5.8 Right to Conduct Activities. The Company hereby agrees and acknowledges that Bessemer Venture Partners, GIM, LEC, T. Rowe Price and the T. Rowe Price Investors, GV, Raging Capital, TCV, TPG, Durable Capital Master Fund LP (Durable), JPMC, Tiger and American Express Travel Related Services Company, Inc. (Amex), and their affiliated advisors and funds, are professional investment managers and/or funds, and as such, invest in numerous portfolio companies, some of which may be deemed competitive with the Companys business (as conducted or proposed to be conducted). None of Bessemer Venture Partners, GIM, LEC, the T. Rowe Price Investors, GV, Raging Capital, TCV, TPG, Durable, JPMC, Tiger, Amex or any of their Affiliates (including affiliated advisors and funds) shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by Bessemer Venture Partners, GIM, LEC, the T. Rowe Price Investors, GV, Raging Capital, TCV, TPG, Durable, JPMC, Tiger or Amex, or any Affiliated funds, in any entity competitive to the Company, or (ii) actions taken by any advisor, sub-advisor, partner, officer or other representative of Bessemer Venture Partners, GIM, LEC, T. Rowe Price Investors, GV, Raging Capital, TCV, TPG, Durable, JPMC, Tiger or Amex, or any Affiliated advisor or fund, to assist any such competitive company, whether or not such action was taken as a board member of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Companys confidential information obtained pursuant to this Agreement, or (y) any member of the Board of Directors from any liability associated with his or her fiduciary duties to the Company.
5.9 No Investment Company. Neither the Company nor any subsidiary of the Company shall become an investment company within the meaning of the Investment Company Act of 1940, as amended. In the event the Company or any subsidiary breaches the foregoing, the Company shall promptly notify the Investors and take prompt corrective action to remedy such breach.
5.10 FCPA. The Company shall not, and shall not permit any of its subsidiaries or Affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to, promise, authorize or make any payment to, or otherwise contribute any item of value, directly or indirectly, to any third party, including any Non-U.S. Official (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the FCPA)), in each case, in violation of the FCPA, the U.K. Bribery Act 2010 (the U.K. Bribery Act) or any other applicable anti-bribery or anti-corruption law. The Company shall, and shall cause each of its subsidiaries and Affiliates to, cease all of its or their respective activities, as well as remediate any actions taken by the Company, its subsidiaries or Affiliates, or any of their respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of the FCPA, the U.K. Bribery Act or any other applicable anti-bribery or anti-corruption law.
5.11 OFAC. The Company shall, and shall endeavor, using all reasonable efforts, to ensure that all of its directors, officers and employees shall, comply with the applicable regulations of the Office of Foreign Assets Control under the United States Department of the Treasury (OFAC) and that neither the Company nor its directors, officers, or employees, as duly authorized representatives of the Company, become a OFAC Sanctioned Person (as defined in the Purchase Agreement) and do not violate the USA Patriot Act of 2001, as amended through the date of this Agreement, to the extent applicable to the Company and such persons and any other applicable U.S. and U.K. anti-money laundering laws and regulations.