Common use of Corrupt Practices Legislation Clause in Contracts

Corrupt Practices Legislation. (i) To the knowledge of KML, neither it nor any of its Subsidiaries has, directly or indirectly, (A) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Entity of any jurisdiction or any official of any public international organization or (B) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder; (ii) during the periods of the KML Financial Statements, the operations of KML and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). To the knowledge of KML, no action, suit or proceeding by or before any court or Governmental Entity or body or any arbitrator involving KML or any of its Subsidiaries with respect to the Money Laundering Laws is pending or threatened; and (iii) neither KML nor any of its Subsidiaries nor, to the knowledge of KML, any director, officer, agent, employee or affiliate of KML or any of its Subsidiaries has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department imposed upon such Person; and neither KML nor any of its Subsidiaries is in violation of any of the economic sanctions of the United States administered by OFAC or any Law or executive order relating thereto.

Corrupt Practices Legislation. (ia) To the knowledge of KMLCompany, neither it nor any of its Subsidiaries has, directly or indirectly, (A) made or authorized any contribution, payment payment, or gift of funds or property to any official, employee employee, or agent of any Governmental Entity Entity, authority or instrumentality of any jurisdiction or any official of any public international organization or (B) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or ), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) ), or the any applicable Law of similar effect in jurisdiction in which it operates, or rules and regulations promulgated thereunder; (iib) during the periods of the KML Financial Statements, the The operations of KML Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). To the knowledge of KML, and no action, suit or proceeding by or before any court or Governmental Entity or body or any arbitrator involving KML Company or any of its Subsidiaries with respect to the Money Laundering Laws exists, is pending or, to Company’s knowledge, threatened; (c) To the knowledge of Company, neither it nor any of its Subsidiaries, their directors, officers, employees, or threatenedagents, have, in the last five (5) years, been subject to any investigation by any Governmental Entity into any actual or potential violation of applicable anti-corruption or anti-bribery Laws. During the last five (5) years, Company and its Subsidiaries have maintained policies and procedures reasonably designed to promote and achieve compliance with applicable anti-corruption and anti-bribery laws; and (iiid) neither KML None of Company nor any of its Subsidiaries nor, to the knowledge of KMLCompany, any director, officer, agent, employee or affiliate of KML Company or any of its Subsidiaries subsidiaries has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) imposed upon such Personperson; and neither KML none of Company nor any of its Subsidiaries is in violation of any of the economic sanctions of the United States administered by OFAC or any Law Laws or executive order orders relating thereto.

Corrupt Practices Legislation. (ia) To the knowledge of KMLParent, neither it nor any of its Subsidiaries hashas in the last three (3) years, directly or indirectly, (A) made or authorized any contribution, payment payment, or gift of funds or property to any official, employee employee, or agent of any Governmental Entity Entity, agency, authority or instrumentality of any jurisdiction or any official of any public international organization or (B) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or ), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) ), or the any applicable Law of similar effect in a jurisdiction in which it operates, or rules and regulations promulgated thereunder; (iib) during the periods of the KML Financial Statements, the The operations of KML Parent and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). To the knowledge of KML, and no action, suit or proceeding by or before any court or Governmental Entity or body or any arbitrator involving KML Parent or any of its Subsidiaries with respect to the Money Laundering Laws exists, is pending or, to Parent’s knowledge, threatened; (c) To the knowledge of Parent, neither it nor any of its Subsidiaries, their directors, officers, employees, or threatenedagents, have, in the last five (5) years, been subject to any investigation by any Governmental Entity into any actual or potential violation of applicable anti-corruption or anti-bribery Laws. During the last five (5) years, Parent and its Subsidiaries have maintained policies and procedures reasonably designed to promote and achieve compliance with applicable anti-corruption and anti-bribery laws; and (iiid) neither KML None of Parent nor any of its Subsidiaries nor, to the knowledge of KMLParent, any director, officer, agent, employee or affiliate of KML Parent or any of its Subsidiaries subsidiaries has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department OFAC imposed upon such Personperson; and neither KML none of Parent nor any of its Subsidiaries is in violation of any of the economic sanctions of the United States administered by OFAC or any Law Laws or executive order orders relating thereto.

Corrupt Practices Legislation. (i) To the knowledge of KMLAgrium, neither it nor any of its Subsidiaries hashas not, directly or indirectly, (A) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Entity governmental agency, authority or instrumentality of any jurisdiction or any official of any public international organization or (B) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder;. (ii) during During the periods of the KML Agrium Financial Statements, the operations of KML and its Subsidiaries Agrium are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity governmental agency (collectively, the “Money Laundering Laws”). To the knowledge of KMLAgrium, no action, suit or proceeding by or before any court or Governmental Entity governmental agency, authority or body or any arbitrator involving KML or any of its Subsidiaries Agrium with respect to the Money Laundering Laws is pending or threatened; and. (iii) neither KML nor any of its Subsidiaries Neither Agrium nor, to the knowledge of KMLAgrium, any director, officer, agent, employee or affiliate of KML or any of its Subsidiaries Agrium has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department Department, the Government of Canada or any other relevant sanctions authority (collectively, “Sanctions”) imposed upon such Person; and neither KML nor any of its Subsidiaries Agrium is not in violation of any of the economic sanctions of the United States administered by OFAC Sanctions or any Law or executive order relating thereto, or is conducting business with any Person subject to any Sanctions.

Corrupt Practices Legislation. (ia) To the knowledge of KMLVitesse, neither it nor any of its Subsidiaries hashas in the last three (3) years, directly or indirectly, (A) made or authorized any contribution, payment payment, or gift of funds or property to any official, employee employee, or agent of any Governmental Entity Entity, agency, authority or instrumentality of any jurisdiction or any official of any public international organization or (B) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or ), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) ), or the any applicable Law of similar effect in a jurisdiction in which it operates, or rules and regulations promulgated thereunder; (iib) during the periods of the KML Financial Statements, the The operations of KML Vitesse and its Subsidiaries are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). To the knowledge of KML, and no action, suit or proceeding by or before any court or Governmental Entity or body or any arbitrator involving KML Vitesse or any of its Subsidiaries with respect to the Money Laundering Laws exists, is pending or, to Vitesse's knowledge, threatened; (c) To the knowledge of Vitesse, neither it nor any of its Subsidiaries, their directors, officers, employees or threatenedagents, have, in the last five (5) years, been subject to any investigation by any Governmental Entity into any actual or potential violation of applicable anti-corruption or anti-bribery Laws. During the last five (5) years, Vitesse and its Subsidiaries have maintained policies and procedures reasonably designed to promote and achieve compliance with applicable anti-corruption and anti-bribery laws; and (iiid) neither KML None of Vitesse nor any of its Subsidiaries nor, to the knowledge of KMLVitesse, any director, officer, agent, employee or affiliate of KML Vitesse or any of its Subsidiaries subsidiaries has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department OFAC imposed upon such Personperson; and neither KML none of Vitesse nor any of its Subsidiaries is in violation of any of the economic sanctions of the United States administered by OFAC or any Law Laws or executive order orders relating thereto.

Corrupt Practices Legislation. (i) To the knowledge of KMLPetro-Canada, neither it nor any of its Subsidiaries has, directly or indirectly, (A) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Entity governmental agency, authority or instrumentality of any jurisdiction or any official of any public international organization or (B) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder;. (ii) during During the periods of the KML Petro-Canada Financial Statements, the operations of KML Petro-Canada and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity governmental agency (collectively, the “Money Laundering Laws”). To the best knowledge of KMLPetro-Canada, no action, suit or proceeding by or before any court or Governmental Entity governmental agency, authority or body or any arbitrator involving KML Petro-Canada or any of its Subsidiaries with respect to the Money Laundering Laws is pending or threatened; and. (iii) neither KML Neither Petro-Canada nor any of its Subsidiaries nor, to the knowledge of KMLPetro-Canada, any director, officer, agent, employee or affiliate of KML Petro-Canada or any of its Subsidiaries has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) imposed upon such Person; and neither KML Petro-Canada nor any of its Subsidiaries is in violation of any of the economic sanctions of the United States administered by OFAC or any Law or executive order relating theretothereto (the “U.S. Economic Sanctions”) or is conducting business with any Person subject to any U.S. Economic Sanctions.

Corrupt Practices Legislation. (ia) To the knowledge of KMLCompany, neither it nor any of its Subsidiaries has, directly or indirectly, (Ai) made or authorized any contribution, payment payment, or gift of funds or property to any official, employee employee, or agent of any Governmental Entity Entity, authority or instrumentality of any jurisdiction or any official of any public international organization organization; or (Bii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, is or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or ), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) ), or the any applicable Law of similar effect in jurisdiction in which it operates, or rules and regulations promulgated thereunder; (iib) during the periods of the KML Financial Statements, the The operations of KML Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “"Money Laundering Laws”"). To the knowledge of KML, and no action, suit or proceeding by or before any court or Governmental Entity or body or any arbitrator involving KML Company or any of its Subsidiaries with respect to the Money Laundering Laws exists, is pending or, to Company's knowledge, threatened; (c) To the knowledge of Company, neither it nor any of its Subsidiaries, their directors, officers, employees, or threatenedagents, have, in the last five (5) years, been subject to any investigation by any Governmental Entity into any actual or potential violation of applicable anti-corruption or anti-bribery Laws. During the last five (5) years, Company and its Subsidiaries have maintained policies and procedures reasonably designed to promote and achieve compliance with applicable anti-corruption and anti-bribery laws; and (iiid) neither KML None of Company nor any of its Subsidiaries nor, to the knowledge of KMLCompany, any director, officer, agent, employee or affiliate of KML Company or any of its Subsidiaries subsidiaries has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC") imposed upon such Personperson; and neither KML none of Company nor any of its Subsidiaries is in violation of any of the economic sanctions of the United States administered by OFAC or any Law Laws or executive order orders relating thereto.

Corrupt Practices Legislation. (i) To Neither Pembina nor, to the knowledge of KMLPembina, neither it nor its Subsidiaries, or any of their respective Representatives or other Persons acting on behalf of Pembina or its Subsidiaries has, directly or indirectly, : (A) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Entity of any jurisdiction or any official of any public international organization organization; or (B) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (and the regulations promulgated thereunder), the Corruption of Foreign Public Officials Act (Canada) or (and the regulations promulgated thereunder), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder;, or any applicable Laws of similar effect. (ii) during During the periods of the KML Pembina Financial StatementsStatements (as herein defined), the operations of KML Pembina and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “"Money Laundering Laws”"). To the knowledge of KMLPembina, no action, suit or proceeding by or before any court or Governmental Entity or body or any arbitrator involving KML Pembina or any of its Subsidiaries with respect to the Money Laundering Laws is pending or threatened; and. (iii) neither KML Neither Pembina nor any of its Subsidiaries nor, to the knowledge of KMLPembina, any directorof their respective Representatives or other Persons acting on behalf of Pembina or its Subsidiaries, officer, agent, employee or affiliate of KML or any of its Subsidiaries has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC") imposed upon such Person; and neither KML Pembina nor any of its Subsidiaries is in violation of any of the economic sanctions of the United States administered by OFAC or any Law or executive order relating thereto.

Corrupt Practices Legislation. (i) To Neither IPL nor, to the knowledge of KMLIPL, neither it nor its Subsidiaries, or any of their respective Representatives or other Persons acting on behalf of IPL or its Subsidiaries has, directly or indirectly, : (A) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Entity of any jurisdiction or any official of any public international organization organization; or (B) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (and the regulations promulgated thereunder), the Corruption of Foreign Public Officials Act (Canada) or (and the regulations promulgated thereunder), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder;, or any applicable Laws of similar effect. (ii) during During the periods of the KML IPL Financial StatementsStatements (as herein defined), the operations of KML IPL and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). To the knowledge of KMLIPL, no action, suit or proceeding by or before any court or Governmental Entity or body or any arbitrator involving KML IPL or any of its Subsidiaries with respect to the Money Laundering Laws is pending or threatened; and. (iii) neither KML Neither IPL nor any of its Subsidiaries nor, to the knowledge of KMLIPL, any directorof their respective Representatives or other Persons acting on behalf of IPL or its Subsidiaries, officer, agent, employee or affiliate of KML or any of its Subsidiaries has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department OFAC imposed upon such Person; and neither KML IPL nor any of its Subsidiaries is in violation of any of the economic sanctions of the United States administered by OFAC or any Law or executive order relating thereto.

Corrupt Practices Legislation. (i) To the knowledge of KMLSuncor, neither it nor any of its Subsidiaries has, directly or indirectly, (A) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Entity governmental agency, authority or instrumentality of any jurisdiction or any official of any public international organization or (B) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder;. (ii) during During the periods of the KML Suncor Financial Statements, the operations of KML Suncor and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity governmental agency (collectively, the “Money Laundering Laws”). To the best knowledge of KMLSuncor, no action, suit or proceeding by or before any court or Governmental Entity governmental agency, authority or body or any arbitrator involving KML Suncor or any of its Subsidiaries with respect to the Money Laundering Laws is pending or threatened; and. (iii) neither KML Neither Suncor nor any of its Subsidiaries nor, to the knowledge of KMLSuncor, any director, officer, agent, employee or affiliate of KML Suncor or any of its Subsidiaries has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) imposed upon such Person; and neither KML Suncor nor any of its Subsidiaries is in violation of any of the economic sanctions of the United States administered by OFAC or any Law or executive order relating theretothereto (the “U.S. Economic Sanctions”) or is conducting business with any Person subject to any U.S. Economic Sanctions.

Corrupt Practices Legislation. (ia) To Neither the knowledge of KML, neither it Company nor any of its Subsidiaries Subsidiaries, or Seller or any Seller Affiliate with respect to the Business, or, to the Knowledge of Seller, any of their respective directors, officers, agents or employees, has, directly or indirectly, (Ai) violated any Anti-Corruption Law, (ii) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Entity of any jurisdiction or any official of any public international organization or (Biii) made any contribution to any candidate for public office, in either casecase of clauses (ii) and (iii), where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977any Anti-Corruption Law, as amendedor (iv) conducted or initiated any internal investigation or made a voluntary, the directed or involuntary disclosure to any Governmental Entity related to Anti-Corruption of Foreign Public Officials Act (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder;Laws. (iib) during The Company and its Subsidiaries, and Seller and Seller Affiliates with respect to the periods Business, have devised and maintained a system of internal accounting controls, and have made and kept books, records and accounts that accurately and fairly reflect the transactions and dispositions of the KML Financial StatementsBusiness. The Business is conducted, the operations of KML and its Subsidiaries are and have since January 1, 2017, has been conducted at all times times, in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). To the knowledge Knowledge of KMLSeller, no action, suit or proceeding Proceeding by or before any court or Governmental Entity or body or any arbitrator involving KML or any of its Subsidiaries the Business with respect to the Money Laundering Laws is pending or threatened; and. (iiic) neither KML Neither the Company nor any of its Subsidiaries nor, to the knowledge Knowledge of KMLSeller, any director, officer, agent, employee or affiliate Affiliate of KML the Company or any of its Subsidiaries has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) imposed upon such Person; and neither KML . Neither the Company nor any of its Subsidiaries is in violation of any of the economic sanctions of the United States administered by OFAC or any Law or executive order relating thereto.

Corrupt Practices Legislation. (i) To Neither the knowledge of KML, neither it Company nor any of its Subsidiaries nor any of the Non-Controlled Entities has, directly or indirectly, (A) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Entity of any jurisdiction or any official of any public international organization or (B) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or ), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the Criminal Code (Canada) or the rules and regulations promulgated thereunder; (ii) during During the periods of the KML Company Financial Statements, the operations of KML and the Company, its Subsidiaries and the Non-Controlled Entities are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). To the knowledge of KMLthe Company, no action, suit or proceeding by or before any court or Governmental Entity or body or any arbitrator involving KML or the Company, any of its Subsidiaries or any of the Non-Controlled Entities with respect to the Money Laundering Laws is pending or threatened; and (iii) neither KML Neither the Company nor any of its Subsidiaries nor any of the Non-Controlled Entities nor, to the knowledge of KMLthe Company, any director, officer, agent, employee or affiliate of KML the Company, or any of its Subsidiaries or any of the Non-Controlled Entities has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department imposed upon such Person; and neither KML the Company, nor any of its Subsidiaries nor any of the Non-Controlled Entities is in violation of any of the economic sanctions of the United States administered by OFAC or any Law or executive order relating thereto.

Corrupt Practices Legislation. (ia) To None of the knowledge of KML, neither it Corporation nor any of its Subsidiaries hasSubsidiaries, nor any of their respective directors and officers nor, to the knowledge of the Corporation, any of their respective Employees or Representatives, to the extent acting on behalf of the Corporation or any of its Subsidiaries, have directly or indirectly, (Ai) offered, promised, made or authorized authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds funds, property or property anything else of value to any official, employee or agent for the use or benefit of any Governmental Entity of any jurisdiction or any official of any public international organization or (B) made any contribution to any candidate Government Official for public office, in either case, where either the payment or the purpose of securing action or inaction or a decision of a Governmental Entity or a Government Official, influence over such contributionaction, payment inaction or gift wasdecision, isor any improper advantage, or (ii) taken any action which is or would be otherwise inconsistent with or prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, by the Corruption of Foreign Public Officials Act (Canada) or ), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the United States Foreign Corrupt Practices Act of 1977, Title 18 United States Code Section 1956 and 1957 (US) or the Criminal Code (Canada) if applicable, or the rules and regulations promulgated thereunder; thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to Corporation or its Subsidiaries and their respective operations (ii) during collectively, the periods "Corrupt Practices Legislation"). The operations of the KML Financial Statements, the operations of KML Corporation and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping the Corrupt Practices Legislation and reporting requirements and over the money laundering statutes and the rules and regulations thereunder and any related or similar rulespast six (6) years there has been no suit, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). To the knowledge of KML, no action, suit investigation (including any internal investigation), inquiry, litigation or proceeding Proceeding by or before any court or Governmental Entity or body or any arbitrator involving KML Corporation or any of its Subsidiaries with respect to the Money Laundering Laws is pending Corrupt Practices Legislation and there are no circumstances likely to lead or threatened; and (iii) neither KML give rise to any such suit, action, investigation, inquiry, litigation or Proceeding, nor any of its Subsidiaries nor, to has the knowledge of KML, any director, officer, agent, employee or affiliate of KML Corporation or any of its Subsidiaries has had made any sanctions administered by the Office voluntary disclosure to any Governmental Entity relating to a violation of Foreign Assets Control of the U.S. Treasury Department imposed upon such Person; Corrupt Practices Legislation. (b) The Corporation and neither KML nor any of its Subsidiaries (i) maintain their books and records in a manner that, in reasonable detail, accurately and fairly reflects the transactions and disposition of their assets, and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed and access to assets is given only in violation accordance with management's authorization, (B) transactions are recorded as necessary to permit preparation of periodic financial statements and to maintain accountability of corporate assets, and (C) recorded assets are compared with existing assets at reasonable intervals and appropriate action is taken with respect to any of the economic sanctions of the United States administered by OFAC or any Law or executive order relating thereto.discrepancies between recorded and actual assets