Common use of Corruption and Trade Regulation Clause in Contracts

Corruption and Trade Regulation. (i) To Seller’s Knowledge, neither the Acquired Company nor any of its Subsidiaries, nor any of their respective directors, officers, employees, consultants, agents or other representatives (nor any Person acting on behalf of any of the foregoing) has directly, or indirectly through a third-party intermediary, paid, offered, given, promised to pay, or authorized the payment of any money or anything of value to (i) any officer or employee of a Governmental Authority, (ii) any Person acting for or on behalf of any Governmental Authority, (iii) any political party or official thereof, (iv) any candidate for political office or (v) any other Person at the suggestion, request, direction or for the benefit of any of the above-described Persons which in each case of (i) through (v) qualifies under the relevant applicable Law as a criminal act. (ii) To the Seller’s Knowledge, (i) all exports, re-exports, sales or transfers of products or services of the Acquired Company and its Subsidiaries have been effected in accordance with all applicable laws, including anti-corruption, customs, export control, trade sanctions, anti-terrorism and anti-boycott laws, and (ii) all products shipped by the Acquired Company and its Subsidiaries have been accurately marked, labeled and transported in all material respects in accordance with applicable Laws. (iii) Neither the Acquired Companies nor any of its Subsidiaries has conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Authority with respect to any alleged act or omission leading to a non-compliance with any applicable export or import laws or the FCPA or any other applicable Law of similar effect and no Governmental Authority has officially initiated, or threatened in writing to initiate, a proceeding against the Acquired Company, or any of its Subsidiaries, directors and officers, asserting that the Acquired Company, or any of their Subsidiaries is not in compliance with any export or import laws or the FCPA or any other applicable Law of similar effect.

Corruption and Trade Regulation. (ia) To Seller’s KnowledgeNone of the Company, neither the Acquired Company nor any of its Subsidiariesother Group Company, nor any of or their respective officers, directors, officers, employees, consultantsor to the Company’s knowledge, agents any Representative or any other representatives (nor any Person acting on behalf of any of the foregoing) has directly, or indirectly through a third-party intermediary, paid, offered, given, promised to pay, or authorized the payment of any money or anything of value to (i) any officer or employee of a Governmental Authority, (ii) any Person acting for or on behalf of the Company or any Governmental Authorityother Group Company has, since the inception of the Company, directly or indirectly through its Representatives or any Person acting on its behalf (including any distributor, agent, sales intermediary or other third party), (iiii) violated any political party Anti-Corruption Law or (ii) offered, given, promised to give or authorized the giving of money or anything of value, to any government official or to any other Person, or taken any action in furtherance thereof: (A) for the purpose of (I) corruptly or improperly influencing any act or decision of any government official in their official capacity, (ivII) inducing any candidate for political office government official to do or omit to do any act in violation of their lawful duties, (III) securing any improper advantage or (vIV) inducing any other Person at the suggestiongovernment official to use his or her respective influence with a Governmental Entity to affect any act or decision of such Governmental Entity in order to, request, direction or for the benefit of any of the above-described Persons which in each case of clauses (I) through (IV), assist the Company in obtaining or retaining business for or with, or directing business to, any Person or (B) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in, extortion, kickbacks or other unlawful or improper means of obtaining or retaining business, or any advantage in the conduct of business. (b) As related to the Company and the other Group Companies, the Company does not have (i) through knowledge of any allegation, whistleblower complaint, or internal investigation related to potential or actual noncompliance with any fraud, money laundering, or Anti-Corruption Law, (vii) qualifies under the relevant applicable been charged or been convicted of violating any Anti-Corruption Law as or (iii) been subjected to any investigation or proceeding by a criminal actGovernmental Entity for potential corruption, fraud, money laundering, or violation of any Anti-Corruption Law. (iic) To The Company and the Sellerother Group Companies have established internal controls and procedures designed to promote and achieve compliance with the Anti-Corruption Laws and with the representation and warranty contained in Section 2.23(a) and Section 2.23(b) above and has made available to Parent all such documentation. The Company’s Knowledgecompliance program and controls are consistent with the expectations of those agencies and bodies responsible for the enforcement of the Anti-Corruption Laws. (d) No governmental official and no close relative or family member of a governmental official serves as a Representative of the Company or any other Group Company. No governmental official and, to the knowledge of the Company, no close relative or family member of a governmental official (i) holds or will hold an ownership or other economic interest, direct or indirect in the Company or any of its Subsidiaries or (ii) will receive any economic benefit from the Company or any of its Subsidiaries as a result of the Mergers or any of the other Transactions. (e) Any and all Contracts and authorizations of a Governmental Entity held or obtained by the Company or the other Group Companies have not been procured in violation of the Anti-Corruption Laws. (f) Any and all authorizations of a Governmental Entity sought or obtained by the Company or the other Group Companies in anticipation or in connection with this Agreement or its subject matter, have not been procured in violation of the Anti-Corruption Laws. (g) At all times since the date five years prior to this Agreement, all exports, re-exports, imports, sales or and transfers of products or and services of each of the Acquired Company and its Subsidiaries the other Group Companies have been effected conducted in accordance with all applicable laws, including anti-corruption, customs, export control, trade sanctions, anti-terrorism and anti-boycott laws, and (ii) all products shipped by the Acquired Company and its Subsidiaries have been accurately marked, labeled and transported in all material respects with all Export Control Laws relating to export control and trade and financial sanctions. Without limiting the foregoing: (i) the Company and the other Group Companies have obtained all licenses, other consents, notices, waivers, approvals, orders, and authorizations, and have filed all registrations, declarations and reports with any Governmental Entity required under Export Control Laws for (A) the export, import and/or re-export of products, services, software and technologies, (B) releases of technologies and software to foreign nationals located in accordance the United States and abroad, and (C) its other transactions (collectively, “Export Approvals”), (ii) the Company and the other Group Companies have been and are in compliance with the terms of all applicable Export Approvals and license exceptions, (iii) there are no actions, conditions or circumstances pertaining to the transactions of the Company or any other Group Company that would constitute or result in a violation of any Export Control Laws, and (iv) no Export Approvals for the transfer of export licenses to Parent or the Company are required. (iiih) At all times since the date five years prior to this Agreement, no Group Company has engaged in any transaction or other business, including the sale, purchase, import, export, re-export or transfer of products or services, either directly or indirectly, to or from (i) Cuba, Crimea, Iran, North Korea, Syria, Sudan, or Venezuela (collectively, the “Sanctioned Countries”) or (ii) any Person targeted by any Export Control Laws or (c) owned or controlled by any of the foregoing (collectively, “Restricted Parties”). Since such time, neither the Company nor any other Group Company has been a party to or beneficiary of, or had any interest in, any franchise, license, management or other Contract with any Person, either public or private, in the Sanctioned Countries or with any Restricted Parties, or been a party to any investment, deposit, loan, borrowing or credit arrangement or involved in any other financial dealings, directly or indirectly, with any Person, either public or private, in the Sanctioned Countries or who is a Restricted Party. No Group Company, nor any director, officer, or employee of any Group Company is a Restricted Party. (i) Neither the Acquired Companies Company nor any of its Subsidiaries other Group Company has conducted or initiated any an internal investigation or investigation, made a voluntary or other disclosure to a Governmental Entity, or been the subject of any Proceedings or governmental investigation or inquiries or received any notice or citation from any Governmental Authority with respect Entity related to any alleged act or omission leading to a nonviolations of (i) applicable criminal law, including Anti-compliance with any applicable export or import Corruption Laws and anti-money laundering laws or the FCPA or any other applicable Law of similar effect and no Governmental Authority has officially initiatedApplicable Laws, or threatened in writing to initiate, a proceeding against the Acquired Company, or any of its Subsidiaries, directors and officers, asserting that the Acquired Company, or any of their Subsidiaries is not in compliance with any export or import laws or the FCPA or any other applicable Law of similar effect(ii) Export Control Laws.

Corruption and Trade Regulation. 27.1 The Company or Asset Seller (i) To Seller’s Knowledge, neither as the Acquired Company nor any of its Subsidiariescase may be), nor any of their respective subsidiaries or, so far as the Seller is aware, any of the Company or Asset Seller’s respective officers, directors, officers, employees, consultants, representatives or agents (nor, so far as the Seller is aware, any person or other representatives (nor any Person entity acting on behalf of any of the foregoing) has directly, or indirectly through a third-party intermediary, paid, offered, given, promised to pay, or authorized the payment of any money or anything of value to not (i) made any direct or indirect unlawful payment to any officer or employee of a any Governmental Authority, Authority from corporate funds; (ii) violated or is in violation of any Person provision of the Foreign Corrupt Practices Act of 1977 of the USA; or (iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any person. 27.2 The operations of the Company or Asset Seller (as the case may be) and their respective subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 of the USA, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any Governmental Authority involving the Company or Asset Seller (as the case may) or any of their respective subsidiaries with respect to the Money Laundering Laws is pending or, so far as the Seller is aware, threatened. 27.3 Neither the Company or Asset Seller (as the case may be), nor any of their respective subsidiaries or, so far as the Seller is aware, any of the Company or Asset Seller’s respective officers, directors, employees, consultants, representatives or agents (nor, so far as the Seller is aware, any person or entity acting for or on behalf of any Governmental Authority, (iii) any political party or official thereof, (iv) any candidate for political office or (v) any other Person at the suggestion, request, direction or for the benefit of any of the above-described Persons which in each case foregoing) is currently subject to any sanctions administered by the Office of (i) through (v) qualifies under the relevant applicable Law as a criminal act. (ii) To the Seller’s Knowledge, (i) all exports, re-exports, sales or transfers of products or services Foreign Assets Control of the Acquired Company U.S. Department of the Treasury (“OFAC”) and its Subsidiaries have been effected in accordance with all applicable lawsno action, including anti-corruption, customs, export control, trade sanctions, anti-terrorism and anti-boycott laws, and (ii) all products shipped suit or proceeding by the Acquired Company and its Subsidiaries have been accurately marked, labeled and transported in all material respects in accordance with applicable Laws. (iii) Neither the Acquired Companies nor any of its Subsidiaries has conducted or initiated any internal investigation or made a voluntary disclosure to before any Governmental Authority involving the Company or Asset Seller (as the case may be) or any of their respective subsidiaries with respect to any alleged act or omission leading to a non-compliance with any applicable export or import laws or such sanctions is pending or, so far as the FCPA or any other applicable Law of similar effect and no Governmental Authority has officially initiatedSeller is aware, or threatened in writing to initiate, a proceeding against the Acquired Company, or any of its Subsidiaries, directors and officers, asserting that the Acquired Company, or any of their Subsidiaries is not in compliance with any export or import laws or the FCPA or any other applicable Law of similar effectthreatened.