Common use of Part 515 Clause in Contracts

Part 515. The Issuer represents and warrants that (i) each of the Issuer, Merger Sub, any of their respective directors and officers and, to the Issuer’s knowledge, REE, any of REE’s directors and officers and any of the Issuer’s, Merger Sub’s and REE’s employees, representatives, agents and any person acting on its or their behalf has not engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction (including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended), (ii) the Issuer and Merger Sub and, to the Issuer’s knowledge, REE has instituted and maintains systems, policies and procedures designed to prevent violation of such laws, regulations and rules and (iii) no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator having jurisdiction over the Issuer, Merger Sub or, to the Issuer’s knowledge, REE with respect to such laws, regulations and rules is pending and, to the Issuer’s knowledge, no such actions, suits or proceedings are threatened or contemplated.

Part 515. The Issuer represents and warrants that (i) each of the Issuer, Merger Sub, any of their respective directors and officers and, to the Issuer’s knowledge, REEMetromile, any of REEMetromile’s directors and officers and any of the Issuer’s, Merger Sub’s and REEMetromile’s employees, representatives, agents and any person acting on its or their behalf has not engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction (including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended), (ii) the Issuer and Merger Sub and, to the Issuer’s knowledge, REE Metromile has instituted and maintains systems, policies and procedures designed to prevent violation of such laws, regulations and rules and (iii) no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator having jurisdiction over the Issuer, Merger Sub or, to the Issuer’s knowledge, REE Metromile with respect to such laws, regulations and rules is pending and, to the Issuer’s knowledge, no such actions, suits or proceedings are threatened or contemplated.

Part 515. The Issuer represents and warrants that (i) each of the Issuer, Merger Subthe Transaction Parties, any of their respective directors and officers and, to the Issuer’s knowledge, REEPico, any of REEPico’s directors and officers and any of the Issuer’s, Merger SubTransaction Party’s and REEPico’s employees, representatives, agents and any person acting on its or their behalf has not engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction (including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended), (ii) the Issuer and Merger Sub the Transaction Parties and, to the Issuer’s knowledge, REE Pico has instituted and maintains systems, policies and procedures designed to prevent violation of such laws, regulations and rules and (iii) no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator having jurisdiction over the Issuer, Merger Sub the Transaction Parties or, to the Issuer’s knowledge, REE Pico with respect to such laws, regulations and rules is pending and, to the Issuer’s knowledge, no such actions, suits or proceedings are threatened or contemplated.