Common use of AML Laws; Anti-Corruption Laws and Sanctions Clause in Contracts

AML Laws; Anti-Corruption Laws and Sanctions. None of (a) the Borrower, any Borrower Group Company, FLL, the Borrower Parent or the Servicer or any of their respective directors or officers, or, to the knowledge of the Borrower, any of their respective employees or Affiliates, or (b) to the knowledge of the Borrower, any agent of any of the Borrower, any Borrower Group Company, FLL, the Borrower Parent, the Servicer, or any of their respective Subsidiaries or other Affiliates, that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions applicable to such Person. No Borrowing, or the proceeds of any Borrowing will be used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person except to the extent permitted by applicable Sanctions. The Borrower represents that neither it nor any Borrower Group Company, FLL, the Borrower Parent (or its parent from time to time) nor the Servicer, or, to the Knowledge of the Borrower, any other Affiliate thereof has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country, except in each case as permitted by applicable Sanctions, it being understood that the representation in this sentence shall not be deemed to be incorrect solely because any of the foregoing Persons receives any operating income derived from rental payments received from a Lessee that operates any Aircraft to or from any Sanctioned Country so long as such operation does not constitute a violation of any Sanctions or any other Applicable Law by such Person.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Fly Leasing LTD)

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AML Laws; Anti-Corruption Laws and Sanctions. Each of the Seller and Guarantor has implemented and maintains in effect policies and procedures designed to ensure compliance by the Seller, Guarantor, their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the BorrowerSeller, Guarantor, any Borrower Group Company, FLL, the Borrower Parent Subsidiary of Seller or the Servicer Guarantor or any of their respective directors or officers, or, to the knowledge of the BorrowerSeller or Guarantor, any of their respective employees or Affiliates, or (b) to the knowledge of the BorrowerSeller or Guarantor, any agent of any of the BorrowerSeller, any Borrower Group Company, FLL, the Borrower Parent, the ServicerGuarantor, or any of their respective Subsidiaries Subsidiary or other Affiliates, Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of of, or has engaged in any activity or conduct that would violate, and AML Laws, Anti-Corruption Laws, or Sanctions applicable to such Personor is located, organized or resident in a Sanctioned Country. No BorrowingTransaction, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person participating in the transactions contemplated by this Agreement, whether as seller, buyer, guarantor, agent, or the proceeds otherwise. Each of any Borrowing will be used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person except to the extent permitted by applicable Sanctions. The Borrower Seller and Guarantor represents that neither it nor any Borrower Group Companyof its Subsidiaries, FLL, the Borrower Parent (or nor its parent from time to time) nor the Servicer, company or, to the Knowledge knowledge of the Borrower, any other Affiliate thereof has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country, except in each case as permitted by applicable Sanctions, it being understood that the representation in this sentence shall not be deemed to be incorrect solely because any of the foregoing Persons receives any operating income derived from rental payments received from a Lessee that operates any Aircraft to or from any Sanctioned Country so long as such operation does not constitute a violation of any Sanctions or any other Applicable Law by such Person.

Appears in 1 contract

Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.)

AML Laws; Anti-Corruption Laws and Sanctions. Each Seller and Guarantor has implemented and maintains in effect policies and procedures designed to ensure compliance by the such Seller, Guarantor, their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the Borrowerany Seller, Guarantor, any Borrower Group Company, FLL, the Borrower Parent Subsidiary of any Seller or the Servicer Guarantor or any of their respective directors or officers, or, to the knowledge of the Borrowersuch Seller or Guarantor, any of their respective employees or Affiliates, or (b) to the knowledge of the Borrowerany Seller or Guarantor, any agent of any of the Borrowersuch Seller, any Borrower Group Company, FLL, the Borrower Parent, the ServicerGuarantor, or any of their respective Subsidiaries Subsidiary or other Affiliates, Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of of, or has engaged in any activity or conduct that would violate, and AML Laws, Anti-Corruption Laws, or Sanctions applicable to such Personor is located, organized or resident in a Sanctioned Country. No BorrowingTransaction, use of proceeds or other transaction contemplated by ‑42‑ this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person participating in the transactions contemplated by this Agreement, whether as seller, buyer, guarantor, agent, or the proceeds of any Borrowing will be used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person except to the extent permitted by applicable Sanctionsotherwise. The Borrower Each Seller and Guarantor represents that neither it nor any Borrower Group Companyof its Subsidiaries, FLL, the Borrower Parent (or nor its parent from time to time) nor the Servicer, company or, to the Knowledge knowledge of the Borrower, any other Affiliate thereof has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country, except in each case as permitted by applicable Sanctions, it being understood that the representation in this sentence shall not be deemed to be incorrect solely because any of the foregoing Persons receives any operating income derived from rental payments received from a Lessee that operates any Aircraft to or from any Sanctioned Country so long as such operation does not constitute a violation of any Sanctions or any other Applicable Law by such Person.

Appears in 1 contract

Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)

AML Laws; Anti-Corruption Laws and Sanctions. Parent and its Restricted Subsidiaries and Unrestricted Subsidiaries have implemented and maintain in effect policies and procedures intended to ensure compliance by Parent, its Subsidiaries and their respective directors, officers, employees and agents (in each such Person’s capacity as such) with applicable Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (ai) the BorrowerParent, any Borrower Group Company, FLL, the Borrower Parent of its Restricted Subsidiaries or the Servicer Unrestricted Subsidiaries or any of their respective directors or officers, or, to the knowledge of Parent or the BorrowerBorrowers, any of their respective employees or Affiliatesemployees, or (bii) to the knowledge of Parent or the BorrowerBorrowers, any agent of Parent, any of the Borrower, any Borrower Group Company, FLL, the Borrower Parent, the Servicer, its Restricted Subsidiaries or any of their respective Unrestricted Subsidiaries or other Affiliates, controlled Affiliate (in each such Person’s capacity as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, (iA) is a Sanctioned Person, or (iiB) is in violation of AML Laws, applicable Anti-Corruption Laws, or Sanctions applicable to such PersonSanctions, in each case in any material respect. No BorrowingLoan or Letter of Credit or use of proceeds thereof by Parent or any Restricted Subsidiary or Unrestricted Subsidiary will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any Person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. Parent and the proceeds of any Borrowing will be used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person except to the extent permitted by applicable Sanctions. The Borrower represents Borrowers represent that neither it Parent, the Borrowers nor any Borrower Group Companyof its Restricted Subsidiaries or Unrestricted Subsidiaries, FLL, the Borrower Parent (or nor its parent from time to time) nor the Servicercompany, or, to the Knowledge knowledge of Parent or the BorrowerBorrowers, any other controlled or controlling Affiliate thereof has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country, except Country in each case as permitted by applicable Sanctions, it being understood that the representation in this sentence shall not be deemed to be incorrect solely because any of the foregoing Persons receives any operating income derived from rental payments received from a Lessee that operates any Aircraft to or from any Sanctioned Country so long as such operation does not constitute a violation of Sanctions in any Sanctions or any other Applicable Law by such Personmaterial respect.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (NRC Group Holdings Corp.)

AML Laws; Anti-Corruption Laws and Sanctions. Each Loan Party has implemented and maintains in effect such policies and procedures as are necessary to ensure compliance by each of them and their respective directors, officers, employees and agents, as the case may be, with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the Borrowerany Loan Party, any Borrower Group Company, FLL, guarantor or any other party providing credit support in respect of any Person’s obligations under the Borrower Parent or the Servicer Credit Documents or any of their respective directors or officers, or, to the knowledge of the Borrower, any of their respective employees or Affiliates, or (b) to the knowledge of the Borrower, any agent of any of the BorrowerLoan Party, any Borrower Group Company, FLL, guarantor or any other party providing credit support in respect of any Person’s obligations under the Borrower Parent, the ServicerCredit Documents, or any of their respective Subsidiaries or other Affiliates, Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions Sanctions, in each case applicable to such Personthereto. No Borrowing, or the proceeds of any Borrowing or other transaction contemplated by this Agreement will be used to fund by Borrower in violation of applicable AML Laws, Anti-Corruption Laws or applicable Sanctions or in any operations inmanner by Borrower that, finance any investments or activities in or make any payments to, a Sanctioned Person except to the extent permitted knowledge of the Borrower, would cause a violation of applicable AML Laws, Anti-Corruption Laws or applicable Sanctions by applicable Sanctionsany person participating in the transactions contemplated by this Agreement, whether as lender, borrower, agent, underwriter, advisor, investor, hedge provider or otherwise. The Borrower represents that neither it it, nor any Borrower Group Company, FLL, Loan Party or parent company or any guarantor or any other party providing credit support in respect of any Person’s obligations under the Borrower Parent (or its parent from time to time) nor the ServicerCredit Documents, or, to the Knowledge knowledge of the Borrower, any other Affiliate thereof Affiliate, has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country, except in each case as permitted by applicable Sanctions, it being understood that the representation in this sentence shall not be deemed to be incorrect solely because any of the foregoing Persons receives any operating income derived from rental payments received from a Lessee that operates any Aircraft to or from any Sanctioned Country so long as such operation does not constitute a violation of any Sanctions or any other Applicable Law by such Person.

Appears in 1 contract

Samples: Credit Agreement (CNX Resources Corp)

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the Borrower, any Borrower Group Company, FLL, the Borrower Parent or the Servicer Guarantor or any of their respective directors or officers, or, to the knowledge of the Borrower, any of their respective employees or Affiliates, Subsidiary or (b) to the knowledge of the Borrower, (1) any of their respective directors, officers, employees or Affiliates, or (2) any agent of any of the Borrower, any Borrower Group Company, FLL, the Borrower Parent, the ServicerGuarantor, or any of their respective Subsidiaries Subsidiary or other Affiliates, Affiliate that will act in any capacity in connection with or benefit from the credit facility established herebyby this Agreement, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions applicable to such PersonSanctions. No Borrowing, Letter of Credit, or the use of proceeds of any Borrowing or Letter of Credit, including the funding of all or a portion of the purchase price of any Restricted Acquisition, nor any repayment of Borrowings or reimbursement of any payment made pursuant to any Letter of Credit, will be used to fund cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any operations inPerson participating in the transactions contemplated by this Credit Agreement, finance any investments whether as lender, borrower, guarantor, agent, or activities in or make any payments to, a Sanctioned Person except to the extent permitted by applicable Sanctionsotherwise. The Borrower represents that that, except as disclosed to the Agent and the Lenders prior to the First Amendment Effective Date, neither it nor any Borrower Group Companyof its Subsidiaries, FLL, the Borrower Parent (or its parent from time to time) nor the Servicerany Guarantor, or, to the Knowledge knowledge of the Borrower, any other Affiliate thereof has Affiliate, is as of the First Amendment Effective Date engaged in in, or intends to engage in in, any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country, except in each case as permitted by applicable Sanctions, it being understood that the representation in this sentence shall not be deemed to be incorrect solely because any of the foregoing Persons receives any operating income derived from rental payments received from a Lessee that operates any Aircraft to or from any Sanctioned Country so long as such operation does not constitute a violation of any Sanctions or any other Applicable Law by such Person.

Appears in 1 contract

Samples: To Credit Agreement (Alliance Data Systems Corp)

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AML Laws; Anti-Corruption Laws and Sanctions. It has implemented and maintain in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the BorrowerBorrower or any of its Subsidiaries, any Borrower Group Company, FLL, the Borrower Parent or the Servicer or any of their respective directors or officers, or, to the knowledge of the Borrower, any of their respective employees or Affiliatesaffiliates, or (b) to the knowledge of the Borrower, any agent of any of the Borrower, any Borrower Group Company, FLL, the Borrower Parent, the Servicer, or any of their its respective Subsidiaries or other Affiliatesaffiliates, that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions applicable to such PersonSanctions. No BorrowingNeither the Loan, or nor the proceeds of the Loan, nor any Borrowing other transaction contemplated by this Agreement will be used to fund cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any operations inPerson participating in the transactions contemplated by this Agreement, finance any investments whether as lender, borrower, guarantor, agent, or activities in or make any payments to, a Sanctioned Person except to the extent permitted by applicable Sanctionsotherwise. The Borrower represents that that, except as disclosed to the Bank prior to the date of this Agreement, neither it nor any Borrower Group Companyof its Subsidiaries, FLL, the Borrower Parent (or nor its parent from time to time) nor the Servicer, company or, to the Knowledge knowledge of the Borrower, any other Affiliate thereof affiliate, has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country, except in each case as permitted by applicable Sanctions, it being understood that the representation in this sentence shall not be deemed to be incorrect solely because any of the foregoing Persons receives any operating income derived from rental payments received from a Lessee that operates any Aircraft to or from any Sanctioned Country so long as such operation . The Loan does not constitute relate, directly or indirectly, to any activities or business of or with a violation of any Sanctions Sanctioned Person or any other Applicable Law by such Personwith or in a Sanctioned Country.

Appears in 1 contract

Samples: Letter Loan Agreement (Tim S.A.)

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the Borrower, any Borrower Group Company, FLL, the Borrower Parent or the Servicer Subsidiary or any of their respective owners, members, partners, directors or officers, or, to the knowledge of the Borrower, any of their respective its employees or Affiliates, or (b) to the knowledge of the Borrower, any agent of any of the Borrower, any Borrower Group Company, FLL, the Borrower Parent, the Servicer, or any of their respective Subsidiaries Subsidiary or other Affiliates, Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions applicable to such PersonSanctions. No BorrowingLoan or Credit, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti- Corruption Laws or applicable Sanctions by any person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or the proceeds of any Borrowing will be used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person except to the extent permitted by applicable Sanctionsotherwise. The Borrower represents that neither it nor any Borrower Group Companyof its Subsidiaries, FLL, the Borrower Parent (or nor its parent from time to time) nor the Servicer, company or, to the Knowledge knowledge of the Borrower, any other Affiliate thereof has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country, except in each case as permitted by applicable Sanctions, it being understood that the representation in this sentence shall not be deemed to be incorrect solely because any of the foregoing Persons receives any operating income derived from rental payments received from a Lessee that operates any Aircraft to or from any Sanctioned Country so long as such operation does not constitute a violation of any Sanctions or any other Applicable Law by such Person.” 

Appears in 1 contract

Samples: Credit Agreement and Release (Green Plains Inc.)

AML Laws; Anti-Corruption Laws and Sanctions. None of (a) the BorrowerThe Obligors and their Affiliates or Subsidiaries have implemented and maintain in effect, any Borrower Group Companyor are subject to, FLL, the Borrower Parent or the Servicer or any of policies and procedures designed to ensure compliance by such parties and their respective directors or directors, officers, or, to the knowledge of the Borrower, any of their respective employees or Affiliates, or (b) to the knowledge of the Borrower, any agent of any of the Borrower, any Borrower Group Company, FLL, the Borrower Parent, the Servicer, or any of their respective Subsidiaries or other Affiliates, that will act in any capacity in connection and agents with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption LawsLaws and Sanctions, and the Obligors and their Affiliates or Sanctions applicable to such Person. No Borrowing, or the proceeds of any Borrowing will be used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person except to the extent permitted by applicable Sanctions. The Borrower represents that neither it nor any Borrower Group Company, FLL, the Borrower Parent (or its parent from time to time) nor the Servicer, orSubsidiaries and their respective officers and directors and, to the Knowledge knowledge of such party, its employees and agents, are in compliance with AML Laws, Anti-Corruption Laws and Sanctions. None of the BorrowerObligors or any of their Affiliates or Subsidiaries or their respective directors, officers, employees and agents (i) are a Restricted Person, (ii) will directly or indirectly use or permit the use of any Loan with or for the benefit of any Restricted Person or in any manner which violates Sanctions, AML Laws or Anti-Corruption Laws or which will cause the Finance Parties to commit any action under this Agreement or the other Credit Documents to fund or facilitate any activities of or business with any Restricted Person, to fund or facilitate any activities of or business with any Restricted Territory or in any other Affiliate thereof manner that will result in a violation of Sanctions by any Person, (iii) has engaged in or intends to engage in any dealings or transactions with, with or for the benefit ofof a Restricted Person, any Sanctioned Person or nor with or in a Restricted Territory, (iv) are located, organized or resident in a Restricted Territory, (iv) have any Sanctioned Countryplans to undertake any dealings or transactions with Restricted Persons or Restricted Territories or (v) have engaged in any activity or conduct that would result in a violation or breach of, except in each case as permitted or be sanctionable under, any Sanctions, Anti-Corruption Laws or AML Laws. There are not pending, nor to the best of the Borrower's knowledge, threatened, claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against any Obligor or any of its Affiliates alleging a violation by such Obligor or any of its Affiliates of any applicable Sanctions. Both immediately before and after giving effect to any Loan and use of proceeds thereof, it being understood that the representation Borrower is in compliance with Section 10.3(b). The representations and warranties given in this sentence Section 9.1(bb) shall not be deemed made by nor apply to be incorrect solely because any of the foregoing Persons receives any operating income derived from rental payments received from a Lessee that operates any Aircraft to or from any Sanctioned Country in so long far as such operation does not constitute representation would result in a violation of any Sanctions or any other Applicable Law by such Personconflict with the Foreign Extra Territorial Measures Act (Canada).

Appears in 1 contract

Samples: Credit Agreement (Endeavour Silver Corp)

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