Common use of Part 515 Clause in Contracts

Part 515. v. The Issuer represents and warrants that (i) each of the Issuer, the Transaction Parties, any of their respective directors and officers and, to the best of the Issuer’s knowledge, the Company, any of the Company’s directors and officers and any of the Issuer’s, Transaction Party’s and the Company’s employees, representatives, agents and any person acting on its or their behalf has not engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction (including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended), (ii) the Issuer and the Transaction Parties and, to the best of the Issuer’s knowledge, the Company has instituted and maintains systems, policies and procedures designed to prevent violation of such laws, regulations and rules and (iii) no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator having jurisdiction over the Issuer, the Transaction Parties or, to the best of the Issuer’s knowledge, the Company with respect to such laws, regulations and rules is pending and, to the best of the Issuer’s knowledge, no such actions, suits or proceedings are threatened or contemplated.

Part 515. v. The Issuer represents and warrants that (i) each of the Issuer, the Transaction PartiesMerger Sub, any of their respective directors and officers and, to the best of the Issuer’s knowledge, the CompanyShift, any of the CompanyShift’s directors and officers and any of the Issuer’s, Transaction PartyMerger Sub’s and the CompanyShift’s employees, representatives, agents and any person acting on its or their behalf has not engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction (including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended), (ii) the Issuer and the Transaction Parties Merger Sub and, to the best of the Issuer’s knowledge, the Company Shift has instituted and maintains systems, policies and procedures designed to prevent violation of such laws, regulations and rules and (iii) no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator having jurisdiction over the Issuer, the Transaction Parties Merger Sub or, to the best of the Issuer’s knowledge, the Company Shift with respect to such laws, regulations and rules is pending and, to the best of the Issuer’s knowledge, no such actions, suits or proceedings are threatened or contemplated.

Part 515. v. The Issuer represents and warrants that (i) each of the Issuer, the Transaction Parties, any of their respective directors and officers and, to the best of the Issuer’s knowledge, the CompanyPaya, any of the CompanyPaya’s directors and officers and any of the Issuer’s, Transaction Party’s and the CompanyPaya’s employees, representatives, agents and any person acting on its or their behalf has not engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction (including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended), (ii) the Issuer and the Transaction Parties and, to the best of the Issuer’s knowledge, the Company Paya has instituted and maintains systems, policies and procedures designed to prevent violation of such laws, regulations and rules and (iii) no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator having jurisdiction over the Issuer, the Transaction Parties or, to the best of the Issuer’s knowledge, the Company Paya with respect to such laws, regulations and rules is pending and, to the best of the Issuer’s knowledge, no such actions, suits or proceedings are threatened or contemplated.