ACKNOWLEDGMENT AND AGREEMENT
The undersigned hereby acknowledges and agrees that all activities performed with respect to products or goods (the “Products”) manufactured or supplied by Tecumseh Products Company LLC, its affiliates or subsidiaries (collectively, the “Tecumseh Parties”), including, without limitation, promoting, marketing, selling, offering for sale, distributing, sub-distributing or otherwise commercializing the Products, whether directly or indirectly, by, through or on the undersigned’s behalf for any Tecumseh Party (collectively, the “Activities”), will at all times be carried out in form and substance in accordance with all applicable laws, regulations, procedures and policies of the United States Government and of any other applicable jurisdiction, and without limiting the generality of the foregoing, the undersigned further acknowledges and agrees that:
1. Neither the undersigned nor any of its shareholders, members, partners, officers, directors, employees, agents or other representatives (collectively, “Representatives”) will (i) divert, use, export or re-export any Products contrary to the United States Export Administration Regulations (the “Export Regulations”), regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), or otherwise applicable United States or foreign law; (ii) export, reexport, or provide any Products or related services to any entity or person within or ordinarily resident in Iran, Cuba, Syria, Sudan, North Korea, or Crimea; or (iii) export, re-export, or provide any Products to entities and individuals that are ineligible under United States law to receive such Products, or who are listed on the United States Treasury Department’s Specially Designated Nationals or Foreign Sanctions Evaders List, or on the United States Commerce Department’s Denied Persons List, Entity List or Unverified List;
2. Neither the undersigned nor any of its Representatives, in connection with performing any Activities, receiving any compensation paid or to be paid in connection therewith or any other transactions involving the business interests of any Tecumseh Party: (i) has performed or will perform any of the following acts: pay, offer or promise to pay, or authorize the payment of, any money, or give or promise to give, or authorize the giving of, any services or anything else of value, either directly or through a third party, to any official or employee of any governmental authority or instrumentality, or of a public international organization, or of any agency or subdivision thereof, or to any political party or official thereof or to any candidate for political office for the purpose of (A) influencing any act or decision of that person in his official capacity, including a decision to fail to perform his official functions with such governmental agency or instrumentality or such public international organization or such political party, (B) inducing such person to use his influence with such governmental agency or instrumentality or such public international organization or such political party to affect or influence any act or decision thereof or (C) securing any improper advantage; or (ii) has violated or will violate any provision of the United States Foreign Corrupt Practices Act or any other applicable anti-bribery law or regulation;
3. In the event the undersigned or any of its Representatives utilizes third parties, including but not limited to appointing sub-distributors, in connection with performing any Activities, the undersigned agrees that it shall remain responsible to the Tecumseh Parties for its obligations set forth in this Acknowledgement and shall be fully responsible for any act or omission of such third party or sub-distributor in violation of this Acknowledgement. Notwithstanding the foregoing, the undersigned shall obtain a similar acknowledgement from any third party or sub-distributor it utilizes in connection with performing any Activities; and
4. The undersigned agrees that it shall indemnify and hold the Tecumseh Parties harmless from and against, any and all losses, damages, penalties, fines, claims, demands, lawsuits, expenses, and any other liabilities of any kind arising out of, relating to, or in any way connected with, directly or indirectly, the failure of the undersigned (or any person or entity acting by, through or on its behalf, including, without limitation, any Representatives, third parties or sub-distributors) to fulfill or comply with any of the obligations and undertakings set forth in this Acknowledgement.
