Common use of No Unlawful Payments Clause in Contracts

No Unlawful Payments. For the last five years, neither the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors nor any director or officersofficer or controlled affiliate or, to the knowledge of the Company, any non-controlled affiliate or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate agent or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Company, its subsidiaries and its subsidiaries controlled affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries nor any director, directors officer or officers, employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws. For the past five years, the Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries nor any director, directors officer or officers, employee of the Company or any of its subsidiaries or controlled affiliates nor, to the knowledge of the Company, any employee, agent, affiliate agent or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) has used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken or will make or take an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) has violated or is will be in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed or will commit an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption and anti-bribery laws and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all such laws and with the representation and warranty contained herein. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any director or officer of its subsidiaries, directors or officers, the Company nor, to the knowledge of the Company, any employee, agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, pay or authorization or approval of the paymentany unlawful payment or benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-government- owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; anticorruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have has instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. For the last five years, neither the Company Neither such Selling Stockholder nor any of its subsidiaries, directors nor any director, officer or officers, employee of such Selling Stockholder or any of its subsidiaries nor, to the knowledge of the Companysuch Selling Stockholder, any employee, agent, affiliate or other person associated with or acting on behalf of the Company such Selling Stockholder or any of its subsidiaries has (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or has violated, is in violation of of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Such Selling Stockholder and its subsidiaries subsidiaries, if any, have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. For the last five years, neither Neither the Company or any Subsidiary nor any director, officer or employee of its subsidiaries, directors the Company or officersany Subsidiary, nor, to the knowledge of the Company, any employee, agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiary has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, pay or authorization or approval of the paymentany unlawful payment or benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, office; or to any person in order to influence official action in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries Subsidiaries have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of Placement Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. For None of the last five yearsRSG Parties, neither the Company nor any of its their respective subsidiaries, directors any director or officers, norofficer of any RSG Party or any of their respective subsidiaries or, to the knowledge of the CompanyRSG Parties, any agent, employee, agentaffiliate, affiliate representative or other person associated with or acting on behalf of the Company any RSG Party or any of its their respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Each RSG Party and its subsidiaries subsidiaries, taken as a whole, have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. None of the RSG Parties or any of their respective subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For Neither the last five yearsIssuers, neither the Company MPT nor any of its subsidiaries, directors or officers, northeir respective subsidiaries or, to the knowledge of MPT and the CompanyIssuers, any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company Issuers, MPT or any of its their respective subsidiaries is aware of or has (i) used taken any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of valueaction, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of that would result in a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision by such persons of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactionsrules and regulations thereunder (the “FCPA”), or committed an offense under the U.K. Bribery Act 2010 of 2010, the United KingdomCriminal Finances Xxx 0000, or any other applicable anti-bribery or antiand corruption laws and regulations (collectively, the “Anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitBribery and Corruption Laws”), including, without limitation, making use of the mails or any rebatemeans or instrumentality of interstate commerce corruptly in furtherance of an offer, payoff, influence payment, kickback promise to pay or authorization of the payment of any money, or other unlawful property, gift, promise to give, or improper payment authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or benefit. The Company and its subsidiaries have institutedany foreign political party or official thereof or any candidate for foreign political office, maintain and enforcein contravention of the FCPA, or which payment, receipt or retention of funds is of a character required to be disclosed in the Registration Statement, any Preliminary Prospectus or the Prospectus, and will continue the Issuers, MPT and, to the knowledge of MPT and the Issuers, their respective affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain and enforce, policies and procedures reasonably designed to promote ensure, and ensure which are reasonably expected to continue to ensure, continued compliance with all applicable antitherewith. To the best of the Issuers’ and MPT’s knowledge and belief, no actions or investigations by any governmental or regulatory agency are ongoing or threatened against the Issuers, MPT or their respective subsidiaries, or any of their respective directors, officers or employees or anyone acting on their behalf in relation to a breach of the Anti-bribery Bribery and antiCorruption Laws. The Issuers and MPT will not directly or indirectly use, lend or contribute the proceeds from the offering of securities hereunder for any purpose that would breach the Anti-corruption lawsBribery and Corruption Laws.

No Unlawful Payments. For Neither the last five yearsCompany, neither the Company nor any of its subsidiaries, directors or officers, norofficers or, to the knowledge of the CompanyCompany or any of its subsidiaries, any agent, employee, agent, affiliate or other person associated with or acting on behalf of the Company or of any of its subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person per-son acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; or secure an improper advantage, (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery antibribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Company and its subsidiaries and affiliates have instituted, maintain conducted their businesses in compliance with applicable anti-corruption laws and enforcehave instituted and maintain, and will continue to maintain and enforcemaintain, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws.;

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries nor any director, directors officer, or officers, employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For None of the last five yearsBRP Parties, neither the Company nor any of their respective subsidiaries, any director, officer or employee of any BRP Party or any of its subsidiaries, directors or officers, norsubsidiaries or, to the knowledge of the CompanyBRP Parties, any employee, agent, affiliate or other person associated with or acting on behalf of the Company any BRP Party or any of its subsidiaries has (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company Each BRP Party and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors subsidiaries nor any director or officers, officer of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) made made, taken or taken an act will take any action in furtherance of an offer, any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, employee (including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order office) to influence official action, or to any person in order to improperly influence official action in violation of any applicable anti-corruption lawsor secure an improper advantage for the Company or its subsidiaries; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, property, gifts, kickback or other unlawful or improper payment or benefitpayment. The Company and Company, its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any director, officer or employee of its subsidiaries, directors or officers, the Company nor, to the knowledge of the Company, any employee, agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, pay or authorization or approval of the paymentany unlawful payment or benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have has instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. For the last five years, neither None of (x) the Company nor or any of its subsidiaries, directors subsidiaries or officers, nor, (y) to the knowledge of the Company, any employeedirectors, agentofficers, affiliate employees, agents, controlled affiliates or other person associated with or persons acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United KingdomKingdom (the “U.K. Bribery Act”), or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor any of its subsidiaries will use, directly or indirectly, any part of the proceeds from the offering of the Notes hereunder in violation of the FCPA or the U.K. Bribery Act, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors or officers, Subsidiaries nor, to the knowledge of the Company, any employeedirector, officer or employee of the Company or any of its Subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries Subsidiaries and, to the knowledge of the Company, their respective affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery such laws and anti-corruption lawswith the representation and warranty contained herein.

No Unlawful Payments. For the last five years, neither Neither the Company or a subsidiary nor any director, officer or employee of its subsidiaries, directors the Company or officersa subsidiary, nor, to the knowledge of the Company, any employee, agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries a subsidiary has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, pay or authorization or approval of the paymentany unlawful payment or benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, office; or to any person in order to influence official action in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of Securities hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries or affiliates, directors nor any director, officer or officersemployee, nor, to the knowledge of the CompanyCompany or any of its subsidiaries, any employee, agent, affiliate agent or other person associated with or acting on behalf of the Company or of any of its subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order (“Governmental Official”) to influence official action in violation of any applicable anti-corruption lawsor secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Governmental Official or other person or entity. The Company and its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors nor any director, officer or officers, employee of the Company or any of its subsidiaries nor, to the knowledge of the CompanyCompany and each of the Guarantors, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, 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-corruption lawlaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For None of the last five yearsXxxx Parties, neither the Company nor any of its their respective subsidiaries, directors any director or officers, norofficer of any Xxxx Party or any of their respective subsidiaries or, to the knowledge of the CompanyXxxx Parties, any agent, employee, agentaffiliate, affiliate representative or other person associated with or acting on behalf of the Company any Xxxx Party or any of its their respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Each Xxxx Party and its subsidiaries subsidiaries, taken as a whole, have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. None of the Xxxx Parties or any of their respective subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries nor any director, directors officer or officers, employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, unlawful benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws. The Company and its subsidiaries have institutedwill institute, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors nor any director, officer or officersemployee, nor, to the knowledge of the Company or any of its subsidiaries, any affiliate of the Company, any employee, agent, affiliate agent or other person associated with or acting on behalf of the Company or of any of its subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order (“Governmental Official”) to influence official action in violation of any applicable anti-corruption lawsor secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Company and its subsidiaries and, to the Company’s knowledge, the Company’s other affiliates have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure conducted their businesses in compliance with all applicable anti-bribery and anti-corruption lawslaws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariesControlled Entities, directors nor any director, supervisor, officer, manager or officersemployee of the Company or any of its Controlled Entities, nor, to the knowledge of the Company, any employee, agentrepresentative, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Controlled Entities has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will make or take, an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the indirect unlawful payment, giving or receipt of money, property, gifts gifts, benefit or anything else of value, directly or indirectly, value to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official actionoffice, or to any person including in order to influence official action in violation of any applicable anti-corruption lawsor secure an improper advantage; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any applicable law, rule or regulation of the Cayman Islands, PRC or Hong Kong, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (v) will directly or indirectly use the proceeds of the offering of the Shares hereunder in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person in violation of any applicable anti-corruption law. The Company and its subsidiaries Controlled Entities have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce adequate policies and procedures reasonably that are designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any director, officer or employee of its subsidiaries, directors or officers, the Company nor, to the knowledge of the Company, any employee, agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, pay or authorization or approval of the paymentany unlawful payment or benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have has instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering of the Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. For None of the last five yearsCompany, neither the Company nor any of its subsidiaries, directors or officers, norsubsidiaries or, to the knowledge of the CompanyCompany or any of its subsidiaries, any employeedirector, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order (“Governmental Official”) to influence official action in violation of any applicable anti-corruption laws; or secure an improper advantage, (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The , to any Government Official or other person or entity and (iv) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom 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 and the Company and, to the knowledge of the Company and its subsidiaries subsidiaries, their affiliates have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure conducted their businesses in compliance with all the FCPA and applicable anti-bribery and anti-corruption lawslaws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such laws and with the representation and warranty contained herein.

No Unlawful Payments. For the last five years, neither Neither the Company nor Xxxxxxxx Xxxx nor any of its their subsidiaries, directors or officers, nor, nor to the knowledge of the CompanyCompany any affiliate, director, officer or employee of the Company or Xxxxxxxx Xxxx or their subsidiaries nor any employee, agent, affiliate agent or other person associated with or acting on behalf of the Company or Xxxxxxxx Xxxx or any of its their subsidiaries has (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or has violated, is in violation of of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-anti- bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its Xxxxxxxx Xxxx and their subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representation and warranty contained herein. Neither the Company nor Xxxxxxxx Xxxx, nor any of their subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors nor any director, officer or officersemployee, nor, to the knowledge of the CompanyCompany or any of its subsidiaries, any employee, agent, affiliate agent of the Company or other person associated with or acting on behalf of the Company or of any of its subsidiaries subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order (“Governmental Official”) to influence official action in violation of any applicable anti-corruption lawsor secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Company and its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. For the last five years, neither the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf None of the Company or any of its subsidiaries or controlled affiliates, or any director, officer, or employee thereof, nor, to the Company’s knowledge, any agent or representative of the Company or of any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person (“Governmental Official”) in order to influence official action in violation of any applicable anti-corruption lawsor secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Governmental Official or other person or entity. The Company and each of its subsidiaries and controlled affiliates have instituted, maintain conducted their businesses in compliance with applicable anti-corruption laws and enforce, have instituted and maintained and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained herein and neither the Company nor any of its subsidiaries or controlled affiliates will use, directly or indirectly, the proceeds of the issuance and sale of the Shares in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws...

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariesSubsidiaries, directors nor any director or officers, norofficer or controlled Affiliate or, to the knowledge Knowledge of the Company, any employeenon-controlled Affiliate or employee of the Company or any of its Subsidiaries nor, agentto the Knowledge of the Company or any of its Subsidiaries, affiliate any agent or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-government- owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law Law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-anti- corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Company, its subsidiaries and its subsidiaries controlled Affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For None of the last five yearsCompany, neither the Company nor any of its subsidiaries, directors any of the Acquired Entities nor any of the Spectrum Entities (with respect to the Acquired Autocare Business), nor any director or officers, norofficer of the Company or any of its subsidiaries or the Spectrum Entities (with respect to the Acquired Autocare Business) or, to the knowledge of the Company, any agent, employee, agent, affiliate Affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries or any of the Spectrum Entities (with respect to the Acquired Autocare Business) (in each case other than any Underwriter) has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and Company, its subsidiaries and the Spectrum Entities (with respect to the Acquired Autocare Business) and, to the knowledge of the Company, its Affiliates, have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure conducted their businesses in compliance with all applicable anti-bribery and anti-corruption lawslaws and have instituted, maintain and enforce policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Payments. For the last five years, neither Neither the Company nor any director, officer or employee of its subsidiaries, directors or officers, the Company nor, to the knowledge of the Company, any employee, agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, pay or authorization or approval of the paymentany unlawful payment or benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating US.129929318.07 Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of Bribxxx Xxx 0000 xx the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have has instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering of the Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries nor any director, directors officer, affiliate, or officers, employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate representative, or other person associated with or acting on behalf of the Company or any of its subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will take, an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving or receipt indirect unlawful payment of money, propertyany benefit, gifts or anything else of value, directly or indirectly, value to any foreign or domestic government official or regulatory official, officer or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and each of its subsidiaries and affiliates have instituted, maintain conducted their businesses in compliance with applicable anti-corruption laws and enforce, have instituted and maintained and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all such laws and with the representations and warranties contained herein. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and or anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries or affiliates, directors nor any director, officer or officersemployee, nor, to the knowledge of the CompanyCompany or any of its subsidiaries, any employee, agent, affiliate agent or other person associated with or acting on behalf of the Company or of any of its subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order (“Governmental Official”) to influence official action in violation of any applicable anti-corruption lawsor secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Company and its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries nor any director, directors officer or officerscontrolled affiliate, nor, to the knowledge of the Company, any employeeemployee of the Company or any of its subsidiaries, agentagents, affiliate non-controlled affiliates or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will make or take, an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or violated, is in violation of or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Company, its subsidiaries and its subsidiaries controlled affiliates have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representation and warranty contained herein. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For Except as disclosed in the last five yearsCommission Documents, neither the Company nor any of its subsidiariesSubsidiaries nor their respective officers, directors or officersdirectors, employees, nor, to the knowledge Knowledge of the Company, any employeeagents, agentdistributors, affiliate or other person associated with or third-party representatives acting on behalf of the Company or any of its subsidiaries has Subsidiaries, have in the past five (5) years: (i) used violated or been convicted of violating any corporate funds for applicable Anti-Corruption Laws, or (ii) directly or knowingly indirectly, made, offered, paid, given, provided, promised to pay or give, or authorized the payment or giving of any unlawful money, contribution, commission, bribe, kickback, payoff, rebate, reward, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offerhospitality, entertainment, influence payment, promise to payinducement (including any facilitation payment), or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else any other thing of value, directly or indirectly, to any foreign or domestic government official or employeePerson, including of any government-owned or controlled entity or of a public international organizationGovernment Official, corruptly, or any person employee or representative of a Governmental Authority, or any Person acting in an official capacity for or on behalf of any of the foregoingGovernment Official, or any political party or party official or candidate for political office in order to influence official decisions of such a Person, to induce such a Person to take or omit to take any action, to secure any improper business advantage, such as obtaining or retaining business or other favorable government action, or to otherwise secure any person in order to influence official action in violation improper advantage, or for any other prohibited purpose (within the meaning of any applicable antiAnti-corruption lawsCorruption Laws); or (iii) violated created any false record or is established or maintained any fund or asset that has not been recorded in violation of any provision the books and records of the Foreign Corrupt Practices Act of 1977, as amended, Company or any of its Subsidiaries in connection with such actions, in each case in such a manner that would violate applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the Bribery Act 2010 of the United Kingdom, or any other applicable antiAnti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitCorruption Laws. The Company and its subsidiaries Subsidiaries have institutedinstituted and maintained policies, maintain and enforceprocedures, and will continue to maintain and enforce, policies and procedures controls reasonably designed to promote and ensure continued compliance with all applicable antitherewith. There have been no proceedings or investigations by or before any Governmental Authority involving the Company or any of its Subsidiaries or their respective directors, officers or employees relating to the Anti-bribery and anti-corruption lawsCorruption Laws in the past five (5) years nor are there any pending, or, to the Knowledge of the Company, threatened.

No Unlawful Payments. For None of the last five years, neither the Company nor Bioventus Parties or any of its subsidiaries, directors or officers, northeir respective subsidiaries or, to the knowledge of the CompanyBioventus Parties, after due inquiry, any employeedirector, agentofficer, employee or affiliate of any Bioventus Party or any of its subsidiaries or any agent or other person associated with or acting on behalf of the Company any Bioventus Party or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption lawlaw (“Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company None of the Bioventus Parties or any of their respective subsidiaries will directly or indirectly use the proceeds of the offering or lend, contribute or otherwise make available such proceeds to any subsidiary or any person or entity in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person or entity in violation of any Anti-Corruption Laws. Each Bioventus Party and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable antiAnti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. For None of the last five yearsCompany, neither the Company nor any of its subsidiariesdirectors, directors officers or officersemployees thereof, noror, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to paypromise, or authorization or approval of the any direct or indirect unlawful payment, giving or receipt of money, property, gifts or anything else of value, directly value or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have has instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained in this Section 3(gg). The Company will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For Neither the last five yearsCompany, neither the Company nor any of its subsidiariesSubsidiaries, directors any director or officersofficer of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful or improper expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the U.K. Bribery Act of 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws, or the rules and regulations promulgated thereunder; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its Subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment promise to pay or authorization of the payment or giving of money or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor its subsidiaries nor any director, officer, employee or controlled affiliate of the Company or its subsidiaries, directors or officers, subsidiaries nor, to the knowledge of the Company, any employee, agent, other affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption lawlaw (collectively, the “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Company, its subsidiaries and its subsidiaries affiliates have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors nor any director, officer or officers, employee of the Company or any of its subsidiaries nor, to the knowledge of the CompanyCompany and each of the Guarantors, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, 1977 (as amended, the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United KingdomKingdom (the “U.K. Bribery Act”), 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-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws. No part of the proceeds of the offering will be used, directly or indirectly, in violation of the FCPA or the U.K. Bribery Act, or any similar laws of any other relevant jurisdiction, or the rules or regulations thereunder.

No Unlawful Payments. For the last five years, neither Neither the Company nor any director or officer of its subsidiaries, directors or officers, the Company nor, to the knowledge of the Company, any employee, agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, pay or authorization or approval of the paymentany unlawful payment or benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-government- owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Bxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; anti‑corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have has instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering of the Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries or affiliates, directors nor any director, officer or officersemployee, nor, to the knowledge of the CompanyCompany or any of its subsidiaries, any employee, agent, affiliate agent or other person associated with or acting on behalf of the Company or of any of its subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order (“Governmental Official”) to influence official action in violation of any applicable anti-corruption lawsor secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Governmental Official or other person or entity. The Company and its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors or officers, officers nor, to the knowledge of the CompanyCompany and each of the Guarantors, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 19771977 (the “FCPA”), as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom (the “U.K. Bribery Act”) or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. No part of the proceeds of the offering will be used, directly or indirectly, in violation of the FCPA or the U.K. Bribery Act, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.

No Unlawful Payments. For To the last five yearsCompany’s knowledge, neither the Company nor any of its subsidiariesdirector, directors officer or officers, nor, to the knowledge employee of the Company, Company nor any employee, agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; . (ii) made or taken an act in furtherance of an offer, payment, promise to pay, pay or authorization or approval of the paymentany unlawful payment or benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; office. (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Bxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; . or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have has instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors subsidiaries nor any director or officers, officer of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, employee of the Company or any of its subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries has (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken an act or will make or take any action in furtherance of an offer, payment, promise to paypromise, or authorization or approval of the any direct or indirect unlawful payment, giving benefit or receipt of money, property, gifts or anything else of value, directly or indirectly, gift to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and its subsidiaries have conducted their business in compliance with all applicable anti-bribery and anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For None of the last five yearsCompany, neither the Company nor any of its subsidiaries, directors or officers, norsubsidiaries or, to the knowledge of the Company, any employeeaffiliate, agentdirector, affiliate officer, employee or any agent or other person associated with or acting on behalf of the Company or of any of its subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order (“Governmental Official”) to influence official action in violation of any applicable anti-corruption lawsor secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Company and its subsidiaries and, to the knowledge of the Company, its affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. For the last five years, neither Neither the Company nor Xxxxxxxx Xxxx nor any of its their subsidiaries, directors or officers, nor, nor to the knowledge of the CompanyCompany any affiliate, director, officer or employee of the Company or Xxxxxxxx Xxxx or their subsidiaries nor any employee, agent, affiliate agent or other person associated with or acting on behalf of the Company or Xxxxxxxx Xxxx or any of its their subsidiaries has (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or has violated, is in violation of of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the Bribery Act 2010 of Brxxxxx Xxx 0000 xf the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its Xxxxxxxx Xxxx and their subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representation and warranty contained herein. Neither the Company nor Xxxxxxxx Xxxx, nor any of their subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries nor any of their respective directors, directors officers or officersemployees, nor, nor to the knowledge of the Company, the Company's or any employeeof its subsidiaries' agents, agent, affiliate affiliates or any other person associated with or acting on behalf of the Company or any of its subsidiaries (other than the Underwriters and their respective affiliates, with respect to which no representation or warranty is made), has (i) used any corporate funds for made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity(or taken any act in furtherance thereof); (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled -controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of any Brazilian anticorruption laws, including, without limitation, Brazilian Law No. 12,846/2013 or, to the extent applicable, the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under under, or is in violation of, any applicable provisions of the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any director, officer or employee of its subsidiaries, directors or officers, the Company nor, to the knowledge of the Company, any employee, agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, pay or authorization or approval of the paymentany unlawful payment or benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have has instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries nor any director, directors officer, employee or officers, affiliate of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate agent or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) has used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken or will make or take an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) has violated or is will be in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or has committed or will commit an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representation and warranty contained herein. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries or affiliates, directors nor any director or officers, officer nor, to the knowledge of the CompanyCompany or any of its subsidiaries, any employee, agent, affiliate agent or other person associated with or acting on behalf of the Company or of any of its subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to paypromise, or authorization or approval of the payment, any unlawful payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order (“Governmental Official”) to influence official action, or to any person in order to improperly influence official action or secure an improper advantage in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Company and its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors nor any director or officers, officer of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering of the Shares hereunder in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors subsidiaries nor any director or officers, officer of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employeeemployee of the Company or any affiliate of Company or its subsidiaries, agentor in the course of its actions for, affiliate or other person associated with or acting on behalf of of, the Company or any of its subsidiaries has subsidiaries, any agent or other person associated with the Company or any of its subsidiaries, (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken an act or will make or take any action in furtherance of an offer, payment, promise to paypromise, or authorization or approval of the any direct or indirect unlawful payment, giving benefit or receipt of money, property, gifts or anything else of value, directly or indirectly, gift to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and its subsidiaries have conducted their business in compliance with all applicable anti-bribery and anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither (A) None of the Company nor or any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any director, officer, or employee, agent, affiliate or other person associated with or acting on behalf representative of the Company or of any of its subsidiaries subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; , (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any domestic or foreign or domestic government official or employee, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office office, in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the Bribery Act 2010 of the United KingdomUK Xxxxxxx Xxx 0000, or any other applicable anti-bribery or anti-corruption law; law (collectively, the “Anti-Corruption Laws”) or (iviii) made, offered, agreedauthorized, requested requested, or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The ; (B) the Company and its subsidiaries have instituted, conducted their businesses in compliance with the Anti-Corruption Laws and have instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable antisuch laws and with the representations and warranties contained herein; and (C) none of the Company or any of its subsidiaries will use, directly or indirectly, the proceeds of the offering of the Offered Shares hereunder in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any of the Anti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors nor any director or officers, officer of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws. The Company and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors or officersSubsidiaries, nor, to the knowledge of the CompanyCompany and each of the Guarantors, any employeedirector, officer or employee of the Company or any of its Subsidiaries or any agent, affiliate Affiliate or other person Person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person Person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries Subsidiaries have instituted, maintain instituted and enforcemaintain, and will continue to maintain and enforcemaintain, policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws applicable to the Company or any of its subsidiaries.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries nor any director, directors officer or officers, employee of the Company or any of its subsidiaries nor, to the knowledge of the CompanyCompany or any of the Guarantors, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; (iii) violated or is in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The For the past five years, the Company and its subsidiaries subsidiaries, and, to the knowledge of the Company and its subsidiaries, its and their other affiliates have conducted their businesses in compliance with all applicable anti-bribery and anti-corruption laws (including, without limitation, the FCPA and the Xxxxxxx Xxx 0000 of the United Kingdom) and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure ensure, and which are reasonably expected to promote and ensure, continued compliance with all applicable anti-bribery and anti-corruption lawstherewith.

No Unlawful Payments. For None of the last five years, neither the Company nor Bioventus Parties or any of its subsidiaries, directors or officers, northeir respective subsidiaries or, to the knowledge of the CompanyBioventus Parties, after due inquiry, any employeedirector, agentofficer, employee or affiliate of any Bioventus Party or any of its subsidiaries or any agent or other person associated with or acting on behalf of the Company any Bioventus Party or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption lawlaw (“Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company None of the Bioventus Parties or any of their respective subsidiaries will directly or indirectly use the proceeds of the offering or lend, contribute or otherwise make available such proceeds to any subsidiary or any person or entity in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person or entity in violation of any Anti-Corruption Laws. Each Bioventus Party and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable antiAnti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries or affiliates nor any director, directors officer or officers, employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of indirect unlawful payment or benefit, including the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained herein. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employeedirector, officer or employee of the Company nor, to the knowledge of the Company, any agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, pay or authorization or approval of the paymentany unlawful payment or benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have has instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of shares of Common Stock hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries or affiliates, directors nor any director or officers, officer nor, to the knowledge of the CompanyCompany or any of its subsidiaries, any employee, agent, affiliate agent or other person associated with or acting on behalf of the Company or of any of its subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to paypromise, or authorization or approval of the payment, any unlawful payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order ("Governmental Official") to influence official action, or to any person in order to improperly influence official action or secure an improper advantage in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Company and its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors nor any director, officer or officers, controlled affiliate of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate agent or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) has used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries and, to the Company’s knowledge, affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For the last five years, neither the Company Neither such Selling Stockholder nor any of its subsidiaries, directors nor any director, officer or officers, employee of such Selling Stockholder or any of its subsidiaries nor, to the knowledge of the Companysuch Selling Stockholder, any employee, agent, affiliate or other person associated with or acting on behalf of the Company such Selling Stockholder or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Neither such Selling Stockholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws. Such Selling Stockholder and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariesSubsidiaries, directors or officers, nor, nor to the knowledge of the Company, any employeedirector, officer, agent, employee, affiliate or other person associated with or representative acting on behalf of the Company or any of its subsidiaries has Subsidiaries: (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) made has made, taken or taken an act will take any action in furtherance of an offer, any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment, unlawful payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, employee (including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order office) to influence official action, or to any person in order to improperly influence official action in violation or secure an improper advantage for the Company or any of any applicable anti-corruption lawsits Subsidiaries; (iii) violated has made, offered, or taken an act in furtherance of any bribe, unlawful rebate, payoff, influence payment, property, gift, kickback or other unlawful payment; or (iv) is aware of or has taken any action, directly or indirectly, that would result in a violation of any provision of the Xxxxxxx Xxx 0000 of the United Kingdom, or the OECD Convention on Bribery of Foreign Public Officials in International Business Transactions (“OECD Convention”), the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactionsrules and regulations thereunder (collectively, or committed an offense under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit“FCPA”), including, without limitation, making use of the mails or any rebatemeans or instrumentality of interstate commerce corruptly in furtherance of an offer, payoff, influence payment, kickback promise to pay or authorization of the payment of any money, or other unlawful property, gift, promise to give, or improper payment authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA), including any officer or benefitemployee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, in contravention of the FCPA or any applicable anti-bribery and anticorruption laws or regulations to which the Company and its Subsidiaries or any director, officer, agent, employee, affiliate or representative acting on behalf of the Company or any of its Subsidiaries is subject. The Company and its subsidiaries Subsidiaries and their controlled affiliates have instituted, each conducted their businesses in compliance with the FCPA and any applicable anti-bribery and anti-corruption laws or regulations and have instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariesSubsidiaries, directors nor any director or officers, norofficer or controlled Affiliate or, to the knowledge Knowledge of the Company, any employeenon-controlled Affiliate or employee of the Company or any of its Subsidiaries nor, agentto the Knowledge of the Company or any of its Subsidiaries, affiliate any agent or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-government- owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law Law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-anti- corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Company, its subsidiaries and its subsidiaries controlled Affiliates have conducted their businesses in compliance with applicable anti- corruption laws and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For To the last five yearsCompany’s knowledge, neither the Company nor any of its subsidiariesdirector, directors officer or officers, nor, to the knowledge employee of the Company, Company nor any employee, agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, pay or authorization or approval of the paymentany unlawful payment or benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have has instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. For None of the last five yearsPartnership Entities, neither the Company nor or any director, officer or employee of any of its subsidiariesthe Partnership Entities, directors or officers, norand, to the knowledge of the CompanyPartnership Parties, any employeeno agents, agent, affiliate affiliates or other person persons associated with or acting on behalf of the Company or any of its subsidiaries has Partnership Entities have (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to expense, including but not limited to, political activity, unlawful procurement or bribery; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the paymentindirect unlawful payment or benefit to anyone, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to including any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, 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 of any person in violation of any other applicable anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries Partnership Entities have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors subsidiaries nor any director or officers, officer of the Company nor, to the knowledge of the Company, any employee, employee of the Company or any of its subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly value or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and its subsidiaries have instituted, maintain and enforce, instituted and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. For Neither the last five years, neither the Company Selling Shareholder nor any of its subsidiaries, subsidiaries or their directors or officers, nor, to the knowledge of the CompanySelling Shareholder, any agent, employee, agent, affiliate or other person associated with or acting on behalf of the Company Selling Shareholder or any of its subsidiaries has (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating related to political activityactivity for the benefit of the Company or its subsidiaries; (ii) made has made, taken or taken an act in furtherance of an will take any action to further or facilitate any offer, payment, gift, promise to pay, or authorization any offer, gift or approval promise of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign person knowing that all or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any portion of the foregoingpayment will be offered, given or any political party or party official or candidate for political office in order promised to anyone to improperly influence official action, to obtain or retain business for the Company or its subsidiaries, or to any person in order to influence official action in violation of any applicable anti-corruption lawssecure an improper advantage for the Company or its subsidiaries; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreedtaken, requested or taken an will make, offer or take any act in furtherance of any bribe, unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, property, gift, kickback or other unlawful payment to obtain or retain business for the Company or its subsidiaries, or to secure an improper payment advantage for the Company or benefit. The its subsidiaries; or (iv) is aware of, has taken or will take any action, directly or indirectly, to secure an improper advantage or for the benefit of the Company and or any of its subsidiaries have institutedthat would result in a violation or a sanction for violation by such persons of the FCPA, maintain the OECD Bribery Convention or, to the extent applicable, the U.K. Bribery Act, in each case as may be amended from time to time, or similar law of any other applicable jurisdiction, including the rules and enforceregulations thereunder. No part of the proceeds of the offering and sale of the Securities to be sold by the Selling Shareholder hereunder will be used, and will continue to maintain and enforcelent, policies and procedures reasonably designed to promote and ensure compliance with all applicable contributed or otherwise made available, directly or indirectly, for the purpose of financing or facilitating any activity that would violate, or in violation of, anti-bribery and anti-corruption lawslaws (including, without limitation the FCPA and, to the extent applicable, the U.K. Bribery Act, and other similar laws of any other applicable jurisdiction, or the rules or regulations thereunder).

No Unlawful Payments. For None of the last five yearsCompany, neither the Company nor any of its subsidiaries, directors any of the Acquired Entities nor any of the Spectrum Entities (with respect to the Acquired Autocare Business) nor any director or officers, norofficer of the Company or any of its subsidiaries or the Spectrum Entities (with respect to the Acquired Autocare Business) or, to the knowledge of the Company, any agent, employee, agent, affiliate Affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries or any of the Spectrum Entities (with respect to the Acquired Autocare Business) (in each case other than any Underwriter) has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and Company, its subsidiaries and the Spectrum Entities (with respect to the Acquired Autocare Business) and, to the knowledge of the Company, its Affiliates, have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure conducted their businesses in compliance with all applicable anti-bribery and anti-corruption lawslaws and have instituted, maintain and enforce policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiariessubsidiaries or affiliates nor any director, directors officer or officers, employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of indirect unlawful payment or benefit, including the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained herein. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For the last five years, neither the Company Neither such Selling Stockholder nor any of its subsidiaries, directors or officerssubsidiaries (if any), nor, any director, officer or employee of such Selling Stockholder or, to the knowledge of the Companysuch Selling Stockholder, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries such Selling Stockholder has not (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official actionoffice, or to any person in order to influence official action in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amendedFCPA, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Such Selling Stockholder has conducted its business in compliance with applicable anti-corruption laws and its subsidiaries have has instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained herein; and each of the Selling Stockholders will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor Xxxxxxxx Xxxx nor any of its their subsidiaries, directors or officers, nor, nor to the knowledge of the CompanyCompany any affiliate, director, officer or employee of the Company or Xxxxxxxx Xxxx or their subsidiaries nor any employee, agent, affiliate agent or other person associated with or acting on behalf of the Company or Xxxxxxxx Xxxx or any of its their subsidiaries has (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or has violated, is in violation of of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-anti- bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its Xxxxxxxx Xxxx and their subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representation and warranty contained herein. Neither the Company nor Xxxxxxxx Xxxx, nor any of their subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.. 16

No Unlawful Payments. For Neither the last five years, neither the Company Selling Stockholder nor any of its subsidiaries, directors or officerssubsidiaries (if any), nor, any director, officer or employee of the Selling Stockholder or, to the knowledge of the CompanySelling Stockholder, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Selling Stockholder has not (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official actionoffice, or to any person in order to influence official action in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amendedFCPA, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Selling Stockholder has conducted its business in compliance with applicable anti-corruption laws and its subsidiaries have has instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained herein; and the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors nor any director or officers, officer of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate affiliates, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries subsidiaries, or any agent or representative of the Company’s affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to paypromise, or authorization or approval of the any direct or indirect unlawful payment, giving or receipt of money, property, gifts or benefit or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office (“Governmental Official”) in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Bxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained in this paragraph. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company’s knowledge, any director, officer, employee, agent, controlled affiliate or other agent or other person associated with or acting on behalf of the Company or of any of its subsidiaries or controlled affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order (“Governmental Official”) to influence official action in violation of any applicable anti-corruption lawsor secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Governmental Official or other person or entity. The Company and its subsidiaries and controlled affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. For the last five years, neither Neither the Company nor any of its subsidiaries, directors nor any director, officer or officersemployee, nor, to the knowledge of the CompanyCompany or any of its subsidiaries, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or of any of its subsidiaries subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment or giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order (“Governmental Official”) to influence official action in violation of any applicable anti-corruption lawsor secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Company and its subsidiaries and controlled affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws and with the representation and warranty contained herein. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For the last five years, neither the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf None of the Company or any of its subsidiaries or controlled affiliates, or any director, officer, or employee thereof, nor, to the Company’s knowledge, any agent or representative of the Company or of any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person (“Governmental Official”) in order to influence official action in violation of any applicable anti-corruption lawsor secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Governmental Official or other person or entity. The Company and each of its subsidiaries and controlled affiliates have instituted, maintain conducted their businesses in compliance with applicable anti-corruption laws and enforce, have instituted and maintained and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained herein and neither the Company nor any of its subsidiaries or controlled affiliates will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. For Neither the last five years, neither the Company Selling Stockholder nor any of its subsidiaries, directors nor any director, officer or officers, employee of the Selling Stockholder or any of its subsidiaries nor, to the knowledge of the CompanySelling Stockholder, any employee, agent, affiliate or other person associated with or acting on behalf of the Company Selling Stockholder or any of its subsidiaries has (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, payment, promise to pay, or authorization of any direct or approval of the payment, giving indirect unlawful payment or receipt of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or has violated, is in violation of of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Bxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Selling Stockholder and its subsidiaries subsidiaries, if any, have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. For the last past five years, neither the Company nor any of its subsidiaries, directors nor any director or officers, officer of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to paypromise, or authorization or approval of the payment, giving any direct or receipt of money, property, gifts indirect unlawful payment or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption lawsoffice; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws. The Company and each of its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure achieve compliance with all any applicable anti-bribery and anti-corruption laws.