Common use of No Unlawful Contributions or Other Payments Clause in Contracts

No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor the Guarantor nor, to the knowledge of the Company, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, its subsidiaries, the Guarantor and, to the knowledge of the Company, its controlled affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor the Guarantor nor, to the knowledge of the CompanyCompany or the Operating Partnership, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPAFCPA (as defined below), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA FCPA, and the Company, its subsidiaries, the Guarantor subsidiaries and, to the knowledge of the CompanyCompany and the Operating Partnership, its controlled affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. “FCPA” means Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor the Guarantor nor, to the knowledge of the Company, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPAAnti-Corruption Laws, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA Anti-Corruption Laws and the Company, its subsidiaries, the Guarantor and, to the knowledge of the Company, its controlled affiliates have conducted their businesses in compliance with the FCPA Anti-Corruption Laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither None of the Company nor any of its subsidiaries nor Company, the Guarantor Partnership or the Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries the Company, the Partnership or the Guarantor is aware of or Subsidiaries has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA FCPA, and each of the Company, its subsidiariesthe Partnership and the Subsidiaries, the Guarantor and, and to the knowledge of the Company, its controlled their affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor the Guarantor nor, to the knowledge of the CompanyCompany and the Guarantors, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPAFCPA (as defined below), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA FCPA, and the Company, its subsidiaries, the Guarantor subsidiaries and, to the knowledge of the CompanyCompany and the Guarantors, its controlled affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. “FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor the Guarantor nor, to the knowledge of the CompanyCompany or the Operating Partnership, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons Persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA FCPA, and the Company, its subsidiaries, the Guarantor subsidiaries and, to the knowledge of the CompanyCompany and the Operating Partnership, its controlled affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company Selling Stockholder nor any of its subsidiaries nor the Guarantor nor, to the knowledge of the CompanySelling Stockholder, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CompanySelling Stockholder, its subsidiaries, the Guarantor and, to the knowledge of the CompanySelling Stockholder, its controlled affiliates have conducted their its businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither of the Company Transaction Entities nor any of its their subsidiaries nor the Guarantor nor, to the knowledge of the Company, any director, trustee, officer, agent, employee or controlled affiliate of the Company Transaction Entities or any of its their subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPAFCPA (as defined herein), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA FCPA, and the CompanyTransaction Entities, its subsidiaries, the Guarantor their subsidiaries and, to the knowledge of the CompanyTransaction Entities, its controlled their affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither of the Company Transaction Entities nor any of its their subsidiaries nor the Guarantor nor, to the knowledge of the Company, any director, trustee, officer, agent, employee or controlled affiliate of the Company Transaction Entities or any of its their subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPAFCPA (as defined herein), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA FCPA, and the CompanyTransaction Entities, its subsidiaries, the Guarantor their subsidiaries and, to the knowledge of the CompanyTransaction Entities, its controlled their affiliates have conducted their businesses in compliance with the FCPA FCPA, and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor the Guarantor nor, to the knowledge of the CompanyCompany or any of the Guarantors, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that has resulted nor would result in a violation by any such persons of the FCPAFCPA or any other applicable anti bribery or anticorruption law, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or any other applicable antibribery or anticorruption law and the Company, Company and its subsidiaries, the Guarantor subsidiaries and, to the knowledge of the CompanyCompany and the Guarantors, its controlled and their other affiliates have conducted their businesses in compliance with the FCPA and other applicable antibribery and anticorruption laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor the Guarantor Guarantors nor, to the knowledge of the Company, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor Guarantors is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, the Guarantors, its subsidiaries, the Guarantor wholly-owned and majority-owned subsidiaries and, to the knowledge of the Company, its controlled affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor the Guarantor nor, to the knowledge of the CompanyCompany and the Guarantors, any director, officer, agent, employee or controlled affiliate Affiliate of the Company or any of its subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, its subsidiaries, the Guarantor subsidiaries and, to the knowledge of the CompanyCompany and the Guarantors, its controlled affiliates Affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company Selling Stockholder nor any of its their respective subsidiaries nor the Guarantor nor, to the knowledge of the Companyeach Selling Stockholder, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Companyneither Selling Stockholder, its their respective subsidiaries, the Guarantor and, to the knowledge of the Companyeach such Selling Stockholder, its their controlled affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor the Guarantor nor, to the knowledge of the CompanyCompany and the Guarantors, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, its subsidiaries, the Guarantor subsidiaries and, to the knowledge of the CompanyCompany and the Guarantors, its controlled affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor the Guarantor Subsidiaries nor, to the knowledge of the Company, the Guarantors, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA FCPA, and the Company, its subsidiaries, the Guarantor Subsidiaries and, to the knowledge of the CompanyCompany and the Guarantors, its controlled their affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither of the Company Transaction Entities nor any of its their subsidiaries nor the Guarantor nor, to the knowledge of the Company, any director, trustee, officer, agent, employee or controlled affiliate of the Company Transaction Entities or any of its their subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPAFCPA (as defined herein), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA FCPA, and the CompanyTransaction Entities, its subsidiaries, the Guarantor their subsidiaries and, to the knowledge of the Company, its controlled their affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company nor the Guarantor nor any of its their subsidiaries nor the Guarantor nor, to the knowledge of the CompanyCompany or the Guarantor, any director, officer, agent, employee or controlled affiliate of the Company Company, the Guarantor or any of its their subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons Persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA FCPA, and the Company, the Guarantor, its subsidiaries, the Guarantor subsidiaries and, to the knowledge of the CompanyCompany and the Guarantor, its controlled affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company Parent Guarantor nor any of its subsidiaries nor the Guarantor nor, to the knowledge of the CompanyParent Guarantor, any director, officer, agent, employee or controlled affiliate of the Company Parent Guarantor or any of its subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CompanyParent Guarantor, its subsidiaries, the Guarantor subsidiaries and, to the knowledge of the CompanyParent Guarantor, its controlled affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor the Guarantor nor, to the knowledge of the CompanyCompany or any of the Guarantors, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that has resulted nor would result in a violation by any such persons of the FCPAFCPA or any other applicable anti-bribery or anti-corruption law, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or any other applicable anti-bribery or anti-corruption law and the Company, Company and its subsidiaries, the Guarantor subsidiaries and, to the knowledge of the CompanyCompany and the Guarantors, its controlled and their other affiliates have conducted their businesses in compliance with the FCPA and other applicable anti-bribery and anti-corruption laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor the Guarantor nor, to the knowledge of the Company, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor is aware of, or in connection with their services for the Company or any of or its subsidiaries, has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA FCPA; and the Company, its subsidiaries, the Guarantor subsidiaries and, to the knowledge of the Company, its controlled affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither None of the Company nor Company, any of its subsidiaries nor the Guarantor norSignificant Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor Significant Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA FCPA, and the Company, its subsidiaries, the Guarantor Significant Subsidiaries and, to the knowledge of the Company, its controlled affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither of the Company Transaction Entities nor any of its their subsidiaries nor the Guarantor nor, to the knowledge of the Company, any trustee, director, officer, agent, employee or controlled affiliate of the Company Transaction Entities or any of its their subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA FCPA, and the CompanyTransaction Entities, its subsidiaries, the Guarantor their subsidiaries and, to the knowledge of the Company, its controlled their affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor the Guarantor nor, to the knowledge of the Company, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of (i) the Xxxxxxx Xxx 0000 of the United Kingdom or (ii) the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, its subsidiaries, the Guarantor subsidiaries and, to the knowledge of the Company, its controlled affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither None of the Company nor any of its Company, the Acquired Businesses or their respective subsidiaries nor the Guarantor nor, to the knowledge of the Company, any director, officer, agent, employee or controlled affiliate of the Company Company, the Acquired Businesses or any of its their respective subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, its subsidiaries, the Guarantor Acquired Businesses their respective subsidiaries and, to the knowledge of the Company, its controlled the Company, the Acquired Businesses and their respective affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor the Guarantor nor, to the knowledge of the Company, any director, officer, agent, employee employee, affiliate or controlled affiliate other person acting on behalf of the Company or any of its subsidiaries or the Guarantor is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation by any such persons person of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA FCPA; and the Company, Company and its subsidiaries, the Guarantor and, to the knowledge of the Company, its controlled affiliates other affiliates, have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.