Common use of Certain Conduct; Sanctions Clause in Contracts

Certain Conduct; Sanctions. (a) None of the Entities or any of their Affiliates, nor any director, officer or employee of the Entities or any of their Affiliates, nor any agent, representative or other Person acting or purporting to act for the benefit of or on behalf of the Entities or any of their Affiliates, to the Knowledge of Seller, (i) has violated any provision of the FCPA, the Mexican Federal Anticorruption Law (Ley Federal Anticorrupción en Contrataciones Públicas), the Mexican Federal Criminal Code (Código Penal Federal), the Criminal Codes of the several states of Mexico or any other applicable Law that prohibits corruption, bribery or any of the foregoing actions, (ii) has been investigated by a Governmental Authority, or been the subject of any allegation, with respect to conduct within the scope of clause (i) above, (iii) will use all or any portion of the amounts paid by Purchaser hereunder in a manner that may violate any provision of the FCPA, the Mexican Federal Anticorruption Law (Ley Federal Anticorrupción en Contrataciones Públicas), the Mexican Federal Criminal Code (Código Penal Federal), the Criminal Codes of the several states of Mexico or any other applicable Law that prohibits corruption, bribery or any of the foregoing actions or (iv) is a “foreign official” within the meaning of the FCPA. (b) The accounting books and records of the Entities and their Affiliates accurately and fairly reflect in all material respects the transactions and the dispositions of assets of each of those entities in reasonable detail and the Entities and their Affiliates maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the Entities comply with the Laws referenced in Section ‎5.22(a). The Entities and their Affiliates have instituted and maintain policies and procedures in relation to business conduct and ethics that are, to the Knowledge of Seller, reasonably designed to prevent or detect any conduct of business of the Entities involving the actions described in clause (i) of Section 5.22(a). (c) None of Seller, Seller Parent, Company Parent or the Entities is, nor to the Knowledge of Seller are any of their respective officers, directors or employees, an individual or entity that is a Person that is, or is acting under the direction of, on behalf of or for the benefit of a Person that is, or is owned or controlled by a Person that is, (i) the target of any Sanctions Laws or identified on any Sanctions Lists or (ii) located, organized or resident in a country or territory that is, or whose government is, the target of comprehensive trade sanctions under Sanctions Laws, including, as of the date of this Agreement, Cuba, Iran, North Korea, Sudan and Syria (collectively, the “Sanctioned Countries”). (d) None of Seller, Seller Parent, Company Parent or the Company (or any of its Subsidiaries or Affiliates) does business with or, to the Knowledge of Seller, sponsors or provides assistance or support to, the government of, or, to the Knowledge of Seller, any other Person located in, any country, or with any other Person, targeted by any of the Sanctions Laws, including the Sanctioned Countries. (e) For purposes of this Section 5.22 only, “Affiliates” means only those Affiliates that act (and only to the extent they so act) in connection with the properties, assets or business of the Entities.

Certain Conduct; Sanctions. (a) None During the Pre-Ownership Period, to the Company’s Knowledge, and since November 5, 2012, none of the Entities Genesis Companies or any of their respective Affiliates, nor any director, officer or employee of the Entities or any of their Affiliatesofficer, nor any employee, agent, representative or other Person acting on behalf or purporting to act for the benefit of or on behalf of the Entities or of, any of their Affiliates, to the Knowledge of Sellersuch Person, (i) has in violation of applicable Law (w) made, offered or promised to make, or authorized the making of, any unlawful payment or provision of any thing of value or advantage to any Person or (x) given, offered or promised to give, or authorized the giving of, any unlawful gift, benefit, political or charitable contribution or other thing of value or improper advantage to any Person; (y) requested or received any unlawful payment, gift, benefit, political or charitable contribution or other unlawful thing of value or advantage or (z) violated any provision of Anti-Corruption Laws, including the FCPA, the FCPA or Mexican Federal Anticorruption Law (Ley Federal Anticorrupción en Contrataciones Públicas), the Mexican Federal Criminal Code (Código Penal Federal), the Criminal Codes of the several states of Mexico or any other applicable Law that prohibits corruption, bribery or any of the foregoing actions, ; (ii) has been investigated by a Governmental Authority, or been the subject of any allegation, Authority with respect to conduct within the scope of described in clause (i) above, ; (iii) will use all or any portion of the amounts paid by Purchaser hereunder in a manner that may violate any provision of the FCPA, the Mexican Federal Anticorruption Law (Ley Federal Anticorrupción en Contrataciones Públicas), the Mexican Federal Criminal Code (Código Penal Federal), the Criminal Codes of the several states of Mexico or any other applicable Law that prohibits corruption, bribery or any of the foregoing actions or (ivii) is considered a “foreign official” within the meaning of the FCPA; (iii) has violated any Anti-Money Laundering Laws; (iv) has violated any Export Control Laws; or (v) has exported any items classified under the EAR as anything other than EAR99. For the avoidance of doubt, any reference to “thing of value” in this Section includes employment, meals, entertainment, travel and lodging. (b) The accounting books books, records, and records accounts of the Entities and their Affiliates Genesis Companies accurately and fairly reflect in all material respects the transactions and the dispositions of assets of each of those entities Persons during the Pre-Ownership Period, to the Company’s Knowledge, and since November 5, 2012 in reasonable detail detail, and the Entities each Genesis Company (other than Holdings and their Affiliates maintain Americas) maintains systems of internal accounting controls sufficient to provide reasonable assurance assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (ivii) (A) the recorded accountability for assets is compared with the actual levels existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (B) during the Pre-Ownership Period, to the Company’s Knowledge, and (v) since November 5, 2012, the Entities comply Company has otherwise complied with the Laws referenced recordkeeping requirements pursuant to all applicable Anti-Corruption Laws, Anti-Money Laundering Laws, Export Control Laws, and Sanctions Laws. (c) Each Genesis Company has instituted, and maintains in Section ‎5.22(a). The Entities and their Affiliates have instituted and maintain effect, policies and procedures in relation to business conduct and ethics that are, to the Knowledge of Seller, reasonably designed to try and prevent or and detect any conduct of business of each Genesis Company that would violate Sanctions Laws or Anti-Corruption Laws and, during the Entities involving Pre-Ownership Period, to the actions described in clause (i) Company’s Knowledge, and since November 5, 2012, there has not been any material breach of Section 5.22(a)such policies or procedures. (cd) None Without limiting the generality of Sellerthe foregoing, Seller Parenteach Genesis Company, Company Parent or the Entities isand, nor to the Knowledge of Seller are any Company’s Knowledge, each of their respective officers, directors or employees, consultants, agents and representatives, acting in their capacity as such, is in compliance with all applicable Laws relating to any lobbying activities conducted on behalf of such Genesis Company, if any, and campaign contributions made on behalf of such Genesis Company, if any. (e) During the Pre-Ownership Period, to the Company’s Knowledge, and since November 5, 2012, none of the assets of the Genesis Companies is or was the instrument, subject matter or product of any Qualified Crime, or has been used to hide assets that are the subject matter of a Qualified Crime. (f) No Genesis Company (or any its Subsidiaries or Affiliates) nor, to the Company’s Knowledge, any director, officer, employee, or agent of any Genesis Company (or of any its Subsidiaries or Affiliates) is an individual or entity that is a Person that is, or is acting under the direction of, on behalf of or for the benefit of a Person that is, or is owned or controlled by a Person that isis (i) a Prohibited Party, (iii) the target of any Sanctions Laws Laws, or identified on any Sanctions Lists Lists, or (iiiii) located, organized or a resident in a country or territory that is, or whose government is, the target of comprehensive trade sanctions under Sanctions Laws, including, as of the date of this Agreement, Cuba, Iran, North Korea, Sudan and Syria (collectively, the “Sanctioned Countries”). (dg) None of Seller, Seller Parent, Company Parent or the No Genesis Company (or any of its Subsidiaries or Affiliates) does business with or, to the Knowledge of Seller, or sponsors or provides direct assistance or support to, the government of, or, to the Knowledge of Seller, or any other Person located in, any country, or with any other Person, which, to the Company’s Knowledge, is targeted by any of the Sanctions Laws, including the Sanctioned Countries. (eh) For purposes of this Section 5.22 3.25 only, “Affiliates” means only those Affiliates that act (and only to the extent they so act) in connection with on behalf of or for the benefit of the properties, assets or business of the EntitiesCompany or any of its Subsidiaries.

Certain Conduct; Sanctions. (a) None During the Pre-Ownership Period, to the Company’s Knowledge, and since November 5, 2012, none of the Entities Genesis Companies or any of their respective Affiliates, nor any director, officer or employee of the Entities or any of their Affiliatesofficer, nor any employee, agent, representative or other Person acting on behalf or purporting to act for the benefit of or on behalf of the Entities or of, any of their Affiliates, to the Knowledge of Sellersuch Person, (i) has in violation of applicable Law (w) made, offered or promised to make, or authorized the making of, any unlawful payment or provision of any thing of value or advantage to any Person or (x) given, offered or promised to give, or authorized the giving of, any unlawful gift, benefit, political or charitable contribution or other thing of value or improper advantage to any Person; (y) requested or received any unlawful payment, gift, benefit, political or charitable contribution or other unlawful thing of value or advantage or (z) violated any provision of Anti-Corruption Laws, including the FCPA, the FCPA or Mexican Federal Anticorruption Law (Ley Federal Anticorrupción en Contrataciones Públicas), the Mexican Federal Criminal Code (Código Penal Federal), the Criminal Codes of the several states of Mexico or any other applicable Law that prohibits corruption, bribery or any of the foregoing actions, ; (ii) has been investigated by a Governmental Authority, or been the subject of any allegation, Authority with respect to conduct within the scope of described in clause (i) above, ; (iii) will use all or any portion of the amounts paid by Purchaser hereunder in a manner that may violate any provision of the FCPA, the Mexican Federal Anticorruption Law (Ley Federal Anticorrupción en Contrataciones Públicas), the Mexican Federal Criminal Code (Código Penal Federal), the Criminal Codes of the several states of Mexico or any other applicable Law that prohibits corruption, bribery or any of the foregoing actions or (ivii) is considered a “foreign official” within the meaning of the FCPA; (iii) has violated any Anti-Money Laundering Laws; (iv) has violated any Export Control Laws; or (v) has exported any items classified under the EAR as anything other than EAR99. For the avoidance of doubt, any reference to "thing of value" in this Section includes employment, meals, entertainment, travel and lodging. (b) The accounting books books, records, and records accounts of the Entities and their Affiliates Genesis Companies accurately and fairly reflect in all material respects the transactions and the dispositions of assets of each of those entities Persons during the Pre-Ownership Period, to the Company’s Knowledge, and since November 5, 2012 in reasonable detail detail, and the Entities each Genesis Company (other than Holdings and their Affiliates maintain Americas) maintains systems of internal accounting controls sufficient to provide reasonable assurance assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (ivii) (A) the recorded accountability for assets is compared with the actual levels existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (B) during the Pre-Ownership Period, to the Company’s Knowledge, and (v) since November 5, 2012, the Entities comply Company has otherwise complied with the Laws referenced recordkeeping requirements pursuant to all applicable Anti-Corruption Laws, Anti-Money Laundering Laws, Export Control Laws, and Sanctions Laws. (c) Each Genesis Company has instituted, and maintains in Section ‎5.22(a). The Entities and their Affiliates have instituted and maintain effect, policies and procedures in relation to business conduct and ethics that are, to the Knowledge of Seller, reasonably designed to try and prevent or and detect any conduct of business of each Genesis Company that would violate Sanctions Laws or Anti-Corruption Laws and, during the Entities involving Pre-Ownership Period, to the actions described in clause (i) Company’s Knowledge, and since November 5, 2012, there has not been any material breach of Section 5.22(a)such policies or procedures. (cd) None Without limiting the generality of Sellerthe foregoing, Seller Parenteach Genesis Company, Company Parent or the Entities isand, nor to the Knowledge of Seller are any Company’s Knowledge, each of their respective officers, directors or employees, consultants, agents and representatives, acting in their capacity as such, is in compliance with all applicable Laws relating to any lobbying activities conducted on behalf of such Genesis Company, if any, and campaign contributions made on behalf of such Genesis Company, if any. (e) During the Pre-Ownership Period, to the Company’s Knowledge, and since November 5, 2012, none of the assets of the Genesis Companies is or was the instrument, subject matter or product of any Qualified Crime, or has been used to hide assets that are the subject matter of a Qualified Crime. (f) No Genesis Company (or any its Subsidiaries or Affiliates) nor, to the Company’s Knowledge, any director, officer, employee, or agent of any Genesis Company (or of any its Subsidiaries or Affiliates) is an individual or entity that is a Person that is, or is acting under the direction of, on behalf of or for the benefit of a Person that is, or is owned or controlled by a Person that isis (i) a Prohibited Party, (iii) the target of any Sanctions Laws Laws, or identified on any Sanctions Lists Lists, or (iiiii) located, organized or a resident in a country or territory that is, or whose government is, the target of comprehensive trade sanctions under Sanctions Laws, including, as of the date of this Agreement, Cuba, Iran, North Korea, Sudan and Syria (collectively, the “Sanctioned Countries”). (dg) None of Seller, Seller Parent, Company Parent or the No Genesis Company (or any of its Subsidiaries or Affiliates) does business with or, to the Knowledge of Seller, or sponsors or provides direct assistance or support to, the government of, or, to the Knowledge of Seller, or any other Person located in, any country, or with any other Person, which, to the Company’s Knowledge, is targeted by any of the Sanctions Laws, including the Sanctioned Countries. (eh) For purposes of this Section 5.22 3.25 only, “Affiliates” means only those Affiliates that act (and only to the extent they so act) in connection with on behalf of or for the benefit of the properties, assets or business of the EntitiesCompany or any of its Subsidiaries.