Common use of FCPA and Anti-Corruption Clause in Contracts

FCPA and Anti-Corruption. Except for those matters which, individually or in the aggregate, would not reasonably be expected to have an Actavis Material Adverse Effect: (i) neither Actavis nor any Actavis Subsidiary, nor any director, manager or employee of Actavis or any Actavis Subsidiary has in the last five (5) years, in connection with the business of Actavis or any Actavis Subsidiary, itself or, to Actavis’s knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Actavis or any Actavis Subsidiary, taken any action in violation of the FCPA, since 1 July 2011 the Bribery Act, or other applicable Bribery Legislation (in each case to the extent applicable); (ii) neither Actavis nor any Actavis Subsidiary, nor any director, manager or employee of Actavis or any Actavis 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 Relevant Authority, involving Actavis or any Actavis Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA and since 1 July 2011 only the Bribery Act; (iii) Actavis and every Actavis Subsidiary 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 Actavis and every Actavis Subsidiary as required by the FCPA in all material respects; and (iv) no officer, director, or employee of Actavis or any Actavis Subsidiary is a Government Official.

FCPA and Anti-Corruption. Except for those matters which, individually or in the aggregate, would not reasonably be expected to have an Actavis a Vidara Material Adverse Effect: (ia) neither Actavis nor any Actavis Subsidiaryno Vidara Company, nor any director, manager or employee of Actavis or any Actavis Subsidiary has in the last five (5) yearsVidara Company, in connection with the business of Actavis or any Actavis Subsidiarynor Holdings, itself or, to Actavis’s knowledgethe Knowledge of Vidara, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Actavis any Vidara Company or in connection with the business of any Vidara Company, has in the last five (5) years or any Actavis Subsidiaryapplicable statute of limitations period if longer than five (5) years, taken (i) directly or indirectly offered, promised, authorized, provided, solicited, or accepted any action corrupt or improper payment (such as a bribe or kickback) or benefit (such as an excessive gift, hospitality, favor, or advantage) to or from any person in violation of exchange for business, a license or permit, a favorable inspection or other decision, or any other financial or other advantage or purpose, or (ii) otherwise violated (a) the FCPA, since 1 July 2011 the ; (b)the Bribery Act, ; or (c) other applicable Bribery Legislation or U.S. export controls, sanctions, or embargoes (in each case to the extent applicable); (iib) neither Actavis nor any Actavis Subsidiaryno Vidara Company or Holdings, nor to the Knowledge of Vidara, any director, manager or employee of Actavis or any Actavis Subsidiarymanager, areemployee, representative, or in the past five (5) years have agent of any Vidara Company has been, subject to any actual, pending, or threatened civil, criminal, or administrative actions, suits, demands, subpoenas, claims, hearings, notices of violation, information requests, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary or other disclosures to any Relevant Governmental Authority, involving Actavis or any Actavis Subsidiary Vidara Company in any way relating to applicable Bribery LegislationLegislation or U.S. export controls, including the FCPA and since 1 July 2011 only the Bribery Act;sanctions, or embargoes; and (iiic) Actavis and every Actavis Subsidiary have each Vidara Company 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 Actavis and every Actavis Subsidiary each Vidara Company as required by the FCPA in all material respects; and (iv) no officer, director, or employee of Actavis or any Actavis Subsidiary is a Government Official.

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 an Actavis a Diamond Material Adverse Effect: (ia) neither Actavis nor any Actavis Subsidiary, nor any director, manager or employee of Actavis or any Actavis Subsidiary has in the last five (5) years, neither Diamond nor any Diamond Subsidiary, nor any director, officer, manager or employee (when acting in connection with the business their role as director, officer, manager or employee) of Actavis Diamond or any Actavis Diamond Subsidiary, itself or, to ActavisDiamond’s knowledge, any of its agents, representatives, contractors, sales intermediaries, intermediaries or any other third party, in each case, acting on behalf of Actavis Diamond or any Actavis Diamond Subsidiary, taken any action in has violated, conspired to violate, or aided and abetted the violation of the FCPA, since 1 July 2011 the Bribery Act, FCPA or made a material violation of any other applicable Bribery Legislation (in each case to the extent applicable); (iib) neither Actavis Diamond nor any Actavis Diamond Subsidiary, nor any director, officer, manager or employee of Actavis Diamond or any Actavis Diamond Subsidiary, are, or in the past five (5) years have been, subject to any actual, pending, or or, to Diamond’s knowledge, 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 Relevant AuthorityGovernmental Entity, involving Actavis Diamond or any Actavis Diamond Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA and since 1 July 2011 only the Bribery ActFCPA; (iiic) Actavis in the last five (5) years, Diamond and every Actavis each Diamond Subsidiary have 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 Actavis Diamond and every Actavis each Diamond Subsidiary as required by the FCPA applicable Bribery Legislation in all material respects; (d) Diamond and each Diamond 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 (ive) no officer, director, officer or employee director of Actavis Diamond or any Actavis Diamond Subsidiary is a Government Official.