(c) The Company is in compliance in all material respects with (i) the applicable provisions of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) and (ii) the applicable listing and corporate governance rules and regulations of the NYSE.
(d) Since January 1, 2019, (i) the Company and its Subsidiaries and, to the Knowledge of the Company, the Companys and its Subsidiaries directors, officers, employees and agents, have complied in all material respects with the U.S. Foreign Corrupt Practices Act of 1977 (the FCPA), the U.K. Bribery Act 2010, and any other similar applicable U.S. or non-U.S. foreign Law that prohibits fraud, conflicts of interest, gratuities, corruption or bribery (collectively, Anti-Corruption Laws), and (ii) neither the Company, any Subsidiary of the Company nor, to the Knowledge of the Company, any of the Companys or its Subsidiaries directors, officers, employees or agents, have, directly or indirectly, in each case in violation in any material respect of the Anti-Corruption Laws, (A) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (B) offered, promised, authorized, paid or delivered any gift, fee, commission or other sum of money or item of value, however characterized, to any foreign official (as such term is defined in the FCPA), or to any finder, agent or other party acting on behalf of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country or (C) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges. The Company has in place internal controls and policies and procedures reasonably designed to prevent and detect violations of all applicable Anti-Corruption Laws.
(e) Except as would not have a Company Material Adverse Effect, none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their directors, officers, agents, employees or other Persons acting on behalf of the Company or its Subsidiaries, in their capacity as such, is currently, or has been since January 1, 2019: (i) a Sanctioned Person or a Restricted Person, (ii) organized, ordinarily resident or located in a Sanctioned Country, (iii) engaging in any dealings or transactions with, or for the benefit of, any Sanctioned Person or Restricted Person or in any Sanctioned Country, to the extent such activities would cause the Company to violate applicable Sanctions Laws or Ex-Im Laws, or (iv) otherwise in violation of applicable Sanctions Laws, Ex-Im Laws, or anti-boycott Laws (collectively, Trade Control Laws). Since January 1, 2019, none of the Company or any of its Subsidiaries (i) has received from any Governmental Authority any written notice or inquiry, (ii) made any voluntary or involuntary disclosure to a Governmental Authority or (iii) conducted any internal investigation or audit, in each case, related to or in connection with any actual or alleged material violation of Anti-Corruption Laws or Trade Control Laws.
(f) For purposes of this Agreement: (i) Ex-Im Laws means all applicable Laws, regulations, orders, and authorizations relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administrated by U.S. Customs and Border Protection; (ii) Restricted Person means any Person identified on the U.S. Department of Commerces Denied Persons List, Unverified List or Entity List or other similar applicable U.S. export-related list of denied Persons; (iii) Sanctioned Country means Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine; (iv) Sanctioned Person means (A) any Person listed on any applicable U.S. sanctions list, including the U.S. Department of the Treasury Office of Foreign Assets Controls (OFAC) Specially Designated Nationals and Blocked Persons List; (B) any Person that is, in the aggregate, fifty percent (50%) or greater owned by a Person or Persons described in clause (A); or (C) any Person located or ordinarily resident in a Sanctioned Country; and (v) Sanctions Laws shall mean any economic or trade sanction administered or enforced by the U.S. Government, including OFAC, the United Nations Security Council, the European Union and Her Majestys Treasury.