Common use of Unlawful Payments Clause in Contracts

Unlawful Payments. Seller is (and since December 31, 2012 has been) in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (the “Foreign Corrupt Practices Act”), the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention, all other international anti-bribery conventions and all applicable anti-corruption or bribery Laws in any jurisdiction in which Seller conducts (or since December 31, 2012 has conducted) its business (including the Business) (collectively, “Anti-Bribery Laws”). Since December 31, 2012, Seller has not received any written communication from any Governmental Authority that alleges that Seller, or any current or former Representatives thereof, is or may be in violation of, or has, or may have, any Liability under, any Anti-Bribery Laws, and no such potential violation of Anti-Bribery Laws has been discovered by or brought to the attention of Seller since December 31, 2012. Seller has not made nor does it anticipate making any disclosures to any Governmental Authority for potential violations of Anti-Bribery Laws. None of Seller’s current or former Representatives is currently an officer, agent or employee of a Governmental Authority or a foreign official (as defined in the Foreign Corrupt Practices Act). Neither Seller nor, to Seller’s knowledge, any of its current or former Representatives has directly or indirectly, offered, given, reimbursed, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority or of any existing or prospective customer (whether or not owned by a Governmental Authority) or any other foreign official (as defined in the Foreign Corrupt Practices Act), (b) any political party or official thereof, (c) any candidate for political or political party office or (d) any other Person affiliated with any such customer, political party or official or political office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, for purposes not allowable under the Anti-Bribery Laws.

Unlawful Payments. Seller is (Each of the Acquired Companies are and since December 31, 2012 has been) have been in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (the “Foreign Corrupt Practices Act”)., the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention, all other international anti-bribery conventions and all applicable anti-corruption or bribery Laws in any jurisdiction in which Seller conducts (or since December 31, 2012 any Acquired Company has conducted) conducted its business (including the Business) (collectively, “Anti-Bribery Laws”). Since December 31None of the Acquired Companies has received since January 1, 2012, Seller has not received 2015 any written communication from any Governmental Authority that alleges that Sellerany Acquired Company, or any current or former Representatives thereof, is or may be in violation of, or has, or may have, any Liability liability under, any Anti-Bribery Laws, and no such potential violation of Anti-Bribery Laws has been discovered by or brought to the attention of Seller since December 31, 2012any Acquired Company. Seller None of the Acquired Companies has not made nor does it anticipate or anticipates making any disclosures to any Governmental Authority for potential violations of Anti-Bribery Laws. None of Seller’s the Acquired Companies’ current or or, to the Acquired Companies’ knowledge, former Representatives is currently an officer, agent or employee of a Governmental Authority or a foreign official (as defined in Authority. None of the Foreign Corrupt Practices Act). Neither Seller norAcquired Companies, to Seller’s knowledge, any and none of its their respective current or former Representatives has Representatives, have directly or indirectly, indirectly offered, given, reimbursed, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) ), any facilitating or expediting payment, or any commission payment that is payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority or of any existing or prospective customer (whether or not owned by a Governmental Authority) or any other foreign official (as defined in the Foreign Corrupt Practices Act), (b) any political party or official thereof, (c) any candidate for political or political party office or (d) any other Person affiliated with any such customer, political party or official or political office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, for purposes not allowable under the Anti-Bribery Laws, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or other Person affiliated with any such customer, political party or official or political office.

Unlawful Payments. Seller The Company is (and since December 31, 2012 has been) been in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (the “Foreign Corrupt Practices Act”)., the Organization for Economic Cooperation 39 and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention, all other international anti-bribery conventions and all applicable anti-corruption or bribery Laws in any jurisdiction in which Seller conducts (or since December 31, 2012 the Company has conducted) conducted its business (including the Business) (collectively, “Anti-Bribery Laws”). Since December 31, 2012, Seller The Company has not received any written notice or other communication from any Governmental Authority that alleges that Sellerthe Company, or any current or former Representatives representatives thereof, was or is or may be in violation of, or has, or may have, any Liability liability under, any Anti-Bribery Laws, and no such potential violation of Anti-Bribery Laws has been discovered by or brought to the attention of Seller since December 31, 2012the Company. Seller The Company neither has not made nor does it anticipate anticipates making any disclosures to any Governmental Authority Entity for potential violations of Anti-Bribery Laws. None of Sellerthe Company’s current or former Representatives representatives is currently an officer, agent or employee of a Governmental Authority or a foreign official (as defined in the Foreign Corrupt Practices Act)Entity. Neither Seller norThe Company has not, to Seller’s knowledge, any of nor have its current or former Representatives has representatives, directly or indirectly, offered, given, reimbursed, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority Entity or of any existing or prospective customer of the Company (whether or not owned by a Governmental Authority) or any other foreign official (as defined in the Foreign Corrupt Practices ActEntity), (b) any political party or official thereof, (c) any candidate for political or political party office or (d) any other Person affiliated with any such customer, political party or official or political office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, for purposes not allowable under the Anti-Bribery Laws.

Unlawful Payments. Seller is Each of the Company and its Subsidiaries are and, during the five (and since December 315) years preceding the date of this Agreement, 2012 has been) have been in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (the “Foreign Corrupt Practices Act”), the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention., all other applicable international anti-bribery conventions and all applicable anti-corruption or bribery Laws in any jurisdiction in which Seller conducts (the Company or since December 31, 2012 any of its Subsidiaries has conducted) conducted its business (including the Business) (collectively, “Anti-Bribery Laws”). Since December 31, 2012, Seller Neither the Company nor any of its Subsidiaries has not received any written communication from any Governmental Authority Entity that alleges that Sellerthe Company, any of its Subsidiaries, or any current or former Representatives thereofthereof (with respect to the Company and its Subsidiaries), is or may be in violation of, or has, or may have, has any Liability liability under, any Anti-Bribery Laws, and no such potential violation of Anti-Bribery Laws has been discovered by the Company or brought any of its Subsidiaries or is otherwise Known to the attention Company. Neither the Company nor any of Seller since December 31, 2012. Seller its Subsidiaries has not made nor does it anticipate or anticipates making any disclosures to any Governmental Authority Entity for potential violations of Anti-Bribery Laws. None of Sellerthe Company’s or any of its Subsidiaries’ current or or, to the Knowledge of the Company, former Representatives is currently an officer, agent or employee of a Governmental Authority or a foreign official (as defined in the Foreign Corrupt Practices Act)Entity. Neither Seller nor, to Seller’s knowledge, the Company nor any of its Subsidiaries, nor any of their respective current or or, to the Knowledge of the Company, former Representatives acting on behalf or at the direction of the Company or any of its Subsidiaries has directly or indirectly, indirectly offered, given, reimbursed, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) ), any facilitating or expediting payment, or any commission payment that is payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority Entity or of any existing or prospective customer (whether or not owned by a Governmental Authority) or any other foreign official (as defined in the Foreign Corrupt Practices ActEntity), (b) any political party or official thereof, (c) any candidate for political or political party office or (d) any other Person affiliated with any such customer, political party or official or political office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, for purposes not allowable under the Anti-Bribery Laws, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or other Person affiliated with any such customer, political party or official or political office.

Unlawful Payments. Seller is (and since December 31, 2012 has been) been in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (the “Foreign Corrupt Practices Act”)., the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention, all other international anti-bribery conventions and all applicable anti-corruption or bribery Laws in any jurisdiction in which Seller conducts (or since December 31, 2012 has conducted) conducted its business (including the Business) (collectively, “Anti-Bribery Laws”). Since December 31, 2012, Seller has not received any written communication from any Governmental Authority that alleges that Seller, or any current or former Representatives thereof, is or may be in violation of, or has, or may have, any Liability liability under, any Anti-Bribery Laws, and no such potential violation of Anti-Bribery Laws has been discovered by or brought to the attention of Seller since December 31, 20122017. Seller has not made nor does it anticipate making any disclosures to any Governmental Authority for potential violations of Anti-Bribery Laws. None To the knowledge of Seller, none of Seller’s current or former Representatives is currently an officer, agent or employee of a Governmental Authority or a foreign official (as defined in the Foreign Corrupt Practices Act)Authority. Neither Seller nor, to Seller’s knowledge, nor any of its current or former Representatives has directly or indirectly, offered, given, reimbursed, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority or of any existing or prospective customer (whether or not owned by a Governmental Authority) or any other foreign official (as defined in the Foreign Corrupt Practices Act), (b) any political party or official thereof, (c) any candidate for political or political party office or (d) any other Person affiliated with any such customer, political party or official or political office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, for purposes not allowable under the Anti-Bribery Laws, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or other Person affiliated with any such customer, political party or official or political office.

Unlawful Payments. Seller is (The Company and since December 31, 2012 has been) its Subsidiaries are and have been in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (the “Foreign Corrupt Practices Act”), the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention, all other international anti-bribery conventions and all applicable anti-corruption or anti-bribery Laws in all material respects in any jurisdiction in which Seller conducts (the Company or since December 31, 2012 its Subsidiaries has conducted) conducted its business (including the Business) (collectively, “Anti-Bribery Laws”). Since December 31, 2012, Seller Neither the Company nor its Subsidiaries has not received any written communication from any Governmental Authority Entity that alleges that Sellerthe Company or its Subsidiaries, or any current or former Representatives thereof, is or may be in material violation of, or has, or may have, any Liability material liability under, any Anti-Bribery Laws, and no such potential violation of Anti-Bribery Laws has been discovered by or brought to the attention of Seller since December 31, 2012the Company or its Subsidiaries. Seller Neither the Company nor its Subsidiaries has not made nor does it anticipate or anticipates making any disclosures to any Governmental Authority Entity for potential violations of Anti-Bribery Laws. None of Seller’s current or former the Company and its Subsidiaries’ Representatives is are currently an officer, agent or employee of a Governmental Authority or a foreign official (as defined in the Foreign Corrupt Practices Act)Entity. Neither Seller nor, to Seller’s knowledge, the Company nor its Subsidiaries nor any of its current or former their respective Representatives has have directly or indirectly, indirectly offered, given, reimbursed, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority Entity or of any existing or prospective customer (whether or not owned by a Governmental Authority) or any other foreign official (as defined in the Foreign Corrupt Practices ActEntity), (b) any political party or official thereof, (c) any candidate for political or political party office or (d) any other Person affiliated with any such customer, political party or official or political office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, for purposes not allowable under the Anti-Bribery Laws, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or other Person affiliated with any such customer, political party or official or political office. There is no arrangement to which the Company or its Subsidiaries is a party providing for any kickbacks or any forms of compensation that are unlawful to be paid to any Person in return for the referral or volume of business or for the arrangement for recommendation or influence of such referrals and the Company, its Subsidiaries and each officer, director, employee or agent thereof has complied in all material respects with all applicable Laws dealing with bribery, extortion, and kickbacks, and Laws governing the offering or giving of gifts and gratuities to commercial business partners.

Unlawful Payments. Seller is (The Company and since December 31, 2012 has been) the Subsidiaries are and have been in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (the “Foreign Corrupt Practices Act”)., the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention, all other international anti-bribery conventions and all applicable anti-corruption or bribery Laws in any jurisdiction in which Seller conducts (the Company or since December 31, 2012 any Subsidiary has conducted) conducted its business (including the Business) (collectively, “Anti-Bribery Laws”). Since December 31, 2012, Seller Neither the Company nor any Subsidiary has not received any written communication from any Governmental Authority Entity that alleges that Sellerthe Company or any Subsidiary, or any current or former Representatives thereof, is or may be in violation of, or has, or may have, any Liability liability under, any Anti-Bribery Laws, and no such potential violation of Anti-Bribery Laws has been discovered by or brought to the attention of Seller since December 31, 2012the Company or any Subsidiary. Seller Neither the Company nor any Subsidiary has not made nor does it anticipate or anticipates making any disclosures to any Governmental Authority Entity for potential violations of Anti-Bribery Laws. None of Seller’s the Company and the Subsidiaries’ current or former Representatives is currently an officer, agent or employee of a Governmental Authority or a foreign official (as defined in the Foreign Corrupt Practices Act)Entity. Neither Seller nor, to Seller’s knowledge, the Company nor any Subsidiary nor any of its their respective current or former Representatives has directly or indirectly, indirectly offered, given, reimbursed, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority Entity or of any existing or prospective customer (whether or not owned by a Governmental Authority) or any other foreign official (as defined in the Foreign Corrupt Practices ActEntity), (b) any political party or official thereof, (c) any candidate for political or political party office or (d) any other Person affiliated with any such customer, political party or official or political office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, for purposes not allowable under the Anti-Bribery Laws, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or other Person affiliated with any such customer, political party or official or political office.

Unlawful Payments. Seller Each of Transferor and the Acquired Companies is (and since December 31, 2012 has been) in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (the “Foreign Corrupt Practices Act”)., the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention, all other international anti-bribery conventions and all applicable anti-corruption or bribery Laws in any jurisdiction in which Seller conducts (Transferor or since December 31, 2012 any Acquired Company has conducted) conducted its business (including the Business) (collectively, “Anti-Bribery Laws”). Since December 31, 2012, Seller Neither Transferor nor any Acquired Company has not received any written communication from any Governmental Authority that alleges that SellerTransferor or any Acquired Company, or any current or former Representatives thereof, is or may be in violation of, or has, or may have, any Liability liability under, any Anti-Bribery Laws, and no such potential violation of Anti-Bribery Laws has been discovered by or brought to the attention of Seller Transferor or any Acquired Company since December 31, 20122019. Seller Neither Transferor nor any Acquired Company has not made nor does it anticipate making any disclosures to any Governmental Authority for potential violations of Anti-Bribery Laws. None of SellerTransferor’s or any Acquired Company’s current or former Representatives is currently an officer, agent or employee of a Governmental Authority or a foreign official (as defined in the Foreign Corrupt Practices Act)Authority. Neither Seller norTransferor, to Seller’s knowledge, nor any Acquired Company nor any of its their respective current or former Representatives has directly or indirectly, offered, given, reimbursed, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority or of any existing or prospective customer (whether or not owned by a Governmental Authority) or any other foreign official (as defined in the Foreign Corrupt Practices Act), (b) any political party or official thereof, (c) any candidate for political or political party office or (d) any other Person affiliated with any such customer, political party or official or political office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, for purposes not allowable under the Anti-Bribery Laws, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or other Person affiliated with any such customer, political party or official or political office.

Unlawful Payments. The Seller Group is (and since December 31, 2012 has been) in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (the “Foreign Corrupt Practices Act”)., the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention, all other international anti-bribery conventions and all applicable anti-corruption or bribery Laws in any jurisdiction in which the Seller conducts (or since December 31, 2012 Group has conducted) its business (including conducted the Business) Business (collectively, “Anti-Bribery Laws”). Since December 31, 2012, No member of the Seller Group has not received any written communication from any Governmental Authority that alleges that Sellerany member of the Seller Group, or any current or former Representatives thereof, is or may be in violation of, or has, or may have, any Liability liability under, any Anti-Bribery Laws, and no such potential violation of Anti-Bribery Laws has been discovered by or brought to the attention of any member of the Seller Group since December 31, 20122015. No member of the Seller Group has not made nor does it anticipate making any disclosures to any Governmental Authority for potential violations of Anti-Bribery Laws. None To the knowledge of Seller, none of any member of the Seller Group’s current or former Representatives is currently an officer, agent or employee of a Governmental Authority or a foreign official (as defined in the Foreign Corrupt Practices Act)Authority. Neither any member of the Seller nor, to Seller’s knowledge, Group nor any of its current or former Representatives has directly or indirectly, offered, given, reimbursed, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority or of any existing or prospective customer (whether or not owned by a Governmental Authority) or any other foreign official (as defined in the Foreign Corrupt Practices Act), (b) any political party or official thereof, (c) any candidate for political or political party office or (d) any other Person affiliated with any such customer, political party or official or political office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, for purposes not allowable under the Anti-Bribery Laws, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or other Person affiliated with any such customer, political party or official or political office.

Unlawful Payments. Seller is (The Company and since December 31, 2012 has been) the Subsidiaries are and have been in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (the “Foreign Corrupt Practices Act”)., the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention, all other international anti-bribery conventions and all applicable anti-corruption or bribery Laws in any jurisdiction in which Seller conducts (the Company or since December 31, 2012 any Subsidiary has conducted) conducted its business (including the Business) (collectively, “Anti-Bribery Laws”). Since December 31, 2012, Seller Neither the Company nor any Subsidiary has not received any written communication from any Governmental Authority Entity that alleges that Sellerthe Company or any Subsidiary, or any current or former Representatives thereof, is or may be in violation of, or has, or may have, any Liability liability under, any Anti-Bribery Laws, and no such potential violation of Anti-Bribery Laws has been discovered by or brought to the attention of Seller the Company or any Subsidiary since December 31, 20122013. Seller Neither the Company nor any Subsidiary has not made nor does it anticipate or anticipates making any disclosures to any Governmental Authority Entity for potential violations of Anti-Bribery Laws. None of Seller’s the Company and the Subsidiaries’ current or former directors, officers, or employees, or, to the Knowledge of the Company, other Representatives is currently an officer, agent or employee of a Governmental Authority or a foreign official (as defined in the Foreign Corrupt Practices Act)Entity. Neither Seller nor, to Seller’s knowledge, the Company nor any Subsidiary nor any of its their respective current or former Representatives has directly or indirectly, indirectly offered, given, reimbursed, paid or promised to pay, or authorized the unlawful payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority Entity or of any existing or prospective customer (whether or not owned by a Governmental Authority) or any other foreign official (as defined in the Foreign Corrupt Practices ActEntity), (b) any political party or official thereof, (c) any candidate for political or political party office or (d) any other Person affiliated with any such customer, political party or official or political office, in each case case, while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, for purposes not allowable under the Anti-Bribery Laws, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or other Person affiliated with any such customer, political party or official or political office.

Unlawful Payments. Seller The Company is (and since December 31, 2012 has been) been in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (the “Foreign Corrupt Practices Act”)., the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention, all other international anti-bribery conventions and all applicable anti-corruption or bribery Laws in any jurisdiction in which Seller conducts (or since December 31, 2012 the Company has conducted) conducted its business (including the Business) (collectively, “Anti-Bribery Laws”). Since December 31, 2012, Seller The Company has not received any written notice or other communication from any Governmental Authority that alleges that Sellerthe Company, or any current or former Representatives representatives thereof, was or is or may be in violation of, or has, or may have, any Liability liability under, any Anti-Bribery Laws, and no such potential violation of Anti-Bribery Laws has been discovered by or brought to the attention of Seller since December 31, 2012the Company. Seller The Company neither has not made nor does it anticipate anticipates making any disclosures to any Governmental Authority Entity for potential violations of Anti-Bribery Laws. None of Sellerthe Company’s current or former Representatives representatives is currently an officer, agent or employee of a Governmental Authority or a foreign official (as defined in the Foreign Corrupt Practices Act)Entity. Neither Seller norThe Company has not, to Seller’s knowledge, any of nor have its current or former Representatives has representatives, directly or indirectly, offered, given, reimbursed, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority Entity or of any existing or prospective customer of the Company (whether or not owned by a Governmental Authority) or any other foreign official (as defined in the Foreign Corrupt Practices ActEntity), (b) any political party or official thereof, (c) any candidate for political or political party office or (d) any other Person affiliated with any such customer, political party or official or political office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, for purposes not allowable under the Anti-Bribery Laws.

Unlawful Payments. Seller is (Since January 1, 2020, the Company and since December 31, 2012 has been) its Subsidiaries are and have been in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (the “Foreign Corrupt Practices Act”)., the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention, all other international anti-bribery conventions and all applicable anti-corruption or bribery Laws in any jurisdiction in which Seller conducts (the Company or since December 31, 2012 any Subsidiary has conducted) conducted its business (including the Business) (collectively, “Anti-Bribery Laws”). Since December 31January 1, 20122020, Seller neither the Company nor any Subsidiary has not received any written communication from any Governmental Authority Entity that alleges that Sellerthe Company or any Subsidiary, or any current or former Representatives thereof, is or may be in violation of, or has, or may have, any Liability liability under, any Anti-Bribery Laws, and no such potential violation of Anti-Bribery Laws has been discovered by or brought to the attention of Seller the Company or any Subsidiary since December 31January 1, 20122020. Seller Since January 2020, neither the Company nor any Subsidiary has not made nor does it anticipate or anticipates making any disclosures to any Governmental Authority Entity for potential violations of Anti-Bribery Laws. None To the Company’s Knowledge, none of Seller’s the Company and its Subsidiaries’ current or former Representatives is currently an officer, agent or employee of a Governmental Authority or a foreign official (as defined in Entity. To the Foreign Corrupt Practices Act). Neither Seller nor, to SellerCompany’s knowledge, Knowledge either the Company nor any Subsidiary nor any of its their respective current or former Representatives has directly or indirectly, indirectly offered, given, reimbursed, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority Entity or of any existing or prospective customer (whether or not owned by a Governmental Authority) or any other foreign official (as defined in the Foreign Corrupt Practices ActEntity), (b) any political party or official thereof, (c) any candidate for political or political party office or (d) any other Person affiliated with any such customer, political party or official or political office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, for purposes not allowable under the Anti-Bribery Laws, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or other Person affiliated with any such customer, political party or official or political office.

Unlawful Payments. Seller Each Group Company is (and since December 31, 2012 has been) been in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (the “Foreign Corrupt Practices Act”)., applicable laws passed pursuant to the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions Transactions, and legislation implementing such convention, all other international anti-bribery conventions and all applicable anti-corruption or bribery Laws in any jurisdiction in which Seller conducts (or since December 31, 2012 such Group Company has conducted) conducted its business (including the Business) (collectively, “Anti-Bribery Laws”). Since December 31, 2012, Seller No Group Company has not received any written communication from any Governmental Authority Entity that alleges that Sellersuch Group Company, or any current or former Representatives thereof, is or may be in violation of, or has, or may have, any Liability liability under, any Anti-Bribery Laws, and no such potential violation of Anti-Bribery Laws has been discovered by or brought to the attention of Seller since December 31, 2012any Group Company. Seller No Group Company has not made nor does it anticipate or anticipates making any disclosures to any Governmental Authority Entity for potential violations of Anti-Bribery Laws. None To the Knowledge of Seller’s the Companies, none of the Group Companies’ current or former Representatives is currently an officer, agent or employee of a Governmental Authority or a foreign official (as defined in Entity. None of the Foreign Corrupt Practices Act). Neither Seller nor, to Seller’s knowledge, Group Companies nor any of its their current or former Representatives officers, directors or employees, or, to the Knowledge of the Companies, agent or other Representative acting on their behalf has directly or indirectly, indirectly offered, given, reimbursed, paid or promised to pay, or authorized the improper payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority Entity or of any existing or prospective customer (whether or not owned by a Governmental Authority) or any other foreign official (as defined in the Foreign Corrupt Practices ActEntity), (b) any political party or official thereof, (c) any candidate for political or political party office or (d) any other Person affiliated with any such customer, political party or official or political office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, for purposes not allowable under the Anti-Bribery Laws, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or other Person affiliated with any such customer, political party or official or political office.