Common use of Corruption Laws Clause in Contracts

Corruption Laws. (a) Since January 1, 2016, except as has not been and would not, individually or in the aggregate, reasonably be expected to be material to the Hakkasan Contributed Entities, taken as a whole, (x) the Hakkasan Contributed Entities have been and remain in compliance with all applicable Anti-Corruption and Money-Laundering Laws and Obligations and (y) no Hakkasan Contributed Entity, nor, to the Knowledge of Hakkasan Parent, any officer, director, employee or agent acting on behalf of any Hakkasan Contributed Entity has provided, authorized or approved, or knowingly taken any action in furtherance of the provision of, directly or indirectly (including through third parties), anything of value to any Public Official, nor provided or promised anything of value to any other Person while knowing that all or a portion of that thing of value would or will be offered, given, or promised, directly or indirectly, to any Public Official, in either case, for the purpose of: (i) influencing any act or decision of such Public Official in his or her official capacity, inducing such Public Official to do or omit to do any act in violation of their lawful duty, or securing any improper advantage for the benefit of any Hakkasan Contributed Entity; or (ii) inducing such Public Official to use his or her influence with his or her government or instrumentality to affect or influence any act or decision of any Government Authority or Government Entity, in order to assist any Hakkasan Contributed Entity in obtaining or retaining business for or with, or directing business to, any Person. (b) The Hakkasan Contributed Entities are not currently, nor have been since January 1, 2016, the subject of any investigation or inquiry by any Governmental Authority with respect to potential violations of Anti-Corruption and Money-Laundering Laws and Obligations, and, to the Knowledge of Hakkasan Parent, the Hakkasan Contributed Entities have not violated and are not in violation of any Anti-Corruption and Money-Laundering Laws and Obligations. (c) The Hakkasan Contributed Entities have (i) made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions in relation to the Hakkasan Business, (ii) reasonable measures and internal controls in place reasonably designed to prevent, detect, and remediate violations of any applicable Anti-Corruption and Money-Laundering Laws and Obligations and (iii) not circumvented their respective internal accounting controls or falsified any of their respective books and records. (d) To the Knowledge of Hakkasan Parent, no funds or assets directly or indirectly invested in the Hakkasan Contributed Entities, whether presently or in the past, originate from or trace their origins to misappropriated funds.

Corruption Laws. (a) Since January 1, 2016, except as has not been and would not, individually or in the aggregate, reasonably be expected to be material to the Hakkasan Contributed TAO Group Entities, taken as a whole, (x) the Hakkasan Contributed TAO Group Entities have been and remain in compliance with all applicable Anti-Corruption and Money-Laundering Laws and Obligations and (y) no Hakkasan Contributed TAO Group Entity, nor, to the Knowledge of Hakkasan ParentTAO, any officer, director, employee or agent acting on behalf of any Hakkasan Contributed TAO Group Entity has provided, authorized or approved, or knowingly taken any action in furtherance of the provision of, directly or indirectly (including through third parties), anything of value to any Public Official, nor provided or promised anything of value to any other Person while knowing that all or a portion of that thing of value would or will be offered, given, or promised, directly or indirectly, to any Public Official, in either case, for the purpose of: (i) influencing any act or decision of such Public Official in his or her official capacity, inducing such Public Official to do or omit to do any act in violation of their lawful duty, or securing any improper advantage for the benefit of any Hakkasan Contributed TAO Group Entity; or (ii) inducing such Public Official to use his or her influence with his or her government or instrumentality to affect or influence any act or decision of any Government Authority or Government Entity, in order to assist any Hakkasan Contributed TAO Group Entity in obtaining or retaining business for or with, or directing business to, any Person. (b) The Hakkasan Contributed TAO Group Entities are not currently, nor have been since January 1, 2016, the subject of any investigation or inquiry by any Governmental Authority with respect to potential violations of Anti-Corruption and Money-Laundering Laws and Obligations, and, to the Knowledge of Hakkasan ParentTAO, the Hakkasan Contributed TAO Group Entities have not violated and are not in violation of any Anti-Corruption and Money-Laundering Laws and Obligations. (c) The Hakkasan Contributed TAO Group Entities have (i) made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions in relation to the Hakkasan TAO Business, (ii) reasonable measures and internal controls in place reasonably designed to prevent, detect, and remediate violations of any applicable Anti-Corruption and Money-Laundering Laws and Obligations and (iii) not circumvented their respective internal accounting controls or falsified any of their respective books and records. (d) To the Knowledge of Hakkasan ParentTAO, no funds or assets directly or indirectly invested in the Hakkasan Contributed TAO Group Entities, whether presently or in the past, originate from or trace their origins to misappropriated funds.

Corruption Laws. (a) Since January 1June 29, 20162020, except as has not been been, and would notis not reasonably likely to be, individually or in the aggregate, reasonably be expected to be material to the Hakkasan Contributed Entities, Company and its Subsidiaries taken as a whole, (x) the Hakkasan Contributed Entities Company and each of its Subsidiaries have been and remain in compliance with all applicable Anti-Corruption and Money-Laundering Laws and Obligations and Obligations, (y) no Hakkasan Contributed Entityneither the Company nor any of its Subsidiaries, nornor any officer or director, or to the Knowledge of Hakkasan Parent, any officer, directorthe Company, employee or agent acting on behalf of any Hakkasan Contributed Entity the foregoing has provided, authorized or approved, or knowingly taken any action in furtherance of the provision of, directly or indirectly (including through third parties), anything of value to any Public Official, nor provided or promised anything of value to any other Person while knowing that all or a portion of that thing of value would or will be offered, given, or promised, directly or indirectly, to any Public Official, in either case, for the purpose of: (i) influencing any act or decision of such Public Official in his or her official capacity, inducing such Public Official to do or omit to do any act in violation of their lawful duty, or securing any improper advantage for the benefit of the Company or any Hakkasan Contributed Entityof its Subsidiaries; or (ii) inducing such Public Official to use his or her influence with his or her government or instrumentality to affect or influence any act or decision of any Government Governmental Authority or Government Entity, in order to assist any Hakkasan Contributed Entity the Company or such Subsidiary in obtaining or retaining business for or with, or directing business to, any Person. (b) The Hakkasan Contributed Entities Neither the Company nor any of its Subsidiaries are not currently, nor have been since January 1June 29, 20162020, the subject of any inquiry, or, to the Knowledge of the Company, investigation or inquiry by any Governmental Authority with respect to potential violations of Anti-Corruption and Money-Laundering Laws and Obligations, and, to the Knowledge of Hakkasan Parent, the Hakkasan Contributed Entities have not violated and are not in violation of any Anti-Corruption and Money-Laundering Laws and Obligations. (c) The Hakkasan Contributed Entities Company and each of its Subsidiaries have (i) made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions in relation to the Hakkasan Company Business, (ii) reasonable measures and internal controls in place reasonably designed to prevent, detect, and remediate violations of any applicable Anti-Corruption and Money-Laundering Laws and Obligations and (iii) not circumvented their respective internal accounting controls or falsified any of their respective books and records. (d) To the Knowledge of Hakkasan Parentthe Company, no funds or assets directly or indirectly invested in the Hakkasan Contributed EntitiesCompany or any of its Subsidiaries, whether presently or in the past, originate from or trace their origins to misappropriated funds.