excess of one hundred dollars ($100) in the aggregate to any one individual in any yearpayable, to: (i) any person who is an official, officer, agent, employee or Representative representative of any Governmental Body or of any existing or prospective customer (whether government owned or nongovernment owned); (ii) any political party or official thereof; (iii) any candidate for political or political party office; or (iv) any other individual or entity; (v) ; while knowing knowing, or having reason to believe believe, that all all, or any portion portion, of such money or thing of value would be offered, given, or promised, directly or indirectly, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or any entity affiliated with such customer, political party or official or political office. (b) Except as set forth in Schedule 3.26(b), Company, Suzhou and their Related Persons have Seller has made all payments to Third Parties by check mailed to such Third Parties’ ' principal place of business or by wire transfer to a bank located in the same jurisdiction as such party’s 's principal place of business. (c) Each transaction is properly and accurately recorded on the books and Records of Company or SuzhouSeller, and each document upon which entries in Company’s or Suzhou’s Seller's books and Records are based is complete and accurate in all respects. Company and Suzhou each maintain Seller maintains a system of internal accounting controls adequate to ensure insure that neither Company nor Suzhou Seller maintains no off-the-books accounts and that Company’s and Suzhou’s Seller's assets are used only in accordance with Company’s or Suzhou’s Seller's management directives. (d) Except as set forth on Schedule 3.26(d), Company, Suzhou and their Related Persons have Seller has at all times been in compliance with all Legal Requirements relating to export control and trade embargoes. Without limiting the generality of the foregoing sentence, except as set forth on Schedule 3.26(d), (i) all exports and reexports No product sold or service provided by Company or Suzhou or their Related Persons of all products, software, technology or services have been made in compliance with all Legal Requirements, including all export licenses or other authorizations required under the United States Export Administration Regulations; (ii) Company, Suzhou and their Related Persons have not, directly or indirectly, exported, reexported, transferred or diverted any products, software, technology or services to any country in violation of any Legal Requirement relating to trade embargoes; and (iii) Company, Suzhou and their Related Persons have not, directly or indirectly, Seller during the last five (5) years exportedhas been, reexporteddirectly or indirectly, transferred sold to, or diverted any productsperformed on behalf of, softwareCuba, technology or services to CubaIraq, Iran, Libya, Libya or North Korea, Sudan, Syria, Afghanistan, Iraq or Serbia and Montenegro, nor to any Person that is a national or resident of any such country. (e) Except as set forth in Schedule 3.26(e), neither Company, Suzhou nor their Related Persons have . Seller has not violated the antiboycott prohibitions contained in 50 U.S.C. App. secsect. 2401 et seq. or 15 CFR Part 760 or taken any action that can be penalized under Section 999 of the Code. Except as set forth in Section 3.30(d), during the last five (5) years, Seller has not been a party to, is not a beneficiary under, and has not performed any service or sold any product under, any Seller Contract under which a product has been sold to customers in Bahrain, Iraq, Jordan, Kuwait, Lebanon, Libya, Oman, Quatar, Saudi Arabia, Sudan, Syria, United Arab Emirates or the Republic of Yemen.