Common use of Anticorruption Clause in Contracts

Anticorruption. (a) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to Parent, none of Parent, any Subsidiary of Parent or any director, officer or, to the Knowledge of Parent, any Affiliate, agent, distributor, employee, or other Person acting on behalf of Parent is aware of or has, directly or indirectly, taken any action that would cause Parent or any of its Subsidiaries to be in violation of the FCPA, or any other Anticorruption Laws. (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to Parent, none of Parent, any Subsidiary of Parent or any director, officer or, to the Knowledge of Parent, any Affiliate, agent, distributor, employee, or other Person acting on behalf of Parent or its Subsidiaries is aware of or has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of the payment, directly or indirectly, of any gift, money or anything of value to a Government Official or any other Person while knowing or having a reasonable belief that all or some portion of it would be given to a Government Official and used for the purpose of: (A) influencing any act or decision of a Government Official or other Person, including a decision to fail to perform official functions, (B) inducing any Government Official or other Person to do or omit to do any act in violation of the lawful duty of such official, (C) securing any improper advantage, or (D) inducing any Government Official to use influence with any Governmental Authority in order to effect any act or decision of such Governmental Authority, in order to assist Parent, any Subsidiary of Parent or any Affiliate of Parent in obtaining or retaining business with, or directing business to, any Person, in each case, in violation of any applicable Anticorruption Laws. (c) As of the date of this Agreement, to the Knowledge of Parent, (i) there is no investigation of or request for information from Parent or any of its Subsidiaries by any Governmental Authority regarding the Anticorruption Laws, and (ii) there is no other audit, review, inspection, survey, examination, allegation, investigation or inquiry by any Governmental Authority regarding Parent or any of its Subsidiaries’ actual or possible violation of the Anticorruption Laws. (d) No Legal Proceeding by or before any Governmental Authority involving Parent or any of its Subsidiaries or Affiliates, or any of their respective directors, officers, employees, or agents, or anyone acting on behalf of Parent or its Subsidiaries, with respect to any applicable Anticorruption Laws is pending or, to the Knowledge of Parent, threatened. Since January 1, 2014, no civil or criminal penalties have been imposed on Parent or any of its Subsidiaries or Affiliates with respect to violations of any applicable Anticorruption Law, except as have already been disclosed in the Parent SEC Documents, nor have any disclosures been submitted to any Governmental Authority with respect to violations of Anticorruption Laws. (e) Parent and each of its Subsidiaries has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws. (f) Except as would not constitute a Material Adverse Effect with respect to Parent, the operations of Parent and its Subsidiaries are and have been, since January 1, 2014, conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws and no Legal Proceeding by or before any Governmental Authority or any arbitrator involving Parent or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of Parent, threatened. (g) Parent and its Affiliates have complied with all applicable statutory and regulatory requirements relating to export controls and trade sanctions, including, in each case to the extent applicable, the Export Administration Regulations (15 C.F.R. Parts 730 et seq.), the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130), section 999 of the Code, the Trading with the Enemy Act of 1917 (50 U.S.C. §§ 1-44), the International Emergency Economic Powers Act (50 U.S.C. §§1701–1706), the Foreign Narcotics Kingpin Designation Act (21 U.S.C. 1901-1908, 8 U.S.C. 1182), and the regulations, rules, and executive orders administered by OFAC and any similar rules or regulations of the European Union or other jurisdiction, except as would not constitute a Material Adverse Effect with respect to Parent. Except as would not constitute a Material Adverse Effect with respect to Parent, none of Parent, its directors or officers, or to the Knowledge of Parent, none of its Affiliates, shareholders, or employees has, directly or indirectly, engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods, or services to or for the benefit of, provided any payments or material assistance to, or otherwise engaged in or facilitated any transactions with a Prohibited Person. (h) Since January 1, 2014, no civil or criminal penalties have been imposed on Parent or, to the Knowledge of Parent, the Affiliates of Parent with respect to violations of applicable Laws relating to export control or trade sanctions, nor have any voluntary disclosures relating to export control and trade sanctions issues been submitted to any Governmental Authority. To the Knowledge of Parent, Parent and its Affiliates have not been since January 1, 2014 and are not now under any administrative, civil or criminal investigation or indictment involving alleged violations of any applicable Laws relating to export controls or trade sanctions, except as would not constitute a Material Adverse Effect with respect to Parent. No Governmental Authority has notified Parent or, to the Knowledge of the Parent, the Affiliates of Parent, in writing since January 1, 2014 of any actual or alleged violation or breach of any applicable Laws relating to export controls or trade sanctions, except as would not constitute a Material Adverse Effect with respect to Parent. To the Knowledge of Parent, none of Parent or its Affiliates has, since January 1, 2014, undergone or is undergoing any internal or external audit, review, inspection, investigation, survey or examination of records relating to Parent’s or any of its Affiliates’ export activity the results of which would constitute a Material Adverse Effect with respect to Parent.

Anticorruption. (a) Except asThe activities of the parties must and each of the parties assumes the obligation to respect and fully comply with any and all applicable laws regarding anticorruption, individually or in the aggregate, has including but not had and would not reasonably be expected to have a Material Adverse Effect with respect to Parent, none of Parent, any Subsidiary of Parent or any director, officer or, limited to the Knowledge United States Foreign Corrupt Practices Act (15 U.S.C. Section 78dd-1 et seq., as amended). The parties acknowledge and agree that, regarding all the activities they engage in under this Order, the parties, as well as their agents, representatives, employees, administrators, partners, managers, officers, lawyers and any other person that engages in activities under their representation, shall not engage in and shall refrain from any illegal or prohibited conduct or activity by the anti-corruption laws, including but not limited to: (i) making offers, promises of Parent, any Affiliate, agent, distributor, employeedelivery, or other Person acting on behalf of Parent is aware of or has, directly or indirectly, taken any action that would cause Parent or any of its Subsidiaries to be in violation of the FCPA, or any other Anticorruption Laws. (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to Parent, none of Parent, any Subsidiary of Parent or any director, officer or, to the Knowledge of Parent, any Affiliate, agent, distributor, employee, or other Person acting on behalf of Parent or its Subsidiaries is aware of or has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of the payment, directly or indirectly, deliveries of any gift, money or anything object of value to a Government Official any public official (as defined by the corresponding applicable anti-corruption law) or any other Person while knowing or having a reasonable belief that all or some portion of it would be given to a Government Official and used for political party with the purpose of: (A) of obtaining or maintaining a deal, obtaining an improper advantage, or influencing any act or decision of a Government Official public official, that causes or other Person, including a decision to fail to perform official functions, (B) inducing any Government Official or other Person to do or omit to do any act in violation could cause violations of the lawful duty provisions of such officialthe anti-corruption laws; and/or (ii) executing any bribe, (C) securing incorrect payment, corruption payment or any illicit payment, to any public official or political party with the purpose of obtaining or maintaining a deal, obtaining an improper advantage, or (D) inducing any Government Official to use influence with any Governmental Authority in order to effect influencing any act or decision of such Governmental Authoritya public official, in order to assist Parent, any Subsidiary of Parent that causes or any Affiliate of Parent in obtaining or retaining business with, or directing business to, any Person, in each case, in violation of any applicable Anticorruption Laws. (c) As could cause violations of the date provisions of the anti-corruption laws. The parties agree that the Buyer shall have the right to carry out all the actions necessary to verify the compliance of Seller with the provisions of this Agreement, to the Knowledge of Parent, (i) there is no investigation of or request for information from Parent or any of its Subsidiaries by any Governmental Authority regarding the Anticorruption Laws, and (ii) there is no other audit, review, inspection, survey, examination, allegation, investigation or inquiry by any Governmental Authority regarding Parent or any of its Subsidiaries’ actual or possible violation of the Anticorruption Laws. (d) No Legal Proceeding by or before any Governmental Authority involving Parent or any of its Subsidiaries or Affiliates, or any of their respective directors, officers, employees, or agents, or anyone acting on behalf of Parent or its Subsidiaries, with respect to any applicable Anticorruption Laws is pending or, to the Knowledge of Parent, threatened. Since January 1, 2014, no civil or criminal penalties have been imposed on Parent or any of its Subsidiaries or Affiliates with respect to violations of any applicable Anticorruption Law, except as have already been disclosed in the Parent SEC Documents, nor have any disclosures been submitted to any Governmental Authority with respect to violations of Anticorruption Laws. (e) Parent and each of its Subsidiaries has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws. (f) Except as would not constitute a Material Adverse Effect with respect to Parent, the operations of Parent and its Subsidiaries are and have been, since January 1, 2014, conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws and no Legal Proceeding by or before any Governmental Authority or any arbitrator involving Parent or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of Parent, threatened. (g) Parent and its Affiliates have complied with all applicable statutory and regulatory requirements relating to export controls and trade sanctions, including, in each case to the extent applicable, the Export Administration Regulations (15 C.F.R. Parts 730 et seq.), the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130), section 999 of the Code, the Trading with the Enemy Act of 1917 (50 U.S.C. §§ 1-44), the International Emergency Economic Powers Act (50 U.S.C. §§1701–1706), the Foreign Narcotics Kingpin Designation Act (21 U.S.C. 1901-1908, 8 U.S.C. 1182), and the regulationscorresponding applicable anti-corruption laws. SELLER AGREES TO HOLD HARMLESS AND FULLY INDEMNIFY BUYER FROM ANY AND ALL LIABILITIES (INCLUDING REASONABLE ATTORNEY’S FEES) THAT MAY BE INSTITUTED OR FILED AGAINST BUYER BY ANY GOVERNMENTAL AUTHORITY, rulesAGENT, and executive orders administered by OFAC and any similar rules or regulations of the European Union or other jurisdictionREPRESENTATIVE, except as would not constitute a Material Adverse Effect with respect to Parent. Except as would not constitute a Material Adverse Effect with respect to ParentEMPLOYEE, none of ParentADMINISTRATOR, its directors or officersPARTNER, or to the Knowledge of ParentMANAGER, none of its AffiliatesOFFICER, shareholders, or employees has, directly or indirectly, engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods, or services to or for the benefit of, provided any payments or material assistance to, or otherwise engaged in or facilitated any transactions with a Prohibited PersonLAWYER OR ANY OTHER PERSON THAT ENGAGES IN ACTIVITIES UNDER THE REPRESENTATION OF THE PARTIES OR ANY OTHER THIRD PARTY BASED ON AN ALLEGATION OF ANY BREACH BY SELLER TO ITS OBLIGATIONS CONTAINED IN THIS CLAUSE OR ANY OF THE APPLICABLE ANTI-CORRUPTION LAWS. (h) Since January 1, 2014, no civil or criminal penalties have been imposed on Parent or, to the Knowledge of Parent, the Affiliates of Parent with respect to violations of applicable Laws relating to export control or trade sanctions, nor have any voluntary disclosures relating to export control and trade sanctions issues been submitted to any Governmental Authority. To the Knowledge of Parent, Parent and its Affiliates have not been since January 1, 2014 and are not now under any administrative, civil or criminal investigation or indictment involving alleged violations of any applicable Laws relating to export controls or trade sanctions, except as would not constitute a Material Adverse Effect with respect to Parent. No Governmental Authority has notified Parent or, to the Knowledge of the Parent, the Affiliates of Parent, in writing since January 1, 2014 of any actual or alleged violation or breach of any applicable Laws relating to export controls or trade sanctions, except as would not constitute a Material Adverse Effect with respect to Parent. To the Knowledge of Parent, none of Parent or its Affiliates has, since January 1, 2014, undergone or is undergoing any internal or external audit, review, inspection, investigation, survey or examination of records relating to Parent’s or any of its Affiliates’ export activity the results of which would constitute a Material Adverse Effect with respect to Parent.

Anticorruption. (a) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to Parent, none Neither Seller nor any of Parentits Subsidiaries, any Subsidiary of Parent or any employee, officer, director, officer or, to the Knowledge extent that it would constitute a breach of Parentapplicable Law by Seller or any of its Subsidiaries, any Affiliate, agent, distributor, employee, agent or representative or other Person acting for or on behalf of Parent is aware Seller or any of or its Subsidiaries, has, directly or indirectly, taken any action that would cause Parent in connection with the conduct or any of its Subsidiaries to be in violation operation of the FCPABusiness, (A) made or offered any unlawful payment, or offered or promised to make any unlawful payment, or provided or offered or promised to provide anything of value (whether in the form of property or services or in any other Anticorruption Laws. form), to any foreign or domestic government official or employee, any foreign political party or official or candidate for foreign political office, any official or employee of a Public International Organization (b) Except as, individually or as defined in the aggregateFCPA) (each, has not had and would not reasonably be expected an “Official Party”), or to have a Material Adverse Effect with respect to Parent, none of Parent, any Subsidiary of Parent or any director, officer or, to the Knowledge of Parent, any Affiliatefinder, agent, distributor, employee, or other Person party acting on behalf of Parent or its Subsidiaries is aware of or has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of under the payment, directly or indirectly, auspices of any giftGovernmental Body, money Public International Organization or anything of value to a Government Official official or any other Person while knowing or having a reasonable belief that all or some portion of it would be given to a Government Official and used employee thereof, for the purpose of: of (A1) influencing any act or decision of a Government any Official Party in his or other Person, including a decision to fail to perform her official functionscapacity, (B2) inducing any Government Official or other Person Party to do or omit to do any act in violation of the his or her lawful duty of such officialduties, (C3) securing any improper advantage, advantage or (D4) inducing any Government Official Party to use influence with any Governmental Authority in order to effect or affect any act or decision of such any Governmental AuthorityBody or Public International Organization, in order (B) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to assist Parent, political or charitable activities or (C) taken any Subsidiary of Parent other action or made any Affiliate of Parent in obtaining or retaining business with, or directing business to, any Personomission, in each case, case in violation of any Law applicable Anticorruption Laws. (c) As of the date of this Agreement, to the Knowledge of Parent, (i) there is no investigation of or request for information from Parent Seller or any of its Subsidiaries by governing corrupt practices, money laundering, anti-bribery or anticorruption or that otherwise prohibits payments to any Governmental Authority regarding government or public officials or other Official Party, including the FCPA (all such Laws, “Anticorruption Laws”). None of Seller or any of its Subsidiaries has, and (ii) there is no other auditin connection with the Business, review, inspection, survey, examination, allegation, received any written notice alleging any such violation or conducted any internal investigation with respect to any actual or inquiry by alleged violation of any Governmental Authority regarding Parent Anticorruption Law. None of Seller or any of its Subsidiaries’ actual or possible violation of the Anticorruption Laws. (d) No Legal Proceeding by or before any Governmental Authority involving Parent or , nor any of its Subsidiaries or Affiliates, or any of their respective directors, officersofficers or stockholders, employeesis currently a government officer, agent or agentsemployee of a Governmental Body, or anyone acting on behalf of Parent or its Subsidiaries, except for positions with respect to any applicable Anticorruption Laws is pending or, local Governmental Bodies unrelated to the Knowledge of Parent, threatened. Since January 1, 2014, no civil or criminal penalties have been imposed on Parent or any of its Subsidiaries or Affiliates with respect to violations of any applicable Anticorruption Law, except as have already been disclosed in the Parent SEC Documents, nor have any disclosures been submitted to any Governmental Authority with respect to violations of Anticorruption LawsBusiness. (e) Parent and each of its Subsidiaries has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws. (f) Except as would not constitute a Material Adverse Effect with respect to Parent, the operations of Parent and its Subsidiaries are and have been, since January 1, 2014, conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws and no Legal Proceeding by or before any Governmental Authority or any arbitrator involving Parent or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of Parent, threatened. (g) Parent and its Affiliates have complied with all applicable statutory and regulatory requirements relating to export controls and trade sanctions, including, in each case to the extent applicable, the Export Administration Regulations (15 C.F.R. Parts 730 et seq.), the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130), section 999 of the Code, the Trading with the Enemy Act of 1917 (50 U.S.C. §§ 1-44), the International Emergency Economic Powers Act (50 U.S.C. §§1701–1706), the Foreign Narcotics Kingpin Designation Act (21 U.S.C. 1901-1908, 8 U.S.C. 1182), and the regulations, rules, and executive orders administered by OFAC and any similar rules or regulations of the European Union or other jurisdiction, except as would not constitute a Material Adverse Effect with respect to Parent. Except as would not constitute a Material Adverse Effect with respect to Parent, none of Parent, its directors or officers, or to the Knowledge of Parent, none of its Affiliates, shareholders, or employees has, directly or indirectly, engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods, or services to or for the benefit of, provided any payments or material assistance to, or otherwise engaged in or facilitated any transactions with a Prohibited Person. (h) Since January 1, 2014, no civil or criminal penalties have been imposed on Parent or, to the Knowledge of Parent, the Affiliates of Parent with respect to violations of applicable Laws relating to export control or trade sanctions, nor have any voluntary disclosures relating to export control and trade sanctions issues been submitted to any Governmental Authority. To the Knowledge of Parent, Parent and its Affiliates have not been since January 1, 2014 and are not now under any administrative, civil or criminal investigation or indictment involving alleged violations of any applicable Laws relating to export controls or trade sanctions, except as would not constitute a Material Adverse Effect with respect to Parent. No Governmental Authority has notified Parent or, to the Knowledge of the Parent, the Affiliates of Parent, in writing since January 1, 2014 of any actual or alleged violation or breach of any applicable Laws relating to export controls or trade sanctions, except as would not constitute a Material Adverse Effect with respect to Parent. To the Knowledge of Parent, none of Parent or its Affiliates has, since January 1, 2014, undergone or is undergoing any internal or external audit, review, inspection, investigation, survey or examination of records relating to Parent’s or any of its Affiliates’ export activity the results of which would constitute a Material Adverse Effect with respect to Parent.

Anticorruption. The activities of the parties must and each of the parties assumes the obligation to respect and fully comply with any and all applicable laws regarding anticorruption, including but not limited to the United States Foreign Corrupt Practices Act (15 U.S.C. Section 78dd-1 et seq., as amended). The parties acknowledge and agree that, regarding all the activities they engage in under this Order, the parties, as well as their agents, representatives, employees, administrators, partners, managers, officers, lawyers and any other person that engages in activities under their representation, shall not engage in and shall refrain from any illegal or prohibited conduct or activity by the anti-corruption laws, including but not limited to: (a) Except asmaking offers, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to Parent, none promises of Parent, any Subsidiary of Parent or any director, officer or, to the Knowledge of Parent, any Affiliate, agent, distributor, employeedelivery, or other Person acting on behalf of Parent is aware of or has, directly or indirectly, taken any action that would cause Parent or any of its Subsidiaries to be in violation of the FCPA, or any other Anticorruption Laws. (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to Parent, none of Parent, any Subsidiary of Parent or any director, officer or, to the Knowledge of Parent, any Affiliate, agent, distributor, employee, or other Person acting on behalf of Parent or its Subsidiaries is aware of or has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of the payment, directly or indirectly, deliveries of any gift, money or anything object of value to a Government Official any public official (as defined by the corresponding applicable anti-corruption law) or any other Person while knowing or having a reasonable belief that all or some portion of it would be given to a Government Official and used for political party with the purpose of: (A) of obtaining or maintaining a deal, obtaining an improper advantage, or influencing any act or decision of a Government Official public official, that causes or other Person, including a decision to fail to perform official functions, (B) inducing any Government Official or other Person to do or omit to do any act in violation could cause violations of the lawful duty provisions of such officialthe anti-corruption laws; and/or (b) executing any bribe, (C) securing incorrect payment, corruption payment or any illicit payment, to any public official or political party with the purpose of obtaining or maintaining a deal, obtaining an improper advantage, or (D) inducing any Government Official to use influence with any Governmental Authority in order to effect influencing any act or decision of such Governmental Authoritya public official, in order to assist Parent, any Subsidiary of Parent that causes or any Affiliate of Parent in obtaining or retaining business with, or directing business to, any Person, in each case, in violation of any applicable Anticorruption Laws. (c) As could cause violations of the date provisions of the anti-corruption laws. The parties agree that the Buyer shall have the right to carry out all the actions necessary to verify the compliance of Seller with the provisions of this Agreement, to the Knowledge of Parent, (i) there is no investigation of or request for information from Parent or any of its Subsidiaries by any Governmental Authority regarding the Anticorruption Laws, and (ii) there is no other audit, review, inspection, survey, examination, allegation, investigation or inquiry by any Governmental Authority regarding Parent or any of its Subsidiaries’ actual or possible violation of the Anticorruption Laws. (d) No Legal Proceeding by or before any Governmental Authority involving Parent or any of its Subsidiaries or Affiliates, or any of their respective directors, officers, employees, or agents, or anyone acting on behalf of Parent or its Subsidiaries, with respect to any applicable Anticorruption Laws is pending or, to the Knowledge of Parent, threatened. Since January 1, 2014, no civil or criminal penalties have been imposed on Parent or any of its Subsidiaries or Affiliates with respect to violations of any applicable Anticorruption Law, except as have already been disclosed in the Parent SEC Documents, nor have any disclosures been submitted to any Governmental Authority with respect to violations of Anticorruption Laws. (e) Parent and each of its Subsidiaries has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws. (f) Except as would not constitute a Material Adverse Effect with respect to Parent, the operations of Parent and its Subsidiaries are and have been, since January 1, 2014, conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws and no Legal Proceeding by or before any Governmental Authority or any arbitrator involving Parent or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of Parent, threatened. (g) Parent and its Affiliates have complied with all applicable statutory and regulatory requirements relating to export controls and trade sanctions, including, in each case to the extent applicable, the Export Administration Regulations (15 C.F.R. Parts 730 et seq.), the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130), section 999 of the Code, the Trading with the Enemy Act of 1917 (50 U.S.C. §§ 1-44), the International Emergency Economic Powers Act (50 U.S.C. §§1701–1706), the Foreign Narcotics Kingpin Designation Act (21 U.S.C. 1901-1908, 8 U.S.C. 1182), and the regulationscorresponding applicable anti-corruption laws. SELLER AGREES TO HOLD HARMLESS AND FULLY INDEMNIFY BUYER FROM ANY AND ALL LIABILITIES (INCLUDING REASONABLE ATTORNEY’S FEES) THAT MAY BE INSTITUTED OR FILED AGAINST BUYER BY ANY GOVERNMENTAL AUTHORITY, rulesAGENT, and executive orders administered by OFAC and any similar rules or regulations of the European Union or other jurisdictionREPRESENTATIVE, except as would not constitute a Material Adverse Effect with respect to Parent. Except as would not constitute a Material Adverse Effect with respect to ParentEMPLOYEE, none of ParentADMINISTRATOR, its directors or officersPARTNER, or to the Knowledge of ParentMANAGER, none of its AffiliatesOFFICER, shareholders, or employees has, directly or indirectly, engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods, or services to or for the benefit of, provided any payments or material assistance to, or otherwise engaged in or facilitated any transactions with a Prohibited PersonLAWYER OR ANY OTHER PERSON THAT ENGAGES IN ACTIVITIES UNDER THE REPRESENTATION OF THE PARTIES OR ANY OTHER THIRD PARTY BASED ON AN ALLEGATION OF ANY BREACH BY SELLER TO ITS OBLIGATIONS CONTAINED IN THIS CLAUSE OR ANY OF THE APPLICABLE ANTI-CORRUPTION LAWS. (h) Since January 1, 2014, no civil or criminal penalties have been imposed on Parent or, to the Knowledge of Parent, the Affiliates of Parent with respect to violations of applicable Laws relating to export control or trade sanctions, nor have any voluntary disclosures relating to export control and trade sanctions issues been submitted to any Governmental Authority. To the Knowledge of Parent, Parent and its Affiliates have not been since January 1, 2014 and are not now under any administrative, civil or criminal investigation or indictment involving alleged violations of any applicable Laws relating to export controls or trade sanctions, except as would not constitute a Material Adverse Effect with respect to Parent. No Governmental Authority has notified Parent or, to the Knowledge of the Parent, the Affiliates of Parent, in writing since January 1, 2014 of any actual or alleged violation or breach of any applicable Laws relating to export controls or trade sanctions, except as would not constitute a Material Adverse Effect with respect to Parent. To the Knowledge of Parent, none of Parent or its Affiliates has, since January 1, 2014, undergone or is undergoing any internal or external audit, review, inspection, investigation, survey or examination of records relating to Parent’s or any of its Affiliates’ export activity the results of which would constitute a Material Adverse Effect with respect to Parent.

Anticorruption. (a) Except asNeither the Company nor any of its Subsidiaries nor any of their respective officers, individually or in the aggregatedirectors, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to Parentagents, none of Parentdistributors, any Subsidiary of Parent or any director, officer or, to the Knowledge of Parent, any Affiliate, agent, distributor, employeeemployees, or other Person Persons acting for their benefit or on their behalf of Parent is aware of or has, directly or indirectly, taken taken, authorized, allowed or ratified any action that would cause Parent or has caused any of its Subsidiaries Company Subsidiary to be in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company or any Subsidiary (collectively with the FCPA, the “Anticorruption Laws”). (b) Except asNeither the Company its Subsidiaries nor any of their respective officers, individually or in the aggregatedirectors, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to Parentagents, none of Parentdistributors, any Subsidiary of Parent or any director, officer or, to the Knowledge of Parent, any Affiliate, agent, distributor, employeeemployees, or other Person Persons acting for their benefit or on their behalf of Parent has, directly or its Subsidiaries is aware of or has indirectly, taken any act in furtherance of an offer, payment, or transfer (or a promise to pay, authorization, or ratification of the payment, directly or indirectly, of any gift, transfer) money or anything else of value to a Government Official (as defined below), or to obtain or retain business for any Person in violation of applicable Law, or any other Person while when knowing or having a reasonable belief reason to believe that all or some any portion of it would such money or thing of value will or may be offered, given or promised to a any Government Official and used Official, for the purpose of: (A) influencing of obtaining, retaining or directing any act business or decision of a Government Official or other Person, including a decision to fail to perform official functions, (B) inducing any Government Official or other Person to do or omit to do any act in violation of the lawful duty of such official, (C) securing any improper other business or regulatory advantage, or (D) inducing any Government Official to use influence with any Governmental Authority in order to effect any act or decision of such Governmental Authority, in order to assist Parent, any Subsidiary of Parent or any Affiliate of Parent in obtaining or retaining business with, or directing business to, any Person, in each case, in violation of any applicable Anticorruption Laws. (c) As of the date of this Agreement, to the Knowledge of Parent, (i) there is no allegation, charge, proceeding or investigation of or request for information from Parent the Company or any of its Subsidiaries Subsidiary by any Governmental Authority regarding the Anticorruption Laws, and (ii) there is no other audit, review, inspection, survey, examination, allegation, investigation or inquiry by any Governmental Authority regarding Parent the Company or any of its Subsidiaries’ Subsidiary’s actual or possible violation of the Anticorruption Laws, and (iii) none of the officers, directors, employees or agents of the Company or any of its Subsidiaries is a Government Official. (d) No Legal Proceeding by or before any Governmental Authority involving Parent or any of Neither the Company, its Subsidiaries or AffiliatesSubsidiaries, or nor any of their respective directors, officers, agents, employees, former employees or agents, any other Person associated with or anyone acting for or on behalf of Parent the Company or its SubsidiariesSubsidiaries has (i) circumvented any internal accounting controls of any such entity, (ii) falsified any books, records, or accounts, (iii) established or maintained any fund or asset that has not been recorded in the books and records of any such entity, or (iv) attempted to coerce or fraudulently influence, an accountant in connection with respect to any applicable Anticorruption Laws is pending oraudit, to review, or examination of the Knowledge financial statements of Parent, threatened. Since January 1, 2014, no civil or criminal penalties have been imposed on Parent the Company or any of its Subsidiaries or Affiliates with respect to violations of any applicable Anticorruption Law, except as have already been disclosed in the Parent SEC Documents, nor have any disclosures been submitted to any Governmental Authority with respect to violations of Anticorruption LawsSubsidiaries. (e) Parent and each For purposes of its Subsidiaries has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws. this Agreement, “Government Official” means any (fi) Except as would not constitute officer or employee of a Material Adverse Effect with respect to Parent, the operations of Parent and its Subsidiaries are and have been, since January 1, 2014, conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws and no Legal Proceeding by or before any Governmental Authority or instrumentality thereof (including any arbitrator involving Parent state-owned or controlled enterprise) or of a public international organization, (ii) holder of political office, political party official , candidate for any political office, member of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of Parent, threatened. a royal family or (giii) Parent and its Affiliates have complied with all applicable statutory and regulatory requirements relating to export controls and trade sanctions, including, in each case to the extent applicable, the Export Administration Regulations (15 C.F.R. Parts 730 et seq.), the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130), section 999 of the Code, the Trading with the Enemy Act of 1917 (50 U.S.C. §§ 1-44), the International Emergency Economic Powers Act (50 U.S.C. §§1701–1706), the Foreign Narcotics Kingpin Designation Act (21 U.S.C. 1901-1908, 8 U.S.C. 1182), and the regulations, rules, and executive orders administered by OFAC and any similar rules Person acting for or regulations of the European Union or other jurisdiction, except as would not constitute a Material Adverse Effect with respect to Parent. Except as would not constitute a Material Adverse Effect with respect to Parent, none of Parent, its directors or officers, or to the Knowledge of Parent, none of its Affiliates, shareholders, or employees has, directly or indirectly, engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods, or services to or for the benefit of, provided any payments or material assistance to, or otherwise engaged in or facilitated any transactions with a Prohibited Person. (h) Since January 1, 2014, no civil or criminal penalties have been imposed on Parent or, to the Knowledge of Parent, the Affiliates of Parent with respect to violations of applicable Laws relating to export control or trade sanctions, nor have any voluntary disclosures relating to export control and trade sanctions issues been submitted to any Governmental Authority. To the Knowledge of Parent, Parent and its Affiliates have not been since January 1, 2014 and are not now under any administrative, civil or criminal investigation or indictment involving alleged violations behalf of any applicable Laws relating to export controls or trade sanctions, except as would not constitute a Material Adverse Effect with respect to Parent. No such Governmental Authority has notified Parent or, to the Knowledge of the Parent, the Affiliates of Parent, in writing since January 1, 2014 of any actual or alleged violation or breach of any applicable Laws relating to export controls or trade sanctions, except as would not constitute a Material Adverse Effect with respect to Parent. To the Knowledge of Parent, none of Parent or its Affiliates has, since January 1, 2014, undergone or is undergoing any internal or external audit, review, inspection, investigation, survey or examination of records relating to Parent’s or any of its Affiliates’ export activity the results of which would constitute a Material Adverse Effect with respect to Parentinstrumentality thereof.