Common use of Foreign Corrupt Practices and International Trade Sanctions Clause in Contracts

Foreign Corrupt Practices and International Trade Sanctions. (a) Neither the Company nor any of its Subsidiaries, nor any director, officer, employee or controlled Affiliate thereof, nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Subsidiaries or controlled Affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value to (i) any “government official” (including any officer or employee 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, or any political party or party official or candidate for political office) in order to influence official action, (ii) any person (whether or not a government official) to influence that person to act in breach of a duty of good faith, impartiality or trust (“acting improperly”), to reward the person for acting improperly, or in circumstances where the recipient would be acting improperly by receiving the thing of value; or (iii) any person while knowing or having reason to know that all or any portion of the money or other thing of value will be offered, promised or given to a government official in order to influence or reward official action or to any person to influence such person to act improperly or reward the person for doing so. The Company and its Subsidiaries and controlled Affiliates have conducted their businesses in compliance with all applicable anti-corruption laws, including, without limitation, the Foreign Corrupt Practices Act, 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. (b) Neither the Company nor any of its Subsidiaries, nor any of their directors, officers, employees or controlled Affiliates, is a Person that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, the United Nations Security Council, the European Union, or other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (c) Except as set forth on Section 4.22(c) of the Company Disclosure Schedule, for the past five years, neither the Company nor any of its Subsidiaries or controlled Affiliates has engaged in, or is now engaged in, directly or indirectly, any dealings or transactions with any Person, or in any country or territory, that, at the time of the dealing or transaction, is or was the subject of Sanctions. (d) The Company and its Subsidiaries and controlled Affiliates are and, except as disclosed on Section 4.22(d) of the Company Disclosure Schedule, for the past five years have been in compliance with, and, to the Company’s knowledge, have not been penalized for or under investigation with respect to and have not been threatened to be charged with or given notice of any violation of, any applicable Sanctions or export controls laws.

Foreign Corrupt Practices and International Trade Sanctions. (a) Neither the Company nor any of its SubsidiariesSubsidiaries or Affiliates, nor any director, officer, or employee or controlled Affiliate thereof, nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Subsidiaries or controlled Affiliates, has taken or will take any unlawful action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value to (i) any “government official” (including any officer or employee 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, or any political party or party official or candidate for political office) in order to influence official action, (ii) any person (whether or not a government official) to influence that person to act in breach of a duty of good faith, impartiality or trust (“acting improperly”), to reward the person for acting improperly, or in circumstances where the recipient would be acting improperly by receiving the thing of value; or (iii) any person while knowing or having reason to know that all or any portion of the money or other thing of value will be offered, promised or given to a government official in order to influence or reward official action or to any person to influence such person to act improperly or reward the person for doing so. The Company and its Subsidiaries and controlled Affiliates have conducted their businesses in compliance in all material respects with all applicable anti-corruption laws, including, without limitation, the Foreign Corrupt Practices Act, 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 hereinlaws. (b) Neither the Company nor any of its SubsidiariesSubsidiaries or Affiliates, nor nor, to the knowledge of the Company, any of their directors, officers, employees officers or controlled Affiliatesemployees, is a Person that is, or is owned 50% or more or controlled by by, a Person that is: (A) the subject of any sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, the United Nations Security Council, the European Union, or other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (c) Except as set forth on Section 4.22(c5.22(c) of the Company Disclosure Schedule, for the past five years, neither the Company nor any of its Subsidiaries or controlled Affiliates has engaged in, or is now engaged in, directly or indirectly, any unlawful dealings or transactions with any Person, or in any country or territory, that, at the time of the dealing or transaction, is or was the subject of Sanctions. (d) The Company and its Subsidiaries and controlled Affiliates are and, except as disclosed on Section 4.22(d5.22(d) of the Company Disclosure Schedule, for the past five years have been in compliance in all material respects with, and, to the Company’s knowledge, have not been penalized for or under investigation with respect to and have not been threatened to be charged with or given notice of any violation of, any applicable Sanctions or export controls laws.

Foreign Corrupt Practices and International Trade Sanctions. (a) Neither the Company nor any of its SubsidiariesSubsidiaries or Affiliates, nor any director, officer, or employee or controlled Affiliate thereof, nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Subsidiaries or controlled Affiliates, has taken or will take any unlawful action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value to (i) any “government official” (including any officer or employee 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, or any political party or party official or candidate for political office) in order to influence official action, (ii) any person (whether or not a government official) to influence that person to act in breach of a duty of good faith, impartiality or trust (“acting improperly”), to reward the person for acting improperly, or in circumstances where the recipient would be acting improperly by receiving the thing of value; or (iii) any person while knowing or having reason to know that all or any portion of the money or other thing of value will be offered, promised or given to a government official in order to influence or reward official action or to any person to influence such person to act improperly or reward the person for doing so. The Company and its Subsidiaries and controlled Affiliates have conducted their businesses in compliance in all material respects with all applicable anti-corruption laws, including, without limitation, the Foreign Corrupt Practices Act, 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 hereinlaws. (b) Neither the Company nor any of its SubsidiariesSubsidiaries or Affiliates, nor nor, to the knowledge of the Company, any of their directors, officers, employees officers or controlled Affiliatesemployees, is a Person that is, or is owned 50% or more or controlled by by, a Person that is: (A) the subject of any sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, the United Nations Security Council, the European Union, or other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (c) Except as set forth on Section 4.22(c5.22(c) of the Company Disclosure Schedule, for the past five years, neither the Company nor any of its Subsidiaries or controlled Affiliates has engaged in, or is now engaged in, directly or indirectly, any unlawful dealings or transactions with any Person, or in any country or territory, that, at the time of the dealing or transaction, is or was the subject of Sanctions. (d) The Company and its Subsidiaries and controlled Affiliates are and, except as disclosed on Section 4.22(d5.22(d) of the Company Disclosure Schedule, Schedule for the past five years have been in compliance in all material respects with, and, to the Company’s knowledge, have not been penalized for or under investigation with respect to and have not been threatened to be charged with or given notice of any violation of, any applicable Sanctions or export controls laws.

Foreign Corrupt Practices and International Trade Sanctions. (a) Neither None of Ecolab and the Company nor any of its Ecolab Subsidiaries, nor any directorof their respective, officerdirectors, employee officers, employees, agents or controlled Affiliate thereof, nor, to the Company’s knowledge, other representatives (nor any agent or representative of the Company or of any of its Subsidiaries or controlled Affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value to (i) any “government official” (including any officer or employee of a government or 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) has directly, or indirectly through a third-party intermediary, paid, offered, given, promised to pay or authorized the payment of any political party money or party official anything of value (including any gift, sample, travel, meal and lodging expense, entertainment, service, equipment, debt forgiveness, donation, grant or candidate for political officeother thing of value, however characterized) in order to influence official action(i) any officer or employee of a Governmental Authority, (ii) any person (whether Person acting for or not a government official) to influence that person to act in breach on behalf of a duty of good faithany Governmental Authority, impartiality or trust (“acting improperly”), to reward the person for acting improperly, or in circumstances where the recipient would be acting improperly by receiving the thing of value; or (iii) any person while knowing political party or having reason to know that all official thereof, (iv) any candidate for political office or (v) any portion other Person at the suggestion, request, direction or for the benefit of any of the money above-described Persons, in each case, where the purpose of such offer, gift, payment or other thing of value will promise or authorization to make such payment was, is or would be offered, promised or given to a government official in order to influence or reward official action or to prohibited under any person to influence such person to act improperly or reward the person for doing so. The Company and its Subsidiaries and controlled Affiliates have conducted their businesses in compliance with all applicable anti-bribery or anti-corruption laws, including, without limitationLaw of any relevant jurisdiction covering a similar subject matter as in effect on or prior to the Effective Time and applicable to Ecolab, the Foreign Corrupt Practices Act, Ecolab Subsidiaries 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 hereintheir respective operations. (b) Neither None of Ecolab and the Company nor any of its Ecolab Subsidiaries, nor any of their respective Affiliates, directors, officers, employees employees, agents or controlled Affiliates, is a Person that isother representatives has taken any action which would cause them to be in violation in any material respect of the FCPA, or any other applicable Law of similar effect, including Laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. (c) Neither the Ecolab nor any Ecolab Subsidiaries nor, to the knowledge of Ecolab, any representatives of Affiliates of Ecolab or any Ecolab Subsidiary has since January 1, 2008 violated or is owned or controlled by a Person that is: (A) the subject in violation in any material respect of any U.S. sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) or of the U.S. Department of State, the United Nations Security Council, the European Union, or other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (c) Except as set forth on Section 4.22(c) of the Company Disclosure Schedule, for the past five years, neither the Company nor any of its Subsidiaries or controlled Affiliates has engaged in, or is now engaged in, directly or indirectly, any dealings or transactions with any Person, or in any country or territory, that, at the time of the dealing or transaction, is or was the subject of SanctionsTreasury Department. (d) The Company Since January 1, 2008, all imports, exports, re-exports, sales or transfers of products, services or Intellectual Property or related technical information of Ecolab and its the Ecolab Subsidiaries and controlled Affiliates are and, except as disclosed on Section 4.22(d) of the Company Disclosure Schedule, for the past five years have been effected in compliance withall material respects in accordance with all applicable anti-corruption, andexport control, trade sanctions, anti-terrorism and anti-boycott Laws. All products shipped by Ecolab and the Ecolab Subsidiaries have been accurately marked, labeled and transported in all material respects in accordance with such Laws. (e) Since January 1, 2008, (i) none of Ecolab or the Ecolab Subsidiaries has conducted or initiated any internal investigation or made a voluntary disclosure to the Company’s knowledge, have not been penalized for or under investigation any Governmental Authority with respect to any alleged act or omission arising under arising under or relating to the Laws and have not been sanctions referenced in clauses (b) and (c) above and (ii) no Governmental Authority has initiated or, to Ecolab's knowledge as of the date of this Agreement, threatened to be charged with initiate, a material Proceeding against Ecolab or given notice the Ecolab Subsidiaries, or, to Ecolab's knowledge as of any violation ofthe date of this Agreement, any of their respective Affiliates, directors, officers, employees, agents or other representatives asserting that Ecolab or the Ecolab Subsidiaries, or any of their respective Affiliates, is not in compliance with any export or import Laws or the FCPA or any other applicable Sanctions or export controls lawsLaw of similar effect.

Foreign Corrupt Practices and International Trade Sanctions. (a) Neither the Company nor any of its SubsidiariesAffiliates, nor any director, officer, or employee or controlled Affiliate thereof, nor, to the Knowledge of the Company’s knowledge, any agent or representative of the Company or of any of its Subsidiaries or controlled Affiliates, has taken or will take any unlawful action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value to (i) any “government official” (including any officer or employee of a government or 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, ; (ii) any person Person (whether or not a government official) to influence that person Person to act in breach of a duty of good faith, impartiality or trust (“acting improperly”), to reward the person Person for acting improperly, or in circumstances where the recipient would be acting improperly by receiving the thing of value; or (iii) any person Person while knowing or having reason to know that all or any portion of the money or other thing of value will be offered, promised or given to a government official in order to influence or reward official action or to any person Person to influence such person Person to act improperly or reward the person Person for doing so. The Company and its Subsidiaries and controlled Affiliates have conducted their businesses in compliance in all material respects with all applicable anti-corruption laws, including, without limitation, the Foreign Corrupt Practices Act, 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 hereinlaws. (b) Neither the Company nor any of its SubsidiariesAffiliates, nor nor, to the Knowledge of the Company, any of their directors, officers, employees officers or controlled Affiliatesemployees, is a Person that is, or is owned 50% or more or controlled by by, a Person that is: (A) the subject of any sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, the United Nations Security Council, the European Union, or other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, including Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (c) Except as set forth on Section 4.22(c) of the Company Disclosure Schedule, for the past five years, neither Neither the Company nor any of its Subsidiaries or controlled Affiliates has engaged in, or is now engaged in, directly or indirectly, any unlawful dealings or transactions with any Person, or in any country or territory, that, at the time of the dealing or transaction, is or was the subject of Sanctions. (d) The Company and its Subsidiaries and controlled Affiliates are and, except as disclosed on Section 4.22(d) of the Company Disclosure Schedule, for the past five years and have at all times been in compliance in all respects with, and, to the Company’s knowledge, and have not been penalized for or under investigation with respect to and have not been threatened to be charged with or given notice of any violation of, any applicable Sanctions or export controls laws.

Foreign Corrupt Practices and International Trade Sanctions. (a) Neither the Company nor any of its SubsidiariesSubsidiaries or Affiliates, nor any director, officer, or employee or controlled Affiliate thereof, nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Subsidiaries or controlled Affiliates, has taken or will take any unlawful action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value to (i) any “government official” (including any officer or employee 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, or any political party or party official or candidate for political office) in order to influence official action, (ii) any person (whether or not a government official) to influence that person to act in breach of a duty of good faith, impartiality or trust (“acting improperly”), to reward the person for acting improperly, or in circumstances where the recipient would be acting improperly by receiving the thing of value; or (iii) any person while knowing or having reason to know that all or any portion of the money or other thing of value will be offered, promised or given to a government official in order to influence or reward official action or to any person to influence such person to act improperly or reward the person for doing so. The Company and its Subsidiaries and controlled Affiliates have conducted their businesses in compliance in all material respects with all applicable anti-corruption laws, including, without limitation, the Foreign Corrupt Practices Act, 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 hereinlaws. (b) Neither the Company nor any of its SubsidiariesSubsidiaries or Affiliates, nor nor, to the knowledge of the Company, any of their directors, officers, employees officers or controlled Affiliatesemployees, is a Person that is, or is owned 50% or more or controlled by by, a Person that is: (A) the subject of any sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, the United Nations Security Council, the European Union, or other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (c) Except as set forth on Section 4.22(c‎Section 5.22(c) of the Company Disclosure Schedule, for the past five years, neither the Company nor any of its Subsidiaries or controlled Affiliates has engaged in, or is now engaged in, directly or indirectly, any unlawful dealings or transactions with any Person, or in any country or territory, that, at the time of the dealing or transaction, is or was the subject of Sanctions. (d) The Company and its Subsidiaries and controlled Affiliates are and, except as disclosed on Section 4.22(d‎Section 5.22(d) of the Company Disclosure Schedule, Schedule for the past five years have been in compliance in all material respects with, and, to the Company’s knowledge, have not been penalized for or under investigation with respect to and have not been threatened to be charged with or given notice of any violation of, any applicable Sanctions or export controls laws.