Common use of No Unlawful Payments Clause in Contracts

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries: (i) has used any funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for the Company or its subsidiaries; (iii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) or any other applicable anti-bribery or anti-corruption laws; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its affiliates have conducted their businesses in compliance with the FCPA and any applicable anti-bribery and anti-corruption laws or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries: (i) has used any funds for any unlawful contribution, gift, property, entertainment subsidiaries is aware of or other unlawful expense relating to political activity; (ii) has made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of valuehas, directly or indirectly, at any time during the past five years (A) made any unlawful contribution to any foreign candidate for public office, or domestic government official failed to disclose fully any contribution in violation of law, (B) made any payment to any U.S. Federal or employee to improperly influence official action state governmental officer or secure an improper advantage for official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the Company laws of the United States or its subsidiaries; any jurisdiction thereof, (iiiC) taken or is aware of or has taken any action, directly or indirectly, action that would result in a violation by such persons of any provision of the Foreign Corrupt Practices Act of 1977, FCPA (as amended, and the rules and regulations thereunder (collectively, the “FCPA”) or any other applicable anti-bribery or anti-corruption laws; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitdefined below), including, without limitation, making use of the mails or any rebatemeans or instrumentality of interstate commerce corruptly in furtherance of an offer, payoff, influence payment, kickback promise to pay or authorization of the payment of any money, or other unlawful property, gift, promise to give, or improper payment authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or benefit. The Company any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and the Company, its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and any applicable anti-bribery and anti-corruption laws or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith, or (D) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee affiliate or affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries: subsidiaries has (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, made or taken or will take any action an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for official, “foreign official” (as defined in the Company or its subsidiaries; (iii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption lawslaw; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit. The ; and the Company and its affiliates subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and any applicable anti-bribery have instituted, maintain and anti-corruption laws or regulations enforce, and have instituted will continue to maintain and maintain enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued compliance therewithwith all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiariessubsidiaries nor any director, officer, or employee of the Company nor, to the knowledge of the Company, any director, officer, agent, employee affiliate or affiliate person acting on behalf of the Company or any of its subsidiaries: , (i) has used any funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; , (ii) has made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for the Company or its subsidiaries; (iii) is aware of or has taken any action, directly or indirectly, indirectly that would result in a violation by such persons of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; , including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or any other applicable anti-bribery or anti-corruption laws or (iviii) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The benefit and the Company and its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and any all applicable anti-bribery and anti-corruption laws or regulations and have instituted instituted, and maintain and enforce, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee affiliate or affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries: subsidiaries has (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, made or taken or will take any action an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for official, “foreign official” (as defined in the Company or its subsidiaries; (iii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption lawslaw; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit. The ; and the Company and its affiliates subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and any applicable anti-bribery have instituted, maintain and anti-corruption laws or regulations enforce, and have instituted will continue to maintain and maintain enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued compliance therewithwith all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither neither the Company Issuer nor any member of its subsidiariesthe Group nor any director or officer of, nor, to the best of the knowledge of the CompanyIssuer (after due and careful enquiry), any director, officeremployee, agent, employee or affiliate of or other person associated with or acting on behalf of the Company Issuer or any member of its subsidiaries: the Group, (i) has used any funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has mademade or taken an act, taken in violation of any applicable anti-bribery or will take any action anti-corruption law or regulation, in furtherance of an offer, promise or authorisation of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government or regulatory official or employee to improperly influence employee, including of any government-owned or controlled entity or of a public international organisation, or any person acting in an official action capacity for or secure an improper advantage on behalf of any of the foregoing, or any political party or party official or candidate for the Company or its subsidiariespolitical office; (iii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) ), any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption lawslaw or regulation; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company ; and its affiliates the Issuer and every member of the Group have conducted their businesses in compliance with the FCPA and any other similar applicable anti-bribery and or anti-corruption laws law or regulations regulation of any such other jurisdiction and have instituted and maintain and enforce policies and procedures designed to ensurepromote and ensure compliance with, and which are reasonably expected to continue to ensureprevent violation of, continued compliance therewith.such laws, rules and regulations;

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee employee, affiliate or affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries: subsidiaries has (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, taken or will take any action in furtherance of made any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign European Union, Luxembourg, Argentine or domestic U.S. federal, state or local or other government official or employee to improperly influence official action or secure an improper advantage for the Company or its subsidiariesfrom corporate funds; (iii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) or any other applicable anti-bribery or anti-corruption laws; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit), including, without limitation, making use of the mails or any means of instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or other applicable laws, rules and regulations regarding illegal payments and corrupt practices; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitpayment. The Company and Company, its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA or other applicable laws, rules and any applicable anti-bribery regulations regarding illegal payments and anti-corruption laws or regulations corrupt practices and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Payments. Neither the Company nor any of its subsidiariessubsidiaries or affiliates, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries: (i) has used any funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for the Company or its subsidiaries; (iii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) ), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or constitute an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption laws; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its affiliates have conducted their businesses in compliance with the FCPA and any applicable anti-bribery and anti-corruption laws or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, norsubsidiaries or, to the knowledge of the CompanyCompany and the Operating Partnership, any director, officer, employee, agent, employee affiliate or affiliate other person acting on behalf of the Company or any of its subsidiaries: (i) has used any funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for the Company or its subsidiaries; (iii) subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) ), the U.K. Bribery Act of 2010, or any other applicable anti-bribery or antiand corruption laws and regulations (collectively, the “Anti-corruption laws; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitBribery and Corruption Laws”), including, without limitation, making use of the mails or any rebatemeans or instrumentality of interstate commerce corruptly in furtherance of an offer, payoff, influence payment, kickback promise to pay or authorization of the payment of any money, or other unlawful property, gift, promise to give, or improper payment authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or benefit. The any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or which payment, receipt or retention of funds is of a character required to be disclosed in the Registration Statement, any Preliminary Prospectus or the Prospectus, and the Company and, to the knowledge of the Company and the Operating Partnership, its affiliates have conducted their businesses in compliance with the FCPA and any applicable anti-bribery and anti-corruption laws or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. To the best of the Company’s knowledge and belief, no actions or investigations by any governmental or regulatory agency are ongoing or threatened against the Company or its subsidiaries, or any of their respective directors, officers or employees or anyone acting on their behalf in relation to a breach of the Anti-Bribery and Corruption Laws. The Company will not directly or indirectly use, lend or contribute the proceeds from the offering of securities hereunder for any purpose that would breach the Anti-Bribery and Corruption Laws.

No Unlawful Payments. Neither None of AHR, the Company nor any of its subsidiaries, nor, to the knowledge of the CompanyIssuer, any director, officer, agent, employee or affiliate of the Company Issuer Subsidiary or any of its subsidiaries: their respective officers, trustees, directors, agents, employees or affiliates purporting to act on behalf of AHR, the Issuer or any Issuer Subsidiary, has within the past five years, directly or indirectly, (i) has used any corporate funds for to make any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; , (ii) has made, made or taken or will take any action an act in furtherance of any direct or indirect unlawful paymentan offer, promise or authorization of any unlawful payment or benefit to payany domestic or foreign governmental official or employee, or authorization other person charged with similar public or approval of the payment quasi-public duties, other than payments required or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for the Company or its subsidiaries; allowed by applicable law (iii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of including the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder amended (collectively, the “FCPA”)), (iii) engaged in any transactions, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of AHR, (iv) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable anti-bribery or anti-corruption laws; law, or (ivv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company AHR, the Issuer and its affiliates the Issuer Subsidiaries have conducted their businesses in instituted, maintain and enforce, and reasonably expect to continue to maintain and enforce, policies and procedures to ensure compliance with the FCPA and any applicable anti-bribery and anti-corruption laws or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewithlaws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate controlled Affiliate of the Company or any of its subsidiaries: (i) has used any funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for the Company or its subsidiaries; (iii) subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectivelyFCPA, the “FCPA”) UK Bribery Act or any other applicable similar anti-bribery or anti-corruption laws; law applicable to the Company or (iv) has made, offered, agreed, requested or taken an act in furtherance any of any unlawful bribe or other unlawful benefitits subsidiaries as a result of their business activities, including, without limitation, making use of the mails or any rebatemeans or instrumentality of interstate commerce corruptly in furtherance of an offer, payoff, influence payment, kickback promise to pay or authorization of the payment of any money, or other unlawful property, gift, promise to give, or improper payment authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or benefit. The any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, the UK Bribery Act or any other similar anti-bribery or anti-corruption law applicable to the Company or any of its subsidiaries as a result of their business activities; and since January 1, 2012, the Company and its affiliates subsidiaries and, to the knowledge of the Company, its controlled Affiliates have conducted their businesses business in compliance with the FCPA FCPA, the UK Bribery Act and any applicable in all material respects, other similar anti-bribery and anti-corruption laws or regulations applicable to the Company and have instituted and its subsidiaries as a result of their business activities and, maintain policies and procedures designed to ensureprovide for, and which are reasonably expected to continue to ensureprovide for, continued compliance therewith.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its, his or her actions for, or on behalf of, the Company or any of its subsidiaries: , (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, taken or will take any action in furtherance of made any direct or indirect unlawful bribe, rebate, payoff, influence payment, promise to pay, kickback or authorization or approval of the other unlawful payment or giving of money, property, gifts or anything else of value, directly or indirectly, benefit to any “foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for official” (as defined in the Company or its subsidiaries; (iii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder amended (collectively, the “FCPA”)) or domestic government official; (iii) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption lawslaw; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its affiliates subsidiaries have conducted their businesses in instituted, maintained and enforced, and will continue to maintain and enforce policies and procedures reasonably designed to ensure compliance with the FCPA and any all applicable anti-bribery and anti-corruption laws or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewithlaws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee employee, affiliate or affiliate other person acting on behalf of the Company or any of its subsidiaries: , has authorized the giving of, offer or promise to give or (i) has used any funds for made any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, taken or will take any action in furtherance of made any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any domestic governmental official, “foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for official” (as defined in the Company or its subsidiaries; (iii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or employee; (iii) violated or is in violation of any other provision of the FCPA, UK Bribery Act, any applicable non-U.S. anti-bribery statute or anti-regulation or any locally applicable corruption laws; or (iv) has mademade any bribe, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful payment; or improper payment (v) received notice of any investigation, proceeding or benefit. The inquiry by any governmental agency, authority or body regarding any of the matters in clauses (i)-(iv) above; and the Company and its subsidiaries and, to the Company’s knowledge, the Company’s affiliates have conducted their respective businesses in compliance with the FCPA and any applicable anti-bribery and anti-corruption laws or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Payments. Neither the Company nor any of its subsidiariessubsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate when acting on behalf of the Company or any of its subsidiaries: , or controlled affiliate thereof has (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, made or taken or will take any action an act in furtherance of any direct or indirect unlawful paymentan offer, promise to pay, or authorization or approval of the any unlawful payment or giving of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee to improperly influence employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official action capacity for or secure an improper advantage on behalf of any of the foregoing, or any political party or party official or candidate for the Company or its subsidiariespolitical office; (iii) violated or is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and or the rules and regulations thereunder (collectively, the “FCPA”) ), the U.K. Xxxxxxx Xxx 0000, the Canadian Corruption of Foreign Public Officials Act or any other applicable anti-bribery corruption or anti-corruption lawsbribery statute or regulation of any jurisdiction in which the Company or any of its subsidiaries operate (collectively, the “Anti-Corruption Laws”); or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, in each case if such would result in a violation of any Anti-Corruption Laws. The Company and its affiliates subsidiaries have conducted their businesses in compliance with the FCPA and any applicable anti-bribery and anti-corruption laws or regulations and have instituted instituted, and maintain and enforce, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, promote continued compliance therewithwith the Anti-Corruption Laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor, to the knowledge best of the Company’s knowledge, any employee or agent of the Company, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any applicable law or of the character required to be disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus. Neither the Company nor, to the best of the Company’s knowledge, any director, officer, agent, employee employee, affiliate or affiliate other person acting on behalf of the Company or any has, in the course of its subsidiaries: actions for, or on behalf of, the Company (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense expenses relating to political activity; (ii) has made, taken or will take any action in furtherance of made any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for official, “foreign official” (as defined in the Company or its subsidiaries; (iii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or employee from corporate funds; (iii) violated or is in violation of any other provision of the FCPA or any applicable non-U.S. anti-bribery statute or anti-corruption lawsregulation; or (iv) has made, offered, agreed, requested or taken an act in furtherance of made any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, such foreign official or improper payment or benefit. The employee; and the Company and its and, to the best of the Company’s knowledge, the Company’s affiliates have conducted their respective businesses in compliance with the FCPA and any applicable anti-bribery and anti-corruption laws or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Payments. Neither None of AHR, the Company nor any of its subsidiaries, nor, to the knowledge of the CompanyIssuer, any director, officer, agent, employee or affiliate of the Company Issuer Subsidiary or any of its subsidiaries: their respective officers, trustees, directors, agents, employees or affiliates purporting to act on behalf of AHR, the Issuer or any Issuer Subsidiary, has within the past five years, directly or indirectly, (i) has used any corporate funds for to make any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; , (ii) has made, made or taken or will take any action an act in furtherance of any direct or indirect unlawful paymentan offer, promise or authorization of any unlawful payment or benefit to payany domestic or foreign governmental official or employee, or authorization other person charged with similar public or approval of the payment quasi-public duties, other than payments required or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for the Company or its subsidiaries; allowed by applicable law (iii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of including the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder amended (collectively, the “FCPA”)), (iii) engaged in any transactions, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of AHR, (iv) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable anti-bribery or anti-corruption laws; law, or (ivv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company AHR, the Issuer and its affiliates the Issuer Subsidiaries have conducted their businesses in instituted, maintain and enforce, and reasonably expect to continue to maintain and enforce, policies and procedures designed to ensure compliance with the FCPA and any applicable anti-anti- bribery and anti-corruption laws or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewithlaws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor, to the knowledge of the Company, any director, officer, agent, or employee or affiliate of the Company or any of its subsidiaries: , nor to the knowledge of the Company, any agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense expenses relating to political activity; (ii) has made, made or taken or will take any action act in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee to improperly influence official action employee, including of any government-owned or secure an improper advantage controlled entity or public international organization, or any political party, party official, or candidate for the Company or its subsidiariespolitical office; (iii) violated or is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder amended (collectively, the “FCPA”) ), the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption lawslaw; or (iv) has made, offered, agreedauthorized, requested requested, or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s controlled affiliates have conducted their respective businesses in compliance with the FCPA and any applicable anti-bribery and anti-corruption laws or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. Except as otherwise disclosed in the Registration Statement, General Disclosure Package or Prospectus, neither the Company nor any of its subsidiaries nor, to the best of the Company’s knowledge, any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, such Selling Stockholder nor, with respect to the knowledge of Selling Stockholders other than Xxxx Xxxxxxxx Xxxxx and Xxxxxx Xxxxx Plana (the Company“Management Selling Stockholders”), any director, officer, agent, manager or employee or affiliate of the Company or any of its subsidiaries: such Selling Stockholder has (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, made or taken or will take any action an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, benefit to any foreign or domestic government official or employee to improperly influence employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official action capacity for or secure an improper advantage on behalf of any of the foregoing, or any political party or party official or candidate for the Company or its subsidiariespolitical office; (iii) violated or is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and or any applicable law or regulation implementing the rules and regulations thereunder (collectivelyOECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the “FCPA”) Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption lawslaw, in each case, as applicable to such Selling Stockholder; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Such Selling Stockholder, with respect to the Selling Stockholders other than the Management Selling Stockholders, has instituted, and its affiliates have conducted their businesses in will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the FCPA and any all applicable anti-bribery and anti-corruption laws or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewithlaws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries: subsidiaries has (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, taken or will take any action in furtherance of made any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for the Company or its subsidiariesfrom corporate funds; (iii) violated or is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and or any applicable law or regulation implementing the rules and regulations thereunder (collectivelyOECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the “FCPA”) Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption lawslaw; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitbenefit (in each of clauses (i), (ii), (iii) and (iv), with such exceptions as are not material). The Company and its affiliates subsidiaries have conducted their businesses in instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the FCPA and any all applicable anti-bribery and anti-corruption laws laws. No part of the proceeds of the offering will be used, directly or indirectly, in violation of the Foreign Corrupt Practices Act of 1977 or the Xxxxxxx Xxx 0000 of the United Kingdom, each as may be amended, or any other applicable anti-bribery or anti-corruption law of any other relevant jurisdiction, or the rules or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewiththereunder.

No Unlawful Payments. Neither None of the Company nor Company, any of its subsidiaries, subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or controlled affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries: subsidiaries has (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, taken or will take any action in furtherance of made any direct or indirect unlawful offer, payment, promise to pay, or authorization or approval of the payment payment, giving or giving receipt of money, property, gifts or anything else of value, directly or indirectly, value to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for the Company or its subsidiariesfrom corporate funds; (iii) violated or is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the Foreign Corrupt Practices Act of 1977, as amendedthe OECD convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and the rules and regulations thereunder Bribery Act of 2010 of the United Kingdom or any other anti-bribery, anti-corruption or other similar law applicable to any jurisdiction where the Company or any of its subsidiaries conducts business (collectively, the “FCPAAnti-Bribery Laws”) or any other applicable anti-bribery or anti-corruption laws); or (iv) has made, offered, agreed, requested or taken an act in furtherance of made any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful payment; or improper payment (v) been found guilty of any violation, or benefitbeen subject to any action, under Anti-Bribery Laws, pending or threatened, in any jurisdiction where the Company or any of its subsidiaries conducts business. The Company and its affiliates have conducted their businesses in subsidiaries instituted, maintained and enforced, and intend to continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the FCPA and any all applicable anti-bribery and anti-corruption anticorruption laws or regulations and have instituted and maintain conducted their business in compliance with such policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewithprocedures.

No Unlawful Payments. Neither the Company nor any of its subsidiariessubsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee affiliate or affiliate other person associated with and acting on behalf of the Company or any of its subsidiaries: subsidiaries has (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; expense, (ii) has made, taken violated or will take any action is in furtherance of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for the Company or its subsidiaries; (iii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) ), the U.K. Bxxxxxx Xxx 0000, Sections 291 and 200X Xxxxxxx Penal Law 5737-1977, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption laws; law, (iii) made or taken an act in furtherance of an offer, promise or authorization of any direct unlawful payment or benefit to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in violation of the FCPA or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its affiliates subsidiaries have conducted their businesses in instituted, maintained and enforced, and will continue to maintain and enforce policies and procedures reasonably designed to promote and achieve compliance with the FCPA and any all applicable anti-bribery and anti-corruption laws or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewithlaws.

No Unlawful Payments. Neither None of the Company nor Company, the Operating Partnership, any of its their respective subsidiaries, noror, to the knowledge of the Company, Company and the Operating Partnership any directortrustee, officer, director, agent, employee employee, affiliate or affiliate other person acting on behalf of the Company Company, the Operating Partnership or any of its subsidiaries: (i) has used any funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for the Company or its subsidiaries; (iii) their respective subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) or any other applicable anti-bribery or anti-corruption laws; law or regulation (iv) has madecollectively, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitthe “Anti-Corruption Laws”), including, without limitation, making use of the mails or any rebatemeans or instrumentality of interstate commerce corruptly in furtherance of an offer, payoff, influence payment, kickback promise to pay or authorization of the payment of any money, or other unlawful property, gift, promise to give, or improper payment authorization of the giving of anything of value to any “foreign official” (as such term is defined in the Anti-Corruption Laws) or benefit. The any foreign political party or official thereof or any candidate for foreign political office, in contravention of the Anti-Corruption Laws and the Company, the Operating Partnership and their respective subsidiaries and, to the knowledge of the Company and its the Operating Partnership, their respective affiliates have conducted their businesses in compliance with the FCPA and any applicable antiAnti-bribery and anti-corruption laws or regulations Corruption Laws and have instituted instituted, maintain and maintain enforce policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. None of the Company, the Operating Partnership or any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the Anti-Corruption Laws or any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor any director or officer nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or affiliate other person acting on behalf of or associated with the Company or any of its subsidiaries: , has (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) has made, made or taken or will take any action an act in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, benefit to any domestic governmental official, “foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for official” (as defined in the Company or its subsidiaries; (iii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or employee; (iii) violated or is in violation of any other provision of the FCPA, UK Bribery Act, any applicable non-U.S. anti-bribery statute or anti-regulation or any locally applicable corruption laws; or (iv) has mademade any bribe, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful payment; or improper payment (v) received notice of any investigation, proceeding or benefit. The inquiry by any governmental agency, authority or body regarding any of the matters in clauses (i)-(iv) above; and the Company and its subsidiaries and, to the Company’s knowledge, the Company’s affiliates have conducted their respective businesses in compliance with the FCPA and any applicable anti-bribery and bribery/anti-corruption laws or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Payments. Neither the Company nor any of its subsidiariesSubsidiaries, nor any director or officer of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or affiliate other person associated with, performing a service for or otherwise acting on behalf of the Company or any of its subsidiaries: Subsidiaries or any of its or their directors or officers has in the past five years (i) has used any funds for made, offered, promised or authorized any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity(or taken any act in furtherance thereof); (ii) has made, taken offered, promised or will take any action in furtherance of authorized any direct or indirect unlawful payment, promise to pay, ; or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for the Company or its subsidiaries; (iii) violated or is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and or the rules and regulations thereunder (collectivelythereunder, the “FCPA”) Bribery Act 2010 of the United Kingdom or any other applicable anti-corruption, anti-bribery or antirelated law, statute or regulation (collectively, “Anti-corruption lawsCorruption Laws”); or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The the Company and its affiliates Subsidiaries have conducted their businesses in compliance with the FCPA and any applicable antiAnti-bribery and anti-corruption laws or regulations Corruption Laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to ensurepromote and achieve compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its Subsidiaries will use, and which are reasonably expected directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to continue pay, or authorization of the payment or giving of money, or anything else of value, to ensure, continued compliance therewithany person in violation of Anti-Corruption Laws.

No Unlawful Payments. Neither the Company nor any of its subsidiariesSubsidiaries, nor any director or officer of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or affiliate other person associated with, performing a service for or otherwise acting on behalf of the Company or any of its subsidiaries: Subsidiaries or any of its or their directors or officers has in the past five years (i) has used any funds for made, offered, promised or authorized any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity(or taken any act in furtherance thereof); (ii) has made, taken offered, promised or will take any action in furtherance of authorized any direct or indirect unlawful payment, promise to pay, ; or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee to improperly influence official action or secure an improper advantage for the Company or its subsidiaries; (iii) violated or is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and or the rules and regulations thereunder (collectivelythereunder, the “FCPA”) Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-corruption, anti-bribery or antirelated law, statute or regulation (collectively, “Anti-corruption lawsCorruption Laws”); or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The the Company and its affiliates Subsidiaries have conducted their businesses in compliance with the FCPA and any applicable antiAnti-bribery and anti-corruption laws or regulations Corruption Laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to ensurepromote and achieve compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its Subsidiaries will use, and which are reasonably expected directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to continue pay, or authorization of the payment or giving of money, or anything else of value, to ensure, continued compliance therewithany person in violation of Anti-Corruption Laws.