definiens: ( as such term is defined in the FCPA ) or any foreign political party or official thereof or any candidate for foreign political office to secure official act ion, or to any person ( whether or not a foreign off icial ) to influence that person to act in breach of a duty of good faith, impartiality or trust ( ) or to reward the person for acting improperly, in contrav ention of the FCPA or the UK Bribery Act or any oth er applicable anti - corruption Applicable Law or ( b ) by requesting, agreeing to receive or accepting a fin ancial or other advantage intending that, as a consequence, a nyone ’s work duties will be performed improperly, o r as a reward for anyone ’s past improper performance . Sinc e the Lotus Closing, Seller has conducted its busin esses relating to, arising out of or in connection with t he Acquired Assets in compliance in all material re spects with the FCPA, the UK Bribery Act and any other anti - cor ruption Applicable Law