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

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 such Restricted Lender. In connection with any amendment, waiver, determination or direction relating to any part of Section 3.21 (Anti-Corruption and Sanctions Laws) of which a Restricted Lender does not have the benefit, the Commitments of that Restricted Lender will be excluded for the purpose of determining whether any applicable quorum has been obtained or whether the determination or direction such applicable quorum has been made.

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 Laws in a Material Adverse Effect 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 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. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions. (b) The representations contained in Section 3.21 paragraph (Anti-Corruption and Sanctions Lawsa) 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 Canadian law or any other applicable law to it relating to foreign trades (Außenwirtschaft) (including without limitation EU Regulation the Foreign Extraterritorial Measures Act of 1984 and paragraph (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) above shall be so limited and shall not apply to that extent. (c) In relation Notwithstanding the foregoing, nothing herein shall require any Canadian Loan Party or any of its Subsidiaries which are organized or incorporated under the laws of Canada or any province or territory thereof (each such party, a “Canadian Party”), to each Restricted Lendertake action or refrain from taking any action, 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 provisions would not result in otherwise contravene, or require any notification to the Attorney General of Canada under the Foreign Extraterritorial Measures (iUnited States) Order, 1992, by any violation ofsuch Canadian Party and this Agreement, 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 including, without limitation, this Section 3.21, shall be limited and section 19 paragraph 3 nointerpreted accordingly. 1 a) of the German Foreign Trade Akt (Außenwirtschaftsgesetz, AWG)) or a similar anti-boycott statute by such Restricted Lender. In connection with any amendment, waiver, determination or direction relating to any part of Section 3.21 (Anti-Corruption and Sanctions Laws) of which a Restricted Lender does not have the benefit, the Commitments of that Restricted Lender will be excluded for the purpose of determining whether any applicable quorum has been obtained or whether the determination or direction such applicable quorum has been made.

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 such Restricted Lender. In connection with any amendment, waiver, determination or direction relating to any part of Section 3.21 (Anti-Corruption and Sanctions Laws) of which a Restricted Lender does not have the benefit, the Commitments of that Restricted Lender will be excluded for the purpose of determining whether any applicable quorum has been obtained or whether the determination or direction such applicable quorum has been made.