Common use of Anti-Corruption and Anti-Bribery Laws Clause in Contracts

Anti-Corruption and Anti-Bribery Laws. During the five (5) years prior to the date hereof, and except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: (a) the Company and the Company Subsidiaries, directors, officers, employees, and to the Knowledge of the Company, Representatives acting on behalf of the Company or the Company Subsidiaries have complied with the Anti-Corruption and Anti-Bribery Laws; (b) the Company and the Company Subsidiaries have developed and implemented an Anti-Corruption and Anti-Bribery Laws compliance program reasonably designed to promote compliance with those laws; (c) neither the Company nor any of the Company Subsidiaries, directors, officers, or employees, or to the Knowledge of the Company, agents or other representatives acting on its behalf have, directly or indirectly, made any unlawful payment or given, offered, promised, or authorized or agreed to give, any money or thing of value to any Government Official or other Person in violation of any Anti-Corruption and Anti-Bribery Laws including bribes, influence or extortion payments, kickbacks, or similarly unlawful payments; and (d) neither the Company and the Company Subsidiaries, nor any of their officers, directors, or employees have received any written, or to the Knowledge of the Company, oral allegation, whistleblower complaint, or conducted any investigation regarding potential violations of the Anti-Corruption and Anti-Bribery Laws, nor have the aforementioned parties any Knowledge of actions, conditions or circumstances pertaining to the Company’s activities that would reasonably be expected to give rise to any present or future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under any Anti-Corruption and Anti-Bribery Laws.

Anti-Corruption and Anti-Bribery Laws. Except as disclosed on Section 4.23 of the Company Disclosure Letter: (a) During the last five (5) years prior to years, the date hereofCompany and its Subsidiaries comply, and have at all times complied, with all Improper Payment Laws, except asas disclosed on Section 4.23 of the Company Disclosure Letter. None of the Company, individually any of the Company Subsidiaries or in any Person associated with or acting for or on behalf of the aggregateCompany or any Company Subsidiary has, has not had and would not reasonably be expected to have a Company Material Adverse Effect: directly or indirectly, (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any Government Official, for the purpose of (i) influencing any act or decision of such Governmental Official, (ii) inducing such Government Official to do or omit to do any act in violation of a lawful duty, (iii) obtaining or retaining business for or with any person, (iv) expediting or securing the performance of official acts of a routine nature or (v) otherwise securing any improper advantage; (b) paid, offered or promised to pay or offer, authorized, or ratified any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or promised to make or offer, authorized, or ratified any unlawful contributions, gifts, entertainment or other unlawful expenditures; (d) established or maintained any unlawful fund of corporate monies or other properties; (e) created or caused the creation of any false or inaccurate books and records of the Company or any Company Subsidiary related to any of the foregoing; or (f) otherwise violated any Improper Payment Law, except as disclosed on Section 4.23 of the Company Disclosure Letter. (b) The Company maintains, and has maintained during the last five (5) years, compliance policies, procedures, and internal controls reasonably calculated to ensure compliance with applicable Improper Payment Laws. (c) Without limiting the generality of the foregoing, during the last five (5) years, (a) neither the Company nor any Company Subsidiaries has violated or is in violation in any material respect of the U.S. Anti-Kickback Statute (42 U.S.C. § 1302a-7(b)), the Federal False Claims Act (31 U.S.C. §§ 3729 et seq.), or any related or similar Law, and (b) there has been no use or authorization of money or anything of value relating to any unlawful payment or secret or unrecorded fund or any false or fictitious entries made in the books and records of the Company or any of its Subsidiaries relating to the same. (d) During the last five (5) years, neither the Company, nor any of the Company Subsidiaries, directorsnor, officersto the Knowledge of the Company, employeesany of their respective Affiliates, nor Persons acting on their behalf has received any notice or communication from any Person that alleges, or been involved in any internal investigation involving any allegations related to, potential violations of any Improper Payment Laws, except as disclosed on Section 4.23 of the Company Disclosure Letter. During the last five (5) years, the Company or any Company Subsidiary has not made a voluntary or other disclosure to, have not received any written notice, subpoena, request for information, or citation from, and to the Knowledge of the Company, Representatives acting on behalf the Company has not received any oral notice or request for information by any Governmental Authority related to alleged violations of any Improper Payment Laws by the Company or any of the Company or Subsidiaries, except as disclosed on Section 4.23 of the Company Subsidiaries have complied with Disclosure Letter. (e) Neither the Anti-Corruption and Anti-Bribery Laws; (b) the Company and the Company Subsidiaries have developed and implemented an Anti-Corruption and Anti-Bribery Laws compliance program reasonably designed to promote compliance with those laws; (c) neither the Company Company, nor any of the Company Subsidiaries, directorsnor, officers, or employees, or to the Knowledge of the Company, agents any attorney, accountant, consultant, financial advisor, or other representatives acting on its behalf haveagent of the Company or any of the Company Subsidiaries, has employed or retained, directly or indirectly, made any unlawful payment or givena Person who is, offered, promised, or authorized or agreed to give, any money or thing of value to any Government Official or other Person in violation of any Anti-Corruption and Anti-Bribery Laws including bribes, influence or extortion payments, kickbacks, or similarly unlawful payments; and (d) neither the Company and the Company Subsidiaries, nor any of their officers, directors, or employees have received any written, or to the Knowledge of the Company, oral allegationa Government Official or a direct family member of a Government Official. No Person who is, whistleblower complaintto the Knowledge of the Company, a Government Official has, directly or indirectly, the right of control over, or conducted any investigation regarding potential violations of the Anti-Corruption and Anti-Bribery Laws, nor have the aforementioned parties any Knowledge of actions, conditions or circumstances pertaining to beneficial interest in the Company’s activities that would reasonably be expected to give rise to any present or future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under any Anti-Corruption and Anti-Bribery Laws.

Anti-Corruption and Anti-Bribery Laws. During the five (5) years prior The Company Entities, subject to the date hereofapplicable statutes of limitation, have at all times been, and except asis currently, individually in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, and any other applicable anti bribery or in the aggregateanti-corruption law. Neither any Company Entity, has not had and would not reasonably be expected to have a Company Material Adverse Effect: (a) the Company and the Company Subsidiaries, nor any of its respective directors, officers, employeesemployees or, and to the Knowledge of Company’s Knowledge, any agents acting on the Company, Representatives acting on behalf of the Company or the Company Subsidiaries have complied with the Anti-Corruption and Anti-Bribery Laws; (b) the Company and the Company Subsidiaries have developed and implemented an Anti-Corruption and Anti-Bribery Laws compliance program reasonably designed to promote compliance with those laws; (c) neither the Company nor any of the Company Subsidiaries, directors, officers, or employees, or to the Knowledge of the Company, agents or other representatives acting on its ’s behalf have, directly or indirectly, made any unlawful payment or givenmade, offered, promised, promised or authorized any payment or agreed to give, gift of any money or thing anything of value to or for the benefit of any Government Official “foreign official” (as such term is defined in the FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental -26- 309624095 v9 authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for with, or directing business to, any Person. Neither any Company Entity, nor any of its respective directors, officers, employees or, to the Company’s Knowledge, any agents acting on the Company’s behalf have made or authorized any bribe, rebate, payoff, influence payment, kickback or other Person unlawful payment of funds or received or retained any funds in violation of any Antilaw, rule or regulation. Each Company Entity has maintained, and has caused each of its subsidiaries and affiliates to maintain, systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) and policies to ensure compliance with the FCPA, the U.K. Bribery Act 2010 and any other applicable anti bribery or anti-Corruption corruption law, and Anti-Bribery Laws including bribes, influence or extortion payments, kickbacks, or similarly unlawful payments; to ensure that all books and (d) neither records of the Company Entity accurately and the fairly reflect, in reasonable detail, all transactions and dispositions of funds and assets. Neither any Company SubsidiariesEntity, nor any of their officersnor, directors, or employees have received any written, or to the Knowledge of the Company, oral allegation, whistleblower complaint, or conducted any investigation regarding potential violations of the Anti-Corruption and Anti-Bribery Laws, nor have the aforementioned parties any Knowledge of actions, conditions or circumstances pertaining to the Company’s activities that would reasonably be expected Knowledge, any of its respective directors, officers’, directors or employees are the subject of any allegation, voluntary disclosure, to give rise to any present or future claimsthe Company’s Knowledge, chargesinvestigation, investigations, violations, settlements, civil or criminal actions, lawsuits, prosecution or other court actions under enforcement action related to the FCPA or any Antiother applicable anti-Corruption and Anti-Bribery Lawscorruption laws.

Anti-Corruption and Anti-Bribery Laws. During the five (5) years prior to the date hereof, and except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: (a) the Company and the Company Subsidiaries, directors, officers, employees, and to the Knowledge of the Company, Representatives acting on behalf of the Company or the Company Subsidiaries have complied with the Anti-Corruption and Anti-Bribery Laws; (b) the Company and the Company Subsidiaries have developed and implemented an Anti-Corruption and Anti-Bribery Laws compliance program reasonably designed to promote compliance with those laws; (c) neither Neither the Company nor any of the Company its Subsidiaries, including any of their respective officers, directors, agents, employees, distributors, or representatives (in each case, acting in their capacities as officers, or directors, agents, employees, distributors, agents, or to the Knowledge representative of the Company, agents Company or other representatives acting on its behalf havesuch Subsidiary) has, directly or indirectly, made used any corporate funds for unlawful payment contributions, gifts, entertainment or givenother unlawful expenses relating to political activity; made, attempted, offered, promised, or authorized any unlawful payment to foreign or agreed domestic government officials or employees, including employees of government owned or controlled entities, public international organizations, or candidates for office or members of political parties; or made, attempted or conspired to givepay any bribe, any money rebate, payoff, influence payment, kickback or thing of value other similar unlawful payment to any Government Official person; established or other Person maintained any fund or asset for any such unlawful payment or provision that was not properly recorded in the Company’s books and records; or taken any action which would cause it to be in violation of any Anti-Corruption and Anti-Bribery Laws including bribes, influence or extortion payments, kickbacks, or similarly unlawful payments; and (d) neither the Company and the Company Subsidiaries, nor any of their officers, directors, or employees have received any written, or to the Knowledge of the Company, oral allegation, whistleblower complaint, or conducted any investigation regarding potential violations of the Anti-Corruption and Anti-Bribery Laws. (b) There are no pending and served or, nor have the aforementioned parties any Knowledge of actions, conditions or circumstances pertaining to the Company’s activities that would reasonably be expected to give rise to any present Knowledge, pending and not served or future threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court court, governmental or private actions under against the Company with respect to any Anti-Corruption and Anti-Bribery Laws. (c) There are no allegations, whistleblower complaints, past or present internal investigations, or conditions or circumstances pertaining to the Company’s activities that may give rise to future claims, charges, investigations or civil or criminal violations of any Anti-Corruption and Anti-Bribery Laws. (d) The Company has established and maintains a compliance program and reasonable and sufficient internal controls and procedures appropriate to the requirements of Anti-Corruption and Anti-Bribery Laws.

Anti-Corruption and Anti-Bribery Laws. During the five The Company (5) years prior to the date hereofincluding any of its officers or directors or, and except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: (a) the Company and the Company Subsidiaries, directors, officers, employees, and to the Knowledge of the Company, Representatives its agents, distributors, employees or other Person associated with or acting on behalf its behalf) has not, directly or indirectly, taken any action that would result in a violation by the Company of the Company or the Company Subsidiaries have complied with the applicable Anti-Corruption and Anti-Bribery Laws; (b) . Without limiting the generality of this representation, the Company and the Company Subsidiaries have developed and implemented an Anti-Corruption and Anti-Bribery Laws compliance program reasonably designed to promote compliance with those laws; (c) neither the Company nor including any of the Company Subsidiariesits officers or directors or, directors, officers, or employees, or to the Knowledge of the Company, agents its agents, distributors, employees or other representatives Person associated with or acting on its behalf havebehalf) has not, directly or indirectly: (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) authorized, offered, promised or made any unlawful payment to foreign or givendomestic Government Officials; (c) made or taken any action in furtherance of any bribe, offeredrebate, promisedpayoff, or authorized or agreed to giveinfluence payment, any money or thing of value to any Government Official kickback or other Person in violation of any Anti-Corruption and Anti-Bribery Laws including bribes, influence or extortion payments, kickbacks, or similarly similar unlawful paymentspayment; and (d) neither the Company and the Company Subsidiaries, nor or otherwise taken any of their officers, directors, or employees have received any written, or action which would cause it to the Knowledge of the Company, oral allegation, whistleblower complaint, or conducted any investigation regarding potential violations be in violation of the Anti-Corruption and Anti-Bribery Laws. There are no pending or, nor have to the aforementioned parties any Knowledge of the Company, threatened claims, charges, investigations (whether internal or otherwise), violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company or its Affiliates with respect to any Anti-Corruption and Anti-Bribery Laws. There are no actions, conditions or circumstances pertaining to the Company’s (including any of its officers or directors or, to the Knowledge of the Company, its agents, distributors, employees or other Person associated with or acting on its behalf) activities that would reasonably be expected to give rise to any present or future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under any Anti-Corruption and Anti-Bribery Laws. The Company has established and maintains a compliance program and reasonable internal controls and procedures to ensure compliance with the Anti-Corruption and Anti-Bribery Laws.

Anti-Corruption and Anti-Bribery Laws. During (a) The Company Group has, for the past five (5) years prior to the date hereofyears, maintained adequate and except asappropriate written policies and procedures requiring that each such Person and, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: (a) the Company and the Company Subsidiaries, directors, officers, employees, and to the Knowledge of the Company, Representatives acting on behalf of the Company or the Company Subsidiaries have complied its Relevant Persons conduct their businesses in conformity with the Anti-Corruption Laws, Global Trade Laws and Regulations and Anti-Bribery Money Laundering Laws; (b. Except as disclosed in Section 2.22(a) the Company and the Company Subsidiaries have developed and implemented an Anti-Corruption and Anti-Bribery Laws compliance program reasonably designed to promote compliance with those laws; (c) neither the Company nor any of the Company SubsidiariesDisclosure Schedule, directors, officers, or employees, or to the Knowledge of the Company, agents or other representatives acting on its behalf haveno member of the Company Group nor any of their respective Relevant Persons, directly or indirectly, made any unlawful payment or given, offered, promisedhas during the past five (5) years, or authorized or agreed to give, any money or thing of value presently (i) been subject to any Government Official internal or other Person external investigation, in relation to any applicable Law, including Anti-Money Laundering Laws, Anti-Corruption Laws and Global Trade Laws and Regulations by any Governmental Authority, or (ii)admitted to or been found to have engaged in any violation of any Anti-Corruption and Money Laundering Laws, Anti-Bribery Corruption Laws including bribes, influence or extortion payments, kickbacks, or similarly unlawful payments; Global Trade Laws and (d) neither the Company and the Company Subsidiaries, nor any of their officers, directors, or employees have received any written, or to Regulations. To the Knowledge of the Company, oral allegation, whistleblower complaint, or conducted any investigation regarding potential violations of the Anti-Corruption and Anti-Bribery Laws, nor have the aforementioned parties any Knowledge of there are no actions, conditions conditions, or circumstances pertaining to the Company’s activities Anti-Money Laundering Laws, Anti-Corruption Laws or Global Trade Laws and Regulations that would reasonably be expected to give rise to any present or material future claims. (b) Except as disclosed in Section 2.22(b) of the Disclosure Schedule, chargesno member of the Company Group, investigationsnor any of their respective Relevant Persons, violationsis or has, settlementsin the last five years: (i) violated, or directed any third party to perform any activity that would violate, any Anti-Corruption Laws, nor offered, paid, promised to pay or authorized the payment of any money, or offered, given, promised to give, authorized the giving of anything of value, received or solicited (or, in each case, directed any third party to take such action) to or from any government official or to or from any Person under circumstances such that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to a Person: (A) for the purpose of (1) influencing any act or decision of a government official in their official capacity, (2) inducing a government official to do or omit to do any act in violation of their lawful duties, (3) securing any improper advantage, (4) inducing a government official to influence or affect any act or decision of any Governmental Authority or (5) assisting any member of the Company Group, or any of their respective Relevant Persons, in obtaining or retaining business for or with, or directing business to, any member of the Company Group, or any of their respective Relevant Persons, or (B) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks or other unlawful means of obtaining business, or any unlawful advantage; or (ii) (A) conducted, initiated or been the subject of any internal or external investigation, or made a voluntary, directed or involuntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any non-compliance with any Anti-Money Laundering Laws, Anti-Corruption Laws or Global Trade Laws and Regulations or (B) to the Knowledge of the Company, been the subject of current, pending or threatened investigation, inquiry or enforcement proceedings for violations of Anti-Money Laundering Laws, Anti-Corruption Laws or Global Trade Laws and Regulations, or otherwise received any notice, request or citation for any actual or potential non-compliance with any Anti-Money Laundering Laws, Anti-Corruption Laws or Global Trade Laws and Regulations. (c) With respect to Government Contracts: (i) there are no Proceedings against any member of the Company Group, with respect to any Government Contract; (ii) no member of the Company Group is in material violation of any Law with respect to its services under any Government Contract to which any member of the Company Group is a party; (iii) there is no action pending nor, to the Knowledge of the Company, threatened against any member of the Company Group, their respective predecessors or any of their respective officers or employees with regard to services performed by such member of the Company Group under any Government Contract under the U.S. Federal Criminal or Civil False Claims Acts, the U.S. False Statements Act, the U.S. Major Fraud Act or the U.S. Procurement Integrity Act, the U.S. Federal Acquisition Regulations, or the U.S. Defense Federal Acquisition Supplement; (iv) no member of the Company Group nor, to the Knowledge of the Company, any of its Principals (as that term is defined in 48 C.F.R. § 2.101) have been debarred or suspended from participation in the award of contracts with the United States Government or any other Governmental Authority, nor has any debarment, suspension or exclusion proceeding, to the Knowledge of the Company, been threatened or initiated against a member of the Company Group or its Principals (as that term is defined in 48 C.F.R. § 2.101); (v) the representations and warranties made by members of the Company Group with respect to any Government Contract and/or any Government Bid were accurate in all material respects when made and members of the Company Group have complied with all such certifications; (vi) in the last five (5) years, no member of the Company Group received notice of termination for convenience or default of a Government Contract; (vii) no member of the Company Group has been under administrative, civil or criminal actionsinvestigation, lawsuitsindictment or information by any Governmental Authority or subject to any audit or investigation by any Governmental Authority (other than routine audits by the Defense Contract Audit Agency or the Defense Contract Management Agency) with respect to any alleged act or omission arising under or relating to any Government Contract or Government Bid; (viii) no member of the Company Group conducted or otherwise directed any audit or investigation, or made any voluntary or mandatory disclosure to any Governmental Authority or other court actions customer, related to any regulatory or statutory disclosure or reporting obligation or related to any suspected, alleged or possible violation of a contract requirement or violation of any applicable Laws with respect to any Government Contract or any Government Bid; (ix) to the Knowledge of the Company, no member of the Company Group is in breach of or default under any Government Contract to which it is a party and no event has occurred which would constitute such a breach or default by a member of the Company Group; (x) in the last five (5) years, no member of the Company Group has received a less than “Satisfactory” Contractor Performance Assessment Reporting System (CPARS) rating on a Government Contract; (xi) no Government Contract or Government Bid is currently the subject of a bid protest before any Governmental Authority; (xii) no member of the Company Group has (1) received any written notice from a Governmental Authority raising questions or concerns with regarding the possibility of actual or potential material organizational conflicts of interest (“OCI”) (as defined in 48 C.F.R. § 9.501) concerns, (2) been subject to or bound by any OCI contractual provisions that would reasonably be expected to affect the ability of any member of the Company Group or Parent to perform or seek to perform future Government Contracts, (3) been required to implement any OCI mitigation plan, or (4) agreed or undertaken to refrain from any material business activity for purposes relating to actual or perceived OCI; (xiii) no Governmental Authority has rights in any Company Intellectual Property, except for Limited Rights in technical data and/or Restricted Rights in computer software (as each such capitalized term is defined in FAR 52.227-14 and DFARS 252.227-7013 and -7014). No prime contractor or subcontractor at any tier under a Government Contract with a member of the Company Group has been granted or otherwise is entitled to any rights in any Company Intellectual Property pursuant to the terms of such Government Contract; (xiv) no Government Contract was awarded to the Company Group, in whole or in part, on the basis of status or qualification as a small-, small disadvantaged-, women-, veteran- or minority-owned business or any other similar status or qualification and, in the case of each Government Contract and Government Bid, the Company Group did not certify themselves as such; (xv) in the last five (5) years, no member of the Company Group has sold a product or service to any basis of award customer at a price that would invoke the requirements of the price reductions clause under any Federal Supply Schedule Contract, as defined under Federal Acquisition Regulation part 38, or any other Government Contract, except in accordance with the terms of such Government Contract. The Members of the Company Group have accurately reported sales and timely paid all industrial funding fee payments required under any Federal Supply Schedule Contract or other Government Contract and have otherwise complied at all times and in all material respects with each requirement and Law relating to any Federal Supply Schedule Contract of the Company and its Subsidiaries; (xvi) Section 2.22(c)(xvi) of the Disclosure Schedule contains a true, correct and complete list of all Government Bids submitted by a member of the Company Group and for which no award has yet been made, including for each such Government Bid: (1) the customer name, (2) the type and number of the relevant solicitation document, (3) if such Government Bid is for a subcontract or task order under a prime contract, the applicable prime contract number, (4) the date of submission, and (5) the estimated value of the anticipated contract based on the Government Bid; and (xvii) no member of the Company Group is a party to any teaming agreements or mentor-protégé agreements. (d) Except as would not be material to the Company Business, no member of the Company Group, nor, to the Knowledge of the Company, any of their respective Relevant Persons, is or has: (i) violated any Anti-Corruption and Money Laundering Laws (or instructed any third party to perform any activity that would violate Anti-Bribery Money Laundering Laws); or (ii) (A) conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any non-compliance with any Anti-Money Laundering Laws or (B) been the subject of current, pending or threatened (in writing) investigation, inquiry or enforcement proceedings for violations of Anti-Money Laundering Laws, or received any notice, request or citation for any actual or potential non-compliance with any Anti-Money Laundering Laws.

Anti-Corruption and Anti-Bribery Laws. During the five (5) years prior to the date hereof, and except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: (a) the Company The Seller and the Company Subsidiaries, directors, officers, employeeseach Subsidiary has at all times been, and to the Knowledge of the Companyare currently, Representatives acting on behalf of the Company or the Company Subsidiaries have complied fully in compliance with the Anti-Corruption and Anti-Bribery Laws; . The Seller and each Subsidiary, including their respective officers, directors, agents, distributors, resellers, employees and other Person associated with or acting on their behalf has not, directly or indirectly, (bi) used any funds for unlawful contributions, gifts, services of value, entertainment or other unlawful expenses, (ii) made, offered, authorized or promised to make any unlawful payment or anything of value to any Person, including any Government Official, (iii) made or promised to make or accepted any contribution, bribe, rebate, gift, payoff, influence payment, kickback or other similar unlawful payment or other advantage (or taken any action in furtherance thereof), (iv) taken any action which would cause the Company and Seller or its Subsidiaries to be in violation of the Company Subsidiaries have developed and implemented an Anti-Corruption and Anti-Bribery Laws compliance program reasonably designed to promote compliance with those laws; Laws. (b) No officer, director, employee or holder of any financial interest in the Seller or its Subsidiaries is currently a Government Official. (c) neither the Company nor any of the Company SubsidiariesThe Seller and each Subsidiary and their respective officers, directors, officers, or and employees, or to the Knowledge of the CompanySeller’s Knowledge, agents or other representatives acting on its behalf haveagents, directly or indirectly, made any unlawful payment or given, offered, promiseddistributors, or authorized or agreed to giveresellers, any money or thing of value to any Government Official or other Person in violation of any Anti-Corruption and Anti-Bribery Laws including bribes, influence or extortion payments, kickbacks, or similarly unlawful payments; and (d) neither the Company and the Company Subsidiaries, nor any of their officers, directors, or employees have never received any written, or to the Knowledge of the Company, oral allegation, whistleblower complaint, allegation or conducted any investigation regarding for potential or actual violations of the Anti-Corruption and Anti-Bribery Laws. There are no pending or, nor have to the aforementioned parties any Knowledge of Seller’s Knowledge, threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Seller or its subsidiaries with respect to the Anti-Corruption and Anti-Bribery Laws. There are no actions, conditions or circumstances pertaining to the CompanySeller’s or its Subsidiaries’ activities, including the activities of the Seller’s directors, officers, employees, or agents that would could reasonably be expected to give rise to any present or future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under any the Anti-Corruption and Anti-Bribery LawsLaws including all applicable anti-money laundering laws. (d) No false or fictitious entries are in the Seller’s books and records. The Seller and each of its Subsidiaries have never created or maintained any off-the-books funds or assets.

Anti-Corruption and Anti-Bribery Laws. During (a) For the last five (5) years prior to the date hereofyears, Seller and each Seller Subsidiary has at all times been, and except asare currently, individually in material compliance with all applicable Anti-Corruption and Anti-Bribery Laws in any jurisdiction where Seller and each Seller Subsidiary does or in currently contemplates to do business. For the aggregatelast five (5) years, has not had Seller and would not reasonably be expected to have a Company Material Adverse Effect: (a) the Company and the Company Subsidiarieseach Seller Subsidiary, including their respective officers, directors, officersor to Seller’s Knowledge, employeesagents, distributors, resellers, employees and to the Knowledge other Persons associated with or acting on their behalf have not, directly or indirectly, (i) used any funds of the CompanySeller or any Seller Subsidiary for unlawful contributions, Representatives acting on behalf gifts, services of the Company value, entertainment or the Company other unlawful expenses relating to political activity or to a Government Official, (ii) made or accepted any unlawful contribution, unlawful bribe, unlawful rebate, unlawful gift, unlawful payoff, unlawful influence payment, unlawful kickback or other similar unlawful payment(or taken any action in furtherance thereof), or (iii) taken any action which would cause Seller or its Subsidiaries have complied with to be in material violation of the Anti-Corruption and Anti-Bribery Laws; (b) the Company . Seller and the Company Subsidiaries have developed and implemented an Anti-Corruption and Anti-Bribery Laws compliance program reasonably designed to promote compliance with those laws; (c) neither the Company nor any of the Company Subsidiarieseach Seller Subsidiary, including their respective officers, directors, officersagents, distributors, resellers, employees and other Persons associated with or employees, or to the Knowledge of the Company, agents or other representatives acting on its their behalf havehave not, directly or indirectly, made any unlawful payment or given, indirectly offered, promisedmade, promised to make, or authorized the making of any unlawful gift or agreed to give, any unlawful payment of money or thing anything of value to any Government Official for purposes of (x) influencing any act or other Person decision of such Government Official in his or her official capacity, (y) inducing such Government Official to do or omit to do any act in violation of any Anti-Corruption and Anti-Bribery Laws including bribes, influence or extortion payments, kickbacksthe lawful duty of such Government Official, or similarly unlawful payments; (z) inducing such Government Official to use his or her influence improperly including with a Governmental Entity to affect or influence any act or decision of such Governmental Entity, in the case of each of (x), (y) and (dz) in order to obtain, retain or direct or assist in obtaining, retaining or directing business to Seller or Seller’s Subsidiaries. (b) No officer, director, employee or holder of any financial interest in Seller or its Subsidiaries is currently a Government Official. (c) For the last five (5) years, neither the Company and the Company Subsidiaries, Seller nor any of their officers, directors, or employees have Seller Subsidiary has received any written, or to the Knowledge of the Company, oral allegation, whistleblower complaint, written allegation or conducted any investigation regarding potential or actual violations of the Anti-Corruption and Anti-Bribery Laws. There are no pending or, nor have to Seller’s Knowledge, threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against Seller or its Subsidiaries with respect to the aforementioned parties any Knowledge of Anti-Corruption and Anti-Bribery Laws. There are no actions, conditions or circumstances pertaining to Seller’s or its Subsidiaries’ activities, including the Companyactivities of Seller’s activities directors, officers, employees, or, to the Knowledge of Seller, agents that would could reasonably be expected to give rise to any present or future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under any the Anti-Corruption and Anti-Bribery Laws. (d) Seller has established and maintains a compliance program and reasonable and sufficient internal controls and procedures to ensure material compliance with the Anti-Corruption and Anti-Bribery Laws. No fraudulent entries are in Seller’s Books and Records. Seller and each of its Subsidiaries have never created or maintained any off-the-books funds or assets.

Anti-Corruption and Anti-Bribery Laws. During the five (5i) years prior to the date hereofThe Company and its Subsidiaries comply, and except assince the Lookback Date have complied, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: (a) the Company and the Company Subsidiaries, directors, officers, employees, and to the Knowledge with all Improper Payment Laws. None of the Company, Representatives any of its Subsidiaries, any of their respective officers, directors, managers or employees, or, to the knowledge (as defined in the FCPA) of the Company, any other Person associated with or acting for or on behalf of the Company or any such Subsidiary has, directly or indirectly, (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the Company Subsidiaries have complied benefit of any Government Official, for the purpose of (i) influencing any act or decision of such Government Official, (ii) inducing such Government Official to do or omit to do any act in violation of a lawful duty, (iii) obtaining or retaining business for or with any person, (iv) expediting or securing the Anti-Corruption and Anti-Bribery Lawsperformance of official acts of a routine nature or (v) otherwise securing any improper advantage; (b) paid, offered or promised to pay or offer, authorized, or ratified any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or promised to make or offer, authorized, or ratified any unlawful contributions, gifts, entertainment or other unlawful expenditures; (d) established or maintained any unlawful fund of corporate monies or other properties; (e) created or caused the creation of any false or inaccurate books and records of the Company or such Subsidiary related to any of the foregoing; or (f) otherwise violated any Improper Payment Law. (ii) Since the Lookback Date, the Company and the Company its Subsidiaries have developed (a) made and implemented an Anti-Corruption kept books, records and Anti-Bribery Laws compliance program reasonably designed accounts which, in reasonable detail, accurately and fairly reflect the transactions in relation to promote compliance the Company; (b) devised and maintained a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are recorded as necessary to permit preparation of periodic financial statements and to maintain accountability; (ii) the recorded accountability for assets is compared with those lawsthe existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (iii) no “off the books” accounts are created or maintained; and (c) neither the Company nor any of its Subsidiaries have circumvented their respective internal accounting controls or falsified any of their respective books and records. (iii) Without limiting the generality of the foregoing, since the Lookback Date, (a) neither the Company Subsidiariesnor any of its Subsidiaries have violated or are in violation in any material 49 respect of the U.S. Anti-Kickback Statute (42 U.S.C. § 1302a-7(b)), directors, officersthe Federal False Claims Act (31 U.S.C. §§ 3729 et seq.), or employees, any related or similar Law; and (b) there has been no use or authorization of money or anything of value relating to the Knowledge of the Company, agents or other representatives acting on its behalf have, directly or indirectly, made any unlawful payment or given, offered, promised, secret or authorized unrecorded fund or agreed to give, any money false or thing fictitious entries made in the books and records of value to any Government Official or other Person in violation of any Anti-Corruption and Anti-Bribery Laws including bribes, influence or extortion payments, kickbacks, or similarly unlawful payments; and (d) neither the Company and the Company Subsidiaries, nor or any of their officers, directors, or employees have received any written, or its Subsidiaries relating to the Knowledge of the Company, oral allegation, whistleblower complaint, or conducted any investigation regarding potential violations of the Anti-Corruption and Anti-Bribery Laws, nor have the aforementioned parties any Knowledge of actions, conditions or circumstances pertaining to the Company’s activities that would reasonably be expected to give rise to any present or future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under any Anti-Corruption and Anti-Bribery Lawssame.