Common use of FCPA and Anti-Corruption Clause in Contracts

FCPA and Anti-Corruption. (a) None of the Company, its Subsidiaries, or, to the Company’s Knowledge, any Representative or Affiliate of the Company (in each case, acting in the capacity of a representative or agent of the Company or any of its Subsidiaries) or any other Person acting on behalf of the Company has directly or indirectly: (i) made any unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity and related in any way to the Company’s business; (ii) made any unlawful payment to any foreign or domestic government official or employee, foreign or domestic political party or campaign, official of any public international organization or official of any state-owned enterprise; (iii) violated any provision of, as applicable, (x) the Foreign Corrupt Practices Act of 1977 and the Anti-Kickback Act of 1986, each as amended, and (y) the Laws of each jurisdiction in which the Company and its Subsidiaries operate or have operated and in which any agent thereof is conducting or has conducted business involving the Company or any of its Subsidiaries that relates to bribery, corruption or money laundering (collectively, “Anti-Bribery Laws”); (iv) established or maintained any unlawful fund of corporate monies or other properties; or (v) made or proposed to make any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature, including to healthcare providers or those employed by any governmental institutions. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written communication from any Person that alleges any of the foregoing. (b) None of the Company, its Subsidiaries or, to the Company’s Knowledge, any Representative or Affiliate of the Company (in each case, acting in the capacity of a representative or agent of the Company or any of its Subsidiaries) or any other Person acting on behalf of the Company, has been subject to any Actions or Judgments, or made any voluntary disclosures to any Governmental Authority, involving the Company in any way relating to applicable Anti-Bribery Laws.

FCPA and Anti-Corruption. (a) None of the Company, its Subsidiaries, the Company Subsidiary or, to the Knowledge of the Company’s Knowledge, any Representative or Affiliate of the Company (in each caseCompany, acting in the capacity of a representative or agent of the Company or any of its Subsidiaries) Subsidiary or any other Person associated with or acting on behalf of the Company or the Company Subsidiary has directly or indirectly: (i) made any unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity and related in any way to the Company’s or the Company Subsidiary’s business; , (ii) made any unlawful payment to any foreign or domestic government official or employee, foreign or domestic political party or campaign, official of any public international organization or official of any state-owned enterprise; , (iii) violated any provision of, as applicable, (x) of the Foreign Corrupt Practices Act of 1977 and or the Anti-Kickback Act of 1986, each as amended, and (y) the any other applicable Laws of each jurisdiction in which the Company and its Subsidiaries operate or have operated and in which any agent thereof is conducting or has conducted business involving the Company or any of its Subsidiaries that relates to bribery, bribery or corruption or money laundering (collectively, “Anti-Bribery Laws”); , (iv) established or maintained any unlawful fund of corporate monies or other properties; properties or (v) made or proposed to make any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature, including to healthcare providers or those employed by any governmental institutions. Since January 1, 20132016, neither the Company nor any of its Subsidiaries the Company Subsidiary has received any written communication from any Person that alleges any of the foregoing. (b) None of the Company, its Subsidiaries the Company Subsidiary any Representative of the Company or the Company Subsidiary or, to the Company’s Knowledge, any Representative or Affiliate Knowledge of the Company (in each caseCompany, acting in the capacity of a representative or agent of the Company or any of its Subsidiaries) or any other Person associated with or acting on behalf of the Company, Company or the Company Subsidiary has been subject to any Actions or JudgmentsLegal Proceedings, or made any voluntary disclosures to any Governmental AuthorityBody, involving the Company or the Company Subsidiary in any way relating to applicable Anti-Bribery Laws.

FCPA and Anti-Corruption. (a) None Neither the Company nor any of the Company, its Subsidiaries, nor any of their respective directors, managers, or officers or, to the Company’s Knowledge, any Representative employee, agent, or Affiliate representative of the Company (in each case, or any of its Subsidiaries acting in the capacity of a representative or agent on behalf of the Company or any of its Subsidiaries) or any other Person acting on behalf of the Company , has directly or indirectly: (i) made any unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity and related indirectly engaged in any way to the Company’s business; (ii) made activity or taken any unlawful payment to any foreign or domestic government official or employee, foreign or domestic political party or campaign, official action in material violation of any public international organization or official of any state-owned enterprise; (iii) violated any provision of, as applicable, (x) the Foreign Corrupt Practices Act of 1977 and 1977, the Anti-Kickback Act of 1986, each as amendedthe U.K. Bribery Act, any applicable Law enacted in connection with, or arising under, the Organization for Economic Cooperation and (y) the Laws Development Convention Against Bribery of each jurisdiction Foreign Officials in which the Company International Business Transactions and its Subsidiaries operate or have operated and in which any agent thereof is conducting or has conducted business involving the Company or any of its Subsidiaries other applicable Law that relates to bribery, bribery or corruption or money laundering (collectively, “Anti-Bribery Laws”); . (ivb) established or maintained any unlawful fund of corporate monies or other properties; or (v) made or proposed to make any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature, including to healthcare providers or those employed by any governmental institutions. Since January 1, 2013, neither Neither the Company nor any of its Subsidiaries has received any written communication from any Person that alleges Subsidiaries, nor any of the foregoing. (b) None of the Companytheir respective directors, its Subsidiaries managers, or officers or, to the Company’s Knowledge, any Representative employee, agent, or Affiliate representative of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries (in each casei) has been or is a Sanctioned Person, (ii) has (acting in the capacity of a representative for or agent on behalf of the Company or any of its Subsidiaries) transacted business with or for the benefit of a Sanctioned Person in material violation of Sanctions or otherwise materially violated applicable Sanctions, or (iii) has committed a material violation of any applicable Ex-Im Law. (c) Neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any Representative of the Company or any other Person of its Subsidiaries acting on behalf of the CompanyCompany or any of its Subsidiaries, has have in the last five years been the subject to of any Actions material allegations, Actions, or Judgments, or made any material voluntary disclosures to any Governmental Authority, involving a material violation by the Company in any way relating to of applicable Anti-Bribery Laws, Sanctions, or Ex-Im Laws.