Common use of Corrupt Practices Legislation Clause in Contracts

Corrupt Practices Legislation. Neither the Company nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents acting on behalf of the Company or any of its Subsidiaries or affiliates, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiary, including Canada’s Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary or affiliate in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or its Subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.

Corrupt Practices Legislation. Neither To the Company knowledge of RWB, neither RWB nor its Subsidiaries subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents acting on behalf of the Company RWB or any of its Subsidiaries or affiliates, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company RWB or any Subsidiarysubsidiary, including but not limited to Canada’s Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Officialgovernment official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official government official in his or her official capacity; inducing a Government Official government official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official government official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company RWB or any Subsidiary subsidiary or affiliate in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company RWB nor its Subsidiaries subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company RWB or its Subsidiaries subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-anti- corruption laws, in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.

Corrupt Practices Legislation. Neither The Company and its Subsidiaries have been and are in full compliance with Anti-Corruption Laws and have implemented and maintain policies, procedures and controls designed to ensure compliance by them and their directors, officers, agents, employees and any others acting on their behalf, including measures for the detection, prevention and reporting of violations. In connection with this Agreement, neither the Company nor its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents other Person acting on behalf of the Company or any of its Subsidiaries Subsidiaries, directly or affiliatesindirectly, has (prior to or upon entering this Agreement), given, made, offered or received, or will (until completion or termination of this Agreement, as applicable) give, make, offer or receive anything of value, including any payment (including a facilitation payment), gift, contribution, expenditure or other actual or perceived advantage (i) violated in violation of any anti-bribery or anti-corruption laws applicable to the Company or any SubsidiaryLaw, including Canada’s any Anti-Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, Law; or (ii) offered, paid, promised to pay, or authorized a Public Official with the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest valueintention of: (XA) to any Government Official, whether directly or through any other Person, for the purpose of improperly influencing any act act, omission or decision of a Government Official in his or her official capacityPublic Official; (B) inducing a Government Public Official to do or omit to do any act in violation of his lawful duty; or her lawful duties; (C) securing any improper or unlawful advantage; inducing a Government Official , in each case in order to influence obtain or affect retain business or obtain any act or decision of business advantage (such as, for example, securing any Governmental Entity; or assisting any representative of the Company or any Subsidiary or affiliate in obtaining or retaining business for or withconcession, or directing business topermit, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial briberyauthorization, or the acceptance of or acquiescence in extortion, kickbackscontract, or other unlawful or improper means of obtaining business or agreement with any improper advantageparty, including any Indigenous peoples). Neither the Company nor any of its Subsidiaries are, have been, or affiliates nor are reasonably expected to become the subject of or a party to any proceeding, claim, action, or investigation, including internal investigation, related to any Anti-Corruption Laws and there are no circumstances likely to lead or give rise to any such proceeding, claim, action or investigation. For the purposes of their respective officersthis Section 3.1(bb), directors“Public Official” includes any (a) officer, employeesemployee, consultantsor agent employed by, representatives representing or agents, has acting on behalf of a (i) conducted Governmental Entity or initiated public international organisation or any reviewdepartment, auditagency or instrumentality thereof, (ii) legislative, administrative or internal investigation that concluded the Company or its Subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoingjudicial office, or (iiiii) made a voluntary, directedgovernment owned or controlled enterprise; (b) political party or party official, or involuntary disclosure to any Governmental Entity responsible candidate for enforcing anti-bribery any political office; (c) individual who holds or anti-corruption lawsperforms the duties of an appointment, in each case with respect to office or position created by custom or convention, including (as applicable) any alleged act or omission arising under or relating to noncompliance with any Indigenous leader; (d) immediate family member, such lawsas a parent, spouse, sibling, or received any noticechild of a person in anyone specified in (a), request(b) or (c) above; or (e) person who holds themselves out to be an authorised representative or intermediary of anyone specified in (a), (b), (c) or citation from any Person alleging non-compliance with any such laws(d) above.

Corrupt Practices Legislation. Neither To the Company knowledge of Aleafia, neither Aleafia nor its Subsidiaries subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents acting on behalf of the Company Aleafia or any of its Subsidiaries or affiliates, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company Aleafia or any Subsidiarysubsidiary, including but not limited to Canada’s Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Officialgovernment official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official government official in his or her official capacity; inducing a Government Official government official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official government official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company Aleafia or any Subsidiary subsidiary or affiliate in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Aleafia nor its Subsidiaries subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company Aleafia or its Subsidiaries subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.

Corrupt Practices Legislation. Neither the Company Purchaser nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents acting on behalf of the Company Purchaser or any of its Subsidiaries or affiliates, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company Purchaser or any Subsidiary, including Canada’s Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company Purchaser or any Subsidiary or affiliate in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any ​ ​ improper advantage. Neither the Company Purchaser nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company Purchaser or its Subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.

Corrupt Practices Legislation. Neither The Company and its Subsidiaries are in compliance with all applicable anti-corruption Laws, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, any applicable state law of the United States of America regarding corruption, the Corruption of Foreign Public Officials Act (Canada) and the U.K. Bribery Act of 2010. In connection with this Agreement, neither the Company nor its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents other Person acting on behalf of the Company or any of its Subsidiaries Subsidiaries, directly or affiliatesindirectly, has (prior to or upon entering this Agreement), given, made, offered or received, or will (until completion or termination of this Agreement, as applicable) give, make, offer or receive anything of value, including any payment (including a facilitation payment), gift, contribution, expenditure or other advantage (i) violated in violation of any anti-bribery or anti-corruption laws applicable to the Company or any SubsidiaryLaws, including Canada’s Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, any anti- corruption Law; or (ii) offered, paid, promised to pay, or authorized a Public Official with the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest valueintention of: (XA) to any Government Official, whether directly or through any other Person, for the purpose of improperly influencing any act or decision of a Government Official in his or her official capacitysuch Public Official; (B) inducing a Government such Public Official to do or omit to do any act in violation of his lawful duty; or her lawful duties; (C) securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary or affiliate in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or its Subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated advantage from such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption lawsPublic Official, in each case with respect in order to obtain or retain business or any alleged act or omission arising under or relating to noncompliance with business advantage. For the purposes of this Section 3.1(hh), “Public Official” includes any such laws(w) officer, employee, or received agent employed by, representing or acting on behalf of a (I) Governmental Entity or public international organisation or any noticedepartment, requestagency or instrumentality thereof, (II) legislative, administrative or judicial office, or citation from (III) government owned or controlled enterprise; (x) political party or party official, or any Person alleging non-compliance with candidate for any such lawspolitical office; (y) individual who holds or performs the duties of an appointment, office or position created by custom or convention, including (as applicable) any native American tribal leader; or (x) person who holds themselves out to be an authorised representative or intermediary of anyone specified in (w), (x) or (y) above.

Corrupt Practices Legislation. Neither There have been no violations or breaches of Anti-Corruption Laws by the Company nor its Subsidiaries or affiliates Purchaser and nor any of its current subsidiaries and the Purchaser and its current subsidiaries have implemented and maintain policies, standards and controls designed to ensure compliance by them and their respective directors, officers, directorsagents, employeesemployees and others acting on their behalf with Anti-Corruption Laws, consultantsincluding measures for the detection, representatives prevention and reporting of violations. In connection with this Agreement, neither the Purchaser nor its current subsidiaries nor, to the knowledge of the Purchaser, any director, officer, agent, employee or agents other Person acting on behalf of the Company Purchaser or any of its Subsidiaries current subsidiaries, directly or affiliatesindirectly, has (prior to or upon entering this Agreement), given, made, offered or received, or will (until completion or termination of this Agreement, as applicable) give, make, offer or receive anything of value, including any payment (including a facilitation payment), gift, contribution, expenditure or other advantage (i) violated in violation of any anti-bribery or anti-corruption laws applicable to the Company or any SubsidiaryLaw, including Canada’s any Anti-Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, Law; or (ii) offered, paid, promised to pay, or authorized a Public Official with the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest valueintention of: (XA) to any Government Official, whether directly or through any other Person, for the purpose of improperly influencing any act or decision of a Government Official in his or her official capacityPublic Official; (B) inducing a Government Public Official to do or omit to do any act in violation of his lawful duty; or her lawful duties; (C) securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary or affiliate in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or its Subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case in order to obtain or retain business or any business advantage (such as, for example, securing any concession, permit, authorization, contract, or other agreement with respect any party, including any indigenous peoples). Neither the Purchaser nor any of its current subsidiaries are, have been, or are reasonably expected to become the subject of or a party to any alleged act proceeding, claim, action, or omission arising under regulatory investigation, related to any Anti-Corruption Laws and there are no circumstances likely to lead or relating give rise to noncompliance with any such lawsproceeding, claim, action or received any notice, request, or citation from any Person alleging non-compliance with any such lawsregulatory investigation.

Corrupt Practices Legislation. Neither The Company and its Subsidiaries have been and are in full compliance with Anti-Corruption Laws and have implemented and maintain policies, procedures and controls designed to ensure compliance by them and their directors, officers, agents, employees and others acting on behalf with Anti-Corruption Laws, including measures for the detection, prevention and reporting of violations. In connection with this Agreement, neither the Company nor its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents other Person acting on behalf of the Company or any of its Subsidiaries Subsidiaries, directly or affiliatesindirectly, has (prior to or upon entering this Agreement), given, made, offered or received, or will (until completion or termination of this Agreement, as applicable) give, make, offer or receive anything of value, including any payment (including a facilitation payment), gift, contribution, expenditure or other advantage (i) violated in violation of any anti-bribery or anti-corruption laws applicable to the Company or any SubsidiaryLaw, including Canada’s any Anti-Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, Law; or (ii) offered, paid, promised to pay, or authorized a Public Official with the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest valueintention of: (XA) to any Government Official, whether directly or through any other Person, for the purpose of improperly influencing any act or decision of a Government Official in his or her official capacityPublic Official; (B) inducing a Government Public Official to do or omit to do any act in violation of his lawful duty; or her lawful duties; (C) securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary or affiliate in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or its Subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case in order to obtain or retain business or any business advantage (such as, for example, securing any concession, permit, authorization, contract, or other agreement with respect any party, including any Indigenous Groups). The Company has not received notice that it or any of its Subsidiaries is or has been the subject of or a party to any alleged act proceeding, claim, action, or omission arising under investigation, including internal investigation, related to any Anti-Corruption Laws and, to the knowledge of the Company, there are no circumstances reasonably likely to lead or relating give rise to noncompliance with any such lawsproceeding, claim, action or investigation. For the purposes of this Section 3.1(ee), “Public Official” includes any (a) officer, employee, or received agent employed by, representing or acting on behalf of a (i) Governmental Entity or public international organisation or any noticedepartment, requestagency or instrumentality thereof, (ii) legislative, administrative or judicial office, or citation from (iii) government owned or controlled enterprise; (b) political party or party official, or any Person alleging non-compliance with candidate for any political office; (c) individual who holds or performs the duties of an appointment, office or position created by custom or convention, including (as applicable) any First‌ Nations leader; (d) immediate family member, such lawsas a parent, spouse, sibling, or child of a person in anyone specified in (a), (b) or (c) above; or (e) person who holds themselves out to be an authorised representative or intermediary of anyone specified in (a), (b), (c) or (d) above.

Corrupt Practices Legislation. Neither There have been no violations or breaches of Anti-Corruption Laws by the Company and its Subsidiaries and the Company and its Subsidiaries have implemented and maintain policies, standards, procedures and controls designed to ensure compliance by them and their directors, officers, agents, employees and others acting on their behalf with Anti-Corruption Laws, including measures for the detection, prevention and reporting of violations. In connection with this Agreement, neither the Company nor its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents other Person acting on behalf of the Company or any of its Subsidiaries Subsidiaries, directly or affiliatesindirectly, has (prior to or upon entering this Agreement), given, made, offered or received, or will (until completion or termination of this Agreement, as applicable) give, make, offer or receive anything of value, including any payment (including a facilitation payment), gift, contribution, expenditure or other advantage (i) violated in violation of any anti-bribery or anti-corruption laws applicable to the Company or any SubsidiaryLaw, including Canada’s any Anti-Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, Law; or (ii) offered, paid, promised to pay, or authorized a Public Official with the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest valueintention of: (XA) to any Government Official, whether directly or through any other Person, for the purpose of improperly influencing any act or decision of a Government Official in his or her official capacityPublic Official; (B) inducing a Government Public Official to do or omit to do any act in violation of his lawful duty; or her lawful duties; (C) securing any improper advantage; inducing a Government Official , in each case in order to influence obtain or affect any act or decision of any Governmental Entity; or assisting any representative of the Company retain business or any Subsidiary or affiliate in obtaining or retaining business advantage (such as, for or withexample, or directing business tosecuring any concession, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial briberypermit, or the acceptance of or acquiescence in extortionauthorization, kickbackscontract, or other unlawful or improper means of obtaining business or agreement with any improper advantageparty, including any First Nations peoples). Neither the Company nor any of its Subsidiaries are, have been, or affiliates nor are reasonably expected to become the subject of or a party to any proceeding, claim, action, or regulatory investigation related to any Anti-Corruption Laws and there are no circumstances likely to lead or give rise to any such proceeding, claim, action or investigation. For the purposes of their respective officersthis Section 3.1(gg), directors“Public Official” includes any (a) officer, employeesemployee, consultantsor agent employed by, representatives representing or agents, has acting on behalf of a (i) conducted Governmental Entity or initiated public international organisation or any reviewdepartment, auditagency or instrumentality thereof, (ii) legislative, administrative or internal investigation that concluded the Company or its Subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoingjudicial office, or (iiiii) made a voluntary, directedgovernment owned or controlled enterprise; (b) political party or party official, or involuntary disclosure to any Governmental Entity responsible candidate for enforcing anti-bribery any political office; (c) individual who holds or anti-corruption lawsperforms the duties of an appointment, in each case with respect to office or position created by custom or convention, including (as applicable) any alleged act or omission arising under or relating to noncompliance with any First Nations leader; (d) immediate family member, such lawsas a parent, spouse, sibling, or received any noticechild of a person in anyone specified in (a), request(b) or (c) above; or (e) person who holds themselves out to be an authorised representative or intermediary of anyone specified in (a), (b), (c) or citation from any Person alleging non-compliance with any such laws.(d) above. Confidential

Corrupt Practices Legislation. Neither the Company Purchaser nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents acting on behalf of the Company Purchaser or any of its Subsidiaries or affiliates, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company Purchaser or any Subsidiary, including Canada’s Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company Purchaser or any Subsidiary or affiliate in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Purchaser nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company Purchaser or its Subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.