Common use of Anti-Bribery Laws Clause in Contracts

Anti-Bribery Laws. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiary, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither the Company nor any Subsidiary Issuer, the Subsidiaries nor, to the knowledge Best of the CompanyIssuer’s Knowledge, the JV Entities and any director, officer, employee, consultant, representative or agent of the foregoing, has has: (i) violated any anti-anti- bribery or anti-corruption laws applicable to the Company or any SubsidiaryIssuer, Subsidiaries, and JV Entities including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada), Act; or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest valuevalue to: (XA) to any Government Officialgovernment official, whether directly or through any other person, for the purpose of of: (1) influencing any act or decision of a Government Official government official in his or her official capacity; (2) inducing a Government Official government official to do or omit to do any act in violation of his or her lawful duties; (3) securing any improper advantage; (4) inducing a Government Official government official to influence or affect any act or decision of any Governmental EntityAuthority; or (5) assisting any representative of the Company Issuer, Subsidiaries or any Subsidiary to the Best of the Issuer’s Knowledge, the JV Entities in obtaining or retaining business for or with, or directing business to, any person; or (YB) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary Issuer, the Subsidiaries nor, to the knowledge Best of the CompanyIssuer’s Knowledge, the JV Entities and any director, officer, employee, consultant, representative or agent of the foregoing, has has: (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any SubsidiaryIssuer, a subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, ; or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-anti- corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither (a) In the Company nor any Subsidiary norpast five (5) years, each of the Company, its Subsidiaries, and their respective directors and officers, and, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent the Employees and Representatives of the foregoingCompany and its Subsidiaries, has (i) violated any anti-bribery or anti-corruption laws applicable to the extent acting on behalf of the Company or any Subsidiaryof its Subsidiaries, are, and at all times have been, in compliance with all applicable Laws related to anti-bribery and anti-corruption of each jurisdiction in which the Company and its Subsidiaries operates or have operated, including but not limited to the United States Foreign Corrupt Practices Act of 1977to, as amended, and the Corruption of Foreign Public Officials Act (Canada), or the Criminal Code (iiCanada) offeredif applicable, paidthe U.S. Foreign Corrupt Practices Act of 1977, promised to payas amended, or authorized (collectively, “Anti-Bribery Laws”). In the payment past five (5) years, none of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary of its Subsidiaries, nor any of their respective directors and officers, nor, to the knowledge of the Company, any directorof their respective Employees or Representatives, officer, employee, consultant, representative or agent to the extent acting on behalf of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Subsidiaryof its Subsidiaries, have directly or indirectly, (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any directorcontribution, officerexpense, employeepayment or gift of funds, consultantproperty or anything else of value to or for the use or benefit of any Government Official for the purpose of securing action or inaction or a decision of a Governmental Entity or a Government Official, representative influence over such action, inaction or agent of the foregoing violated such laws decision, or committed obtaining any material wrongdoingimproper advantage, or (ii) made a voluntarytaken any action which is or would be otherwise inconsistent with or prohibited by the Anti-Bribery Laws. Each of the Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure continued compliance with Anti-Bribery Laws. In the past six (6) years, directedthere has been no suit, action, allegation, voluntary disclosure, investigation (including any internal investigation), inquiry, litigation or involuntary disclosure to Proceeding by or before any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case any arbitrator involving Company or any of its Subsidiaries with respect to any alleged act the Anti-Bribery Laws and, to the knowledge of the Company, there are no circumstances likely to lead or omission arising under or relating give rise to non-compliance with any such lawssuit, action, voluntary disclosure, investigation, inquiry, litigation or received any notice, request, or citation from any person alleging non-compliance with any such lawsProceeding.

Anti-Bribery Laws. Neither the Company nor any Subsidiary nor, nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-anti bribery or anti-corruption laws applicable to the Company or any Subsidiaryand the Subsidiaries, including but not limited to Canada's Corruption of Foreign Public Officials Act, or the United States Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (XA) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company or any Subsidiary the Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (YB) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (ix) conducted or initiated any review, audit, or internal investigation that concluded the Company or any SubsidiaryCompany, a subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (iiy) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither the Company Corporation nor any Subsidiary subsidiary nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company Corporation or any Subsidiarysubsidiary, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other personPerson, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company Corporation or any Subsidiary subsidiary in obtaining or retaining business for or with, or directing business to, any personPerson; or (Y) to any person Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Corporation nor any Subsidiary subsidiary nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company Corporation or any Subsidiarysubsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-non- compliance with any such laws, or received any notice, request, or citation from any person Person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiary, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-anti- corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither the Company Asanko nor any Subsidiary nor, its Subsidiaries nor to the knowledge of the CompanyAsanko, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any SubsidiaryAsanko and its Subsidiaries, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, 1977 and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (XA) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company Asanko or any Subsidiary its Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (YB) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Asanko nor any Subsidiary norits Subsidiaries nor to, to the knowledge of the CompanyAsanko, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any SubsidiaryAsanko, an Asanko Subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing applicable anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither the Company Corporation nor any Subsidiary nor, nor to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any SubsidiaryCorporation and the Subsidiaries, including but not limited to Canada’s Corruption of Foreign Public Officials Act or the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company Corporation or any Subsidiary the Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Corporation nor any Subsidiary nor, the Subsidiaries nor to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any SubsidiaryCorporation, a subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither the Company CIVC nor any Subsidiary nor, CIVC Subco nor to the knowledge of the CompanyCIVC, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-anti- bribery or anti-corruption laws applicable to the Company CIVC or any SubsidiaryCIVC Subco, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other personPerson, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company CIVC or any Subsidiary CIVC Subco in obtaining or retaining business for or with, or directing business to, any personPerson; or (Y) to any person Person, in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company CIVC nor any Subsidiary nor, CIVC Subco nor to the knowledge of the CompanyCIVC, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company CIVC or any Subsidiary, CIVC Subco or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person Person alleging non-compliance with any such lawsLaws.

Anti-Bribery Laws. Neither the Company No Group Company, nor any Subsidiary norof their respective officers, to the knowledge directors, employees, representatives, agents, consultants, or distributors who perform or have performed services for or on behalf of the Companyany Group Company (“Associated Person”), any director, officer, employee, consultant, representative directly or agent of the foregoing, has indirectly: (i) has used or is using any funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has used or is using any funds for any direct or indirect unlawful payment to any foreign or domestic Government Official; (iii) has violated or is violating any anti-bribery or anti-corruption laws applicable to the Company provision of, or any Subsidiaryrule or regulation issued or has at any time engaged in any activity, including but not limited to practice or conduct which would constitute an offense under, (A) the United States U.S. Foreign Corrupt Practices Act of 1977, as amended15 U.S.C. §§ 78dd-1, and et seq., (B) the Corruption of Foreign Public Officials Act U.S. Travel Act, 18 U.S.C. § 1952, (CanadaC) the UK Xxxxxxx Xxx 0000 (the “Bribery Act”), or (iiD) offeredany other law, paidrule, regulation, or other legally binding measure of any foreign or domestic jurisdiction of similar effect or that relates to bribery or corruption (collectively, “Anti-Bribery Laws”); (iv) has failed to maintain complete and accurate books and records as required by applicable Anti-Bribery Laws; (v) has established or maintained, or is maintaining, any unlawful fund of corporate monies or other properties; (vi) has made, offered to make, promised to paymake, ratified or authorized the payment or giving, directly or indirectly, of any moneyunlawful bribe, rebate, payoff, influence payment, kickback or offeredother unlawful payment, given, promised to give, gift or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) value to any Government Official, whether directly a foreign or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a domestic Government Official to do secure or omit attempt to do secure any act improper business advantage (within the meaning of such term under any applicable Anti-Bribery Law) or to obtain or retain business; (vii) has been subjected to any investigation by any Governmental Authority with regard to any alleged or reported violation of any applicable Anti-Bribery Law; or (viii) has otherwise taken any action that has caused, or would reasonably be expected to cause any Group Company to be in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of applicable Anti-Bribery Law. To the Company or any Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, to the knowledge Knowledge of the Company, any director, officer, employee, consultant, representative or agent no Associated Person has bribed another person (within the meaning given in section 7(3) of the foregoingBribery Act) intending to obtain or retain business or an advantage in the conduct of business for a Group Company No Group Company nor any Associated Person is or for the period after January 1, 2008, has (i) conducted been the subject of any investigation, inquiry or initiated enforcement proceedings by any reviewgovernmental, audit, administrative or internal investigation that concluded the Company regulatory body or any Subsidiary, customer regarding any offense or alleged offense under the Bribery Act or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or other anti-corruption lawsLaws, in each case with respect and no such investigation inquiry or proceedings have been threatened or are pending and to the Knowledge of the Company there are no circumstances likely to give rise to any alleged act such investigation, inquiry or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsproceedings.

Anti-Bribery Laws. Neither the Company Since January 1, 2016, neither Schyan nor any Subsidiary nor, Subco nor to the knowledge Knowledge of the CompanySchyan, any director, officer, employee, consultant, representative employee or agent consultant of the foregoing, has (i) violated any anti-bribery or anti-corruption laws Laws applicable to the Company Schyan or any SubsidiarySubco, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityGovernment Authority; or assisting any representative of the Company Schyan or any Subsidiary Subco in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person person, in a manner which would that is reasonably likely to constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Schyan nor any Subsidiary nor, Subco nor to the knowledge Knowledge of the CompanySchyan, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company Schyan or any Subsidiary, Subco or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws Laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Government Authority responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsLaws.

Anti-Bribery Laws. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-anti- bribery or anti-corruption laws applicable to the Company or any Subsidiary, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither IMS Health and its Affiliates, directors, officers and employees have complied in all material respects with the Company nor FCPA, the Anti-Kickback Act of 1986, as amended, the U.K. Xxxxxxx Xxx 0000, as amended, the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Officials in International Business Transactions and all legislation implementing such convention and all other international anti-bribery conventions, and all other anti-corruption and bribery Laws (including any Subsidiary norapplicable written standards, requirements, directives or policies of any Governmental Entity) (collectively, the “Anti-Bribery Laws”). IMS Health and its Affiliates have developed and implemented an Anti-Bribery Law compliance program which includes corporate policies and procedures designed to ensure compliance in all material respects with the Anti-Bribery Laws. Except for “facilitating payments” (as such term is defined in the FCPA and other applicable Laws), to the knowledge of IMS Health, neither IMS Health nor any of its Affiliates, directors, officers, employees, agents or other representatives acting on its behalf have directly or indirectly (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the CompanyUnited States or any other country, that was illegal under any applicable Law, (c) made any payment to any customer or supplier, or to any officer, director, joint venture partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees or unlawful rebating of charges, (d) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, employeedirector, consultantjoint venture partner, representative employee or agent of the foregoingcustomer or supplier, has or (ie) violated taken any anti-bribery action or anti-corruption laws made any omission in violation of any applicable to the Company Law governing imports into or any Subsidiary, including but not limited to exports from the United States Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary in obtaining or retaining business for or withforeign country, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-economic sanctions or embargoes, corrupt practices, money laundering or compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsunsanctioned foreign boycotts.

Anti-Bribery Laws. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, its Subsidiaries nor any director, officer, employee, consultant, representative representative, affiliate or agent of the foregoing, has Company or its Subsidiaries has: (i) violated any anti-bribery the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) or anti-corruption laws applicable to the Company or any Subsidiary, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations promulgated thereunder (the Corruption of Foreign Public Officials Act (Canada)“FCPA”) or other applicable anti-corruption laws, or (ii) offered, paid, promised to pay, pay or authorized the payment of any money, or offeredother property, givengift, promised promise to give, or authorized authorization of the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) value to any Government Official“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, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative contravention of the Company or any Subsidiary in obtaining or retaining business for or withFCPA, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, CFPOA or other unlawful or improper means of obtaining business or any improper advantageapplicable anti-corruption law. The Company and its Subsidiaries have conducted their businesses in compliance with the FCPA, the CFPOA and other applicable anti-corruption laws. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, its subsidiaries nor any director, officer, employee, consultant, representative representative, affiliate or agent of the foregoing, has Company or its subsidiaries has: (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or Company, any Subsidiarysubsidiary, or any director, officer, employee, consultant, representative representative, affiliate or agent of the foregoing Company or any subsidiary violated such laws or committed any material wrongdoing, ; or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance noncompliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.;

Anti-Bribery Laws. Neither the Company Corporation nor any Subsidiary nor, the Material Subsidiaries nor to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any SubsidiaryCorporation and the Material Subsidiaries, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company Corporation or any Subsidiary the Material Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute a violation or have the purpose or effect of public violating any anti-bribery or commercial bribery, or anti-corruption laws applicable to the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantageCorporation and the Material Subsidiaries. Neither the Company Corporation nor any Subsidiary nor, the Material Subsidiaries nor to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any SubsidiaryCorporation, a Material Subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoinglaws, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-non- compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.;

Anti-Bribery Laws. Neither the Company Bayswater nor any Subsidiary nor, Bayswater Subco nor to the knowledge of the CompanyBayswater, any director, officer, employee, consultant, representative employee or agent consultant of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company Bayswater or any SubsidiaryBayswater Subco, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company Bayswater or any Subsidiary Bayswater Subco in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person person, in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Bayswater nor any Subsidiary nor, Bayswater Subco nor to the knowledge of the CompanyBayswater, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company Bayswater or any Subsidiary, Bayswater Subco or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsLaws.

Anti-Bribery Laws. Neither the Company nor Corporation, any Subsidiary of the Material Subsidiaries, any of the Non-Materials Subsidiaries, nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative representative, agent or agent associate of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company Corporation, the Material Subsidiaries or any Subsidiarythe Non-Material Subsidiaries, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company Corporation, the Material Subsidiaries or any Subsidiary the Non-Material Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Corporation, the Material Subsidiaries nor any Subsidiary nor, the Non-Material Subsidiaries nor to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative representative, agent or agent associate of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Corporation, a Material Subsidiary, a Non-Material Subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.;

Anti-Bribery Laws. Neither the Company Corporation nor any Subsidiary nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any SubsidiaryCorporation and the Subsidiaries, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, 1977 and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of of, any money, or offered, given, promised to give, or authorized the giving of of, anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company Corporation or any Subsidiary the Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute constitute, or have the purpose or effect of of, public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Corporation nor any Subsidiary the Subsidiaries, nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.has

Anti-Bribery Laws. Neither the Company Mezzotin nor any Subsidiary nor, Mezzotin Group Member nor to the knowledge of the CompanyMezzotin, any director, officer, employee, consultant, representative employee or agent consultant of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company Mezzotin or any SubsidiaryMezzotin Group Member, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other personPerson, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company Mezzotin or any Subsidiary Mezzotin Group Member in obtaining or retaining business for or with, or directing business to, any personPerson; or (Y) to any person Person, in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Mezzotin nor any Subsidiary nor, Mezzotin Group Member nor to the knowledge of the CompanyMezzotin, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company Mezzotin or any Subsidiary, Mezzotin Group Member or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsLaws.

Anti-Bribery Laws. Neither the Company nor any Subsidiary nor, the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiaryand the Subsidiaries, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company or any Subsidiary the Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any SubsidiaryCompany, a Subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.;

Anti-Bribery Laws. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiary, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other personPerson, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary in obtaining or retaining business for or with, or directing business to, any personPerson; or (Y) to any person Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-non- compliance with any such laws, or received any notice, request, or citation from any person Person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither the Company Corporation nor any Subsidiary nor, the Material Subsidiaries nor to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any SubsidiaryCorporation and the Material Subsidiaries, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company Corporation or any Subsidiary the Material Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Corporation nor any Subsidiary nor, the Material Subsidiaries nor to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any SubsidiaryCorporation, a Material Subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.;

Anti-Bribery Laws. Neither the Company nor any Subsidiary nor, the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiaryand the Subsidiaries, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityGovernment Agency; or assisting any representative of the Company or any Subsidiary the Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any SubsidiaryCompany, a Subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Government Agency responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither the Company Corporation nor any Subsidiary nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company Corporation or any Subsidiary, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company Corporation or any Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Corporation nor any Subsidiary nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company Corporation or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither the Company nor any Subsidiary Corporation, the Subsidiaries nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any SubsidiaryCorporation and the Subsidiaries, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (XA) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company Corporation or any Subsidiary the Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (YB) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary Corporation, the Subsidiaries nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any SubsidiaryCorporation, a Subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-anti- corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.;

Anti-Bribery Laws. Neither The Company has not received any written communication from any Governmental Authority that alleges that the Company nor Company, or any Subsidiary norcurrent or former employee, agent, representative, sales person or consultant thereof, is or may be, in material violation of, or has, or may have, any material Liability under, Anti-Bribery Laws in relation to the Company’s Business, and, to the knowledge Knowledge of the Company, any director, officer, employee, consultant, representative no such potential violation of Anti-Bribery Laws has been discovered by or agent brought to the attention of the foregoingCompany at any time during the past five years. The Company has no pending or anticipated disclosures to any Governmental Authority for potential violations of Anti-Bribery Laws. The Company has not, has (i) violated any anti-bribery or anti-corruption laws applicable nor to the Company Company’s Knowledge has, any of their respective current or any Subsidiaryformer officers, including but not limited to the United States Foreign Corrupt Practices Act of 1977directors, as amendedemployees, and the Corruption of Foreign Public Officials Act (Canada)contractors, subcontractors, leased employees, consultants, agents or (ii) representatives, directly or indirectly, offered, paidgiven, reimbursed, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment with a value in excess of one hundred dollars ($100.00) in the aggregate to any one individual in any year) or any commission payment payable to (i) any Person who is an official, officer, agent, employee or representative of any moneyGovernmental Authority or of any existing or prospective customer (whether or not owned by a Governmental Authority), (ii) any political party or official thereof, (iii) any candidate for political office or political party office or (iv) any other Person affiliated with any such customer, political party or official or political office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, promised reimbursed, paid or promised, directly or indirectly, for purposes not allowable under the Anti-Bribery Laws, to giveany such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or authorized other Person affiliated with any such customer, political party or official or political office. For the giving purposes of anything this Section of valuethe Agreement, that goes beyond what is reasonable “Anti-Bribery Laws” shall mean the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., the Anti-Kickback Act of 1986, the UK Bribery Act of 2010, the Organization for Economic Cooperation and customary and/or Development Convention Against Bribery of modest value: Foreign Public Officials in International Business Transactions and legislation implementing such convention, all other international anti-bribery conventions and all applicable anti-corruption or bribery Laws (X) to including any Government Officialapplicable written statements, whether directly requirements, directives or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision policies of any Governmental Entity; or assisting Authority) in any representative jurisdiction in which the Company has conducted its business. Except as set forth in Section 4.30 of the Disclosure Schedules, the Company has not sold, directly or any Subsidiary in obtaining or retaining business for or with, or directing business toindirectly, any person; or (Y) Company Product to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsforeign Person.

Anti-Bribery Laws. Neither the Company Graphite nor any Subsidiary nor, Graphite Subco nor to the knowledge of the CompanyGraphite, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company Graphite or any SubsidiaryGraphite Subco, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company Graphite or any Subsidiary Graphite Subco in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person person, in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Graphite nor any Subsidiary nor, Graphite Subco nor to the knowledge of the CompanyGraphite, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company Graphite or any Subsidiary, Graphite Subco or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsLaws.

Anti-Bribery Laws. Neither Since January 1, 2012, the Company nor any Subsidiary norRepresenting Party and its Affiliates and the directors, to the knowledge officers and employees of the Company, any director, officer, employee, consultant, representative or agent of Representing Party and its Affiliates have complied in all material respects with the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiary, including but not limited to the United States Foreign Corrupt Practices Act of 1977, the Anti-Kickback Act of 1986, as amended, the U.K. Xxxxxxx Xxx 0000, as amended, the Organization for Economic Cooperation and the Corruption Development Convention Against Bribery of Foreign Public Officials Act in International Business Transactions and all legislation implementing such convention and all other international anti-bribery conventions, and all other anti-corruption and bribery Laws (Canada)including any applicable written standards, requirements, directives or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision policies of any Governmental Entity; or assisting any representative ) (collectively, the “Anti-Bribery Laws”). The Representing Party and its Affiliates have developed and implemented an Anti-Bribery Law compliance program which includes corporate policies and procedures intended to ensure compliance in all material respects with the Anti-Bribery Laws. Since January 1, 2012, none of the Company Representing Party or any Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, its Affiliates or the acceptance directors, officers, employees, agents or other representatives acting on behalf of the Representing Party or acquiescence its Affiliates have directly or indirectly, in extortionany material respect, kickbacks(a) violated any Anti-Bribery Law, (b) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful or improper means of obtaining business expenses relating to political activity, (c) violated the Anti-Bribery Laws or any improper advantage. Neither the Company nor other Laws by offering, promising, paying or delivering any Subsidiary norfee, commission or other sum of money or item of value, however characterized, to the knowledge any governmental officials, employees of the CompanyGovernmental Entities or political entities, or family members of such persons, or any finder, agent or other party acting on behalf of an employee or official of Governmental Entity or political entity or Governmental Entity or political entity, political agency, department, enterprise or instrumentality, (d) violated any Law by making any payment to any customer or supplier, or to any officer, director, joint venture partner, employee or agent of any such customer or supplier, for the sharing of fees or unlawful rebating of charges, (e) violated any Law by engaging in any other reciprocal practice, or making any other payment or giving any other consideration to any such customer or supplier or any such officer, employeedirector, consultantjoint venture partner, representative employee or agent of the foregoing, has customer or supplier or (if) conducted violated any Law governing imports into or initiated any review, audit, or internal investigation that concluded exports from the Company United States or any Subsidiaryforeign country, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-economic sanctions or embargoes, corrupt practices, money laundering or compliance with unsanctioned foreign boycotts by taking any such lawsaction or making any omission. Neither the Representing Party nor its Affiliates have received any notice or inquiry, or received made any notice, request, disclosure to a Governmental Entity concerning any actual or citation from any person alleging nonpotential violation or wrongdoing related to Anti-compliance with any such lawsBribery Laws.

Anti-Bribery Laws. Neither the Company nor any Subsidiary Corporation, its subsidiaries nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any SubsidiaryCorporation and its subsidiaries, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (XA) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company Corporation or any Subsidiary its subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (YB) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary Corporation, its subsidiaries nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any SubsidiaryCorporation, a subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-anti- corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.;

Anti-Bribery Laws. Neither the Company nor any Subsidiary nor, the Material Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiaryand the Material Subsidiaries, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (Xx) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company or any Subsidiary the Material Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (Yy) to any person in a manner which would constitute a violation or have the purpose or effect of public violating any anti-bribery or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither anti-corruption laws applicable to the Company nor any Subsidiary norand the Material Subsidiaries. The Company and its Material Subsidiaries and, to the knowledge of the Company, any directorthe Company’s affiliates, officer, employee, consultant, representative or agent have conducted their respective businesses in compliance with all applicable provisions of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing applicable anti-corruption and anti-bribery or anti-corruption lawsstatutes and regulations, in each case with respect and have instituted and maintain policies and procedures designed to any alleged act or omission arising under or relating ensure, and which are reasonably expected to non-ensure, continued compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such lawstherewith.

Anti-Bribery Laws. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws Laws applicable to the Company or any Subsidiary, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws Laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsLaws.

Anti-Bribery Laws. Neither the Company Fortify nor any Subsidiary nor, Fortify Subco nor to the knowledge of the CompanyFortify, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company Fortify or any SubsidiaryFortify Subco, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityAuthority; or assisting any representative of the Company Fortify or any Subsidiary Fortify Subco in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person person, in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Fortify nor any Subsidiary nor, Fortify Subco nor to the knowledge of the CompanyFortify, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company Fortify or any Subsidiary, Fortify Subco or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-compliance with any such lawsLaws.

Anti-Bribery Laws. Neither the Company nor any Material Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery anti -bribery or anti-corruption laws applicable to the Company or any Material Subsidiary, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other personPerson, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Material Subsidiary in obtaining or retaining business for or with, or directing business to, any personPerson; or (Y) to any person Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Material Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Material Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-non- compliance with any such laws, or received any notice, request, or citation from any person Person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither the Company Corporation nor any Subsidiary nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company Corporation or any Subsidiarythe Subsidiaries, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada)) and U.S. Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other personPerson, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company Corporation or any Subsidiary in obtaining or retaining business for or with, or directing business to, any personPerson; or (Y) to any person Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Corporation nor any Subsidiary nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company Corporation or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person Person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither the Company Corporation nor any Subsidiary nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company Corporation or any Subsidiarythe Subsidiaries, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada)) and the U.S. Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other personPerson, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company Corporation or any Subsidiary in obtaining or retaining business for or with, or directing business to, any personPerson; or (Y) to any person Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Corporation nor any Subsidiary nor, to the knowledge of the CompanyCorporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company Corporation or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person Person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither the Company nor any Material Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Material Subsidiary, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other personPerson, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Material Subsidiary in obtaining or retaining business for or with, or directing business to, any personPerson; or (Y) to any person Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Material Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Material Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-non- compliance with any such laws, or received any notice, request, or citation from any person Person alleging non-compliance with any such laws.

Anti-Bribery Laws. Neither In the Company last five (5) years, neither Digital nor any Subsidiary nor, Subco nor to the knowledge Knowledge of the CompanyDigital, any director, officer, employee, consultant, representative employee or agent consultant of the foregoing, has (i) violated any anti-bribery or anti-anti- corruption laws Laws applicable to the Company Digital or any SubsidiarySubco, including but not limited to the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Canada’s Corruption of Foreign Public Officials Act (Canada)Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental EntityGovernment Authority; or assisting any representative of the Company Digital or any Subsidiary Subco in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person person, in a manner which would that is reasonably likely to constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company Digital nor any Subsidiary nor, Subco nor to the knowledge Knowledge of the CompanyDigital, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company Digital or any Subsidiary, Subco or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws Laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity Government Authority responsible for enforcing anti-bribery or anti-corruption lawsLaws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such lawsLaws, or received any notice, request, or citation from any person alleging non-non- compliance with any such lawsLaws.

Anti-Bribery Laws. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, thereof has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiary, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, 1977 (United States) and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (XA) to any representative of a Governmental Entity (“Government Official”), whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (YB) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (ix) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing thereof violated such laws or committed any material wrongdoing, or (iiy) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance noncompliance with any such laws.