Common use of Breach of the Agreement Clause in Contracts

Breach of the Agreement. 15. If, during the Term of the Agreement, the Company (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain a compliance program as set forth in Paragraphs 10 through 12 of this Agreement and Attachment C; or (e) otherwise fails to specifically perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts, which may be pursued by the Offices in the U.S. District Courts for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company notwithstanding the expiration of the statute of limitations between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six months. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for the duration of the Term of the Agreement plus six months, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. 1514. If, during the Term of the this Agreement, the Company (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 9 and 10 through 12 of this Agreement and Attachment C; or (e) commits any acts that, had they occurred within the jurisdictional reach of the FCPA, would be a violation of the FCPA; or (f) otherwise fails specifically to specifically perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have Office has knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Office in the U.S. District Courts Court for the Middle Northern District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Texas or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ Office’s sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employeesCompany. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices Office prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six months. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for the duration of the Term of the Agreement plus six months, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitationsone year.

Breach of the Agreement. 1517. If, during the Term of the AgreementTerm, the Company (a) ComEd commits any felony under U.S. federal law; (b) ComEd provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with a disclosure of information about individual culpability; (c) ComEd fails to implement a compliance program as set forth in this Agreement and Attachment B; or (d) ComEd otherwise fails to completely perform or fulfill each of its obligations under the Agreement; or if at any time ComEd fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain a compliance program as set forth in Paragraphs 10 through 12 of this Agreement and Attachment C; or (e) otherwise fails to specifically perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become government becomes aware of such a breach after the Term of the Agreement is complete, the Company ComEd shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have government has knowledge, including, but not limited to, the charges conduct described in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the attached Statement of Facts, which may be pursued by the Offices government in the U.S. District Courts Court for the Middle Northern District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Illinois or any other appropriate venue. Determination of whether the Company ComEd has breached the Agreement and whether to pursue prosecution of the Company ComEd shall be in the Offices’ government’s sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company ComEd or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices government prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company ComEd or its subsidiaries, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company ComEd agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company ComEd agrees that the statute of limitations as to any violation of federal U.S. law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the government is made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. 1514. If, during the Term of the this Agreement, the Company (a) commits any felony under U.S. federal law; law subsequent to the signing of this Agreement, (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; , (c) fails to cooperate as set forth in Paragraphs 5 and 5-6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 9-10 through 12 of this Agreement and Attachment C; or (e) otherwise fails specifically to specifically perform or to fulfill completely each and every one of the Company’s obligations under the Agreement, regardless of the Department shall determine, in its sole discretion, whether the Offices become aware of such a breach after Company has breached the Term of Agreement. If the Agreement is completeDepartment determines that the Company has breached the Agreement, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have Department has knowledge, including, including but not limited to, the charges in the Information described in in. Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Department in the U.S. District Courts Court for the Middle Western District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Texas or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employeesCompany. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices Department prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company notwithstanding the expiration of the statute of limitations between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six months. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for the duration of the Term of the Agreement plus six months, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitationsone year.

Breach of the Agreement. 1516. If, during the Term of the this Agreement, the Company Company: (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its assurances about disclosure of any violations of U.S. bank fraud, money laundering, or sanctions laws or regulations by the Company or any of its employees known to the Company as of the execution date of this Agreement, and disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 12 Paragraph 9 of this Agreement and Attachment CAgreement; or (e) otherwise fails specifically to specifically perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Columbia or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employeesCompany. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement Agreement, subject to any tolling agreements between the Offices and the Company, may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing execution date of this Agreement and the expiration of the Term of the Agreement plus one (1) year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-time- barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Offices are made aware of the violation or the duration of the Term of the Agreement Term, plus six monthsone year, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. 1521. If, during the Term of the AgreementTerm, the Company (a) commits any felony under U.S. United States federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 12 18 and 19 of this Agreement and Attachment C; (e) commits any acts that, had they occurred within the jurisdictional reach of the FCPA, would be a violation of the FCPA; or (ef) otherwise fails to specifically completely perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, New York or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Offices are made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. 1531. If, during the Term of the AgreementTerm, the Company any defendant: (a) commits any felony under U.S. United States federal law; (b) provides in connection with this Agreement deliberately intentionally false, incomplete, or misleading information; (c) knowingly and materially fails to cooperate as set forth in Paragraphs 5 and 6 7—20 of this Agreement; or (d) otherwise knowingly and materially fails to put into effect or operation, implement, and maintain a compliance program as set forth in Paragraphs 10 through 12 of this Agreement and Attachment C; or (e) otherwise fails to specifically completely perform or to fulfill completely each of the Company’s his obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company that defendant shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of FloridaColumbia, or any other appropriate venue. Determination of whether the Company a defendant has knowingly and materially breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the attached Factual Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement Agreement, subject to any tolling agreements between the Offices and the defendants, may be commenced against the Company defendants, notwithstanding the expiration of the statute of limitations limitations, between the signing execution date of this Agreement and the expiration of the Term of the Agreement plus one (1) year. Thus, by signing this Agreement, each of the Company agrees defendants agree that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees defendants agree that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Offices are made aware of the violation or the duration of the Term of the Agreement Term, plus six monthsone year, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. 1524. If, during the Term of the AgreementTerm, the Company (a) commits the Company or the Related Entities commit any felony under U.S. federal law; (b) provides the Company or the Related Entities provide in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with their disclosure of information about individual culpability; (c) fails the Company, the Related Entities, or their subsidiaries and affiliates fail to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails the Company and the Related Entities fail to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 12 19-20 of this Agreement and Attachment C; or (e) the Company or the Related Entities otherwise fails fail to specifically completely perform or to fulfill completely each of the Company’s their obligations under the Agreement, regardless of whether the Offices Fraud Section and the Office become aware of such a breach after the Term of the Agreement is complete, the Company Company, the Related Entities, and their subsidiaries and affiliates shall thereafter be subject to prosecution for any federal criminal violation of which the Offices Fraud Section and the Office have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Fraud Section and the Office in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Connecticut or any other appropriate venue. Determination of whether the Company has or the Related Entities have breached the Agreement and whether to pursue prosecution of the Company Company, the Related Entities, or their subsidiaries or affiliates shall be in the Offices’ sole discretion, subject to discretion of the notice Fraud Section and opportunity to respond provisions in Paragraph 16the Office. Any such prosecution may be premised on information provided by the Company or its personnelCompany, Agentsthe Related Entities, their subsidiaries and affiliates, or Agent employeestheir personnel. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices Fraud Section and the Office prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, the Related Entities, or their subsidiaries and affiliates, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees and the Related Entities agree that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees and the Related Entities agree that the statute of limitations as to any violation of federal law the Securities and Commodities Laws that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Fraud Section and the Office are made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. 1519. If, during the Term of the this Agreement, the Company (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 9 and 10 through 12 of this Agreement and Attachment C; or (e) fails to retain a Monitor as set forth in Paragraph 11 of this Agreement; (f) commits any acts that, had they occurred within the jurisdictional reach of the FCPA, would be a violation of the FCPA; or (g) otherwise fails specifically to specifically perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information Complaint described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices in the U.S. District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, New Jersey or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its OCA or their personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees and OCA agree that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six months. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for the duration of the Term of the Agreement plus six months, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitationsone year.

Breach of the Agreement. 15. IfIf this Office determines, during in its sole discretion, that Weatherford has willfully and materially breached the Term of the Agreement, the Company agreement by (a) commits committing any felony under U.S. federal law; law subsequent to the signing of this Agreement, (b) provides at any time providing in connection with this Agreement deliberately false, incomplete, or misleading information; , (c) fails failing to cooperate as set forth in Paragraphs 5 and Paragraph 6 of this Agreement; , or (d) fails otherwise failing specifically to put into effect or operation, implement, and maintain a compliance program as set forth in Paragraphs 10 through 12 of this Agreement and Attachment C; or (e) otherwise fails to specifically perform or to fulfill completely each and every one of the Company’s Xxxxxxxxxxx'x obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company Weatherford shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have this Office has knowledge, including, but not limited to, including the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices this Office in the U.S. District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Texas or any other appropriate venue. Determination Before the initiation of whether any such prosecution, Weatherford shall have ten (10) calendar days to request further review by the Company has breached the Agreement and whether to pursue prosecution Office of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16Deputy Attorney General. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employeesWeatherford. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Weatherford notwithstanding the expiration of the statute of limitations between for a period of three (3) years and seven (7) days from the signing of this Agreement and the expiration date of the Term filing of the Agreement plus one yearInformation. Thus, by signing this Agreement, the Company Weatherford agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for a period of three (3) years and seven (7) days from the Term date of the Agreement plus six monthsfiling of the Information. 10. In additionthe event that this Office determines that Weatherford has breached this Agreement, this Xxxxxxx agrees to provide Weatherford with written notice of such breach prior to instituting any prosecution resulting from such breach. Within thirty (30) days of receipt of such notice, Weatherford shall have the Company agrees opportunity to respond to this Office in writing to explain the nature and circumstances of such breach, as well as the actions Weatherford has taken to address and remediate the situation, which explanation this Office shall consider in determining whether to institute a prosecution. 11. In the event that this Office determines that Weatherford has breached this Agreement: (a) all statements made by or on behalf of Weatherford to this Office or to the statute Court, including the attached Factual Statement, and any testimony given by Weatherford before a grand jury, a court, or any tribunal, or at any legislative hearings, whether prior or subsequent to this Agreement, and any leads derived from such statements or testimony, shall be admissible in evidence in any and all criminal proceedings brought by this Office against Weatherford; and (b) Weatherford shall not assert any claim under the United States Constitution, Rule 11 (f) of limitations as the Federal Rules of Criminal Procedure, Rule 410 of the Federal Rules of Evidence, or any other federal rule that statements made by or on behalf of Weatherford prior or subsequent to this Agreement, or any violation leads derived therefrom, should be suppressed or are otherwise inadmissible. The decision whether conduct or statements of federal law any current director or employee, or any person acting on behalf of, or at the direction of, Weatherford will be imputed to Weatherford for the purpose of determining whether Weatherford has violated any provision of this Agreement shall be in the sole discretion of this Office. 12. Weatherford acknowledges that occurs this Office has made no representations, assurances, or promises concerning what sentence may be imposed by the Court if Weatherford breaches this Agreement and this matter proceeds to judgment. Weatherford further acknowledges that any such sentence is solely within the discretion of the Court and that nothing in this Agreement binds or restricts the Court in the exercise of such discretion. 13. Requirement to Obey the Law: lfthis Office determines during the Term term of this Agreement that Weatherford has committed any felony under U.S. federal Jaw after the execution of this Agreement, Weatherford shall, in the sole discretion of this Office, thereafter be subject to prosecution for any federal crimes of which this Office has knowledge, including but not limited to the conduct described in the Factual Statement. The discovery by this Office of any purely historical criminal conduct that did not take place during the term of the Agreement will be tolled from not constitute a breach of this provision. 14. Parties Bound by the date upon which the violation occurs for the duration Agreement: This Agreement and all provisions set forth herein bind Weatherford and any of the Term of the Agreement plus six monthsits corporate parents, subsidiaries, affiliates, successors, predecessors, and assigns. It is further understood that this period shall be excluded from Agreement and all provisions set forth herein are binding on this Office, but specifically do not bind any calculation other federal agencies, or any state or local authorities, although this Office will bring the cooperation of time for purposes Weatherford and its compliance with its other obligations under this Agreement to the attention of the application of the statute of limitationsfederal, state, or local prosecuting offices or regulatory agencies, if requested by Weatherford or its attorneys. 15.

Breach of the Agreement. 1516. If, during the Term of the AgreementTerm, the Company (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 9 and 10 through 12 of this Agreement and Attachment C; or (e) commits any acts that, had they occurred within the jurisdictional reach of the FCPA, would be a violation of the FCPA; or (f) otherwise fails specifically to specifically perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become Fraud Section becomes aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have Fraud Section has knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Fraud Section in the U.S. District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Columbia or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ Fraud Section’s sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices Fraud Section prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement Agreement, including the conduct identified in the 2012 DPA, may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Fraud Section is made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. 1522. If, during the Term of the AgreementTerm, the Company (a) commits any felony under U.S. United States federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 12 17 and 18 of this Agreement and Attachment C; (e) commits any acts that, had they occurred within the jurisdictional reach of the United States, would constitute a violation of U.S. federal law; or (ef) otherwise fails to specifically completely perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, New York or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Offices are made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. 1516. If, during the Term of the AgreementTerm, the Company (a) the Company commits any felony under U.S. federal law for which it is liable under U.S. law; (b) the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates commits any felony under U.S. federal law involving an FX transaction executed in connection with a related corporate transaction or pursuant to a representation of confidentiality; (c) the Global Markets business of the Company, of its subsidiaries, or of its majority-owned and controlled affiliates in the New York, London, or Hong Kong metropolitan areas commits any felony under U.S. federal law; (bd) the Company provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (ce) the Company fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (dt) the Company fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 11 and 12 of this Agreement and Attachment C; or (eg) the Company otherwise fails to specifically completely perform or to fulfill completely each of the Company’s 's obligations under the Agreement, regardless of whether the Offices become Fraud Section becomes aware of such a breach after the Term of the Agreement is complete, the Company and its subsidiaries and majority-owned and controlled affiliates shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have Fraud Section has knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Fraud Section in the U.S. District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, ofNew York or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ Fraud Section's sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company Company, its subsidiaries and majority-owned and controlled affiliates, or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the attached Statement of Facts Facts, Attachment A-1, or relating to conduct known to the Offices Fraud Section prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company or HBEU, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution of HSBC Holdings pie or HBEU that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In additionxxxxxx�n, the Company agrees that the statute of limitations oflimitations as to any violation of U.S. federal criminal law in the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates involving the Company, HBEU, HSBC Bank USA, N.A. ("HBUS") in any geographic area, or The Hongkong and Shanghai Banking Corporation Limited ("HBAP") in the Hong Kong metropolitan area, that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of (a) the date upon which the Fraud Section is made aware of the violation or (b) the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. 1514. If, during the Term of the AgreementTerm, the Company Company: (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 9 and 10 through 12 of this Agreement and Attachment C; or (e) otherwise fails to specifically completely perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices Fraud Section or the Office become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices Fraud Section or the Office have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Fraud Section or the Office in the U.S. District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Indiana or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ Fraud Section’s and the Office’s sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices Fraud Section or the Office prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Fraud Section or the Office is made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. 1521. If, during the Term of the AgreementTerm, the Company Bank (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 6 and 6 7 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 16 through 12 18 of this Agreement and Attachment C; or (e) otherwise fails to specifically completely perform or to fulfill completely each of the CompanyBank’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company Bank shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices in the U.S. District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, New York or any other appropriate venue. Determination of whether the Company Bank has breached the Agreement and whether to pursue prosecution of the Company Bank shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company Bank or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Bank, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company Bank agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company Bank agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Offices are made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. 1533. If, during the Term of the Agreement, the Company Term: (a) the Company commits any felony under U.S. United States federal law; (b) the Company provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) the Company fails to cooperate as set forth in Paragraphs 5 6 and 6 7 of this Agreement; (d) the Company fails to put into effect or operation, implement, and maintain a implement an effective compliance program as set forth in Paragraphs 10 through 12 of this Agreement and Attachment C; or (e) the Company otherwise fails to specifically completely perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become Office becomes aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices Office may have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices Office in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, New Jersey or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ Office’s sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company Company, its affiliates, or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices Office prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations between the signing of this Agreement and the expiration of the Term of the Agreement plus one yearlimitations. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six months. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for the duration of the Term of the Agreement plus six months, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitationsTerm.

Breach of the Agreement. 1516. If, during the Term of the AgreementTerm, the Company Company: (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 9 and 10 through 12 of this Agreement and Attachment C; or (e) commits any acts that, had they occurred within the jurisdictional reach of the FCPA, would be a violation of the FCPA; or (f) otherwise fails specifically to specifically perform or to fulfill completely each of the Company’s obligations under the Agreement, regardless of whether the Offices become aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1 above and charges that arise from the conduct set forth in the Statement of Facts, which may be pursued by the Offices in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, New York or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employees. Any such prosecution relating to the conduct described in the Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute of limitations limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the earlier of the date upon which the Offices are made aware of the violation or the duration of the Term of the Agreement plus six monthsfive years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations.

Breach of the Agreement. 1516. If, If during the Term of the this Agreement, the Company (a) commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; (c) fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (d) fails to put into effect or operation, implement, and maintain implement a compliance program as set forth in Paragraphs 10 through 11 and 12 of this Agreement and Attachment CB; or (e) otherwise fails specifically to specifically perform or to fulfill completely each of the Company’s obligations under the this Agreement, regardless of whether the Offices become this office becomes aware of such a breach after the Term of the Agreement is complete, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have this office has knowledge, including, but not limited to, the charges contained in the Information described in Paragraph 1 and charges that arise from the conduct set forth in the Statement of Facts1, which may be pursued by the Offices this office in the U.S. United States District Courts Court for the Middle District of Pennsylvania, the Central District of California, the Eastern District of Pennsylvania, or the Southern District of Florida, Texas or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Offices’ this office’s sole discretion, subject to the notice and opportunity to respond provisions in Paragraph 16. Any such prosecution may be premised on information provided by the Company or its personnel, Agents, or Agent employeesCompany. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Offices this office prior to the date on which this Agreement was signed that is not time-barred by the applicable statute statutes of limitations on the date of the signing of this Agreement may be commenced against the Company Company, notwithstanding the expiration of the statute any statutes of limitations between the signing of this Agreement and the expiration of the Term of the Agreement Term, plus one year. Thus, by signing this Agreement, the Company agrees that the statute statutes of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term of the Agreement plus six monthsone year. In addition, the Company agrees that the statute of limitations as to any violation of federal law that occurs during the Term of the Agreement will be tolled from the date upon which the violation occurs for until the duration date upon which this office is made aware of the Term of the Agreement plus six months, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitationsviolation.