Common use of FCPA and Anti-Corruption Clause in Contracts

FCPA and Anti-Corruption. Except for those matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Partnership Adverse Impact or except as set forth in Section 3.23 of the Partnership Disclosure Letter: (a) in the last five (5) years, neither the General Partner, the Partnership nor any Partnership JV or Partnership Subsidiary, nor any director, officer, manager or employee (when acting in their role as director, officer, manager or employee) of such Person, or, to Partnership’s knowledge, any of its agents, representatives, contractors, sales intermediaries or other third party, in each case, acting on behalf of such Person, has violated, conspired to violate, or aided and abetted the violation of the FCPA or made a material violation of any other applicable Bribery Legislation (in each case to the extent applicable); (b) neither General Partner, the Partnership nor any Partnership JV or Partnership Subsidiary, nor any director, officer, manager or employee of such Person, are, or in the past five (5) years have been, subject to any actual, pending, or, to the Partnership’s knowledge, threatened civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, other Proceedings, demand letters, settlements or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving General Partner, Partnership or any Partnership Subsidiary or Partnership JV in any way relating to applicable Bribery Legislation, including the FCPA and to the knowledge of General Partner, Partnership, or any Partnership Subsidiary, there are no circumstances reasonably likely to give rise to any such action, suit, demand, claim, hearing, notice of violation, investigation, other Proceeding, demand letter, settlement, enforcement action, or voluntary disclosure; (c) in the last five (5) years, the General Partner, the Partnership and each Partnership JV and Partnership 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 the Partnership and each Partnership JV and Partnership Subsidiary as required by applicable Bribery Legislation in all material respects; (d) the Partnership and each Partnership JV and Partnership Subsidiary has instituted policies and procedures reasonably designed to promote compliance with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force; and (e) to the Partnership’s knowledge, no officer or director of General Partner, Partnership or any Partnership Subsidiary or Partnership JV is a Government Official.

FCPA and Anti-Corruption. (a) Except for those matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Partnership Material Adverse Impact or Effect on the General Partner and except as set forth in Section 3.23 of the Partnership Disclosure Letteron Schedule 3.18: (ab) in the last five (5) years, neither the General Partner, the Partnership nor any Partnership JV or Partnership Subsidiary, nor any director, officer, manager or employee (when acting in their role as director, officer, manager or employee) of such Personthe General Partner, or, to PartnershipSeller’s knowledge, any of its agents, representatives, contractors, sales intermediaries or other third party, in each case, acting on behalf of such Person, has (i) offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage, or to encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer, or (ii) violated, conspired to violate, or aided and abetted the violation of the FCPA FCPA, Anti-Money Laundering Laws, or made a material violation of any other applicable Bribery Legislation (in each case to the extent applicable); (bc) neither Neither the General Partner, the Partnership nor any Partnership JV or Partnership Subsidiary, nor any director, officer, manager or employee of such Personthe General Partner, are, or in the past five (5) years have been, subject to any actual, pending, or, to the Partnership’s Sellers’ knowledge, threatened civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, other Proceedingsproceedings, demand letters, settlements or enforcement actions, or made any voluntary disclosures to any Governmental EntityAuthority, involving any member of the General Partner, Partnership or any Partnership Subsidiary or Partnership JV Partner in any way relating to applicable Bribery Legislation, including the FCPA and to the knowledge of General PartnerFCPA, PartnershipSanctions Laws, Anti-Money Laundering Laws, or any Partnership Subsidiary, there are no circumstances reasonably likely to give rise to any such action, suit, demand, claim, hearing, notice of violation, investigation, other Proceeding, demand letter, settlement, enforcement action, or voluntary disclosureExport Control Laws; (cd) in the last five (5) years, the General Partner, the Partnership and each Partnership JV and Partnership Subsidiary Partner 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 the Partnership and each Partnership JV and Partnership Subsidiary General Partner as required by applicable Bribery Legislation in all material respects; (de) the Partnership and each Partnership JV and Partnership Subsidiary General Partner has instituted policies and procedures reasonably designed to promote compliance with the FCPA and other applicable Bribery Legislation Legislation, Sanctions, Anti-Money Laundering Laws, and maintain Export Control Laws, and maintained such policies and procedures in force; and (ef) to the PartnershipSeller’s knowledge, no officer or director of the General Partner, Partnership or any Partnership Subsidiary or Partnership JV Partner is a Government Official.

FCPA and Anti-Corruption. (a) Except for those matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Partnership Material Adverse Impact or Effect on the General Partner and except as set forth in Section 3.23 of the Partnership Disclosure Letteron Schedule 3.18: (ab) in the last five (5) years, neither the General Partner, the Partnership nor any Partnership JV or Partnership Subsidiary, nor any director, officer, manager or employee (when acting in their role as director, officer, manager or employee) of such Personthe General Partner, or, to Partnership’s Seller's knowledge, any of its agents, representatives, contractors, sales intermediaries or other third party, in each case, acting on behalf of such Person, has (i) offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage, or to encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer, or (ii) violated, conspired to violate, or aided and abetted the violation of the FCPA FCPA, Anti-Money Laundering Laws, or made a material violation of any other applicable Bribery Legislation (in each case to the extent applicable); (bc) neither Neither the General Partner, the Partnership nor any Partnership JV or Partnership Subsidiary, nor any director, officer, manager or employee of such Personthe General Partner, are, or in the past five (5) years have been, subject to any actual, pending, or, to the Partnership’s Sellers' knowledge, threatened civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, other Proceedingsproceedings, demand letters, settlements or enforcement actions, or made any voluntary disclosures to any Governmental EntityAuthority, involving any member of the General Partner, Partnership or any Partnership Subsidiary or Partnership JV Partner in any way relating to applicable Bribery Legislation, including the FCPA and to the knowledge of General PartnerFCPA, PartnershipSanctions Laws, Anti-Money Laundering Laws, or any Partnership Subsidiary, there are no circumstances reasonably likely to give rise to any such action, suit, demand, claim, hearing, notice of violation, investigation, other Proceeding, demand letter, settlement, enforcement action, or voluntary disclosureExport Control Laws; (cd) in the last five (5) years, the General Partner, the Partnership and each Partnership JV and Partnership Subsidiary Partner 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 the Partnership and each Partnership JV and Partnership Subsidiary General Partner as required by applicable Bribery Legislation in all material respects; (de) the Partnership and each Partnership JV and Partnership Subsidiary General Partner has instituted policies and procedures reasonably designed to promote compliance with the FCPA and other applicable Bribery Legislation Legislation, Sanctions, Anti-Money Laundering Laws, and maintain Export Control Laws, and maintained such policies and procedures in force; and (ef) to the Partnership’s Seller's knowledge, no officer or director of the General Partner, Partnership or any Partnership Subsidiary or Partnership JV Partner is a Government Official.