Common use of Anticorruption Clause in Contracts

Anticorruption. (a) No Company Representative has in the past three years violated any Anticorruption Laws, nor has the Company, any Subsidiary of the Company nor any Company Representative offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any Government Official or to any Person under circumstances where the Company, any Subsidiary of the Company or the Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a Person: (1) for the purpose of: (i) influencing any act or decision of a Government Official in their official capacity; (ii) inducing a Government Official to do or omit to do any act in violation of their lawful duties; (iii) securing any improper advantage; (iv) inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or (v) assisting the Company, any Subsidiary of the Company, or any Company Representative in obtaining or retaining business for or with, or directing business to, the Company, a Subsidiary of the Company, or any Company Representative; (2) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. For the avoidance of doubt, any rebates or other incentives offered to business partners of the Company and paid to business partners by the Company when certain thresholds (such as, by way of example, total amounts of products purchased by such business partners in a given period) are achieved do not breach Anticorruption Laws, and all such payments have been properly recorded in the books and records, including the financial statements of the Company. (b) Neither the Company nor any Subsidiary of the Company has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Entity or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. None of the Company, any Subsidiary of the Company, or any Company Representative has received any notice, request, or citation for any actual or potential noncompliance with any of the foregoing. (c) No Officer or employee of the Company or any Subsidiary of the Company is a Government Official. (d) No Government Official or Governmental Entity presently owns a direct interest in the Company or any Subsidiary of the Company or has any legal or beneficial interest in the Company or any Subsidiary of the Company or to payments made to the Company by the Purchaser hereunder. (e) The Company and each Subsidiary of the Company have maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties, and Government Officials in accordance with generally accepted accounting principles of Japan. (f) The Company is not, and has not been, in conflict with or in violation or breach of or in default under (i) the Foreign Corrupt Practices Act, (ii) the UK Bribery Act or (iii) any internal policies or regulations relating thereto, and the Company has not received any Claims or notices alleging any such conflict, violation, breach or default. There are, and has been, no corruption issues relating to the Company, including facilitation payments, and, to the Knowledge of the Seller Group, no threats of the occurrence thereof. The Company does not conduct business in any of the following countries or areas: the Balkans, Belarus, Cote d’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, the Republic of the Sudan, the Republic of South Sudan, Syria or Zimbabwe. The Company is not conducting, and has not conducted, business with any individuals on the Specially Designated Nations List, and having conducted reasonably sufficient due diligence, has no reason to believe that it is or could unknowingly be conducting business with any such individuals. The Company does not, and has not supported any boycott not sanctioned by the U.S. government.

Anticorruption. (a) No Company Representative has Except as, individually or in the past three years violated any Anticorruption Lawsaggregate, nor has the Companynot had and would not reasonably be expected to have a Material Adverse Effect, any Subsidiary of neither the Company nor any Company Representative offeredof its Subsidiaries (including any of their officers, paiddirectors, promised to payagents, distributors, employees, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any Government Official or to any Person under circumstances where the Company, any Subsidiary of the Company or the Company Representative knew or ought reasonably to have known (after due and proper inquiryother Persons acting on their behalf) that all or a portion of such money or thing of value would be offered, given, or promisedhas, directly or indirectly, taken any action that would cause the Company or any Company Subsidiary to a Person: (1) for the purpose of: (i) influencing any act or decision of a Government Official in their official capacity; (ii) inducing a Government Official to do or omit to do any act be in violation of their lawful duties; the United States Foreign Corrupt Practices Act of 1977, as amended (iii) securing any improper advantage; (iv) inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or (v) assisting the Company, any Subsidiary of the Company“FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company Representative in obtaining or retaining business for or with, or directing business to, the Company, a Subsidiary of the Company, or any Company Representative; Subsidiary (2) in a manner which would constitute or have collectively with the purpose or effect of public or commercial briberyFCPA, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. For the avoidance of doubt, any rebates or other incentives offered to business partners of the Company and paid to business partners by the Company when certain thresholds (such as, by way of example, total amounts of products purchased by such business partners in a given period) are achieved do not breach “Anticorruption Laws, and all such payments have been properly recorded in the books and records, including the financial statements of the Company”). (b) Neither Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any Subsidiary of its Subsidiaries (including any of their officers, directors, agents, distributors, employees, or other Persons acting on their behalf) has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of the Company has conducted payment, directly or initiated indirectly, of any internal investigation gift, money or made anything of value to a voluntaryGovernment Official (as defined below) to secure any improper advantage (e.g., directed, to obtain a Tax rate lower than allowed by Law) or involuntary disclosure to any Governmental Entity obtain or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. None of the Company, any Subsidiary of the Company, or any Company Representative has received any notice, request, or citation retain business for any actual or potential noncompliance with any Person in violation of the foregoingapplicable Law. (c) No Officer As of the date of this Agreement, to the knowledge of the Company, (i) there is no investigation of or employee of request for information from the Company or any Subsidiary by any Governmental Entity regarding the Anticorruption Laws, and (ii) there is no other allegation, investigation or inquiry by any Governmental Entity regarding the Company or any Subsidiary’s actual or possible violation of the Company is a Government OfficialAnticorruption Laws. (d) No Government Official or Governmental Entity presently owns a direct interest in the Company or any Subsidiary of the Company or has any legal or beneficial interest in the Company or any Subsidiary of the Company or to payments made to the Company by the Purchaser hereunder. (e) The Company and each Subsidiary has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws, including, but not limited to, an anticorruption compliance program, including a Code of Business Conduct, policies and guidelines that (i) require compliance with the Anticorruption Laws and otherwise prohibit bribes to Government Officials; (ii) restrict gifts, entertainment and travel expenses for Government Officials; (iii) require diligence on certain third parties that may have relations with Government Officials on the Company’s behalf; (iv) restrict political and charitable contributions; (v) mandate possible discipline for violations of policy or the Code of Business Conduct; (vi) require periodic training for relevant employees regarding the program; (ix) identify a senior executive or executives responsible for implementation and monitoring of the Company have maintained complete program; and accurate books (x) include procedures for reporting and records, including records investigating possible violations of payments to any agents, consultants, representatives, third parties, and Government Officials in accordance with generally accepted accounting principles of Japanthe program. (fe) The Company is notFor purposes of this Agreement, and has not been, in conflict with or in violation or breach of or in default under “Government Official” means any (i) the Foreign Corrupt Practices Actofficer or employee of a Governmental Entity or instrumentality thereof (including any state-owned or controlled enterprise) or of a public international organization, (ii) the UK Bribery Act political party or official thereof or any candidate for any political office or (iii) any internal policies Person acting for or regulations relating thereto, and the Company has not received any Claims or notices alleging on behalf of any such conflict, violation, breach Governmental Entity or default. There are, and has been, no corruption issues relating to the Company, including facilitation payments, and, to the Knowledge of the Seller Group, no threats of the occurrence instrumentality thereof. The Company does not conduct business in any of the following countries or areas: the Balkans, Belarus, Cote d’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, the Republic of the Sudan, the Republic of South Sudan, Syria or Zimbabwe. The Company is not conducting, and has not conducted, business with any individuals on the Specially Designated Nations List, and having conducted reasonably sufficient due diligence, has no reason to believe that it is or could unknowingly be conducting business with any such individuals. The Company does not, and has not supported any boycott not sanctioned by the U.S. government.

Anticorruption. (a) No Company Representative has in the past three years violated Neither Seller nor any Anticorruption Laws, nor has the Companyof its Subsidiaries, any Subsidiary of the Company nor any Company Representative offeredemployee, paidofficer, promised to paydirector, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of valueor, to the extent that it would constitute a breach of applicable Law by Seller or any Government Official or to any Person under circumstances where the Companyof its Subsidiaries, any Subsidiary agent or representative or other Person acting for or on behalf of the Company Seller or the Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion any of such money or thing of value would be offeredits Subsidiaries, given, or promisedhas, directly or indirectly, in connection with the conduct or operation of the Business, (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 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 Person: Public International Organization (1as defined in the FCPA) (each, an “Official Party”), or to any finder, agent, or other party acting on behalf of or under the auspices of any Governmental Body, Public International Organization or official or employee thereof, for the purpose of: of (i1) influencing any act or decision of a Government any Official Party in their his or her official capacity; , (ii2) inducing a Government any Official Party to do or omit to do any act in violation of their his or her lawful duties; , (iii3) securing any improper advantage; advantage or (iv4) inducing a Government any Official Party to influence or affect any act or decision of any Governmental Entity; Body or Public International Organization, (vB) assisting the Companyused any corporate funds for unlawful contributions, any Subsidiary of the Companygifts, or any Company Representative in obtaining or retaining business for or with, or directing business to, the Company, a Subsidiary of the Company, or any Company Representative; (2) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, entertainment or other unlawful expenses relating to political or improper means charitable activities or (C) taken any other action or made any omission, in each case in violation of obtaining business any Law applicable to Seller or any improper advantage. For the avoidance of doubtits Subsidiaries governing corrupt practices, money laundering, anti-bribery or anticorruption or that otherwise prohibits payments to any rebates government or public officials or other incentives offered to business partners of the Company and paid to business partners by the Company when certain thresholds (such as, by way of example, total amounts of products purchased by such business partners in a given period) are achieved do not breach Anticorruption Laws, and all such payments have been properly recorded in the books and recordsOfficial Party, including the financial statements FCPA (all such Laws, “Anticorruption Laws”). None of Seller or any of its Subsidiaries has, in connection with the Company. (b) Neither the Company nor Business, received any Subsidiary of the Company has written notice alleging any such violation or conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Entity or similar agency with respect to any actual or alleged act or omission arising under or relating to any noncompliance with violation of any Anticorruption Law. None of the Company, any Subsidiary of the Company, Seller or any Company Representative has received any noticeof its Subsidiaries, request, or citation for any actual or potential noncompliance with nor any of the foregoing. (c) No Officer its respective directors, officers or stockholders, is currently a government officer, agent or employee of the Company or any Subsidiary of the Company is a Government Official. (d) No Government Official or Governmental Entity presently owns a direct interest in the Company or any Subsidiary of the Company or has any legal or beneficial interest in the Company or any Subsidiary of the Company or to payments made Body, except for positions with local Governmental Bodies unrelated to the Company by the Purchaser hereunderBusiness. (e) The Company and each Subsidiary of the Company have maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties, and Government Officials in accordance with generally accepted accounting principles of Japan. (f) The Company is not, and has not been, in conflict with or in violation or breach of or in default under (i) the Foreign Corrupt Practices Act, (ii) the UK Bribery Act or (iii) any internal policies or regulations relating thereto, and the Company has not received any Claims or notices alleging any such conflict, violation, breach or default. There are, and has been, no corruption issues relating to the Company, including facilitation payments, and, to the Knowledge of the Seller Group, no threats of the occurrence thereof. The Company does not conduct business in any of the following countries or areas: the Balkans, Belarus, Cote d’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, the Republic of the Sudan, the Republic of South Sudan, Syria or Zimbabwe. The Company is not conducting, and has not conducted, business with any individuals on the Specially Designated Nations List, and having conducted reasonably sufficient due diligence, has no reason to believe that it is or could unknowingly be conducting business with any such individuals. The Company does not, and has not supported any boycott not sanctioned by the U.S. government.

Anticorruption. (a) No Company Representative has in the past three years violated any Anticorruption Laws, nor has the Company, any Subsidiary The activities of the Company nor any Company Representative offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any Government Official or to any Person under circumstances where the Company, any Subsidiary parties must and each of the Company 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 Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offeredanti-corruption laws, given, or promised, directly or indirectly, to a Personincluding but not limited to: (1i) for making offers, promises of delivery, or deliveries of any object of value to any public official (as defined by the corresponding applicable anti-corruption law) or political party with the purpose of: (i) of obtaining or maintaining a deal, obtaining an improper advantage, or influencing any act or decision of a Government Official in their official capacitypublic official, that causes or could cause violations of the provisions of the anti-corruption laws; and/or (ii) inducing executing any bribe, incorrect payment, corruption payment or any illicit payment, to any public official or political party with the purpose of obtaining or maintaining a Government Official to do or omit to do any act in violation of their lawful duties; (iii) securing any deal, obtaining an improper advantage; (iv) inducing a Government Official to influence , or affect influencing any act or decision of any Governmental Entity; a public official, that causes or (v) assisting the Company, any Subsidiary could cause violations of the Company, or any Company Representative in obtaining or retaining business for or with, or directing business to, the Company, a Subsidiary provisions of the Company, or any Company Representative; (2) in a manner which would constitute or anti-corruption laws. The parties agree that the Buyer shall have the purpose or effect right to carry out all the actions necessary to verify the compliance of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful or improper means Seller with the provisions of obtaining business or any improper advantage. For the avoidance of doubt, any rebates or other incentives offered to business partners of the Company and paid to business partners by the Company when certain thresholds (such as, by way of example, total amounts of products purchased by such business partners in a given period) are achieved do not breach Anticorruption Laws, and all such payments have been properly recorded in the books and records, including the financial statements of the Company. (b) Neither the Company nor any Subsidiary of the Company has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Entity or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. None of the Company, any Subsidiary of the Company, or any Company Representative has received any notice, request, or citation for any actual or potential noncompliance with any of the foregoing. (c) No Officer or employee of the Company or any Subsidiary of the Company is a Government Official. (d) No Government Official or Governmental Entity presently owns a direct interest in the Company or any Subsidiary of the Company or has any legal or beneficial interest in the Company or any Subsidiary of the Company or to payments made to the Company by the Purchaser hereunder. (e) The Company and each Subsidiary of the Company have maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties, and Government Officials in accordance with generally accepted accounting principles of Japan. (f) The Company is not, and has not been, in conflict with or in violation or breach of or in default under (i) the Foreign Corrupt Practices Act, (ii) the UK Bribery Act or (iii) any internal policies or regulations relating thereto, this section and the Company has not received any Claims or notices alleging any such conflictcorresponding 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, violationAGENT, breach or default. There areREPRESENTATIVE, and has beenEMPLOYEE, no corruption issues relating to the CompanyADMINISTRATOR, including facilitation paymentsPARTNER, andMANAGER, to the Knowledge of the Seller GroupOFFICER, no threats of the occurrence thereof. The Company does not conduct business in any of the following countries or areas: the Balkans, Belarus, Cote d’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, the Republic of the Sudan, the Republic of South Sudan, Syria or Zimbabwe. The Company is not conducting, and has not conducted, business with any individuals on the Specially Designated Nations List, and having conducted reasonably sufficient due diligence, has no reason to believe that it is or could unknowingly be conducting business with any such individuals. The Company does not, and has not supported any boycott not sanctioned by the U.S. governmentLAWYER 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.

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) No Company Representative has in the past three years violated any Anticorruption Lawsmaking offers, nor has the Company, any Subsidiary promises of the Company nor any Company Representative offered, paid, promised to paydelivery, or authorized the payment deliveries of any moneyobject of value to any public official (as defined by the corresponding applicable anti-corruption law) or political party with the purpose of obtaining or maintaining a deal, obtaining an improper advantage, or offered, given, promised to give, or authorized the giving of anything of value, to any Government Official or to any Person under circumstances where the Company, any Subsidiary of the Company or the Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a Person: (1) for the purpose of: (i) influencing any act or decision of a Government Official in their public official, that causes or could cause violations of the provisions of the anti-corruption laws; and/or (b) executing any bribe, incorrect payment, corruption payment or any illicit payment, to any public official capacity; (ii) inducing or political party with the purpose of obtaining or maintaining a Government Official to do or omit to do any act in violation of their lawful duties; (iii) securing any deal, obtaining an improper advantage; (iv) inducing a Government Official to influence , or affect influencing any act or decision of any Governmental Entity; a public official, that causes or (v) assisting the Company, any Subsidiary could cause violations of the Company, or any Company Representative in obtaining or retaining business for or with, or directing business to, the Company, a Subsidiary provisions of the Company, or any Company Representative; (2) in a manner which would constitute or anti-corruption laws. The parties agree that the Buyer shall have the purpose or effect right to carry out all the actions necessary to verify the compliance of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful or improper means Seller with the provisions of obtaining business or any improper advantage. For the avoidance of doubt, any rebates or other incentives offered to business partners of the Company and paid to business partners by the Company when certain thresholds (such as, by way of example, total amounts of products purchased by such business partners in a given period) are achieved do not breach Anticorruption Laws, and all such payments have been properly recorded in the books and records, including the financial statements of the Company. (b) Neither the Company nor any Subsidiary of the Company has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Entity or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. None of the Company, any Subsidiary of the Company, or any Company Representative has received any notice, request, or citation for any actual or potential noncompliance with any of the foregoing. (c) No Officer or employee of the Company or any Subsidiary of the Company is a Government Official. (d) No Government Official or Governmental Entity presently owns a direct interest in the Company or any Subsidiary of the Company or has any legal or beneficial interest in the Company or any Subsidiary of the Company or to payments made to the Company by the Purchaser hereunder. (e) The Company and each Subsidiary of the Company have maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties, and Government Officials in accordance with generally accepted accounting principles of Japan. (f) The Company is not, and has not been, in conflict with or in violation or breach of or in default under (i) the Foreign Corrupt Practices Act, (ii) the UK Bribery Act or (iii) any internal policies or regulations relating thereto, this section and the Company has not received any Claims or notices alleging any such conflictcorresponding 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, violationAGENT, breach or default. There areREPRESENTATIVE, and has beenEMPLOYEE, no corruption issues relating to the CompanyADMINISTRATOR, including facilitation paymentsPARTNER, andMANAGER, to the Knowledge of the Seller GroupOFFICER, no threats of the occurrence thereof. The Company does not conduct business in any of the following countries or areas: the Balkans, Belarus, Cote d’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, the Republic of the Sudan, the Republic of South Sudan, Syria or Zimbabwe. The Company is not conducting, and has not conducted, business with any individuals on the Specially Designated Nations List, and having conducted reasonably sufficient due diligence, has no reason to believe that it is or could unknowingly be conducting business with any such individuals. The Company does not, and has not supported any boycott not sanctioned by the U.S. governmentLAWYER 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.

Anticorruption. (a) No Company Representative has in To the past three years violated any Anticorruption Laws, nor has knowledge of the Company, any Subsidiary of neither the Company nor any Company Representative offeredSubsidiary (including any of their officers, paiddirectors, promised to payagents, distributors, employees, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any Government Official or to any Person under circumstances where the Company, any Subsidiary of the Company or the Company Representative knew or ought reasonably to have known (after due and proper inquiryother individuals acting on their behalf) that all or a portion of such money or thing of value would be offered, given, or promisedhas, directly or indirectly, taken any action that would cause the Company or any Company Subsidiary to a Person:be in violation in any material respect of the United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company or any Company Subsidiary (collectively with the FCPA, the “Anticorruption Laws”). (1b) for To the purpose of: knowledge of the Company, neither the Company nor any Company Subsidiary (iincluding any of their officers, directors, agents, distributors, employees, or other individuals acting on their behalf) influencing has taken any action that would cause Parent or Merger Sub to be in violation of the Anticorruption Laws. (c) To the knowledge of the Company, neither the Company nor any Company Subsidiary (including any of their officers, directors, agents, distributors, employees, or other Persons acting on their behalf) has taken any act in furtherance of an offer, payment, promise to pay, authorization, or decision ratification of a Government Official in their official capacity; (ii) inducing the payment, directly or indirectly, of any gift, money or anything of value to a Government Official to do or omit to do any act in violation of their lawful duties; (iii) securing secure any improper advantage; advantage (ive.g., to obtain a Tax rate lower than allowed by Law) inducing a Government Official or to influence obtain or affect retain business for any act or decision of any Governmental Entity; or Person. (vd) assisting To the Company, any Subsidiary knowledge of the Company, (i) there is no investigation of or request for information from the Company or any Company Representative in obtaining or retaining business for or withSubsidiary by any Governmental Authority regarding the Anticorruption Laws, or directing business to(ii) any other allegation, investigation or inquiry regarding the Company, a Subsidiary Company and any Company Subsidiary’s actual or possible violation of the Anticorruption Laws. (e) To the knowledge of the Company, no director or officer of the Company or any Company Representative; (2) in a manner which would constitute Subsidiary has, directly or have the purpose indirectly, made false or effect of public or commercial bribery, acceptance ofmisleading statements to, or acquiescence attempted to coerce or fraudulently influence, an accountant in extortionconnection with any audit, kickbacksreview, or other unlawful or improper means examination of obtaining business or any improper advantage. For the avoidance of doubt, any rebates or other incentives offered to business partners of the Company and paid to business partners by the Company when certain thresholds (such as, by way of example, total amounts of products purchased by such business partners in a given period) are achieved do not breach Anticorruption Laws, and all such payments have been properly recorded in the books and records, including the financial statements of the Company. (b) Neither the Company nor any Subsidiary of the Company has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Entity or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. None of the Company, any Subsidiary of the Company, or any Company Representative has received any notice, request, or citation for any actual or potential noncompliance with any of the foregoing. (c) No Officer or employee of the Company or any Subsidiary of the Company is a Government Official. (d) No Government Official or Governmental Entity presently owns a direct interest in the Company or any Subsidiary of the Company or has any legal or beneficial interest in the Company or any Subsidiary of the Company or to payments made to the Company by the Purchaser hereunder. (e) The Company and each Subsidiary of the Company have maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties, and Government Officials in accordance with generally accepted accounting principles of JapanSubsidiary. (f) The Company is notFor purposes of this Agreement, and has not been, in conflict with or in violation or breach of or in default under “Government Official” means any (i) the Foreign Corrupt Practices Actofficer or employee of a Governmental Authority or instrumentality thereof (including any state-owned or controlled enterprise); or of a public international organization, (ii) the UK Bribery Act political party or official thereof or any candidate for any political office, in such individual’s capacity as such, or (iii) any internal policies Person acting for or regulations relating thereto, and the Company has not received any Claims or notices alleging on behalf of any such conflict, violation, breach Governmental Authority or default. There are, and has been, no corruption issues relating to the Company, including facilitation payments, and, to the Knowledge of the Seller Group, no threats of the occurrence instrumentality thereof. The Company does not conduct business in any of the following countries or areas: the Balkans, Belarus, Cote d’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, the Republic of the Sudan, the Republic of South Sudan, Syria or Zimbabwe. The Company is not conducting, and has not conducted, business with any individuals on the Specially Designated Nations List, and having conducted reasonably sufficient due diligence, has no reason to believe that it is or could unknowingly be conducting business with any such individuals. The Company does not, and has not supported any boycott not sanctioned by the U.S. government.

Anticorruption. (a) No Company Representative has in To the past three years violated any Anticorruption Laws, nor has the Company, any Subsidiary of the Company nor any Company Representative offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any Government Official or to any Person under circumstances where the Company, any Subsidiary of the Company or the Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a Person: (1) for the purpose of: (i) influencing any act or decision of a Government Official in their official capacity; (ii) inducing a Government Official to do or omit to do any act in violation of their lawful duties; (iii) securing any improper advantage; (iv) inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or (v) assisting the Company, any Subsidiary Knowledge of the Company, or any Company Representative in obtaining or retaining business for or with, or directing business to, the Company, a Subsidiary of the Company, or any Company Representative; (2) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. For the avoidance of doubt, any rebates or other incentives offered to business partners of the Company and paid to business partners by the Company when certain thresholds (such as, by way of example, total amounts of products purchased by such business partners in a given period) are achieved do not breach Anticorruption Laws, and all such payments have been properly recorded in the books and records, including the financial statements of the Company. (b) Neither neither the Company nor any Subsidiary of the Company has conducted or initiated (including any internal investigation or made a voluntaryof their Executive Officers, directeddirectors, agents, distributors, employees, or involuntary disclosure other persons while acting on their behalf) has, directly or indirectly, taken any action (i) that would cause the Company or any Subsidiary of the Company to be in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company or any Subsidiary of the Company (collectively with the FCPA, the “Anticorruption Laws”), or (ii) 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 to secure any improper advantage or to obtain or retain business for any Person. (b) There is no pending investigation of or request for information from the Company or any Subsidiary of the Company by any Governmental Entity or similar agency with respect Authority regarding the Anticorruption Laws and, to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. None the Knowledge of the Company, there is no other allegation, investigation or inquiry by any Subsidiary Governmental Authority regarding the Company and any Company Subsidiary’s actual or possible violation of the Company, or any Company Representative has received any notice, request, or citation for any actual or potential noncompliance with any of the foregoingAnticorruption Laws. (c) No Officer None of the officers, directors or employee employees of the Company or any Subsidiary of the Company is a Government OfficialOfficial of a Governmental Authority that directly or indirectly purchases products or services from or otherwise does business with the Company. (d) No Government Official or Governmental Entity presently owns a direct interest in the Company or any Subsidiary of the Company or has any legal or beneficial interest in the Company or any Subsidiary of the Company or to payments made to the Company by the Purchaser hereunder. (e) The Company and each Subsidiary of the Company have maintained complete has established and accurate books implemented reasonable internal controls and recordsprocedures intended to ensure compliance with the Anticorruption Laws, including records of payments including, but not limited to, an anticorruption compliance policy that (i) requires compliance with the Anticorruption Laws and otherwise prohibits bribes to any agentsGovernment Officials; (ii) restricts gifts, consultants, representatives, third partiesentertainment, and promotional and marketing expenses for Government Officials; (iii) requires diligence on, anticorruption contract language in agreements with, and ongoing monitoring of third parties that may have relations with Government Officials in accordance on Company’s or any of its Subsidiaries’ behalf; (iv) restricts political and charitable contributions; (v) mandates possible discipline for violations of the policy; (vi) requires periodic certification by senior executives and relevant sales, financial, and accounting officials indicating awareness of and compliance with generally accepted accounting principles the policy; (vii) requires distribution of Japanthe policy to all employees; (viii) requires periodic training for relevant employees regarding the policy; (ix) identifies a senior executive or executives responsible for implementation and monitoring of the policy; and (x) includes procedures for reporting and investigating possible violations of the policy. (fe) The Company is not, and has not been, in conflict with No Executive Officer or in violation or breach director of or in default under (i) the Foreign Corrupt Practices Act, (ii) the UK Bribery Act or (iii) any internal policies or regulations relating thereto, and the Company has not received or any Claims Subsidiary of the Company has, directly or notices alleging indirectly, made false or misleading statements to, or attempted to coerce or fraudulently influence, an accountant in connection with any such conflictaudit, violationreview, breach or default. There are, and has been, no corruption issues relating to examination of the financial statements of the Company or any Subsidiary of the Company, including facilitation payments, and, to the Knowledge of the Seller Group, no threats of the occurrence thereof. The Company does not conduct business in any of the following countries or areas: the Balkans, Belarus, Cote d’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, the Republic of the Sudan, the Republic of South Sudan, Syria or Zimbabwe. The Company is not conducting, and has not conducted, business with any individuals on the Specially Designated Nations List, and having conducted reasonably sufficient due diligence, has no reason to believe that it is or could unknowingly be conducting business with any such individuals. The Company does not, and has not supported any boycott not sanctioned by the U.S. government.

Anticorruption. (a) No Each Acquired Group Company Representative has and, to the extent applicable to its ownership of the Transferred Assets or the operations or conduct of the Business, each Seller Person in the past three five (5) years violated preceding the date hereof has operated the Business in compliance with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act of 2010, and any Anticorruption other applicable anti-corruption Laws, nor except where the failure to be in compliance has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business, taken as a whole. No Acquired Group Company, any Subsidiary nor, to the extent applicable to its ownership of the Company Transferred Assets or the operations or conduct of the Business, any other Seller Person, nor any Company Representative officer, director or, to the Knowledge of Seller, any other Person acting on behalf of any of the foregoing (to the extent applicable to the Transferred Assets or the operations or conduct of the Business) within the past five (5) years has, directly or indirectly: (a) paid, offered, authorized or received any unlawful bribe, kickback or other similar payment; (b) paid, promised to pay, offered or authorized the payment of any money, money or offered, given, promised to give, or authorized the giving of anything of value, value to any Government Official Representative of an Governmental Entity (including any enterprise owned or to any Person under circumstances where the Company, any Subsidiary of the Company or the Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or controlled by a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a Person: (1Governmental Entity) for the purpose of: (i) of influencing any official act or decision of a Government Official in their official capacity; (ii) inducing a Government Official to do or omit to do any act in violation of their lawful duties; (iii) securing any improper advantage; (iv) inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or (vc) assisting the Companyengaged in, offered or authorized any Subsidiary of the Companyunlawful contribution, or any Company Representative in obtaining or retaining business for or withgift, or directing business to, the Company, a Subsidiary of the Company, or any Company Representative; (2) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, entertainment or other unlawful or improper means of obtaining business or any improper advantage. For the avoidance of doubtexpense relating to political activity, any rebates or other incentives offered to business partners of the Company and paid to business partners by the Company when certain thresholds (such as, by way of example, total amounts of products purchased by such business partners in a given period) are achieved do not breach Anticorruption Laws, and all such payments have been properly recorded except in the books case of each of clauses (a), (b) and records(c), including as has not been and would not reasonably be expected be, individually or in the financial statements of aggregate, material to the CompanyBusiness, taken as a whole. (b) Neither Within the past five (5) years, no Acquired Group Company nor any Subsidiary and, to the extent applicable to its ownership of the Company Transferred Assets or the operations or conduct of the Business, no other Seller Person has conducted or initiated any internal investigation or investigation, made a any voluntary, directed, or involuntary disclosure to any Governmental Entity or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. None of the Company, any Subsidiary of the CompanyEntity, or any Company Representative has received any noticeaudit report, requestwritten communication from a Governmental Entity, or citation for any actual whistleblower or potential noncompliance with any other written complaint alleging material violations of the foregoingapplicable anti-corruption Laws. (c) No Officer or employee of the Company or any Subsidiary of the Company is a Government Official. (d) No Government Official or Governmental Entity presently owns a direct interest in the Company or any Subsidiary of the Company or has any legal or beneficial interest in the Company or any Subsidiary of the Company or to payments made to the Company by the Purchaser hereunder. (e) The Company and each Subsidiary of the Company have maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties, and Government Officials in accordance with generally accepted accounting principles of Japan. (f) The Company is not, and has not been, in conflict with or in violation or breach of or in default under (i) the Foreign Corrupt Practices Act, (ii) the UK Bribery Act or (iii) any internal policies or regulations relating thereto, and the Company has not received any Claims or notices alleging any such conflict, violation, breach or default. There are, and has been, no corruption issues relating to the Company, including facilitation payments, and, to the Knowledge of the Seller Group, no threats of the occurrence thereof. The Company does not conduct business in any of the following countries or areas: the Balkans, Belarus, Cote d’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, the Republic of the Sudan, the Republic of South Sudan, Syria or Zimbabwe. The Company is not conducting, and has not conducted, business with any individuals on the Specially Designated Nations List, and having conducted reasonably sufficient due diligence, has no reason to believe that it is or could unknowingly be conducting business with any such individuals. The Company does not, and has not supported any boycott not sanctioned by the U.S. government.

Anticorruption. (a) No Company Representative has in To the past three years violated any Anticorruption Laws, nor has knowledge of the Company, any Subsidiary of neither the Company nor any Company Representative offeredSubsidiary (including any of their officers, paiddirectors, promised to payagents, distributors, employees, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any Government Official or to any Person under circumstances where the Company, any Subsidiary of the Company or the Company Representative knew or ought reasonably to have known (after due and proper inquiryother individuals acting on their behalf) that all or a portion of such money or thing of value would be offered, given, or promisedhas, directly or indirectly, taken any action that would cause the Company or any Company Subsidiary to a Person:be in violation in any material respect of the United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company or any Company Subsidiary (collectively with the FCPA, the “Anticorruption Laws”). (1b) for To the purpose of: knowledge of the Company, neither the Company nor any Company Subsidiary (iincluding any of their officers, directors, agents, distributors, employees, or other individuals acting on their behalf) influencing has taken any action that would cause Parent or Merger Sub to be in violation of the Anticorruption Laws. (c) To the knowledge of the Company, neither the Company nor any Company Subsidiary (including any of their officers, directors, agents, distributors, employees, or other individuals acting on their behalf) has taken any act in furtherance of an offer, payment, promise to pay, authorization, or decision ratification of a Government Official in their official capacity; (ii) inducing the payment, directly or indirectly, of any gift, money or anything of value to a Government Official to do or omit to do any act in violation of their lawful duties; (iii) securing secure any improper advantage; advantage (ive.g., to obtain a tax rate lower than allowed by Law) inducing a Government Official or to influence obtain or affect retain business for any act or decision of any Governmental Entity; or Person. (vd) assisting To the Company, any Subsidiary knowledge of the Company, (i) there is no investigation of or request for information from the Company or any Company Representative in obtaining or retaining business for or withSubsidiary by any Governmental Authority regarding the Anticorruption Laws, or directing business to(ii) any other allegation, investigation or inquiry regarding the Company, a Subsidiary Company and any Company Subsidiary’s actual or possible violation of the Anticorruption Laws. (e) To the knowledge of the Company, no director or officer of the Company or any Company Representative; (2) in a manner which would constitute Subsidiary has, directly or have the purpose indirectly, made false or effect of public or commercial bribery, acceptance ofmisleading statements to, or acquiescence attempted to coerce or fraudulently influence, an accountant in extortionconnection with any audit, kickbacksreview, or other unlawful or improper means examination of obtaining business or any improper advantage. For the avoidance of doubt, any rebates or other incentives offered to business partners of the Company and paid to business partners by the Company when certain thresholds (such as, by way of example, total amounts of products purchased by such business partners in a given period) are achieved do not breach Anticorruption Laws, and all such payments have been properly recorded in the books and records, including the financial statements of the Company. (b) Neither the Company nor any Subsidiary of the Company has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Entity or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. None of the Company, any Subsidiary of the Company, or any Company Representative has received any notice, request, or citation for any actual or potential noncompliance with any of the foregoing. (c) No Officer or employee of the Company or any Subsidiary of the Company is a Government Official. (d) No Government Official or Governmental Entity presently owns a direct interest in the Company or any Subsidiary of the Company or has any legal or beneficial interest in the Company or any Subsidiary of the Company or to payments made to the Company by the Purchaser hereunder. (e) The Company and each Subsidiary of the Company have maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties, and Government Officials in accordance with generally accepted accounting principles of JapanSubsidiary. (f) The Company is notFor purposes of this Agreement, and has not been, in conflict with or in violation or breach of or in default under “Government Official” means any (i) the Foreign Corrupt Practices Actofficer or employee of a Governmental Authority or instrumentality thereof (including any state-owned or controlled enterprise); or of a public international organization, (ii) the UK Bribery Act political party or official thereof or any candidate for any political office, or (iii) any internal policies individual acting for or regulations relating thereto, and the Company has not received any Claims or notices alleging on behalf of any such conflict, violation, breach Governmental Authority or default. There are, and has been, no corruption issues relating to the Company, including facilitation payments, and, to the Knowledge of the Seller Group, no threats of the occurrence instrumentality thereof. The Company does not conduct business in any of the following countries or areas: the Balkans, Belarus, Cote d’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, the Republic of the Sudan, the Republic of South Sudan, Syria or Zimbabwe. The Company is not conducting, and has not conducted, business with any individuals on the Specially Designated Nations List, and having conducted reasonably sufficient due diligence, has no reason to believe that it is or could unknowingly be conducting business with any such individuals. The Company does not, and has not supported any boycott not sanctioned by the U.S. government.