The Seller (directly or through its Affiliates) shall maintain in effect and enforce policies and procedures designed to promote compliance by the Seller and its directors, managers, officers, employees and agents with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions. The Seller will not request any Cash Outlay or use any proceeds thereof, and shall ensure that its directors, managers, officers, employees and agents shall not use any proceeds of any Cash Outlay, directly or indirectly, (i) 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 Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto or to any other Transaction Document.