Common use of Foreign Corrupt Practices and International Trade Sanctions Clause in Contracts

Foreign Corrupt Practices and International Trade Sanctions. To the Company’s knowledge, neither the Company, nor any of its Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other similar applicable foreign, Federal or state Law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws and regulations, in each case, except as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Foreign Corrupt Practices and International Trade Sanctions. To the Company’s knowledgeU S WEST's Knowledge, neither the CompanyU S WEST, nor any of its Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal federal or state Lawlaw, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws laws and regulations, regulations except in each case, except as is not, individually or in the aggregate, reasonably likely to case which would not have a Company Material Adverse EffectEffect on U S WEST.

Foreign Corrupt Practices and International Trade Sanctions. To the Company’s knowledge, neither Neither the Company, nor any of its Company Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal or state Law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws and regulationsLaws, in each case, except as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Foreign Corrupt Practices and International Trade Sanctions. To the Company’s knowledge, neither the CompanyNeither CME Holdings, nor any of its SubsidiariesCME Holdings Subsidiary, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal federal or state Law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, gifts or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws and regulationsLaws, in each case, except as is would not, individually or in the aggregate, reasonably likely be expected to have result in a Company Material Adverse EffectEffect on CME Holdings.

Foreign Corrupt Practices and International Trade Sanctions. To the Company’s knowledge, neither the CompanyNeither CBOT Holdings, nor any of its SubsidiariesCBOT Holdings Subsidiary, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal federal or state Law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, gifts or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws and regulationsLaws, in each case, except as is would not, individually or in the aggregate, reasonably likely be expected to have result in a Company Material Adverse EffectEffect on CBOT Holdings.

Foreign Corrupt Practices and International Trade Sanctions. To the Company’s knowledgeQwest's Knowledge, neither the CompanyQwest, nor any of its Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal federal or state Lawlaw, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance non-compliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws laws and regulations, except in each case, except as is not, individually or in the aggregate, reasonably likely to have a Company case where there would be no Material Adverse EffectEffect on Qwest.

Foreign Corrupt Practices and International Trade Sanctions. To the Company’s knowledge's Knowledge, neither the Company, nor any of its Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), or any other similar applicable foreign, Federal or state Lawlaw, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws laws and regulations, in each case, except as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Foreign Corrupt Practices and International Trade Sanctions. To the Company’s 's knowledge, neither the Company, nor any of its Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), or any other similar applicable foreign, Federal or state Law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws and regulations, in each case, except as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Foreign Corrupt Practices and International Trade Sanctions. To the Company’s knowledgeGlobal's Knowledge, neither the CompanyGlobal, nor any of its Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal federal or state Lawlaw, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance non-compliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws laws and regulations, except in each case, except as is not, individually or in the aggregate, reasonably likely to have a Company case where there would be no Material Adverse EffectEffect on Global.

Foreign Corrupt Practices and International Trade Sanctions. To the Company’s knowledge, neither the CompanyNeither NYMEX Holdings, nor any of its SubsidiariesNYMEX Holdings Subsidiary, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (ia) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal federal or state Law, (iib) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, gifts or (iiic) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws and regulationsLaws, in each case, except as is has not resulted in and would not, individually or in the aggregate, reasonably likely be expected to have result in a Company Material Adverse EffectEffect on NYMEX Holdings.

Foreign Corrupt Practices and International Trade Sanctions. To Without limitation to any provision of Section 2.5, to the Knowledge of the Company’s knowledge, neither the Company, Company nor any of its Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (ia) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of any Government Authority or political parties party or organizationsorganization, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal federal or state Law, (iib) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iiic) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws and regulations, in each case, except as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectLaws.

Foreign Corrupt Practices and International Trade Sanctions. To the Company’s 's knowledge, neither the Company, nor any of its Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (ia) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal federal or state Lawlaw, (iib) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iiic) violated or operated in noncompliance non-compliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws laws and regulations, except in each case, except as is not, individually or in the aggregate, case where such action would not reasonably likely be expected to have a Company Material Adverse Effect.

Foreign Corrupt Practices and International Trade Sanctions. To the Knowledge of the Company’s knowledge, neither the Company, nor any of its Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf behalf, has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal or state Lawlaw, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws laws and regulations, in each case, except as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Foreign Corrupt Practices and International Trade Sanctions. To the Company’s knowledgeKnowledge of Parent, neither the CompanyParent, nor any of its Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf behalf, has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal or state Lawlaw, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws laws and regulations, in each case, except as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Foreign Corrupt Practices and International Trade Sanctions. To Except where failure to comply individually or in the Company’s knowledgeaggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect, neither the Company, nor any of its Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf Representatives has, in connection with the operation of their respective businesses, (ia) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other similar Law applicable foreign, Federal to the Company or state Lawany of its Subsidiaries, (iib) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iiic) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other similar Laws applicable domestic to the Company or foreign Laws and regulations, in each case, except as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effectany of its Subsidiaries.

Foreign Corrupt Practices and International Trade Sanctions. To the Company’s MacManus' knowledge, neither the CompanyMacManus, nor any of its Major Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal federal or state Lawlaw, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws laws and regulations, in each case, except as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Foreign Corrupt Practices and International Trade Sanctions. To the Knowledge of Sellers and the Company’s knowledge, neither the Company, nor any of its Subsidiaries, Subsidiary nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businessesthe business of the Company or any Subsidiary, (ia) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal or state LawLaws, (iib) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, gifts or (iiic) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws and regulations, in each case, except as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectLaws.

Foreign Corrupt Practices and International Trade Sanctions. (i) . To the Company’s knowledgeKnowledge of KeySpan, neither the CompanyKeySpan, nor any of its Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal or state Lawlaw, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws laws and regulations, in each case, except as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Foreign Corrupt Practices and International Trade Sanctions. To the Company’s Xxx Group's knowledge, neither the CompanyXxx Group, nor any of its Major Subsidiaries, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, or any other similar applicable foreign, Federal federal or state Lawlaw, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Laws laws and regulations, in each case, except as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.