Common use of FCPA and Anti-Corruption Clause in Contracts

FCPA and Anti-Corruption. (a) Except for those matters which, individually or in the aggregate, would not reasonably be expected to have an Aon Material Adverse Effect: (i) neither Aon nor any Aon Subsidiary, nor any director, manager or employee of Aon or any Aon Subsidiary has in the last five (5) years, in connection with the business of Aon or any Aon Subsidiary, itself or, to Aon’s knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Aon or any Aon Subsidiary, taken any action in violation of the FCPA or other applicable Bribery Legislation (in each case to the extent applicable); (ii) neither Aon nor any Aon Subsidiary, nor any director, manager or employee of Aon or any Aon Subsidiary, are, or in the past five (5) years have been, subject to any actual, pending, or threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving Aon or any Aon Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA; (iii) Aon and each Aon Subsidiary has made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Aon and each Aon Subsidiary as required by the FCPA in all material respects; (iv) Aon and each Aon Subsidiary has instituted policies and procedures designed to help ensure compliance with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force; and (v) No officer, director, or employee of Aon or any Aon Subsidiary is a Government Official. (b) Except as would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect, Aon and each Aon Subsidiary, any of their respective directors, officers, employees, and, to the knowledge of Aon, any person acting on behalf thereof, are and at all times within the past five (5) years have been in compliance in all material respects with Trade Controls. In the past five years, there have been no claims, complaints, charges, investigations, voluntary disclosures or proceedings under Trade Controls, and to the knowledge of WTW, there are no pending or threatened claims or investigations involving suspect or confirmed violations thereof, in each case, as would not reasonably be expected to result in a material liability to Aon or an Aon Subsidiary. (c) Except would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect, none of Aon, its Subsidiaries, any of their respective directors, officers, employees, or, to the knowledge of Aon, any person acting on behalf thereof, respectively, is a person with whom dealings are prohibited under applicable Trade Controls, including any Prohibited Party; or engaged, directly or indirectly, in dealings or transactions with Prohibited Parties or otherwise in violation of Trade Controls.

FCPA and Anti-Corruption. (a) Except for those matters which, individually or in the aggregate, would not reasonably be expected to have an Aon a Hurricane Material Adverse Effect: (ia) neither Aon Hurricane nor any Aon Hurricane Subsidiary, nor any director, manager or employee of Aon Hurricane or any Aon Hurricane Subsidiary has in the last five (5) years, in connection with the business of Aon Hurricane or any Aon Hurricane Subsidiary, itself or, to Aon’s Hurricane's knowledge, any of its agents, representatives, sales intermediaries, intermediaries or any other third party, in each case, acting on behalf of Aon Hurricane or any Aon Hurricane Subsidiary, taken any action in violation of the FCPA or other applicable Bribery Legislation (in each case to the extent applicable); (iib) neither Aon Hurricane nor any Aon Hurricane Subsidiary, nor any director, manager or employee of Aon Hurricane or any Aon Hurricane Subsidiary, are, or in the past five (5) years have been, subject to any actual, pending, or threatened civil, criminal, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, settlements or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving Aon Hurricane or any Aon Hurricane Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA; (iiic) Aon Hurricane and each Aon Hurricane Subsidiary has made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Aon Hurricane and each Aon Hurricane Subsidiary as required by the FCPA applicable Bribery Legislation in all material respects; (ivd) Aon Hurricane and each Aon Hurricane Subsidiary has instituted policies and procedures reasonably designed to help ensure compliance with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force; and (ve) No no officer, director, or employee of Aon Hurricane or any Aon Hurricane Subsidiary is a Government Official. (b) Except as would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect, Aon and each Aon Subsidiary, any of their respective directors, officers, employees, and, to the knowledge of Aon, any person acting on behalf thereof, are and at all times within the past five (5) years have been in compliance in all material respects with Trade Controls. In the past five years, there have been no claims, complaints, charges, investigations, voluntary disclosures or proceedings under Trade Controls, and to the knowledge of WTW, there are no pending or threatened claims or investigations involving suspect or confirmed violations thereof, in each case, as would not reasonably be expected to result in a material liability to Aon or an Aon Subsidiary. (c) Except would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect, none of Aon, its Subsidiaries, any of their respective directors, officers, employees, or, to the knowledge of Aon, any person acting on behalf thereof, respectively, is a person with whom dealings are prohibited under applicable Trade Controls, including any Prohibited Party; or engaged, directly or indirectly, in dealings or transactions with Prohibited Parties or otherwise in violation of Trade Controls.

FCPA and Anti-Corruption. (a) Except for those matters which, individually or in the aggregate, have not resulted and would not reasonably be expected to have an Aon Material Adverse Effectresult in material liability to Parent or any of the Parent Subsidiaries: (ia) neither Aon Parent nor any Aon SubsidiaryParent Subsidiary nor any Parent Predecessor Entity, nor any director, manager or employee of Aon Parent, any Parent Subsidiary or any Aon Subsidiary Parent Predecessor Entity, has in the last five (5) years, in connection with the business of Aon Parent, any Parent Subsidiary or any Aon SubsidiaryParent Predecessor Entity, itself or, to AonParent’s knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Aon Parent, any Parent Subsidiary or any Aon SubsidiaryParent Predecessor Entity, taken any action in violation of the FCPA FCPA, and since July 1, 2011 only, the Bribery Act, or other applicable Bribery Legislation (in each case to the extent applicable); (iib) neither Aon Parent nor any Aon SubsidiaryParent Subsidiary nor any Parent Predecessor Entity, nor any director, manager or employee of Aon Parent or any Aon Parent Subsidiary, are, or in the past five (5) years have been, subject to any actual, pending, pending or threatened civil, criminal, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, settlements or enforcement actions, or made any voluntary disclosures to any Governmental EntityRelevant Authority, involving Aon Parent, any Parent Subsidiary or any Aon Subsidiary Parent Predecessor Entity in any way relating to applicable Bribery Legislation, including the FCPA, and since July 1, 2011 only, the Bribery Act; (iiic) Aon Parent and each Aon every Parent Subsidiary has have made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Aon Parent and each Aon every Parent Subsidiary as required by the FCPA in all material respects;; and (ivd) Aon Parent and each Aon every Parent Subsidiary has have instituted policies and procedures reasonably designed to help ensure compliance with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force; and (v) No officer, director, or employee of Aon or any Aon Subsidiary is a Government Official. (b) Except as would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect, Aon and each Aon Subsidiary, any of their respective directors, officers, employees, and, to the knowledge of Aon, any person acting on behalf thereof, are and at all times within the past five (5) years have been in compliance in all material respects with Trade Controls. In the past five years, there have been no claims, complaints, charges, investigations, voluntary disclosures or proceedings under Trade Controls, and to the knowledge of WTW, there are no pending or threatened claims or investigations involving suspect or confirmed violations thereof, in each case, as would not reasonably be expected to result in a material liability to Aon or an Aon Subsidiary. (c) Except would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect, none of Aon, its Subsidiaries, any of their respective directors, officers, employees, or, to the knowledge of Aon, any person acting on behalf thereof, respectively, is a person with whom dealings are prohibited under applicable Trade Controls, including any Prohibited Party; or engaged, directly or indirectly, in dealings or transactions with Prohibited Parties or otherwise in violation of Trade Controls.

FCPA and Anti-Corruption. (a) Except for those matters which, individually or in the aggregate, would not reasonably be expected to have an Aon a Willow Material Adverse Effect: (i) neither Aon Xxxxxx nor any Aon Willow Subsidiary, nor any director, manager or employee of Aon Willow or any Aon Subsidiary Willow Subsidiary, has in the last past five (5) years, in connection with the business of Aon Willow or any Aon Willow Subsidiary, itself or, to AonXxxxxx’s knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Aon Xxxxxx or any Aon Willow Subsidiary, taken any action in violation of the FCPA or other applicable Bribery Legislation (in each case to the extent applicable); (ii) neither Aon Willow nor any Aon Willow Subsidiary, nor any director, manager or employee of Aon Willow or any Aon Willow Subsidiary, areis, or in the past five (5) years have has been, subject to any actual, pending, or threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving Aon Willow or any Aon Willow Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA; (iii) Aon Willow and each Aon Willow Subsidiary has have made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Aon Willow and each Aon Willow Subsidiary as required by the FCPA in all material respects; (iv) Aon Willow and each Aon Willow Subsidiary has have instituted policies and procedures designed to help ensure compliance with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force; and (v) No no officer, director, or employee of Aon Willow or any Aon Willow Subsidiary is a Government Official. (b) Except as would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect, Aon and each Aon Subsidiary, any of their respective directors, officers, employees, and, to the knowledge of Aon, any person acting on behalf thereof, are and at all times within the past five (5) years have been in compliance in all material respects with Trade Controls. In the past five years, there have been no claims, complaints, charges, investigations, voluntary disclosures or proceedings under Trade Controls, and to the knowledge of WTW, there are no pending or threatened claims or investigations involving suspect or confirmed violations thereof, in each case, as would not reasonably be expected to result in a material liability to Aon or an Aon Subsidiary. (c) Except would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect, none of Aon, its Subsidiaries, any of their respective directors, officers, employees, or, to the knowledge of Aon, any person acting on behalf thereof, respectively, is a person with whom dealings are prohibited under applicable Trade Controls, including any Prohibited Party; or engaged, directly or indirectly, in dealings or transactions with Prohibited Parties or otherwise in violation of Trade Controls.

FCPA and Anti-Corruption. (a) Except for those matters whichas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have an Aon a Company Material Adverse Effect, since January 1, 2014: (ia) neither Aon the Company nor any Aon Subsidiaryof its Subsidiaries, nor any director, manager or employee of Aon or any Aon Subsidiary has in the last five (5) years, in connection with the business of Aon or any Aon Subsidiary, itself ornor, to Aonthe Company’s knowledge, any director, officer or employee of the Company or any of its Subsidiaries or any of the Company’s Collaboration Partners, agents, representatives, sales intermediaries, intermediaries or any other third partyThird Parties, in each case, acting on behalf of Aon the Company or any Aon Subsidiaryof its Subsidiaries, has directly or indirectly engaged in any activity or taken any action in violation of the FCPA Foreign Corrupt Practices Act of 1977 (the “FCPA”), the Anti-Kickback Act of 1986, the U.K. Bribery Act, any Applicable Law enacted in connection with, or arising under, the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Officials in International Business Transactions and any other applicable Applicable Law that relates to bribery or corruption (collectively, “Anti-Bribery Legislation (in each case to the extent applicableLaws”); (iib) neither Aon the Company nor any Aon Subsidiaryof its Subsidiaries, nor nor, to the Company’s knowledge, any director, manager officer or employee of Aon the Company or any Aon Subsidiaryof its Subsidiaries or any of the Company’s Collaboration Partners, areagents, representatives, sales intermediaries or other Third Parties, in each case, acting on behalf of the past five (5) years Company or any of its Subsidiaries, have been, been subject to any actual, pending, pending or threatened in writing civil, criminal, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, Actions or settlements, or enforcement actions, or made any voluntary disclosures to any Governmental EntityAuthority, involving Aon the Company or any Aon Subsidiary of its Subsidiaries in any way relating to applicable Anti-Bribery Legislation, including the FCPA;Laws; and (iiic) Aon the Company and each Aon Subsidiary has its Subsidiaries have (i) made and kept books and records, accounts and other records, whichrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Aon the Company and each Aon Subsidiary its Subsidiaries as and to the extent required by the FCPA in all material respects; respects and (ivii) Aon and each Aon Subsidiary has instituted policies and procedures reasonably designed to help ensure compliance with the FCPA and other applicable Anti-Bribery Legislation Laws and maintain such policies and procedures in force; and (v) No officer, director, or employee of Aon or any Aon Subsidiary is a Government Official. (b) Except as would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect, Aon and each Aon Subsidiary, any of their respective directors, officers, employees, and, to the knowledge of Aon, any person acting on behalf thereof, are and at all times within the past five (5) years have been in compliance in all material respects with Trade Controls. In the past five years, there have been no claims, complaints, charges, investigations, voluntary disclosures or proceedings under Trade Controls, and to the knowledge of WTW, there are no pending or threatened claims or investigations involving suspect or confirmed violations thereof, in each case, as would not reasonably be expected to result in a material liability to Aon or an Aon Subsidiary. (c) Except would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect, none of Aon, its Subsidiaries, any of their respective directors, officers, employees, or, to the knowledge of Aon, any person acting on behalf thereof, respectively, is a person with whom dealings are prohibited under applicable Trade Controls, including any Prohibited Party; or engaged, directly or indirectly, in dealings or transactions with Prohibited Parties or otherwise in violation of Trade Controls.