Common use of Illegal Payments Clause in Contracts

Illegal Payments. None of the Company or any of its Subsidiaries (including any of its respective officers or directors) has taken or failed to take any action which would cause it to be in material violation of the Foreign Corrupt Practices Act of 1977, the U.K. Anti-Bribery Act of 2010, the Unfair Competition Prevention Act of Japan or any similar anti-bribery or anti-corruption Law of any similar Law of any other jurisdiction, in each case as amended, or any rules or regulations thereunder. None of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any third party acting on behalf of the Company or any of its Subsidiaries, has offered, paid, promised to pay, or authorized, or will offer, pay, promise to pay, or authorize, directly or indirectly, the giving of money or anything of value to any Official, or to any other Person while knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Official, for the purpose of: (i) influencing any act or decision of such Official in his, her or its official capacity, including a decision to fail to perform his, her or its official duties or functions; or (ii) inducing such Official to use his, her or its influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authority, or to obtain an improper advantage in order to assist the Company, any of its Subsidiaries or any other Person in obtaining or retaining business for or with, or directing business to, the Company or any of its Subsidiaries. For purposes of this Agreement, an “Official” shall include any appointed or elected official, any government employee, any political party, party official, or candidate for political office, or any officer, director or employee of any Governmental Authority.

Illegal Payments. (a) None of the Company or any of its Subsidiaries (including any of its respective officers or directors) has taken or failed to take any action which would cause it to be in violation in any material violation respect of the Foreign Corrupt Practices Act of 1977, the U.K. Anti-Bribery Act of 2010, the Unfair Competition Prevention Act of Japan or any similar anti-bribery or anti-corruption Law of any similar Law law of any other jurisdiction, in each case as amended, or any rules or regulations thereunder. None of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any third party acting on behalf of the Company or any of its Subsidiaries, has offered, paid, promised to pay, or authorized, or will offer, pay, promise to pay, or authorize, directly or indirectly, the giving of money or anything of value to any Official, or to any other Person while knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Official, for the purpose of: (i) influencing any act or decision of such Official in his, her or its official capacity, including a decision to fail to perform his, her or its official duties or functions; or (ii) inducing such Official to use his, her or its influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authority, or to obtain an improper advantage in order to assist the Company, any of its Subsidiaries or any other Person in obtaining or retaining business for or with, or directing business to, the Company or any of its Subsidiaries. For purposes of this Agreement, an “Official” shall include any appointed or elected official, any government employee, any political party, party official, or candidate for political office, or any officer, director or employee of any Governmental Authority.

Illegal Payments. None of the Company Talos or any of its Subsidiaries (including any of its respective officers or directors) has taken or failed to take any action which would cause it to be in material violation of the Foreign Corrupt Practices Act of 1977, the U.K. Anti-Bribery Act of 2010, the Unfair Competition Prevention Act of Japan or any similar anti-bribery or anti-corruption Law of any similar Law of any other jurisdiction, in each case as amended, or any rules or regulations thereunder. None of the Company Talos or any of its Subsidiaries or, to the Knowledge of the CompanyTalos, any third party acting on behalf of the Company Talos or any of its Subsidiaries, has offered, paid, promised to pay, or authorized, or will offer, pay, promise to pay, or authorize, directly or indirectly, the giving of money or anything of value to any Official, or to any other Person while knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Official, for the purpose of: (i) influencing any act or decision of such Official in his, her or its official capacity, including a decision to fail to perform his, her or its official duties or functions; or (ii) inducing such Official to use his, her or its influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authority, or to obtain an improper advantage in order to assist the CompanyTalos, any of its Subsidiaries or any other Person in obtaining or retaining business for or with, or directing business to, the Company Talos or any of its Subsidiaries. For purposes of this Agreement, an “Official” shall include any appointed or elected official, any government employee, any political party, party official, or candidate for political office, or any officer, director or employee of any Governmental Authority.

Illegal Payments. None of the Company Riesling or any of its Subsidiaries (including any of its respective officers or directors) has taken or failed to take any action which would cause it to be in violation in any material violation respect of the Foreign Corrupt Practices Act of 1977, the U.K. Anti-Bribery Act of 2010, the Unfair Competition Prevention Act of Japan or any similar anti-bribery or anti-corruption Law of any similar Law of any other jurisdiction, in each case as amended, or any rules or regulations thereunder. None of the Company Riesling or any of its Subsidiaries or, to the Knowledge of the CompanyRiesling, any third party acting on behalf of the Company Riesling or any of its Subsidiaries, has offered, paid, promised to pay, or authorized, or will offer, pay, promise to pay, or authorize, directly or indirectly, the giving of money or anything of value to any Official, or to any other Person while knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Official, for the purpose of: (i) influencing any act or decision of such Official in his, her or its official capacity, including a decision to fail to perform his, her or its official duties or functions; or (ii) inducing such Official to use his, her or its influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authority, or to obtain an improper advantage in order to assist the CompanyRiesling, any of its Subsidiaries or any other Person in obtaining or retaining business for or with, or directing business to, the Company Riesling or any of its Subsidiaries. For purposes of this Agreement, an “Official” shall include any appointed or elected official, any government employee, any political party, party official, or candidate for political office, or any officer, director or employee of any Governmental Authority.

Illegal Payments. None of the Company Chardonnay or any of its Subsidiaries (including any of its respective officers or directors) has taken or failed to take any action which would cause it to be in violation in any material violation respect of the Foreign Corrupt Practices Act of 1977, the U.K. Anti-Bribery Act of 2010, the Unfair Competition Prevention Act of Japan or any similar anti-bribery or anti-corruption Law of any similar Law of any other jurisdiction, in each case as amended, or any rules or regulations thereunder. None of the Company Chardonnay or any of its Subsidiaries or, to the Knowledge of the CompanyChardonnay, any third party acting on behalf of the Company Chardonnay or any of its Subsidiaries, has offered, paid, promised to pay, or authorized, or will offer, pay, promise to pay, or authorize, directly or indirectly, the giving of money or anything of value to any Official, or to any other Person while knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Official, for the purpose of: (i) influencing any act or decision of such Official in his, her or its official capacity, including a decision to fail to perform his, her or its official duties or functions; or (ii) inducing such Official to use his, her or its influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authority, or to obtain an improper advantage in order to assist the CompanyChardonnay, any of its Subsidiaries or any other Person in obtaining or retaining business for or with, or directing business to, the Company Chardonnay or any of its Subsidiaries. For purposes of this Agreement, an “Official” shall include any appointed or elected official, any government employee, any political party, party official, or candidate for political office, or any officer, director or employee of any Governmental Authority.

Illegal Payments. None Neither Seller nor any of the Company or any of its Subsidiaries Acquired Companies (including any of its their respective officers officers, directors or directorsemployees) has taken taken, promised to take, or failed to take any action which would cause it to be in material violation of the Foreign Corrupt Practices Act of 1977, the U.K. Anti-Bribery Improper Solicitation and Graft Act of 2010Korea, the Unfair Competition Prevention Act of Japan or any similar anti-bribery or anti-corruption Law of or any similar Law of any other jurisdiction, in each case case, as amended, or any rules or regulations thereunder. None Neither Seller nor any of the Company or Acquired Companies (including any of its Subsidiaries ortheir respective officers, directors or employees), nor, to the Knowledge of the CompanySeller, any third party acting on behalf of the Company Seller or any of its Subsidiariesthe Acquired Companies, has offered, paid, promised to pay, or authorized, or will offer, pay, promise to pay, or authorize, authorize directly or indirectly, the giving of money or anything of value to any Official, or to any other Person while knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Official, for the purpose of: (i) influencing any act or decision of such Official in his, her or its official capacity, including a decision to fail to perform his, her or its official duties or functions; or (ii) inducing such Official to use his, her or its influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authority, or to obtain an improper advantage in order to assist the CompanySeller, any of its Subsidiaries the Acquired Companies or any other Person in obtaining or retaining business for or with, or directing business to, the Company Seller or any of its Subsidiariesthe Acquired Companies. For purposes of this Agreement, an “Official” shall include any appointed or elected official, any government employee, any political party, party official, or candidate for political office, or any officer, director or employee of any Governmental Authority.

Illegal Payments. None of the Company or any of its the Company Subsidiaries (including any of its respective officers or directors) has taken or failed to take any action which would cause it to be in material violation of the Foreign Corrupt Practices Act of 1977, the U.K. Anti-Bribery Act of 2010, the Unfair Competition Prevention Act of Japan or any similar anti-bribery or anti-corruption Law of any similar Law of any other jurisdiction, in each case as amended, or any rules or regulations thereunder. None of the Company or any of its the Company Subsidiaries or, to the Knowledge knowledge of the Company, any third party acting on behalf of the Company or any of its the Company Subsidiaries, has offered, paid, promised to pay, or authorized, or will offer, pay, promise to pay, or authorize, directly or indirectly, the giving of money or anything of value to any Official, or to any other Person while knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Official, for the purpose of: (i) influencing any act or decision of such Official in his, her or its official capacity, including a decision to fail to perform his, her or its official duties or functions; or (ii) inducing such Official to use his, her or its influence with any Governmental Authority Entity to affect or influence any act or decision of such Governmental AuthorityEntity, or to obtain an improper advantage in order to assist the Company, any of its the Company Subsidiaries or any other Person in obtaining or retaining business for or with, or directing business to, the Company or any of its the Company Subsidiaries. For purposes of this Agreement, an “Official” shall include any appointed or elected official, any government employee, any political party, party official, or candidate for political office, or any officer, director or employee of any Governmental AuthorityEntity.

Illegal Payments. None of the Company Seller, any Portfolio Entity, any of their respective subsidiaries or any officer, manager, employee or agent of its Subsidiaries either Seller or any Portfolio Entity or (including to Seller’s Knowledge) any of its their respective officers or directorsAffiliates, has ever (a) has taken or failed to take any action which would cause it to be in material violation of violated the U.S. Foreign Corrupt Practices Act of 1977(15 U.S.C. §§ 78 dd-1, et seq.), the U.K. Anti-UK Bribery Act of 2010, the Unfair Competition Prevention Act of Japan or any similar anti-bribery or applicable anti-corruption Law laws and regulations (collectively, the “Anti-Corruption Laws”); (b) offered, made or received on behalf of any similar Law of any other jurisdiction, in each case as amended, Seller or any rules or regulations thereunder. None of the Company Portfolio Entity or any of its Subsidiaries or, to the Knowledge their respective subsidiaries any payment or contribution of the Company, any third party acting on behalf of the Company or any of its Subsidiaries, has offered, paid, promised to pay, or authorized, or will offer, pay, promise to pay, or authorizekind, directly or indirectly, the giving including payments, gifts or gratuities (or promises thereof) of any money or anything of value value, to (i) any public official in violation of any Anti-Corruption Law or otherwise illegally to any Officialperson, or to (ii) any other Person while knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Official, public official for the purpose of: (i) of influencing any official act or decision of such official or inducing him or her to use his or her influence to affect any act or decision of such Official in hisa governmental authority, her or its official capacity, including a decision to fail to perform his, her or its official duties or functions; or (iiiii) any political party or official thereof or candidate for political office for the purpose of influencing any official act or decision of such party, official or candidate or inducing such Official party, official or candidate to use his, her or its influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authoritya governmental authority, or to obtain an improper advantage in the case of both (ii) and (iii) above in order to assist the CompanySeller, any Portfolio Entity or any of its Subsidiaries their respective Affiliates to obtain or retain business for, or direct business to, Seller, the any Portfolio Entity or any of their respective Affiliates, as applicable (in each case as it relates to the Projects); (c) established or maintained any unrecorded fund or asset for any purpose or made any false entries on the Books and Records of Seller or any Portfolio Entity or any of their respective subsidiaries for any reason; (d) paid or delivered any fee, commission or any other Person sum of money or item of property, however characterized, to any finder, agent, government official or other party, in obtaining the United States or retaining business for any other country, which in any manner relates to the assets of Seller or with, or directing business to, the Company any Portfolio Entity or any of its Subsidiariestheir respective subsidiaries, the business or operations of Seller or any Portfolio Entity or any of their respective subsidiaries which was illegal under any Laws of the United States or any other country having jurisdiction; or (d) made, requested, accepted, or retained any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds in violation of any law, rule or regulation, including Anti-Corruption Laws. For purposes There have never been any known or alleged violations, enforcement actions, penalties or threats of this Agreementpenalty, an “Official” shall include any appointed whistleblower reports, governmental investigations or elected officialaudits, voluntary disclosures to a government agency, or threatened or pending litigation relating to Anti-Corruption Laws, involving Seller, any government employeePortfolio Entity or (to Seller’s -50- MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (PROJECT BANG) Knowledge) any of their respective Affiliates, or (to Seller’s Knowledge) any employee or agent acting on behalf of Seller, any political party, party official, or candidate for political office, Portfolio Entity or any officerof their respective Affiliates. Seller, director or employee each Portfolio Entity and each of any Governmental Authoritytheir respective subsidiaries have been subject to and currently maintain an anti-corruption compliance program designed to detect and prevent violations of Anti-Corruption Laws.

Illegal Payments. None of the Company Saffron or any of its Subsidiaries (including any of its respective officers or directors) has taken or failed to take any action which would cause it to be in material violation of the Foreign Corrupt Practices Act of 1977, the U.K. Anti-Bribery Act of 2010, the Unfair Competition Prevention Act of Japan or any similar anti-bribery or anti-corruption Law of any similar Law of any other jurisdiction, in each case as amended, or any rules or regulations thereunder. None of the Company Saffron or any of its Subsidiaries or, to the Knowledge of the CompanySaffron, any third party acting on behalf of the Company Saffron or any of its Subsidiaries, has offered, paid, promised to pay, or authorized, or will offer, pay, promise to pay, or authorize, directly or indirectly, the giving of money or anything of value to any Official, or to any other Person while knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Official, for the purpose of: (i) influencing any act or decision of such Official in his, her or its official capacity, including a decision to fail to perform his, her or its official duties or functions; or (ii) inducing such Official to use his, her or its influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authority, or to obtain an improper advantage in order to assist the CompanySaffron, any of its Subsidiaries or any other Person in obtaining or retaining business for or with, or directing business to, the Company Saffron or any of its Subsidiaries. For purposes of this Agreement, an “Official” shall include any appointed or elected official, any government employee, any political party, party official, or candidate for political office, or any officer, director or employee of any Governmental Authority.