(oo) There are no transfer, stamp, issue, registration, documentary or other similar taxes, duties, fees or charges under U.S. federal law or the laws of any state, or any political subdivision thereof, or under the laws of any non-U.S. jurisdiction, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Securities.
(pp) Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission thereunder (the Sarbanes-Oxley Act) have been applicable to the Company, there is and has been no failure on the part of the Company to comply with any applicable provision of the Sarbanes-Oxley Act.
(qq) The Company has filed all tax returns (including U.S. federal, state and non-U.S.) that are required to be filed by it or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
(rr) The Company possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its business, and the Company has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
(ss) None of the Company, the Sponsor or, to the knowledge of the Company, any director, officer employee, agent, representative or affiliate of the Company: (i) has used or will use any funds for any unlawful contribution, property, gift, entertainment or other unlawful expense relating to political activity: (ii) has made or will make any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office (including any officer or employee of 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 made or will make any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) has violated, has taken any action that would violate, or is in violation of, through direct or indirect action, the OECD Convention on Bribery of Foreign Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the FCPA), the Bribery Act 2010 of the United Kingdom, as amended (the Bribery Act 2010) or any similar applicable anti-bribery or anti-corruption law or regulation. The Company will not 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, the Sponsor and their respective affiliates, have conducted their respective businesses in compliance with anti-corruption laws and have instituted and maintain policies and procedures designed to promote and ensure, and which are reasonably expected to continue to promote and ensure, continued compliance with, the FCPA, the Bribery Act 2010 and any similar applicable anti-bribery or anti-corruption law or regulation and with the representations and warranties contained herein.