Common use of Compliance with the Foreign Corrupt Practices Act and Export Control and Antiboycott Laws Clause in Contracts

Compliance with the Foreign Corrupt Practices Act and Export Control and Antiboycott Laws. (a) No Seller, no Foreign Subsidiary nor any of their representatives have, to obtain or retain business, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment with a value in excess of one hundred dollars ($100.00) in the aggregate to any one individual in any year) or any commission payment in excess of one percent (1%) of any amount payable, to: (i) any person who is an official, officer, agent, employee or representative of any Governmental Body or of any existing or prospective customer (whether government owned or nongovernment owned); (ii) any political party or official thereof; (iii) any candidate for political or political party office; or (iv) any other individual or entity; while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or any entity affiliated with such customer, political party or official or political office. (b) Except as set forth in Part 3.26(b), Sellers and Foreign Subsidiaries have made all payments to Third Parties by check mailed to such Third Parties’ principal place of business or by wire transfer to a bank located in the same jurisdiction as such party’s principal place of business. (c) Each transaction is properly and accurately recorded on the books and Records of Sellers, and each document upon which entries in Sellers’ and Foreign Subsidiaries’ books and Records are based is complete and accurate in all respects. Sellers maintain a system of internal accounting controls adequate to insure that Sellers maintain no off-the-books accounts and that Sellers’ assets are used only in accordance with Sellers’ management directives. (d) Sellers and Foreign Subsidiaries have at all times been in compliance with all Legal Requirements relating to export control and trade embargoes. No product sold or service provided by any Seller during the last five (5) years has been, directly or indirectly, sold to or performed on behalf of Cuba, Iraq, Iran, Libya or North Korea. (e) Except as set forth in Part 3.26(e), no Seller and no Foreign Subsidiary has violated the antiboycott prohibitions contained in 50 U.S.C. sect. 2401 et seq. or taken any action that can be penalized under Section 999 of the Code. Except as set forth in Part 3.27(e), during the last five (5) years, no Seller has been a party to, is not a beneficiary under and has not performed any service or sold any product under any Seller Contract under which a product has been sold to customers in Bahrain, Iraq, Jordan, Kuwait, Lebanon, Libya, Oman, Quatar, Saudi Arabia, Sudan, Syria, United Arab Emirates or the Republic of Yemen.

Compliance with the Foreign Corrupt Practices Act and Export Control and Antiboycott Laws. (a) No SellerNeither Company, no Foreign Subsidiary its Subsidiaries, Related Persons or Representatives nor any of their representatives Suzhou (i) have, to obtain or retain business, or affect any approval or action or obtain any unfair advantage, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value or any commission payment in excess of five percent (including 5%) of any feeamount payable or (ii) have for any purpose whatsoever, giftoffered, sample, travel expense given or entertainment promised to give anything with a value in excess of one hundred dollars ($100.00100) in the aggregate to any one individual in any year) or any commission payment in excess of one percent (1%) of any amount payable, to: (i) any person who is an official, officer, agent, employee or representative Representative of any Governmental Body or of any existing or prospective customer (whether government owned or nongovernment owned); (ii) any political party or official thereof; (iii) any candidate for political or political party office; or (iv) any other individual or entity; ; (v) while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or any entity affiliated with such customer, political party or official or political office. (b) Except as set forth in Part Schedule 3.26(b), Sellers Company, Suzhou and Foreign Subsidiaries their Related Persons have made all payments to Third Parties by check mailed to such Third Parties’ principal place of business or by wire transfer to a bank located in the same jurisdiction as such party’s principal place of business. (c) Each transaction is properly and accurately recorded on the books and Records of SellersCompany or Suzhou, and each document upon which entries in Sellers’ and Foreign Subsidiaries’ Company’s or Suzhou’s books and Records are based is complete and accurate in all respects. Sellers Company and Suzhou each maintain a system of internal accounting controls adequate to insure ensure that Sellers maintain no neither Company nor Suzhou maintains off-the-books accounts and that Sellers’ Company’s and Suzhou’s assets are used only in accordance with Sellers’ Company’s or Suzhou’s management directives. (d) Sellers Except as set forth on Schedule 3.26(d), Company, Suzhou and Foreign Subsidiaries their Related Persons have at all times been in compliance with all Legal Requirements relating to export control and trade embargoes. No product sold Without limiting the generality of the foregoing sentence, except as set forth on Schedule 3.26(d), (i) all exports and reexports by Company or service provided by Suzhou or their Related Persons of all products, software, technology or services have been made in compliance with all Legal Requirements, including all export licenses or other authorizations required under the United States Export Administration Regulations; (ii) Company, Suzhou and their Related Persons have not, directly or indirectly, exported, reexported, transferred or diverted any Seller products, software, technology or services to any country in violation of any Legal Requirement relating to trade embargoes; and (iii) Company, Suzhou and their Related Persons have not, directly or indirectly, during the last five (5) years has beenexported, directly reexported, transferred or indirectlydiverted any products, sold software, technology or services to or performed on behalf of Cuba, Iraq, Iran, Libya or Libya, North Korea, Sudan, Syria, Afghanistan, Iraq or Serbia and Montenegro, nor to any Person that is a national or resident of any such country. (e) Except as set forth in Part Schedule 3.26(e), no Seller and no Foreign Subsidiary has neither Company, Suzhou nor their Related Persons have violated the antiboycott prohibitions contained in 50 U.S.C. sectApp. sec. 2401 et seq. or 15 CFR Part 760 or taken any action that can be penalized under Section 999 of the Code. Except as set forth in Part 3.27(e), during the last five (5) years, no Seller has been a party to, is not a beneficiary under and has not performed any service or sold any product under any Seller Contract under which a product has been sold to customers in Bahrain, Iraq, Jordan, Kuwait, Lebanon, Libya, Oman, Quatar, Saudi Arabia, Sudan, Syria, United Arab Emirates or the Republic of Yemen.

Compliance with the Foreign Corrupt Practices Act and Export Control and Antiboycott Laws. (a) No Seller, no Foreign Subsidiary nor any of their representatives haveBizarre and its Representatives have not, to obtain or retain business, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment with a value in excess of one hundred dollars ($100.00) in the aggregate to any one individual in any year) or any commission payment in excess of one two percent (12%) of any amount payable, to: (i) any person who is an official, officer, agent, employee or representative of any Governmental Body or of any existing or prospective customer (whether government owned or nongovernment owned); (ii) any political party or official thereof; (iii) any candidate for political or political party office; or (iv) any other individual or entity; while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or any entity affiliated with such customer, political party or official or political office. (b) Except as set forth in Part 3.26(b5.21(b), Sellers and Foreign Subsidiaries have Bizarre has made all payments to Third Parties by check mailed to such Third Parties’ ' principal place of business or by wire transfer to a bank located in the same jurisdiction as such party’s 's principal place of business. (c) Each transaction is properly and accurately recorded on the books and Records of SellersBizarre, and each document upon which entries in Sellers’ and Foreign Subsidiaries’ Bizarre's books and Records are based is complete and accurate in all respects. Sellers maintain Bizarre maintains a system of internal accounting controls adequate to insure that Sellers maintain Bizarre maintains no off-the-books accounts and that Sellers’ assets the Assets are used only in accordance with Sellers’ Bizarre's management directives. (d) Sellers and Foreign Subsidiaries have Bizarre has at all times been in compliance with all Legal Requirements relating to export control and trade embargoes. No product sold or service provided by any Seller Bizarre during the last five (5) years has been, directly or indirectly, sold to or performed on behalf of Cuba, Iraq, Iran, Libya or North Korea. (e) Except as set forth in Part 3.26(e5.21(e), no Seller and no Foreign Subsidiary Bizarre has not violated the antiboycott prohibitions contained in 50 U.S.C. sect. 2401 et seq. or taken any action that can be penalized under Section 999 of the Code. Except as set forth in Part 3.27(e5.21(e), during the last five (5) years, no Seller Bizarre has not been a party to, is not a beneficiary under and has not performed any service or sold any product under any Seller Bizarre Contract under which a product has been sold to customers in Bahrain, Iraq, Jordan, Kuwait, Lebanon, Libya, Oman, Quatar, Saudi Arabia, Sudan, Syria, United Arab Emirates or the Republic of Yemen.