Common use of No Unlawful Payments Clause in Contracts

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly or indirectly, that would result in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; 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 payment or benefit. The Company and its subsidiaries have instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company Carvana Parties nor any of its their respective subsidiaries nor any director or officer of the Company Carvana Parties or any Significant Subsidiary of their respective subsidiaries, nor, to the knowledge of the CompanyCarvana Parties, any director or officer of any other subsidiaryagent, any manager, employee, agent, affiliate or other authorized representative person or acting on behalf of the Company Carvana Parties or any of its their respective subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to a political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly or indirectly, that would result in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Carvana Parties and its their respective subsidiaries have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither the Company nor Xxxxxxxx Xxxx nor any of its subsidiaries their subsidiaries, nor any director or officer of the Company or any Significant Subsidiary nor, to the knowledge of the CompanyCompany any affiliate, any director director, officer or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative employee of the Company or Xxxxxxxx Xxxx or their subsidiaries nor any agent or other person associated with or acting on behalf of the Company or Xxxxxxxx Xxxx or any of its their subsidiaries has (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any actionviolated, directly is in violation of, or indirectly, that would result in a violation of will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its Xxxxxxxx Xxxx and their subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, and maintain and enforce, 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 and with the representation and warranty contained herein. Neither the Company nor Xxxxxxxx Xxxx, nor any of their subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries subsidiaries, nor any director or officer of the Company or any Significant Subsidiary of its subsidiaries, nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative employee of the Company or any of its subsidiaries subsidiaries, any agent, affiliate or other person acting for or on behalf of the Company or any of its subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any law, including Improper Solicitation and Graft Act of its subsidiaries conducts businessKorea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintained and enforced, 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. The Company will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer None of the Company or any Significant Subsidiary norof its subsidiaries or, to the knowledge of the Company, any director director, officer, employee or officer affiliate of the Company or any other subsidiary, of its subsidiaries or any employee, agent, affiliate agent or other authorized representative person acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled -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) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw (“Anti-Corruption Laws”); 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. None of the Company or any of its subsidiaries will use, directly or knowingly 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. The Company and its subsidiaries have instituted, and maintain and enforce, and will continue to maintain and enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable antiAnti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither the Company Selling Stockholder nor any of its subsidiaries subsidiaries, nor any director or officer of the Company Selling Stockholder or any Significant Subsidiary of its subsidiaries, nor, to the knowledge of the CompanySelling Stockholder, any director employee of the Selling Stockholder or officer any of its subsidiaries, nor any other subsidiary, any employee, agent, affiliate or other authorized representative person acting for or on behalf of the Company Selling Stockholder or any of its subsidiaries subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any law, including Improper Solicitation and Graft Act of its subsidiaries conducts businessKorea and Criminal Act of Korea; 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. The Company Selling Stockholder and its subsidiaries have instituted, maintained and enforced, 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, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries Subsidiaries nor any director director, officer, or officer of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative employee of the Company or any of its subsidiaries Subsidiaries nor, to the Company’s Knowledge, any agent, affiliate or other person or entity associated with or acting on behalf of the Company or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in: (iA) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity 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; , (iiiC) has taken any action, directly or indirectly, that would result in a violation by any such person or entity of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; laws, or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries Subsidiaries have instituted, maintain and enforce, 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.

No Unlawful Payments. Neither the Company nor any of its subsidiaries subsidiaries, nor any director director, officer or officer employee of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the CompanyCompany and each of the Guarantors, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where law, including, without limitation, making use of the Company mails or any means or instrumentality of its subsidiaries conducts businessinterstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or any other applicable anti-corruption laws; 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. The Company and its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries subsidiaries, nor any director director, officer or officer employee of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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, payoff, kickback or other unlawful or improper payment or benefit. The ; and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Company nor SDH Parties, any of its subsidiaries nor their respective subsidiaries, any director director, officer or officer employee, of the Company any SDH Party or any Significant Subsidiary norof their respective subsidiaries or, to the knowledge of the CompanySDH Parties, any director agent, affiliate, representative or officer other person associated with or acting on behalf of any other subsidiary, any employee, agent, affiliate or other authorized representative of the Company SDH Party or any of its their respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company Each SDH Party and its subsidiaries have instituted, and maintain and enforce, 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. None of the SDH Parties or any of their respective subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither neither the Company Company, nor any member of its subsidiaries the Group, nor any director or officer of, nor to the best knowledge of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director or officer of any other subsidiary(after due and careful enquiry), any employee, agent, affiliate of or other authorized representative person associated with or acting on behalf of the Company or any member of its subsidiaries has the Group, (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken an act in furtherance of an offer, promise or authorization authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organizationorganisation, 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) is aware of or has taken any action, directly or indirectly, that would result in a violation of any provision by such persons of the Foreign Corrupt Practices Act of 1977, as amended, or and the rules and regulations thereunder (the “FCPA”), any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company law or any of its subsidiaries conducts business; regulation or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company ; and its subsidiaries the Issuer and every member of the Group has conducted their businesses in compliance with the FCPA and any other similar applicable anti-bribery or anti-corruption law or regulation of any such other jurisdiction and have instituted, instituted and maintain and enforce, enforce policies and procedures designed to promote and ensure continued compliance with all applicable anti-bribery with, and anti-corruption prevent violation of, such laws., rules and regulations;

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary subsidiaries, nor, to the knowledge of the Company, any director or officer of any other subsidiarytheir respective directors, any employeeofficers, agentemployees, affiliate agents, affiliates or other authorized representative persons associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or unlawful benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where law (collectively, the Company or any of its subsidiaries conducts business“Anti-Corruption Laws”); or (iv) made, offered, agreed, requested made or taken an act in furtherance of an offer, promise or authorization 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, with the exception of violations of Anti-Corruption Laws and any actions in furtherance of any unlawful bribe or unlawful benefit (x) that do not involve any executive officer or similar member of senior management of the Company or its subsidiaries and do not represent a systematic failure of compliance controls, (y) with respect to which the Company or such subsidiary has taken or is diligently taking steps to cure such violations and (z) which would not reasonably be expected to have a Material Adverse Effect or result in a violation of the Anti-Corruption Laws by the Underwriters. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable antiAnti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director director, officer or officer employee of the Company or any Significant Subsidiary of its subsidiaries or controlled affiliates nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate agent or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) has used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken or will make or take an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result will be in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed or will commit an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption and anti-bribery laws and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery such laws and anti-corruption lawswith the representation and warranty contained herein.

No Unlawful Payments. Neither the Company nor any of its subsidiaries Controlled Entities, nor any director director, supervisor, officer, manager or officer employee of the Company or any Significant Subsidiary of its Controlled Entities, nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agentrepresentative, affiliate or other authorized representative person acting on behalf of the Company or any of its subsidiaries Controlled 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 taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment payment, giving of money, property, gifts, benefit or benefit anything else of value to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, including in order to influence official action or secure an improper advantage; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any applicable law, rule or regulation of the Cayman Islands, PRC or Hong Kong, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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; or (v) will directly or indirectly use the proceeds of the offering of the Shares by the Company hereunder in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person in violation of any applicable anti-corruption law. The Company and its subsidiaries Controlled Entities have instituted, maintained and enforced, and will continue to maintain and enforce, enforce adequate policies and procedures that are designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither For the last five years, neither the Company nor any of its subsidiaries nor any director subsidiaries, directors or officer of the Company or any Significant Subsidiary officers, nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct the payment, giving or indirect unlawful payment receipt of money, property, gifts or benefit anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, 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 offense under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company such Selling Stockholder nor (if such Selling Stockholder is not a natural person) any of its subsidiaries nor any director director, officer or officer employee of the Company such Selling Stockholder or (if such Selling Stockholder is not a natural person) any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Companysuch Selling Stockholder, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company such Selling Stockholder or (if such Selling Stockholder is not a natural person) any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company Such Selling Stockholder and its subsidiaries (if such Selling Stockholder is not a natural person) have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither such Selling Stockholder nor (if such Selling Stockholder is not a natural person) any of its subsidiaries will use, directly or indirectly, the proceeds of the offering of the Shares hereunder 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.

No Unlawful Payments. Neither the Company Company, nor any of its subsidiaries nor any director subsidiaries, directors or officer of the Company or any Significant Subsidiary norofficers or, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative of the Company or any of its subsidiaries, any agent, employee, affiliate or other person associated with or acting on behalf of the Company or of any of its subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person per-son 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; office to influence official action or secure an improper advantage, (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery antibribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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, to any Government Official or other person or entity. The Company and its subsidiaries and affiliates have institutedconducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain, and maintain and enforcewill continue to maintain, policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws.;

No Unlawful Payments. Neither the Company nor any each of its subsidiaries Subsidiaries nor any director director, officer, or officer employee of the Company or any Significant Subsidiary each of its Subsidiaries nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person or entity associated with or acting on behalf of the Company or any each of its subsidiaries Subsidiaries, is aware of or has taken any action, directly or indirectly, that has resulted or would result in: (iA) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity 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; , (iiiC) has taken any action, directly or indirectly, that would result in a violation by any such person or entity of any provision of the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; laws, or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and each of its subsidiaries Subsidiaries have instituted, maintain and enforce, 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.

No Unlawful Payments. Neither None of the Company nor BRP Parties, any of their respective subsidiaries, any director, officer or employee of any BRP Party or any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary noror, to the knowledge of the CompanyBRP Parties, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company any BRP Party or any of its subsidiaries has (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (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. The Company Each BRP Party and its subsidiaries have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither the Company nor Company, the Operating Partnership or any of its subsidiaries the Subsidiaries nor any director or officer of the Company Company, the Operating Partnership or any Significant Subsidiary of the Subsidiaries nor, to the knowledge of the CompanyTransaction Entities, any director or officer of any other subsidiaryagent, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. Neither the Company, the Operating Partnership or any of the Subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company Company, the Operating Partnership and its subsidiaries the Subsidiaries have instituted, and maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Company nor RSG Parties, any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary nor, to the knowledge of the Companytheir respective subsidiaries, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative of the Company RSG Party or any of its their respective subsidiaries or, to the knowledge of the RSG Parties, any agent, employee, affiliate, representative or other person associated with or acting on behalf of any RSG Party or any of their respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company Each RSG Party and its subsidiaries subsidiaries, taken as a whole, have instituted, and maintain and enforce, 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. None of the RSG Parties or any of their respective subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company Selling Stockholder nor any of its subsidiaries subsidiaries, nor any director director, officer or officer employee of the Company Selling Stockholder or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the CompanySelling Stockholder, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company Selling Stockholder or any of its subsidiaries has subsidiaries, (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any actionviolated, directly is in violation of, or indirectly, that would result in a violation of will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Selling Stockholder and its subsidiaries subsidiaries, if any, have conducted their business in compliance with applicable anti-corruption laws and have instituted, and maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither None of (x) the Company nor or any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary nor, (y) to the knowledge of the Company, any director or officer of any other subsidiarydirectors, any employeeofficers, agentemployees, affiliate agents, controlled affiliates or other authorized representative persons acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United KingdomKingdom (the “U.K. Bribery Act”), or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company and its subsidiaries have instituted, maintain and enforce, 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. Neither the Company nor any of its subsidiaries will use, directly or indirectly, any part of the proceeds from the offering of the Notes hereunder in violation of the FCPA or the U.K. Bribery Act, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.

No Unlawful Payments. Neither the Company Issuers, MPT nor any of its their respective subsidiaries nor any director or officer of the Company or any Significant Subsidiary noror, to the knowledge of MPT and the CompanyIssuers, any director or officer of any other subsidiarydirector, any officer, employee, agent, affiliate or other authorized representative person acting on behalf of the Company Issuers, MPT or any of its their respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment is aware of or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly or indirectly, that would result in a violation of any provision by such persons of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing and the OECD Convention on Combating rules and regulations thereunder (the “FCPA”), the U.K. Bribery Act of Foreign Public Officials in International Business Transactions2010, or committed an offence under the Xxxxxxx Criminal Finances Xxx 0000 of the United Kingdom0000, or any other applicable anti-bribery or anti-and corruption laws in any jurisdiction where and regulations (collectively, the Company or any of its subsidiaries conducts business; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit“Anti-Bribery and Corruption Laws”), including, without limitation, making use of the mails or any rebatemeans or instrumentality of interstate commerce corruptly in furtherance of an offer, payoff, influence payment, kickback promise to pay or authorization of the payment of any money, or other unlawful payment property, gift, promise to give, or benefit. The Company and its subsidiaries have institutedauthorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or which payment, receipt or retention of funds is of a character required to be disclosed in the Registration Statement, any Preliminary Prospectus or the Prospectus, and the Issuers, MPT and, to the knowledge of MPT and the Issuers, their respective affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain and enforce, policies and procedures designed to promote ensure, and ensure which are reasonably expected to continue to ensure, continued compliance with all applicable antitherewith. To the best of the Issuers’ and MPT’s knowledge and belief, no actions or investigations by any governmental or regulatory agency are ongoing or threatened against the Issuers, MPT or their respective subsidiaries, or any of their respective directors, officers or employees or anyone acting on their behalf in relation to a breach of the Anti-bribery Bribery and antiCorruption Laws. The Issuers and MPT will not directly or indirectly use, lend or contribute the proceeds from the offering of securities hereunder for any purpose that would breach the Anti-corruption lawsBribery and Corruption Laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries subsidiaries, nor any director or officer or controlled affiliate or, to the knowledge of the Company, any non-controlled affiliate or employee of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate agent or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company Company, its subsidiaries and its subsidiaries controlled affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither None of the Company nor Company, any of its subsidiaries or, to the knowledge of the Company, any of the Acquired Companies, nor any director director, officer or officer employee of the Company or Company, any Significant Subsidiary of its subsidiaries or, to the knowledge of the Company, any of the Acquired Companies nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person acting on behalf of the Company or Company, any of its subsidiaries or any of the Acquired Companies has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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 payment or benefit. The Company and Company, its subsidiaries and, to the knowledge of the Company, the Acquired Companies have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director director, officer or officer employee of the Company or any Significant Subsidiary of its subsidiaries or controlled affiliates nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate agent or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) has used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken or will make or take an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result will be in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed or will commit an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption and anti-bribery laws and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all such laws and with the representation and warranty contained herein. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither (A) Each of the Company nor any of Company, its subsidiaries nor any director or officer of the Company or any Significant Subsidiary norand, to the knowledge of the Company, its affiliates and any director of their respective officers, directors, supervisors, managers, employees or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative agents while acting on behalf of the Company, has not violated, the Company’s participation in the offering will not violate, and the Company or any has instituted and maintains policies and procedures designed to ensure continued compliance with each of its subsidiaries has the following laws: (i) used applicable anti-bribery laws, including but not limited to, any corporate funds for any unlawful contributionapplicable law, giftrule, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization regulation of any direct or indirect unlawful payment or benefit locality, including but not limited to any foreign or domestic government official or employeelaw, including of any government-owned or controlled entity or of a public international organizationrule, 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) has taken any action, directly or indirectly, that would result in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under signed December 17, 1997, including the Xxxxxxx Xxx 0000 U.S. Foreign Corrupt Practices Act of the United Kingdom, 1977 or any other law, rule or regulation of similar purpose and scope; (ii) applicable federal, state or foreign anti-bribery money laundering laws or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitregulations, including, without limitation, Title 18 U.S. Code section 1956 and 1957; or (iii) applicable laws and regulations imposing U.S. economic sanctions measures, including, but not limited to, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the United Nations Participation Act, and the Syria Accountability and Lebanese Sovereignty Act, all as amended, and any rebateExecutive Order, payoffdirective, influence paymentor regulation pursuant to the authority of any of the foregoing, kickback including the regulations of the United States Treasury Department set forth under 31 CFR, Subtitle B, Chapter V, as amended, or any orders or licenses issued thereunder, except, in the case of clause (iii), for immaterial violations or noncompliance; and (B) the Company will not use the proceeds of the offering (or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other unlawful payment person or benefit. The entity) for the purpose of financing or facilitating unauthorized activities, or unauthorized dealings with any person, that would result in a violation by the Company and its subsidiaries have instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawsof the regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

No Unlawful Payments. Neither the Company nor Xxxxxxxx Xxxx nor any of its subsidiaries their subsidiaries, nor any director or officer of the Company or any Significant Subsidiary nor, to the knowledge of the CompanyCompany any affiliate, any director director, officer or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative employee of the Company or Xxxxxxxx Xxxx or their subsidiaries nor any agent or other person associated with or acting on behalf of the Company or Xxxxxxxx Xxxx or any of its their subsidiaries has (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any actionviolated, directly is in violation of, or indirectly, that would result in a violation of will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its Xxxxxxxx Xxxx and their subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, and maintain and enforce, 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 and with the representation and warranty contained herein. Neither the Company nor Xxxxxxxx Xxxx, nor any of their subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company Carvana Parties nor any of its their respective subsidiaries nor any director or officer of the Company Carvana Parties or any Significant Subsidiary of their respective subsidiaries, nor, to the knowledge of the CompanyCarvana Parties, any director or officer of any other subsidiaryagent, any manager, employee, agent, affiliate or other authorized representative person acting on behalf of the Company Carvana Parties or any of its their respective subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to a political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly or indirectly, that would result in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Carvana Parties and its their respective subsidiaries have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither the Company such Selling Stockholder nor (if such Selling Stockholder is not a natural person) any of its subsidiaries, nor any director, officer or employee of such Selling Stockholder or (if such Selling Stockholder is not a natural person) any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary nor, to the knowledge of the Companysuch Selling Stockholder, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company such Selling Stockholder or (if such Selling Stockholder is not a natural person) any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company Such Selling Stockholder and its subsidiaries (if such Selling Stockholder is not a natural person) have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither the Company nor any of its subsidiaries Subsidiaries, nor any director or officer of the Company or any Significant Subsidiary officer, nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative of the Company or any of its subsidiaries Subsidiaries, any employee, affiliate or agent or other person acting on behalf of the Company or of any of its Subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or 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 officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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, to any Governmental Official or other person or entity. The Company and its subsidiaries Subsidiaries and, to the knowledge of the Company, its affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, will continue to maintain policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither the Company Parent Guarantor nor any of its subsidiaries subsidiaries, nor any director director, officer or officer employee of the Company Parent Guarantor or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the CompanyCompany and the Parent Guarantor, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person acting on behalf of the Company Parent Guarantor or any of its subsidiaries has violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, 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 U.K. Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law (collectively, the “Anti-Corruption Laws”), nor have any of the foregoing: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) has taken any action, directly or indirectly, that would result in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; 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, in each case of (i), (ii), or (iii) to the extent that such conduct violates the applicable Anti-Corruption Laws. The Company Parent Guarantor and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure compliance with all applicable antiAnti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company their directors or any Significant Subsidiary officers, nor, to the knowledge of the Company, any director or officer of any other subsidiaryagent, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating related to political activity; (ii) made has made, taken or taken an act in furtherance of an will take any action to further or facilitate any offer, payment, gift, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organizationpay, or any offer, gift or promise of anything else of value, directly or indirectly, to any person acting in an official capacity for knowing that all or on behalf of any a portion of the foregoingpayment will be offered, given or promised to anyone to improperly influence official action, to unlawfully obtain or retain business for the Company or its subsidiaries, or any political party to secure an improper advantage for the Company or party official or candidate for political officeits subsidiaries; (iii) has made, offered, taken, or will make, offer or take any act in furtherance of any bribe, unlawful rebate, payoff, influence payment, property, gift, kickback or other unlawful payment; or (iv) is aware of, has taken or will take any action, directly or indirectly, that would could result in a violation of any provision or a sanction for violation by such persons of the Foreign Corrupt Practices Act of 19771977 (the “FCPA”), as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business TransactionsTransactions (the “OECD Bribery Convention”) or, to the extent applicable, the U.K. Bribery Act of 2010 (the “U.K. Bribery Act”), in each case as may be amended from time to time, or committed an offence under the Xxxxxxx Xxx 0000 similar law of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where jurisdiction, including the Company or any of rules and regulations thereunder; and the Company, its subsidiaries conducts business; or (iv) madeand, offeredto the knowledge of the Company, agreedits affiliates, requested or taken an act have conducted their businesses in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries have instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws (including, without limitation the FCPA and, to the extent applicable, the U.K. Bribery Act, and other similar laws of any other applicable jurisdiction, or the rules or regulations thereunder) and/or regulations and have instituted and maintain policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws (including, without limitation the FCPA and, to the extent applicable, the U.K. Bribery Act, and other similar laws of any other applicable jurisdiction, or the rules or regulations thereunder) and with the representation and warranty contained herein.

No Unlawful Payments. Neither None of the Company nor Company, any of its subsidiaries nor subsidiaries, or any director director, officer, affiliate, or officer employee of the Company or any Significant Subsidiary norof its subsidiaries or, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate representative, or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will take, an act in furtherance of an offer, payment, promise or authorization or approval of any direct or indirect unlawful payment of money, property, gifts, any benefit, or benefit anything of value to any foreign or domestic government official or regulatory official, officer or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company and each of its subsidiaries and affiliates have instituted, 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 reasonably designed to promote and ensure achieve compliance with all such laws and with the representations and warranties contained herein. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and or anti-corruption laws.

No Unlawful Payments. Neither neither the Company Company, nor any member of its subsidiaries the Group, nor any director or officer of, nor to the best knowledge of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director or officer of any other subsidiary(after due and careful enquiry), any employee, agent, affiliate of or other authorized representative person associated with or acting on behalf of the Company or any member of its subsidiaries has the Group, (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken an act in furtherance of an offer, promise or authorization authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organizationorganisation, 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) is aware of or has taken any action, directly or indirectly, that would result in a violation of any provision by such persons of the Foreign Corrupt Practices Act of 1977, as amended, or and the rules and regulations thereunder (the “FCPA”), any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company law or any of its subsidiaries conducts business; regulation or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company ; and its subsidiaries the Issuer and every member of the Group has conducted their businesses in compliance with the FCPA and any other similar applicable anti-bribery or anti-corruption law or regulation of any such other jurisdiction and have instituted, instituted and maintain and enforce, enforce policies and procedures designed to promote and ensure continued compliance with all applicable anti-bribery with, and anti-corruption prevent violation of, such laws., rules and regulations;

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) made made, taken or taken an act will take any action in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, employee (including any officer or employee of any a government or 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 improperly influence official action or secure an improper advantage for the Company or its subsidiaries; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, property, gifts, kickback or other unlawful payment or benefitpayment. The Company and Company, its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, will continue to maintain policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director director, officer or officer employee of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws. For the past five years, the Company and its subsidiaries have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither the Company such Selling Stockholder nor, if applicable, any of its subsidiaries, nor any director, officer or employee of such Selling Stockholder or any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary nor, to the knowledge of the Companysuch Selling Stockholder, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company such Selling Stockholder or any of its subsidiaries has subsidiaries, if any (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any actionviolated, directly is in violation of, or indirectly, that would result in a violation of will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company If an entity, such Selling Stockholder and its subsidiaries subsidiaries, if any, have conducted their business in compliance with applicable anti-corruption laws and have instituted, and maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Company, any director or officer employee of any other subsidiarythe Company, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise or authorization or approval of any direct payment, giving or indirect unlawful payment receipt of money, property, gifts or benefit anything else of value, directly or indirectly, to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice in order to influence official action in violation of any applicable anti-corruption laws, or to any person in violation of any applicable anti-corruption laws; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any applicable anti-corruption laws, including any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director director, officer or officer employee of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate affiliate, representative or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment or benefit benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; 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. The Company and its subsidiaries have has instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. Neither of the Company Transaction Parties nor any of its their respective subsidiaries nor any director or officer of the Company Transaction Parties or any Significant Subsidiary of their respective subsidiaries nor, to the knowledge of either of the CompanyTransaction Parties, or any employee of the Transaction Parties or any of their respective subsidiaries, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company Transaction Parties or any of its their respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company and its subsidiaries will not use, directly or indirectly, the proceeds of the offering of the Shares hereunder in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit in violation of any applicable anti-bribery or anti-corruption laws. The Transaction Parties and their subsidiaries have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate affiliate, representative or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment or benefit benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-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; office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; anticorruption 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. The Company and its subsidiaries have has instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. Neither the Company such Selling Stockholder nor any of its subsidiaries subsidiaries, nor any director director, officer or officer employee of the Company such Selling Stockholder or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Companysuch Selling Stockholder, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company such Selling Stockholder or any of its subsidiaries has (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any actionviolated, directly is in violation of, or indirectly, that would result in a violation of will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Such Selling Stockholder and its subsidiaries subsidiaries, if any, have conducted their business in compliance with applicable anti-corruption laws and have instituted, and maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither the Company Carvana Parties nor any of its their respective subsidiaries nor any director or officer of the Company Carvana Parties or any Significant Subsidiary of their respective subsidiaries, nor, to the knowledge of the CompanyCarvana Parties, any director or officer of any other subsidiaryagent, any manager, employee, agent, affiliate or other authorized representative person acting on behalf of the Company Carvana Parties or any of its their respective subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to a political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly or indirectly, that would result in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Brxxxxx Xxx 0000 of xf the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Carvana Parties and its their respective subsidiaries have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director director, officer or officer employee of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Company’s knowledge, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful payment or benefit or provision of anything of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom (the “Bribery Act”) or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaws; 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. The Company and its subsidiaries have instituted, maintain and enforce, 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. The Company has designed and maintains policies and procedures relating to compliance with applicable anti-bribery and anti-corruption laws. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company Selling Stockholder nor any of its subsidiaries subsidiaries, nor any director director, officer or officer employee of the Company Selling Stockholder or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the CompanySelling Stockholder, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company Selling Stockholder or any of its subsidiaries has (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any actionviolated, directly is in violation of, or indirectly, that would result in a violation of will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Selling Stockholder and its subsidiaries subsidiaries, if any, have conducted their business in compliance with applicable anti-corruption laws and have instituted, and maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither For the past five years, neither the Company nor any of its subsidiaries subsidiaries, nor any director or officer of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise promise, or authorization or approval of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws. The Company and each of its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, and maintain and enforce, and will continue to maintain and enforce policies and procedures reasonably designed to promote and ensure achieve compliance with all any applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither of the Company RP Entities nor any of its their subsidiaries nor any director or officer of the Company or any Significant Subsidiary affiliates nor, to the knowledge of the CompanyRP Entities, any director director, officer or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative employee of the Company RP Entities or any of its their subsidiaries nor, to the knowledge of the RP Entities, any agent or other person associated with or acting on behalf of the RP Entities or any of their subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Neither of the RP Entities nor any of their subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company RP Entities and its their subsidiaries have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither the Company nor any of its subsidiaries or affiliates, nor any director director, officer or officer of the Company or any Significant Subsidiary employee, nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative of the Company or any of its subsidiaries, any agent or other person acting on behalf of the Company or of any of its subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or 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 officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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, to any Governmental Official or other person or entity. The Company and its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, will continue to maintain policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither the Company nor any of its subsidiaries subsidiaries, nor any director or officer of the Company or any Significant Subsidiary of its subsidiaries, nor, to the knowledge of the Company, any director employee of the Company or officer any of its subsidiaries or any other subsidiary, any employee, agent, controlled affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used used, nor will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, nor will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any actionviolated, directly will violate, or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where law (collectively, the Company or any of its subsidiaries conducts business“Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken taken, nor will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries and affiliates have conducted their businesses in compliance, in all material respects, with the Anti-Corruption Laws and have instituted, and maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable antiAnti-bribery Corruption Laws and antiwith the representation and warranty contained herein. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries subsidiaries, owners, majority-owned affiliates, controlling persons nor any director or officer of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, non-majority-owned affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an any gift, offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any applicable provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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; and (v) neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and its subsidiaries have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus under the heading “Risk Factors” and in the Company’s Annual Report on Form 20-F for the year ended December 31, 2018, as filed with the SEC on February 28, 2019, under the heading “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal proceedings” and in note G.3 to the Company’s audited consolidated financial statements, which section and financial statements are incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus, to the knowledge of the Company, neither the Company nor any of its subsidiaries subsidiaries, nor any director or officer of the Company or any Significant Subsidiary norof its subsidiaries, to the knowledge of the Company, nor any director or officer of any other subsidiary, any employee, agent, affiliate employee or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (iA) used directly or indirectly, any corporate funds or anything else of value for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful or improper payment or benefit to any foreign or domestic government official or employeeemployee from corporate funds, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iiiC) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedthe United Kingdom Bxxxxxx Xxx 0000, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, Transactions (including any applicable law or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, regulation implementing such convention) or any other applicable anti-bribery or anti-corruption similar laws in any jurisdiction where the Company or any of its subsidiaries conducts business; other relevant jurisdictions or (ivD) mademade any bribe, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful payment or benefitpayment. The Each of the Company and its subsidiaries have instituted, has instituted and maintain and enforce, maintained policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery corruption laws and anti-corruption lawsregulations and with the representations and warranties contained herein.

No Unlawful Payments. Neither the Company Lilium nor any of its subsidiaries Subsidiaries nor any director or officer of the Company or any Significant Subsidiary officer, nor, to the knowledge of the Company, any director or officer of any other subsidiaryLilium, any employee, agent, affiliate representative or Affiliate or other authorized representative Person acting on behalf of the Company Lilium or any of its subsidiaries has Subsidiaries has, in the course of its actions for, or on behalf of, Lilium or any of its Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; activity; (ii) made or taken an act any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign “government official” (including any officer or domestic employee of a government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person Person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official of any federal, state or foreign office or candidate for any federal, state or foreign political office) to improperly influence official action or secure an improper advantage (to the extent acting on behalf of or providing services to Lilium); (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit. Lilium and its Subsidiaries and, to the knowledge of Lilium, Xxxxxx’s Affiliates have conducted their businesses in compliance with the FCPA, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under signed December 17, 1997, the Xxxxxxx Xxx 0000 of the United Kingdom, or any U.K. Bribery Act 2010 and other applicable anti-bribery or corruption, anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; 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 payment or benefit. The Company money laundering and its subsidiaries have institutedanti-bribery laws, and have instituted and maintain and enforce, policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery such laws and anti-corruption lawswith the representation and warranty contained herein.

No Unlawful Payments. Neither None of the Company nor Bioventus Parties or any of its their respective subsidiaries nor any director or officer of the Company or any Significant Subsidiary noror, to the knowledge of the CompanyBioventus Parties, after due inquiry, any director director, officer, employee or officer affiliate of any other subsidiary, Bioventus Party or any employee, agent, affiliate of its subsidiaries or any agent or other authorized representative person acting on behalf of the Company any Bioventus Party or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw (“Anti-Corruption Laws”); 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. The Company None of the Bioventus Parties or any of their respective subsidiaries will directly or indirectly use the proceeds of the offering or lend, contribute or otherwise make available such proceeds to any subsidiary or any person or entity 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 or entity in violation of any Anti-Corruption Laws. Each Bioventus Party and its subsidiaries have instituted, and maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable antiAnti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director of their respective directors, officers or officer of the Company or any Significant Subsidiary noremployees, nor to the knowledge of the Company, the Company's or any director of its subsidiaries' agents, affiliates or officer of any other subsidiary, any employee, agent, affiliate person associated with or other authorized representative acting on behalf of the Company or any of its subsidiaries (other than the Underwriters and their respective affiliates, with respect to which no representation or warranty is made), has (i) used any corporate funds for made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity(or taken any act in furtherance thereof); (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled -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) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of any Brazilian anticorruption laws, including, without limitation, Brazilian Law No. 12,846/2013 or, to the extent applicable, the Foreign Corrupt Practices Act of 1977, as amended, 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 offense under, or is in violation of, any applicable provisions of the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaws; 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. The Company and its subsidiaries have instituted, and maintain and enforce, 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. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director director, officer or officer employee of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate affiliate, representative or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment or benefit benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; 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. The Company and its subsidiaries have has instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. Neither Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, neither the Company nor any of its subsidiaries or affiliates, nor any director director, officer or officer of the Company or any Significant Subsidiary employee, nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative of the Company or any of its subsidiaries, any agent or other person acting on behalf of the Company or of any of its subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or 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 officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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, to any Governmental Official or other person or entity. The Company and its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, will continue to maintain policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither None of the Company Company, any of its subsidiaries, any of the Acquired Entities nor any of its subsidiaries the Spectrum Entities (with respect to the Acquired Autocare Business), nor any director or officer of the Company or any Significant Subsidiary norof its subsidiaries or the Spectrum Entities (with respect to the Acquired Autocare Business) or, to the knowledge of the Company, any director or officer of any other subsidiaryagent, any employee, agent, affiliate Affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries or any of the Spectrum Entities (with respect to the Acquired Autocare Business) (in each case other than any Underwriter) has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company and Company, its subsidiaries and the Spectrum Entities (with respect to the Acquired Autocare Business) and, to the knowledge of the Company, its Affiliates, have instituted, and maintain and enforce, policies and procedures designed to promote and ensure conducted their businesses in compliance with all applicable anti-bribery and anti-corruption lawslaws and have instituted, maintain and enforce policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Unlawful Payments. Neither (A) Each of the Company nor any of Company, its subsidiaries nor any director or officer of the Company or any Significant Subsidiary norand, to the knowledge of the Company, its affiliates and any director of their respective officers, directors, supervisors, managers, employees or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative agents while acting on behalf of the Company, has not violated, the Company’s participation in the offering will not violate, and the Company or any has instituted and maintains policies and procedures designed to ensure continued compliance with each of its subsidiaries has the following laws: (i) used applicable anti-bribery laws, including, but not limited to, any corporate funds for any unlawful contributionapplicable law, gift, entertainment rule or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization regulation of any direct or indirect unlawful payment or benefit to locality, including, but not limited to, any foreign or domestic government official or employeelaw, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly or indirectly, that would result in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law rule or regulation implementing promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under signed December 17, 1997, including the Xxxxxxx Xxx 0000 U.S. Foreign Corrupt Practices Act of the United Kingdom, 1977 or any other law, rule or regulation of similar purpose and scope; (ii) applicable federal, state or foreign anti-bribery money laundering laws or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitregulations, including, without limitation, Title 18 U.S. Code section 1956 and 1957; or (iii) applicable laws and regulations imposing U.S. economic sanctions measures, including, but not limited to, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the United Nations Participation Act, and the Syria Accountability and Lebanese Sovereignty Act, all as amended, and any rebateExecutive Order, payoffdirective or regulation pursuant to the authority of any of the foregoing, influence paymentincluding the regulations of the United States Treasury Department set forth under 31 CFR, kickback Subtitle B, Chapter V, as amended, or any orders or licenses issued thereunder, except, in the case of clause (iii), for immaterial violations or noncompliance; and (B) the Company will not use the proceeds of the offering (or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other unlawful payment person or benefit. The entity) for the purpose of financing or facilitating unauthorized activities, or unauthorized dealings with any person, that would result in a violation by the Company and its subsidiaries have instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawsof the regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

No Unlawful Payments. Neither the Company nor any None of its subsidiaries nor any director or officer of (x) the Company or any Significant Subsidiary norof its subsidiaries, (y) to the knowledge of the Company, any director or officer of any other subsidiarydirectors, any employeeofficers, agentemployees, affiliate agents, controlled affiliates or other authorized representative persons acting on behalf of the Company or any of its subsidiaries or (z) to the knowledge of the Company, Anadarko or any of its subsidiaries, directors, officers, employees, agents, controlled affiliates or other persons acting on behalf of Anadarko or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United KingdomKingdom (the “U.K. Bribery Act”), or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company and its subsidiaries, and to the knowledge of the Company, Anadarko and its subsidiaries have instituted, maintain and enforce, 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. Neither the Company nor any of its subsidiaries will use, directly or indirectly, any part of the proceeds from the offering of the Notes hereunder in violation of the FCPA or the U.K. Bribery Act, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries subsidiaries, in each case acting on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly or indirectly, that would result in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, and maintain and enforce, 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. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering of Securities for the purpose of funding or facilitating offering, paying, promising to pay or authorizing the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither To the Company’s knowledge, neither the Company nor any of its subsidiaries nor any director director, officer or officer employee of the Company or nor any Significant Subsidiary nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate affiliate, representative or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; . (ii) made or taken an act in furtherance of an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment or benefit benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; . (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; 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. The Company and its subsidiaries have has instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary nor, to To the knowledge of the CompanySelling Shareholder, none of the Selling Shareholder, any director of its subsidiaries, or officer of their directors or officers or any other subsidiary, any employee, agent, affiliate employee or other authorized representative person associated with or acting on behalf of the Company Selling Shareholder or any of its subsidiaries has (iA) used directly or indirectly, any corporate funds or anything else of value for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful or improper payment or benefit to any foreign or domestic government official or employeeemployee from corporate funds, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iiiC) has taken any action, directly violated or indirectly, that would result is in a violation of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedthe United Kingdom Bxxxxxx Xxx 0000, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, Transactions (including any applicable law or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, regulation implementing such convention) or any similar laws in any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; jurisdictions or (ivD) made, offered, agreed, requested or taken an act in furtherance of made any unlawful bribe or other unlawful benefit, payments including, without limitationbut not limited to, any a bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefitkickback. The Company Each of the Selling Shareholder and its subsidiaries have instituted, has instituted and maintain and enforce, maintained policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery corruption laws and regulations. None of the Selling Shareholder, any of its subsidiaries will, directly or indirectly, use the proceeds of the sale of the Securities, or lend, contribute or otherwise knowingly 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 any applicable anti-corruption lawslaw or regulation.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary director, officer, nor, to the knowledge of the Company, any director agent or officer employee of the Company or any other subsidiaryof its subsidiaries, any employee, agent, affiliate affiliates or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment of corporate funds or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly or indirectly, that would result in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaws; 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. The Company and its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries or affiliates, nor any director director, officer or officer of the Company or any Significant Subsidiary employee thereof nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company and its subsidiaries have instituted, and maintain and enforce, 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. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws.

No Unlawful Payments. Neither None of the Company nor Partnership Entities, or any director, officer or employee of any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary norPartnership Entities, and, to the knowledge of the CompanyPartnership Parties, any director or officer of any other subsidiaryno agents, any employee, agent, affiliate affiliates or other authorized representative persons associated with or acting on behalf of the Company or any of its subsidiaries has Partnership Entities have (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to expense, including but not limited to, political activity, unlawful procurement or bribery; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to anyone, including any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where law, including, without limitation, making use of the Company mails or any means or instrumentality of its subsidiaries conducts businessinterstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or of any person in violation of any other applicable anti-corruption laws; 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. The Company and its subsidiaries Partnership Entities have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director employee of the Company or officer any of its subsidiaries or any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment payment, the giving or receipt of money, property, gifts or anything else of value or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and its subsidiaries have instituted, instituted and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Company Company, nor any of its subsidiaries Nina Biotherapeutics, Inc., Pinta Biotherapeutics, Inc. or Santa Xxxxx Biotherapeutics, Inc. (collectively, the “Predecessor Entities”), nor any director or officer of the Company or any Significant Subsidiary their respective subsidiaries nor, to the knowledge of the Company, any director or officer of any other subsidiarydirector, any employeeofficer, agent, employee, affiliate or other authorized representative person associated with or acting on behalf of the Company Company, the Predecessor Entities or any of its their subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company and its subsidiaries Subsidiaries have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither Except as disclosed in the Registration Statement, the Prospectus and the General Disclosure Package, (a) neither the Company nor any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary nor, to the knowledge of the CompanyCompany after due inquiry, any director or officer of any other subsidiarydirector, any employeeofficer, agent, employee, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment is aware of or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly or indirectly, that has resulted or would result in a violation of by any provision such person of the Foreign Corrupt Practices Act of 1977FCPA, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery corruption or anti-corruption laws bribery statute or regulation, including, without limitation, any offer, payment, promise to pay or authorization of the payment of any money or other property, gift, promise to give or authorization of the giving of anything of value to any “foreign official” (as such term is defined in any jurisdiction where the Company FCPA) or any of its subsidiaries conducts business; foreign political party or (iv) madeofficial thereof or any candidate for foreign political office, offeredor any offer, agreedagreement, requested request or taken an act action in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The , in contravention of the FCPA, the Xxxxxxx Xxx 0000 or any other applicable anti-corruption or anti-bribery statute or regulation, (b) the Company and its subsidiaries subsidiaries, and, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with the FCPA, the Xxxxxxx Xxx 0000 or any other applicable anti-corruption or anti-bribery statute or regulation, and (c) the Company and its subsidiaries, and, to the knowledge of the Company, its other affiliates have instituted, and maintain and enforce, enforce policies and procedures designed to promote ensure, and ensure which are reasonably expected to ensure, continued compliance with all the FCPA, the Xxxxxxx Xxx 0000 or any other applicable anti-bribery and corruption or anti-corruption lawsbribery statute or regulation except, in the case of clauses (a) and (b), where any such violation or noncompliance would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

No Unlawful Payments. Neither the Company Company, XXXX XX nor any of its their subsidiaries or affiliates, nor any director or officer of the Company or any Significant Subsidiary officer, nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative of the Company XXXX XX or any of its their subsidiaries, any agent, employee or other person acting on behalf of the Company, XXXX XX or of any of their subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or 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 officeoffice (“Government Official”) to influence official action or secure an improper advantage; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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, to any Government Official or other person or entity. The Company Company, XXXX XX and its their subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, will continue to maintain policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither (i) None of the Company nor any of its subsidiaries nor Company, the Guarantor or their respective subsidiaries, or any director or officer of the Company or any Significant Subsidiary northereof, or, to the knowledge of Company’s or Guarantor’s knowledge, any affiliate, employee, agent or representative of, or other person associated with, the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative of the Company Guarantor or any of its subsidiaries their respective subsidiaries, has (iA) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made or made, taken an act any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct the payment, giving or indirect receipt of money, property, gifts, unlawful payment payment, benefit or benefit anything else of value, directly or indirectly, to any foreign or domestic government official (including any officer or employee, including employee of any a government or 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) has taken any in order to influence official action, directly or indirectly, that would result to any person in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; or (ivC) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company ; (ii) the Guarantor and its subsidiaries and affiliates have conducted and will conduct their businesses in compliance with all provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any other applicable anti-corruption laws, have not committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, and have instituted, maintained and enforced and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure achieve compliance with all such laws and with the representations and warranties contained herein; and (iii) neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries subsidiaries, nor any director director, officer or officer of the Company or any Significant Subsidiary employee, nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative of the Company or any of its subsidiaries subsidiaries, any agent of the Company or other person acting on behalf of the Company or of any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or 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 officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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, to any Government Official or other person or entity. The Company and its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, will continue to maintain policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither the Company nor any of its subsidiaries Subsidiaries nor any director director, officer or officer employee of the Company or any Significant Subsidiary of its Subsidiaries nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries has (i) used any corporate funds for made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful expense (or taken any act in furtherance thereof) relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw (collectively, “Anti-Corruption Laws”); 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. The Company and its subsidiaries have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, and maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and antiAnti-corruption lawsCorruption Laws. Neither the Company nor any of its Subsidiaries will use, directly or indirectly, the proceeds from the sale of the Securities hereunder 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 Anti-Corruption Laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries Controlled Entities, nor any director director, supervisor, officer, manager or officer employee of the Company or any Significant Subsidiary of its Controlled Entities, nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agentrepresentative, affiliate or other authorized representative person acting on behalf of the Company or any of its subsidiaries Controlled 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 taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment payment, giving of money, property, gifts, benefit or benefit anything else of value to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, including in order to influence official action or secure an improper advantage; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any applicable law, rule or regulation of the Cayman Islands, PRC or Hong Kong, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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; or (v) will directly or indirectly use the proceeds of the offering of the Shares hereunder in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person in violation of any applicable anti-corruption law. The Company and its subsidiaries Controlled Entities have instituted, maintained and enforced, and will continue to maintain and enforce, enforce adequate policies and procedures that are designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director director, officer or officer employee of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate affiliate, representative or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment or benefit benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; 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. The Company and its subsidiaries have has instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the representations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering of the Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director director, officer, or officer employee of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person acting on behalf of the Company or any of its subsidiaries has subsidiaries, (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly or indirectly, indirectly that would result in a violation of any provision by such persons 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 Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where laws, including, without limitation, making use of the Company mails or any means or instrumentality of its subsidiaries conducts business; interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or any other applicable anti-bribery or anti-corruption laws or (iviii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The benefit and the Company and its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with all applicable anti-bribery and anti-corruption laws and have instituted, and maintain and enforce, policies and procedures designed to promote ensure, and ensure which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption lawstherewith.

No Unlawful Payments. Neither the Company nor any of its subsidiaries Subsidiaries, nor any director or officer of the Company or any Significant Subsidiary norcontrolled Affiliate or, to the knowledge Knowledge of the Company, any director non-controlled Affiliate or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative employee of the Company or any of its subsidiaries Subsidiaries nor, to the Knowledge of the Company or any of its Subsidiaries, any agent or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-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) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law Law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-anti- corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company Company, its subsidiaries and its subsidiaries controlled Affiliates have conducted their businesses in compliance with applicable anti- corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither None of the Company nor Company, any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary norsubsidiaries, or, to the knowledge of the Company, any director or officer of any other subsidiarydirector, any officer, employee, agent, or affiliate of the Company or other authorized representative any of its subsidiaries, in each case acting on behalf of the Company or any of its subsidiaries (including any officer or employee of the Manager acting on behalf of the Company or any of its subsidiaries) has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any unlawful action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or 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 officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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, to any Government Official or other person or entity. The To the extent required by applicable law, the Company and its subsidiaries have instituted, and maintain and enforce, policies and procedures reasonably designed to promote and ensure compliance comply with all applicable anti-bribery and anti-corruption laws and will continue to maintain these policies and procedures and conduct their business in a manner reasonably designed to comply with such laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries subsidiaries, nor any director or officer of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws. The Company and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither None of the Company nor Bioventus Parties or any of its their respective subsidiaries nor any director or officer of the Company or any Significant Subsidiary noror, to the knowledge of the CompanyBioventus Parties, after due inquiry, any director director, officer, employee or officer affiliate of any other subsidiary, Bioventus Party or any employee, agent, affiliate of its subsidiaries or any agent or other authorized representative person acting on behalf of the Company any Bioventus Party or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw (“Anti-Corruption Laws”); 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. The Company None of the Bioventus Parties or any of their respective subsidiaries will directly or indirectly use the proceeds of the offering or lend, contribute or otherwise make available such proceeds to any subsidiary or any person or entity 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 or entity in violation of any Anti-Corruption Laws. Each Bioventus Party and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, and maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable antiAnti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director director, officer or officer of the Company or any Significant Subsidiary employee, nor, to the knowledge of the Company, any director or officer of any other subsidiaryaffiliate, any employee, agent, affiliate agent or other authorized representative acting on behalf of the Company or of any of its subsidiaries affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or 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 officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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, to any Government Official or other person or entity. The Company has conducted its business in compliance with applicable anti-corruption laws and its subsidiaries have instituted, instituted and maintain and enforce, will continue to maintain policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer None of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Company, any director or officer of any other subsidiarydirector, any officer, employee, agentauthorized agent or controlled affiliate, affiliate or other authorized representative in each case, acting on behalf of the Company or any of its subsidiaries has (i) used any corporate company funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-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, in each case in this clause (ii) in violation of any applicable anti-bribery or anti-corruption laws; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitbenefit in the case of this clause (iv) in violation of any applicable anti-bribery or anti-corruption laws. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer None of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Company, any director or officer of any other subsidiarydirector, any officer, employee, agentauthorized agent or controlled affiliate, affiliate or other authorized representative in each case, acting on behalf of the Company or any of its subsidiaries has (i) used any corporate company funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-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, in each case in this clause (ii) in violation of any applicable anti-bribery or anti-corruption laws; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitbenefit in the case of this clause (iv) in violation of any applicable anti-bribery or anti-corruption laws. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries Subsidiaries or Affiliated Entities, nor any director director, officer or officer of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative employee of the Company or any of its subsidiaries Subsidiaries or Affiliated Entities nor, to the best knowledge of the Company and each of the Subsidiary Guarantors after due inquiry, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its 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 an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employeeemployee , including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company and its subsidiaries Subsidiaries and Affiliated Entities have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure provide assurance of compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries subsidiaries, nor any director or officer of the Company or any Significant Subsidiary of its subsidiaries nor, to the best knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where (including, without limitation, the Company or any of its subsidiaries conducts businessBrazilian Penal Code, the Brazilian Law No. 12,846/2013 and the Brazilian Decree No. 8,420/2015), each as amended from time to time; 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. The Company and its subsidiaries have has instituted, maintains and enforces, 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, and these policies and procedures are also applicable to the Company and its subsidiaries.

No Unlawful Payments. Neither the Company nor any of its subsidiaries subsidiaries, nor any director director, officer or officer controlled affiliate of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate agent or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) has used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company and its subsidiaries and, to the Company’s knowledge, affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, and maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director employee of the Company or officer any of its subsidiaries or any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment payment, the giving or receipt of money, property, gifts or anything else of value or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and its subsidiaries have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary subsidiaries, nor, to the knowledge of the Company, any director director, officer or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, BNC, its subsidiaries, their directors, officers, employees, agents, affiliates or other person associated with or acting on behalf of BNC or any of its subsdiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries, have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative None of the Company or any of its subsidiaries or controlled affiliates, or any director, officer, or employee thereof, nor, to the Company’s knowledge, any agent or representative of the Company or of any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct the payment, giving or indirect unlawful payment receipt of money, property, gifts or benefit anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or 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 officeoffice (“Governmental Official”) in order to influence official action or secure an improper advantage; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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, to any Governmental Official or other person or entity. The Company and each of its subsidiaries and controlled affiliates have instituted, 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 reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained herein and neither the Company nor any of its subsidiaries or controlled affiliates will use, directly or indirectly, the proceeds of the issuance and sale of the Shares 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...

No Unlawful Payments. Neither the Company nor any of its subsidiaries Subsidiaries, nor any director or officer of the Company or any Significant Subsidiary norcontrolled Affiliate or, to the knowledge Knowledge of the Company, any director non-controlled Affiliate or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative employee of the Company or any of its subsidiaries Subsidiaries nor, to the Knowledge of the Company or any of its Subsidiaries, any agent or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-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) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law Law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-anti- corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company Company, its subsidiaries and its subsidiaries controlled Affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries subsidiaries, nor any director director, officer or officer employee of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the CompanyCompany and each of the Guarantors, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, 1977 (as amended, the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United KingdomKingdom (the “U.K. Bribery Act”), or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where law, including, without limitation, making use of the Company mails or any means or instrumentality of its subsidiaries conducts businessinterstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or any other applicable anti-corruption laws; 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. The Company and its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws. No part of the proceeds of the offering will be used, directly or indirectly, in violation of the FCPA or the U.K. Bribery Act, or any similar laws of any other relevant jurisdiction, or the rules or regulations thereunder.

No Unlawful Payments. Neither None of the Company nor Company, the Operating Partnership or any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary norSubsidiaries or, to the knowledge of the Company, any director or officer of any other subsidiarytrustee, any employeedirector, officer, agent, employee, affiliate or other authorized representative person acting on behalf of the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly or indirectly, that would result in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, 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 offense under the Xxxxxxx Xxx 0000 Bribery Act of 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Company, the Operating Partnership and its subsidiaries the Subsidiaries have instituted, and maintain and enforce, 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.

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer (A) None of the Company or any Significant Subsidiary of its subsidiaries, nor, to the knowledge of the Company, any director director, officer, or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative of the Company or of any of its subsidiaries subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; , (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct the payment, giving or indirect unlawful payment receipt of money, property, gifts or benefit anything else of value, directly or indirectly, to any domestic or foreign or domestic government official or employee, including any officer or employee of any a government or 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) has taken any , in order to influence official action, directly or indirectly, that would result to any person in a violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, 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 UK Xxxxxxx Xxx 0000 of the United Kingdom0000, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where law (collectively, the Company or any of its subsidiaries conducts business; “Anti-Corruption Laws”) or (iviii) made, offered, agreedauthorized, requested requested, or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The ; (B) the Company and its subsidiaries have instituted, conducted their businesses in compliance with the Anti-Corruption Laws and have instituted and maintain and enforce, will continue to maintain policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable antisuch laws and with the representations and warranties contained herein; and (C) none of the Company or any of its subsidiaries will use, directly or indirectly, the proceeds of the offering of the Offered Shares hereunder 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 of the Anti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither of the Company Transaction Entities nor any of its their respective subsidiaries nor any director director, officer or officer employee of the Company Transaction Entities or any Significant Subsidiary of their respective subsidiaries nor, to the knowledge of the CompanyTransaction Entities, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Company Transaction Entities or any of its their respective subsidiaries or affiliates is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly or indirectly, that would result in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where (collectively, the Company or any of its subsidiaries conducts business"Anti-Corruption Laws"); or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company Transaction Entities and its their respective subsidiaries have instituted, and maintain and enforce, and will continue to maintain and enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither of the Transaction Entities nor their respective subsidiaries will use, directly or indirectly, the proceeds of the offering of Securities for the purpose of funding or facilitating offering, paying, promising to pay or authorizing the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries or affiliates nor any director director, officer or officer employee of the Company or any Significant Subsidiary of its subsidiaries nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate affiliate, representative or other authorized representative person associated with or acting on behalf of the Company or any of its subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit benefit, including the giving or receipt of money, property, gifts or anything else of value, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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. The Company and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, and maintain and enforce, and will continue to maintain and enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained herein. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company Selling Shareholder nor any of its subsidiaries nor any director or officer of the Company their directors or any Significant Subsidiary officers, nor, to the knowledge of the CompanySelling Shareholder, any director or officer of any other subsidiaryagent, any employee, agent, affiliate or other authorized representative person associated with or acting on behalf of the Selling Shareholder or any of its subsidiaries (i) has used any funds for any unlawful contribution, gift, property, entertainment or other unlawful expense related to political activity for the benefit of the Company or its subsidiaries; (ii) has made, taken or will take any action to further or facilitate any offer, pay-ment, gift, promise to pay, or any offer, gift or promise of anything else of value, directly or indi-rectly, to any person knowing that all or a portion of the payment will be offered, given or prom-ised to anyone to improperly influence official action, to obtain or retain business for the Com-pany or its subsidiaries, or to secure an improper advantage for the Company or its subsidiaries; (iii) has made, offered, taken, or will make, offer or take any act in furtherance of any bribe, un-lawful rebate, payoff, influence payment, property, gift, kickback or other unlawful payment to obtain or retain business for the Company or its subsidiaries, or to secure an improper advantage for the Company or its subsidiaries; or (iv) is aware of, has taken or will take any action, directly or indirectly, to secure an improper advantage or for the benefit of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any action, directly or indirectly, that would result in a violation of any provision or a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977FCPA, the OECD Bribery Convention or, to the extent applicable, the U.K. Bribery Act, in each case as amendedmay be amended from time to time, or any applicable similar law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery jurisdiction, including the rules and regulations thereunder; No part of the proceeds of the offering and sale of the Securities to be sold by the Selling Shareholder hereunder or anti-corruption laws under the Brazilian Underwriting Agreement will be used, lent, contributed or otherwise made available, directly or indirectly, for the purpose of financing or facilitating any activity that would violate, or in any jurisdiction where the Company or any of its subsidiaries conducts business; or (iv) madeviolation of, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries have instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws (including, without limitation the FCPA and, to the extent applicable, the U.K. Bribery Act, and other similar laws of any other applicable jurisdiction, or the rules or regulations thereunder).

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate affiliate, employee or other authorized representative person or entity associated with or acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in: (iA) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity 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; , (iiiC) has taken any action, directly or indirectly, that would result in a violation by any such person or entity of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts business; or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and reasonably ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries or affiliates, nor any director director, officer or officer of the Company or any Significant Subsidiary employee, nor, to the knowledge of the Company, any director or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative of the Company or any of its subsidiaries, any agent or other person acting on behalf of the Company or of any of its subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or 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 officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) has taken any action, directly violated or indirectly, that would result is in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, Kingdom or any other applicable anti-bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; 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, to any Government Official or other person or entity. The Company and its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and enforce, will continue to maintain policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither the Company nor Xxxxxxxx Xxxx nor any of its subsidiaries their subsidiaries, nor any director or officer of the Company or any Significant Subsidiary nor, to the knowledge of the CompanyCompany any affiliate, any director director, officer or officer of any other subsidiary, any employee, agent, affiliate or other authorized representative employee of the Company or Xxxxxxxx Xxxx or their subsidiaries nor any agent or other person associated with or acting on behalf of the Company or Xxxxxxxx Xxxx or any of its their subsidiaries has (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has taken any actionviolated, directly is in violation of, or indirectly, that would result in a violation of will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-anti- bribery or anti-corruption laws in any jurisdiction where the Company or any of its subsidiaries conducts businesslaw; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its Xxxxxxxx Xxxx and their subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, and maintain and enforce, 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 and with the representation and warranty contained herein. Neither the Company nor Xxxxxxxx Xxxx, nor any of their subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.. 16