Common use of Compliance with Anti-Corruption Laws Clause in Contracts

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries nor any director, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign or domestic government or regulatory official (including any officer or employee of a government or a government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office); (iii) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws, and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.

Compliance with Anti-Corruption Laws. Neither None of the Company, or any Subsidiary or any of their respective directors, officers, or employees, or, to the knowledge of the Company, any affiliate, agent or representatives of the Company nor or any of its Subsidiaries nor any directorSubsidiary, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has and the Subsidiaries: (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) made, has taken or taken will take any action in furtherance of, of an offer, payment, promise to pay pay, or authorization or approval of any direct the payment or indirect unlawful payment, giving of money, property, gifts, benefit gifts or anything else of value value, directly or indirectly to any foreign or domestic (a) government or regulatory official official, (including any officer b) government employee or employee of a government or a government-owned or controlled entity or of a public international organization, or (c) any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or party official or any candidate for any political office), in each case in order to influence official action or secure an improper advantage; (iiiiv) has made, offered, agreed, requested or take taken an act in furtherance of any unlawful paymentbribe or other unlawful benefit, including without limitationincluding, any bribe, rebate, payoffpay-off, influence payment, kickback kick-back or other unlawful paymentor improper payment or benefit; or (ivv) violated or taken any actionwill use, directly or indirectly, that would result the proceeds of the offering of the Offered Securities in a furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and the Subsidiaries and, to the knowledge of the Company, its Subsidiaries other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws, . The Company and the Subsidiaries have instituted and maintained and will continue to maintain and enforce maintain, policies and procedures designed to promote ensure, and ensure which are reasonably expected to continue to ensure, continued compliance therewith and with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.;

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries nor nor, to the Company’s knowledge, any director, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign or domestic government or regulatory official (including any officer or employee of a government or a government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office); (iii) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws, and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.

Compliance with Anti-Corruption Laws. Neither None of the Company, or any Subsidiary or any of their respective directors, officers, or employees, or, to the knowledge of the Company, any affiliate, agent or representatives of the Company nor or any of its Subsidiaries nor any directorSubsidiary, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has and the Subsidiaries: (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010) and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) made, has taken or taken will take any action in furtherance of, of an offer, payment, promise to pay pay, or authorization or approval of any direct the payment or indirect unlawful payment, giving of money, property, gifts, benefit gifts or anything else of value value, directly or indirectly to any foreign or domestic (a) government or regulatory official official, (including any officer b) government employee or employee of a government or a government-owned or controlled entity or of a public international organization, or (c) any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or party official or any candidate for any political office), in each case in order to influence official action or secure an improper advantage; (iiiiv) has made, offered, agreed, requested or take taken an act in furtherance of any unlawful paymentbribe or other unlawful benefit, including without limitationincluding, any bribe, rebate, payoffpay-off, influence payment, kickback kick-back or other unlawful paymentor improper payment or benefit; or (ivv) violated or taken any actionwill use, directly or indirectly, that would result the proceeds of the offering of the Offered Securities in a furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and the Subsidiaries and, to the knowledge of the Company, its Subsidiaries other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws, . The Company and the Subsidiaries have instituted and maintained and will continue to maintain and enforce maintain, policies and procedures designed to promote ensure, and ensure which are reasonably expected to continue to ensure, continued compliance therewith and with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.;

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries Subsidiaries, nor any directordirector or officer of the Company or any of its subsidiaries nor, officerto the best knowledge of the Company, any agent, employee, Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign or domestic government or regulatory official (including any officer or employee of a government or a government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office); (iii) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws, and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.

Compliance with Anti-Corruption Laws. Neither None of the Company nor or any of its Subsidiaries nor subsidiaries or Affiliated Entities or any directordirector or officer of the Company or any of its subsidiaries or Affiliated Entities nor, officerto the knowledge of the Company, any employee, agent, employee, Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries or Affiliated Entities has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, payment or benefit or anything else of value to any foreign or domestic government or regulatory official (including any officer or employee of a government or a government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office); (iii) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, statute offered, agreed, requested or regulation. The taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; and the Company and its Subsidiaries subsidiaries and Affiliated Entities have conducted their businesses in compliance with applicable anti-corruption lawswith, and have instituted and maintained maintain and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with with, all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained hereinlaws.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries the Controlled Entities or their respective affiliates, nor any director, officerofficer or employee thereof, nor, to the knowledge of the Company, any agent, employeeaffiliate, Affiliate representative or other person associated with or acting for or on behalf of the Company or of any of its Subsidiaries the Controlled Entities or their respective affiliates, has (i) used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, made or taken or will make or take any action in furtherance of, of an offer, payment, promise to pay pay, or authorization or approval of any direct or indirect unlawful the payment, benefit or giving of money, property, gifts, benefit gifts or anything else of value value, directly or indirectly, to any foreign or domestic “government or regulatory official official” (including any officer or employee of a government or a government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office), including the family members of any such person) to influence official action or secure an improper advantage; (iii) made, offered, agreed, requested violated or take an act is in furtherance violation of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, the Criminal Law of China or the PRC Anti-Unfair Competition Law, in each case as amended, and the rules and regulations thereunder (the “FCPA”)amended from time to time, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; (v) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws, statute or regulation. The Company and its Subsidiaries the Controlled Entities and their respective affiliates have conducted their businesses in compliance with applicable anti-corruption laws, laws and have instituted instituted, maintained and maintained enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery such laws and anti-corruption laws as well as with the representations and warranties contained herein. No investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Controlled Entities with respect to applicable anti-corruption laws is pending or, to the knowledge of the Company, threatened.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries nor any director, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign or domestic government or regulatory official (including any officer or employee of a government or a government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office); (iii) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws, and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.

Compliance with Anti-Corruption Laws. Neither None of the Company, or any Controlled Entity or any of their respective directors, officers, or employees, or, to the knowledge of the Company, any affiliate, agent or representatives of the Company nor or any of its Subsidiaries nor any directorControlled Entity, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has and the Controlled Entities (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) made, has taken or taken will take any action in furtherance of, of an offer, payment, promise to pay pay, or authorization or approval of any direct the payment or indirect unlawful payment, giving of money, property, gifts, benefit gifts or anything else of value value, directly or indirectly to any foreign or domestic (a) government or regulatory official official, (including any officer b) government employee or employee of a government or a government-owned or controlled entity or of a public international organization, or (c) any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or party official or any candidate for any political office), in each case in order to influence official action or secure an improper advantage; (iiiiv) has made, offered, agreed, requested or take taken an act in furtherance of any unlawful paymentbribe or other unlawful benefit, including without limitationincluding, any bribe, rebate, payoffpay-off, influence payment, kickback kick-back or other unlawful paymentor improper payment or benefit; or (ivv) violated or taken any actionwill use, directly or indirectly, that would result the proceeds of the offering of the Offered Shares in a furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and the Controlled Entities and, to the knowledge of the Company, its Subsidiaries other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws, . The Company and the Controlled Entities have instituted and maintained and will continue to maintain and enforce maintain, policies and procedures designed to promote ensure, and ensure which are reasonably expected to continue to ensure, continued compliance therewith and with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.;

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries subsidiaries or VIEs, nor any director, officer, nor, to the knowledge of the Company, any affiliate, agent, employeerepresentative, Affiliate employee or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries, VIEs, or of any of its subsidiaries or VIEs acting on behalf of the Company or any of its subsidiaries or VIEs, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to any political activity; , (ii) made, taken or taken will take knowingly any action in furtherance of, of an offer, payment, promise to pay pay, or authorization or approval of any direct the payment or indirect unlawful payment, giving of money, property, gifts, benefit gifts or anything else of value value, directly or indirectly, to any foreign or domestic “government or regulatory official official” (including any officer or employee of a government or a government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office); ) to influence official action or secure an improper advantage, or (iii) made, offered, agreed, requested or take taken an act in furtherance of any unlawful paymentbribe or other unlawful benefit, including including, without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful paymentor improper payment or benefit; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and its Subsidiaries subsidiaries and VIEs have conducted their businesses in compliance with applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977 and the Xxxxxxx Xxx 0000 of the United Kingdom, and have instituted and maintained maintain and will continue to maintain and enforce policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery such laws and anti-corruption laws as well as with the representations representation and warranties warranty contained herein.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries or Affiliated Entity nor any director, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries or Affiliated Entity has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign or domestic government or regulatory official (including any officer or employee of a government or a government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office); (iii) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws, statute or regulation. The Company and its Subsidiaries and Affiliated Entity have conducted their businesses in compliance with applicable anti-corruption laws, and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.

Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries or their respective affiliates, nor any directordirector or officer thereof, officernor to the best knowledge of the Company, any employee, agent, employee, Affiliate representative or other person associated with acting for or acting on behalf of the Company or of any of its Subsidiaries has Subsidiaries, (i) has used or will use any corporate funds for any unlawful contribution, gift, entertainment entertainment, or other unlawful expense relating to political activity; (ii) made, has taken or taken will take any action in furtherance of, an of any offer, payment, promise to pay pay, or authorization or approval of any direct or indirect unlawful the payment, giving of money, property, gifts, benefit or anything else of value value, directly or indirectly, to any foreign or domestic a “government or regulatory official official” (including any officer officer, director or employee of a any government branch or a agency, government-owned or controlled entity or of a instrumentality, public international organizationorganization or political party; any political party official or candidate for political office; or any close family member of, or any person acting in an official capacity for or on behalf of of, any of the foregoing, ) or to any political party other Person to influence official action or party official secure an improper advantage or candidate for political office); (iii) made, offered, agreed, requested or to take an act any other action in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedthe UK Bribery Act 2010, and the rules and regulations thereunder (Anti-Unfair Competition Law of the “FCPA”)PRC, or the Criminal Law of the PRC, any applicable law law, statute, or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery bribery, anti-corruption, or anti-corruption lawskickback law, statute statute, regulation, order, decree or regulation. The directive having the force of law in each case as amended from time to time (collectively the “Anti-Corruption Laws”); (iii) has taken or will take any act in furtherance of an offer, payment, promise to pay, agreement, request, authorization or approval, or any other act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback, or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable Anti-Corruption Laws; and the Company and its Subsidiaries and affiliates have each conducted and will conduct their respective businesses in compliance with applicable antiAnti-corruption Corruption laws. No investigation, and have instituted and maintained and will continue action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to maintain and enforce policies and procedures designed the Anti-Corruption Laws is pending or, to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.knowledge of the Company, threatened;

Compliance with Anti-Corruption Laws. Neither the Company nor such Selling Shareholder or any of its Subsidiaries nor subsidiaries, or any directordirector or officer of such Selling Shareholder or its subsidiaries, officernor, to the knowledge of such Selling Shareholder, any of its affiliates, any director or officer of such Selling Shareholder’s affiliates, or any employee, agent, employee, Affiliate affiliate or other person associated with or acting on behalf of the Company such Selling Shareholder or any of its Subsidiaries subsidiaries or affiliates has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, payment or benefit or anything else of value to any foreign or domestic government or regulatory official (including any officer or employee of a government or a government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office); (iii) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, statute offered, agreed, requested or regulation. The Company taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; and such Selling Shareholder and its Subsidiaries subsidiaries have conducted their businesses in compliance with applicable anti-corruption lawswith, and have instituted and maintained maintain and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with with, all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained hereinlaws.

Compliance with Anti-Corruption Laws. Neither None of the Company nor or any of its Subsidiaries nor subsidiaries or Affiliated Entities or any directordirector or officer of the Company or any of its subsidiaries or Affiliated Entities nor, officerto the knowledge of the Company, any employee, agent, employee, Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries or Affiliated Entities has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment, giving of money, property, gifts, payment or benefit or anything else of value to any foreign or domestic government or regulatory official (including any officer or employee of a government or a government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office); (iii) made, offered, agreed, requested or take an act in furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, statute offered, agreed, requested or regulation. The taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; and the Company and its Subsidiaries subsidiaries and Affiliated Entities have conducted their businesses in compliance with applicable anti-corruption lawswith, and have instituted and maintained maintain and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with with, all applicable anti-bribery and anti-corruption laws as well as (collectively, the representations and warranties contained herein“Anti-Corruption Law”).