Anti-Corruption and Sanctions Laws. The Borrower will not request any Term Loan, and the Borrower shall not use, and the Borrower shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of the Term Loans, directly or indirectly, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (C) in any other manner that would constitute or give rise to a violation of any Sanctions by any party hereto.
Anti-Corruption and Sanctions Laws. (a) The U.S. Borrower and each of its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to promote compliance by the U.S. Borrower, its Subsidiaries and their respective directors, officers and employees while acting on behalf of the U.S. Borrower or its Subsidiaries with applicable Anti-Corruption Laws and applicable Sanctions. The U.S. Borrower, its Subsidiaries and to the knowledge of the U.S. Borrower, their respective directors, officers and employees, are in compliance with applicable (i) Anti-Corruption Laws, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect and (ii) Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in any such Person being designated as a Sanctioned Person. None of (a) the U.S. Borrower or any Subsidiary or (b) to the knowledge of the U.S. Borrower, any director, officer, employee or agent of the U.S. Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facilities established hereby, is a Sanctioned Person.
(b) The representations contained in Section 3.21 (Anti-Corruption and Sanctions Laws) above are only given by any German Relevant Person to the extent that, by agreeing to it, compliance with it, exercising it, having such obligation or right, or otherwise, it would not be placed in violation of any law applicable to it relating to foreign trades (Außenwirtschaft) (including without limitation EU Regulation (EC) 2271/96 and section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung) in conjunction with section 4 and section 19 paragraph 3 no. 1 a) of the German Foreign Trade Act (Außenwirtschaftsgesetz, AWG)) and Section 3.21 (Anti-Corruption and Sanctions Laws) shall be so limited and shall not apply to that extent.
(c) In relation to each Restricted Lender, the representations contained in Section 3.21 (Anti-Corruption and Sanctions Laws) above shall only apply for the benefit of that Restricted Lender to the extent that such benefit would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) a violation or conflict with section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 and section 19 paragraph 3 no.
1 a) of the German Foreign Trade Akt (Außenwirtschaftsgesetz, AWG)) or a similar anti-boycott statute by ...
Anti-Corruption and Sanctions Laws. The Borrowers and each of their Subsidiaries have implemented and maintain in effect policies and procedures designed to ensure compliance by the Borrowers, their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrowers, their Subsidiaries and their respective officers and employees and to the knowledge of the Borrowers, their directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrowers, any Subsidiary or any of their respective directors, officers or employees or (b) to the knowledge of the Borrowers, any agent of the Borrowers or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.
Anti-Corruption and Sanctions Laws. To the extent existing on the Closing Date, the Borrower will maintain in effect such policies and procedures designed to promote compliance in all material respects by the Borrower, its Subsidiaries, and their respective directors, officers, employees, and agents with the FCPA and any other applicable anti-corruption laws as well as Sanctions.
Anti-Corruption and Sanctions Laws. The Borrower and each of its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees while acting on behalf of the Borrower or its Subsidiaries with applicable Anti-Corruption Laws and applicable Sanctions. The Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective directors, officers and employees, are in compliance with applicable (i) Anti-Corruption Laws in all material respects and (ii) Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in any such Person being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or any officer or director of Borrower or any Subsidiary or (b) to the knowledge of the Borrower, any employee or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facilities established hereby, is a Sanctioned Person.
Anti-Corruption and Sanctions Laws. The Borrower and each of itsSubsidiaries have implemented and maintain in effect policies and procedures reasonably designed topromote compliance by the Borrower, its Subsidiaries and their respective directors, officers andemployees while acting on behalf of the Borrower or its Subsidiaries with applicable Anti-CorruptionLaws and applicable
Anti-Corruption and Sanctions Laws. Maintain in effect policies and procedures designed to promote compliance by the Borrower, the Subsidiaries, and their respective directors, officers, employees, and agents with the FCPA and any other applicable anti-corruption laws.
Anti-Corruption and Sanctions Laws. (a) None of the Company, any of its Subsidiaries or any of their respective directors, officers or employees, nor, to the Knowledge of the Company, any of its agents or distributors or any other Person acting on behalf of the Company or any of its Subsidiaries has, at any time since the Lookback Date, directly or indirectly, in any material respect, (i) violated or been in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), (ii) violated or been in violation of any applicable Law enacted in any jurisdiction in connection with or arising under the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the “OECD Convention”), (iii) violated or been in violation of any provision of the UK Bribery Act 2010 (the “UK Bribery Act”), (iv) violated or been in violation of any anti-bribery, anti-corruption or anti-money laundering Law in any foreign jurisdiction (collectively, with the FCPA, Laws enacted in connection with the OECD Convention, the UK Bribery Act, and any related order or plan issued by any Governmental Body, the “Anti-Corruption Laws”), or (v) made, offered to make, promised to make, or authorized the payment or giving of, directly or indirectly, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment or gift of money or anything of value prohibited under any applicable Law addressing matters comparable to those addressed by the Anti-Corruption Laws concerning such payments or gifts in any jurisdiction.
(b) Neither the Company nor any of its Subsidiaries, and no director or officer or, to the Knowledge of the Company, employee or agent of any of the Company or its Subsidiaries is a Sanctioned Person. The Company and its Subsidiaries are in compliance with, and, since the Lookback Date, have been in compliance in all material respects with applicable Sanctions. The Company and its Subsidiaries have in place adequate controls and systems reasonably designed to ensure compliance with applicable Sanctions and other Anti-Corruption Laws in each of the jurisdictions in which the Company or any of its Subsidiaries do business. No claim, suit, action, litigation, investigation, arbitration, proceeding, inquiry, review, subpoena, civil investigative demand or other request for information, whether judicial or administrative, is (i) pending against the Company or any Subsidiary or any of their respective directors or officers or, to the Knowledge ...
Anti-Corruption and Sanctions Laws. To the extent existing on the Closing Date, the Loan Parties will maintain in effect such policies and procedures designed to promote compliance in all material respects by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with the FCPA and any other applicable anti-corruption laws as well as Sanctions.
Anti-Corruption and Sanctions Laws. (a) In the last eight years, none of the Company or its Subsidiaries, any director, officer or employee of the Company or its Subsidiaries, nor, to the Knowledge of the Company, any of their respective other Representatives, (in each case, in connection with the business activities of the Company or any of its Subsidiaries) has violated, conspired to violate or aided and abetted the violation of the FCPA or any other applicable anti-corruption or anti-bribery Law (collectively, the “Anti-Corruption Laws”).
(b) Neither the Company nor any of its Subsidiaries (i) to the Knowledge of the Company, is under investigation for any violation of the Anti‑Corruption Laws by any Governmental Authority, or (ii) has in the last five years received written notice from any Governmental Authority regarding any violation of, or failure to comply with, any Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries, any of their respective directors or officers, nor, to the Knowledge of the Company, any of their respective employees is a Sanctioned Person. Neither the Company nor any of its Subsidiaries has in the past five years made a material violation of any applicable Sanctions, Ex-Im Laws, or anti-money laundering Laws (“AML Laws”).
