Common use of Anti-Bribery Clause in Contracts

Anti-Bribery. Neither the Partnership, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Partnership, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiaries, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the X.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership operates its business, including, in each case, the rules and regulations thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership and each of its respective subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the Partnership, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above.

Anti-Bribery. Neither the PartnershipCompany nor any of the Subsidiaries has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation Applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the X.X U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the PartnershipCompany nor any of the Subsidiaries has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law which violation is required to be disclosed in the Prospectus. Neither the Company, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X Xxxxxxx U.K. Bxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the PartnershipCompany, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or affiliatesaffiliates (in each case, in such capacity), has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescorporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunder, (iv) taken, taken or is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, maintained policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none above. No action of the Partnership, nor Company or any of its Subsidiaries in connection with the direct or affiliates indirect use of proceeds from the Securities or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will directly or indirectly use result in the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds transactions contemplated hereby and by the other Transaction Documents being used to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above.

Anti-Bribery. Neither the PartnershipCompany nor any of the Subsidiaries has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law which violation is required to be disclosed in the Prospectus. Neither the Company, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X Xxxxxxx Xxx 0000U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither None of the PartnershipCompany, nor any of its Subsidiaries or their affiliates nor anyone acting on their behalf have made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. None of the Company, its Subsidiaries or their affiliates, nor any owner or shareholder, director, officer, agent, employee or other person Person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activityexpense, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which any of the Partnership Company, its Subsidiaries or their affiliates does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which any of the Partnership Company, its Subsidiaries or their affiliates operates its business, including, in each case, the rules and regulations thereunderthereunder (collectively, the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Each of the Partnership Company, its Subsidiaries and each of its respective subsidiaries their affiliates has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above Anti-Bribery Laws and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws Anti-Bribery Laws; there are, and regulations referred have been, no allegations, investigations or inquiries with regard to in (iii) abovea potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or their affiliates, or any of their respective current or former directors, officers, employees, owners, shareholders, stockholders, representatives, agents or other Persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the PartnershipCompany, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Partnership, Company or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescorporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the X.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries Subsidiaries, if any, or its affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above.

Anti-Bribery. Liquidia has not made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law which violation is required to be disclosed. Neither the PartnershipLiquidia, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipLiquidia, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Liquidia does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the X.X U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Liquidia operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership and each of its respective subsidiaries Liquidia has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipLiquidia, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities Common Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by Liquidia, or its affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither None of PrivateCo, the Partnership, nor any of its PrivateCo Subsidiaries or their affiliates nor anyone acting on their behalf have made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. None of PrivateCo, the PrivateCo Subsidiaries or their affiliates, nor any owner or shareholder, director, officer, agent, employee or other person Person associated with or acting on behalf of PrivateCo, the Partnership, or any of its PrivateCo Subsidiaries or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activityexpense, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which any of PrivateCo, the Partnership PrivateCo Subsidiaries or their affiliates does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the "FCPA"), the X.X U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which any of PrivateCo, the Partnership PrivateCo or their affiliates operates its business, including, in each case, the rules and regulations thereunderthereunder (collectively, the "Anti-Bribery Laws"), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Each of PrivateCo, the Partnership PrivateCo Subsidiaries and each of its respective subsidiaries their affiliates has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above Anti-Bribery Laws and with this representation and warranty; and none of PrivateCo, the Partnership, nor any of its PrivateCo Subsidiaries or their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws Anti-Bribery Laws; there are, and regulations referred have been, no allegations, investigations or inquiries with regard to in (iii) abovea potential violation of any Anti-Bribery Laws by PrivateCo, the PrivateCo Subsidiaries or their affiliates, or any of their respective current or former directors, officers, employees, owners, shareholders, stockholders, representatives, agents or other Persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the PartnershipCompany nor any of the Subsidiaries has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law which violation that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock. Neither the Company, nor any of its Subsidiaries or affiliatesAffiliates, nor nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or affiliatesAffiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or affiliates Affiliates will directly or indirectly use the proceeds of the convertible securities Securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliateAffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or Affiliates, or, to the knowledge of the Company, any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither None of the PartnershipCompany, nor any of its Subsidiaries or their affiliates nor anyone acting on their behalf have made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. None of the Company, its Subsidiaries or their affiliates, nor any director, officer, agent, employee or other person Person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activityexpense, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which any of the Partnership Company, its Subsidiaries or their affiliates does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the "FCPA"), the X.X U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which any of the Partnership Company, its Subsidiaries or their affiliates operates its business, including, in each case, the rules and regulations thereunderthereunder (collectively, the "Anti-Bribery Laws"), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Each of the Partnership Company, its Subsidiaries and each of its respective subsidiaries their affiliates has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above Anti-Bribery Laws and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws Anti-Bribery Laws; there are, and regulations referred have been, no allegations, investigations or inquiries with regard to in (iii) abovea potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or their affiliates, or any of their respective current or former directors, officers, employees, owners, shareholders, stockholders, representatives, agents or other Persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Partnership, Company nor any of its Subsidiaries or affiliatesSubsidiaries, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Partnershipemployee, or agent thereof, in each case acting in their capacity as such, has, within the last five (5) years, either directly or indirectly through any of its Subsidiaries or affiliatesthird party, has (i) used any funds for made, promised, offered or authorized any unlawful contribution, gift, entertainment payment or other unlawful expense relating gift to political activity, (ii) made any direct or indirect unlawful payment to for the benefit of any foreign or domestic government official or employee, to any employee political party or agent of a private entity with which the Partnership does or seeks to do business candidate for political office; (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiaries, (iiiii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (“FCPA”), the X.X U.K. Xxxxxxx Xxx 0000, or any other similar anti-bribery or anti- corruption law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (viii) otherwise made any unlawful bribe, rebate, payoff, influence payment, unlawful or kickback or other unlawful paymentin violation of Anti-Bribery Laws; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve material compliance with the laws referred to in (iii) above and with this representation and warrantyAnti-Bribery Laws; and none of neither the Partnership, Company nor any of its Subsidiaries or affiliates will will, directly or indirectly indirectly, use the proceeds of the convertible securities Securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner finance or other person or entity for the purpose of financing or facilitating facilitate any activity that would violate any Anti-Bribery Law. (gg) Investigations and Proceedings. No action, suit, investigation, or proceeding by or before any court or governmental agency, authority or body or involving the laws and regulations referred Company or any of its Subsidiaries, or any of their respective directors, officers, employees or agents, in each case acting in their capacity as such, with respect to in the Anti-Money Laundering Laws, the Sanctions Laws, or the Anti-Bribery Laws is pending or, to the knowledge of the Company, threatened. (iii) above.hh)

Anti-Bribery. Neither the PartnershipCompany nor any of the Subsidiaries has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law which violation is required to be disclosed in the Prospectus. Neither the Company, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X Xxxxxxx U.K. Bxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Partnership, Company nor any of its Subsidiaries or affiliatesSubsidiaries, nor to the Company’s Knowledge, any director, officer, employee, agent, employee Affiliate or other person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or affiliatesAffiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescorporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or affiliates Affiliates will directly or indirectly use the proceeds of the convertible securities transactions contemplated hereby or by the Private Placement Investment Documents or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliateAffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above.

Anti-Bribery. Neither Timber nor any of the PartnershipTimber Subsidiaries has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law which violation is required to be disclosed. Neither Timber, nor any of its Subsidiaries or the Timber Subsidiaries, any of their affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of Timber, the Partnership, Timber Subsidiaries or any of its Subsidiaries or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which Timber or the Partnership Timber Subsidiaries does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which Timber or the Partnership Timber Subsidiaries operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Timber and the Partnership and each of its respective subsidiaries has Timber Subsidiaries have instituted and has have maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipTimber, nor the Timber Subsidiaries or any of its Subsidiaries or their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by Timber, the Timber Subsidiaries or their affiliates, or any of their respective current or former directors, officers, employees, members, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the PartnershipCompany, nor any of its Subsidiaries or affiliates, nor nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “"Private Sector Counterparty”") or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescorporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the "FCPA"), the X.X U.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above.

Anti-Bribery. Neither the PartnershipCompany nor any of the Subsidiaries has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation Applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the X.X U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities Securities or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither Sonnet nor any of the PartnershipSonnet Subsidiaries has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law which violation is required to be disclosed. Neither Sonnet, nor any of its Subsidiaries or the Sonnet Subsidiaries, any of their affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of Sonnet, the Partnership, Sonnet Subsidiaries or any of its Subsidiaries or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which Sonnet or the Partnership Sonnet Subsidiaries does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X Xxxxxxx U.K. Bxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which Sonnet or the Partnership Sonnet Subsidiaries operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Sonnet and the Partnership and each of its respective subsidiaries has Sonnet Subsidiaries have instituted and has have maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipSonnet, nor the Sonnet Subsidiaries or any of its Subsidiaries or their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by Sonnet, the Sonnet Subsidiaries or their affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the PartnershipCompany nor any of the Subsidiaries, if any, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries Subsidiaries, if any, or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law Applicable Law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities Common Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries, if any, or affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the PartnershipCompany nor any of the Subsidiaries has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities Securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; to the knowledge of the Company, there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the PartnershipCompanies or any of the Sellers or Companies Affiliates, nor any of its Subsidiaries or affiliates, nor to Sellers’ Knowledge any director, officer, agent, employee or other person associated with or acting on behalf of the Partnership, Companies or any of its Subsidiaries or affiliatesAffiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership does Companies do or seeks seek to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescorporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation Laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership operates Companies operate its businessbusinesses, including, in each case, the rules and regulations thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to improperly obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership and each of its respective subsidiaries has . Companies have instituted and has have maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the Partnership, nor any of its Subsidiaries Companies or affiliates their Affiliates will directly or indirectly use the proceeds of from the convertible securities Acquisition or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliateAffiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above.. Sale and Purchase Agreement of Share Capital

Anti-Bribery. Neither None of the PartnershipCompany, nor any of its Subsidiaries or their affiliates nor anyone acting on their behalf have made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. None of the Company, its Subsidiaries or their affiliates, nor any owner or shareholder, director, officer, agent, employee or other person Person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activityexpense, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which any of the Partnership Company, its Subsidiaries or their affiliates does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the "FCPA"), the X.X U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which any of the Partnership Company, its Subsidiaries or their affiliates operates its business, including, in each case, the rules and regulations thereunderthereunder (collectively, the "Anti-Bribery Laws"), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Each of the Partnership Company, its Subsidiaries and each of its respective subsidiaries their affiliates has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above Anti-Bribery Laws and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws Anti-Bribery Laws; there are, and regulations referred have been, no allegations, investigations or inquiries with regard to in (iii) abovea potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or their affiliates, or any of their respective current or former directors, officers, employees, owners, shareholders, stockholders, representatives, agents or other Persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Partnership, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Partnership, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiaries, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the X.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership operates its business, including, in each case, the rules and regulations thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; payment; the Partnership and each of its respective subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; warranty; and none of the Partnership, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above.

Anti-Bribery. Neither the PartnershipCompany, nor any of its Subsidiaries or affiliates, nor nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescorporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X U.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities Securities or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above.

Anti-Bribery. Neither the PartnershipCompany nor any of the Subsidiaries has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law which violation is required to be disclosed in the Prospectus. Neither the Company, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. The Company and its Subsidiaries have not made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law which violation is required to be disclosed. Neither the Partnership, Company nor any of its Subsidiaries or Subsidiaries, any of their affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipCompany, its Subsidiaries, or any of its Subsidiaries or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company or its Subsidiaries does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company or its Subsidiaries operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries has Subsidiaries have instituted and has have maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the Partnership, Company nor any of its Subsidiaries or any of their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or their affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the PartnershipCompany, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership Company does or seeks to do business (a “"Private Sector Counterparty”") or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescorporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the "FCPA"), the X.X U.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership Company operates its business, including, in each case, the rules and regulations thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership Company and each of its respective subsidiaries Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above.

Anti-Bribery. Neither the Partnership, Companies nor any of its Subsidiaries the Sellers or affiliatesCompanies Affiliates, nor to Sellers’ Knowledge any director, officer, agent, employee or other person associated with or acting on behalf of the Partnership, Companies or any of its Subsidiaries or affiliatesAffiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership does Companies do or seeks seek to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescorporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation Laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X Xxxxxxx Xxx 0000U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Partnership operates Companies operate its businessbusinesses, including, in each case, the rules and regulations thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to improperly obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership and each of its respective subsidiaries has . Companies have instituted and has have maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the Partnership, nor any of its Subsidiaries Companies or affiliates their Affiliates will directly or indirectly use the proceeds of from the convertible securities Acquisition or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliateAffiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above.. Amended and Restated Sale and Purchase Agreement of Share Capital

Anti-Bribery. Neither None of the PartnershipCompany or its Significant Subsidiaries nor anyone acting on their behalf have made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. None of the Company or its Significant Subsidiaries, nor any of its Subsidiaries or affiliates, nor to the Company’s knowledge any director, officer, agent, employee or other person associated with or Person acting on behalf of the Partnership, Company or any of its Subsidiaries or affiliatesSignificant Subsidiaries, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activityexpense, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private government-owned or controlled entity with which any of the Partnership Company or its Significant Subsidiaries does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the "FCPA"), the X.X Xxxxxxx Xxx 0000U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which any of the Partnership Company or its Significant Subsidiaries operates its business, including, in each case, the rules and regulations thereunderthereunder (collectively, the "Anti-Bribery Laws"), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to unlawfully obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership and each of the Company and its respective subsidiaries Significant Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warrantyAnti-Bribery Laws; and none of the Partnership, nor any of Company or its Significant Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities Securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws Anti-Bribery Laws; except as disclosed in the General Disclosure Package, there are, and regulations referred have been, no allegations, investigations or inquiries with regard to in (iii) abovea potential violation of any Anti-Bribery Laws by the Company or its Significant Subsidiaries, or any of their respective current or former directors, officers, employees, representatives, agents or other Persons acting on their behalf.

Anti-Bribery. NeuBase has not made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law which violation is required to be disclosed. Neither the PartnershipNeuBase, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the PartnershipNeuBase, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Partnership NeuBase does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the X.X Xxxxxxx U.K. Bxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Partnership NeuBase operates its business, including, in each case, the rules and regulations thereunderthereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Partnership and each of its respective subsidiaries NeuBase has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the PartnershipNeuBase, nor any of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by NeuBase, or its affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither None of the PartnershipCompany, nor any of its Subsidiaries or their affiliates nor anyone acting on their behalf have made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. None of the Company, its Subsidiaries or their affiliates, nor any director, officer, agent, employee or other person Person associated with or acting on behalf of the PartnershipCompany, or any of its Subsidiaries or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activityexpense, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which any of the Partnership Company, its Subsidiaries or their affiliates does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from funds of the Partnership or any of its Subsidiariescampaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the X.X Xxxxxxx Xxx 0000U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which any of the Partnership Company, its Subsidiaries or their affiliates operates its business, including, in each case, the rules and regulations thereunderthereunder (collectively, the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Each of the Partnership Company, its Subsidiaries and each of its respective subsidiaries their affiliates has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above Anti-Bribery Laws and with this representation and warranty; and none of the PartnershipCompany, nor any of its Subsidiaries or their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws Anti-Bribery Laws; there are, and regulations referred have been, no allegations, investigations or inquiries with regard to in (iii) abovea potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or their affiliates, or any of their respective current or former directors, officers, employees, owners, stockholders, representatives, agents or other Persons acting or purporting to act on their behalf.