To the knowledge of the officers and directors of the Company and its Affiliates, the Company and its Affiliates and their respective directors, officers, employees, and agents are conducting their business in compliance with Anti-Corruption Laws in all material respects and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. To the knowledge of the Company’s officers and directors, neither the Company nor its Affiliates nor their respective directors, officers, employees, agents or representatives acting or benefiting in any capacity in connection with this Agreement: (a) is a Designated Person; (b) is a Person that is owned or controlled by a Designated Person; (c) is located, organized or resident in a Sanctioned Country; or (d) is directly or indirectly engaged in, any dealings or transactions in violation of any Sanctions.