Anti-Corruption; Anti-Money Laundering; Sanctions. Neither Holdings nor the Borrower shall use, directly or, to its knowledge, indirectly, any part of any proceeds of the Loans or lend, contribute, or otherwise make available such proceeds: (i) in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; (ii) in any manner that would constitute or give rise to a violation of applicable Anti-Corruption Laws; (iii) to fund or facilitate any activities or business of, with, involving or for the benefit of any Sanctioned Person or Sanctioned Jurisdiction; or (iv) in any manner that would constitute or give rise to a violation of Sanctions by any Person, including any Lender. ARTICLE VII
Anti-Corruption; Anti-Money Laundering; Sanctions. (a) None of (i) the Borrower, any Subsidiary, any of their respective directors, Responsible Officers, senior compliance officers or other Persons with responsibility for Sanctions, anti-money laundering and anti-corruption matters, or, to the knowledge of the Borrower, any of their respective employees or Affiliates, or (ii) to the knowledge of the Borrower, any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Facility, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) is controlled by or is acting on behalf of a Sanctioned Person, (C) has its assets located in a Sanctioned Country, (D) has received written notice that it is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (E) to the knowledge of the Borrower, directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(b) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance in all material respects by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws.
(c) Each of the Borrower and its Subsidiaries, each director, Responsible Officer, senior compliance officer or other Person with responsibility for Sanctions, anti-money laundering and anti-corruption matters, and to the knowledge of Borrower, employee, agent and Affiliate of Borrower and each such Subsidiary, is in compliance in all material respects with all Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws.
(d) No proceeds of any Loans have been used, directly or, to the knowledge of the Borrower after due inquiry, indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 7.12.
Anti-Corruption; Anti-Money Laundering; Sanctions. (a) Provided that the Company does not make this representation with respect to Investor and its designees on the Company Board, neither the Company, its Subsidiaries, nor any of their respective directors, officers, agents or employees, nor any other Person acting for or on behalf of the foregoing (each, a “Company Affiliate” but, for purposes of this Section 4.13, excluding Investor and its designees on the Company Board); (i) is itself, or is 50% or more owned by, a target of any sanctions, laws, lists, regulations, embargoes or restrictive measures administered, enacted or enforced by the United States or other government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Kingdom, the European Union (and any of its member states) or the United Nations Security Council, or any other relevant authority or sanctions-administering body (collectively, “Sanctions”), or (ii) is located, organized or resident in a country or territory that is the target of any such Sanctions (including without limitation, Cuba, Iran, North Korea, North Sudan or Syria).
(b) To the knowledge of the Company, no Action by or before any Governmental Entity or any arbitrator involving the Company or any Company Affiliate with respect to any Sanctions is pending or threatened.
(c) The operations of the Company and its Subsidiaries and, to the knowledge of the Company, the other Company Affiliates are and have been conducted at all times in compliance with applicable anti-money laundering and anti-terrorism financing laws of all jurisdictions in which they operate, the rules and regulations promulgated thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity thereof or therein (collectively, the “Anti-Money Laundering and Anti-Terrorism Financing Laws”).
(d) To the knowledge of the Company, no Action by or before any Governmental Entity or any arbitrator involving the Company or any Company Affiliate with respect to Anti-Money Laundering and Anti-Terrorism Financing Laws is pending or threatened.
(e) Neither the Company, any of its Subsidiaries nor, to the knowledge of the Company, any other Company Affiliate has engaged in conduct that would violate any anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the OECD Convention on Combating Bribery of Foreign Public Officials in International Busi...
Anti-Corruption; Anti-Money Laundering; Sanctions. Holdings and the Borrower shall: (i) continue to maintain in effect and enforce, or remain subject to, and shall procure that each of the Subsidiaries continues to maintain in effect and enforces or remains subject to, policies and procedures designed to promote and achieve compliance by Holdings, the Borrower and the Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, applicable Anti-Money Laundering Laws and applicable Sanctions; and (ii) promptly notify the First Lien Administrative Agent in the event that it or any of its directors, officers or employees becomes subject to any action, proceeding, litigation, claim or investigation with regard to any actual or alleged violation of Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws. ARTICLE VI NEGATIVE COVENANTS From and after the Effective Date and until the Termination Date, each of Holdings and the Borrower covenants and agrees with the Lenders that: SECTION
Anti-Corruption; Anti-Money Laundering; Sanctions. (i) Each Group Company, and each of its directors, officers, employees, agents, and other Persons explicitly authorized to act on its behalf and the Founder Holding Companies and the Founders (collectively, the “Representatives”) have not violated and will not violate Compliance Laws or Sanctions Laws. Such Representatives have never offered, paid, promised to pay, or authorized the payment of any money or anything of value to any Governmental Authority (including any government department, its subordinate institution, and state-owned enterprise) or Public Official (including any government official to whom any Representative knows or ought to know that all or a portion of such money or things of value will be offered, given or promised, directly or indirectly) in a manner that would constitute a breach of applicable Compliance Laws and for the purpose of (a) influencing any act or decision of Public Officials in their official capacity, (b) inducing Public Officials to act or omit to act in violation of lawful duties, (c) securing any improper advantage, (d) inducing Public Officials to influence or affect any act or decision of any Governmental Authority, or (e) assisting any Representative in obtaining or retaining business, or directing business to any Representative; and the Representatives have never violated and will not violate the principle of fair competition, by offering or taking property or other interests to obtain business opportunities or other improper benefits, such as making payments or paying anything of value to existing or potential business partners (“Business Partners”), in order to impose undue influence on Business Partners or to obtain inappropriate commercial advantage. For the avoidance of doubt, the Business Partners may include Governmental Authorities, non-government customers, suppliers or distributors, or owners, directors, managers, or other employees of foregoing.
(ii) The Warrantors have maintained, and will continue to maintain, complete and accurate books and records and effective internal controls in accordance, and to ensure compliance, with Compliance Laws and generally accepted accounting principles.
(iii) No Warrantor is a Sanctioned Person or beneficially owns any interest in a Sanctioned Person, nor does any Sanctioned Person or group of Sanctioned Persons beneficially own any interest in any Warrantor.
(iv) For the purposes of this Section 3.23, “Compliance Laws” means all anti-bribery or anti-corruption, anti...
Anti-Corruption; Anti-Money Laundering; Sanctions. (a) None of Seller, its Subsidiaries and, to Seller’s Knowledge, their respective Related Persons, and predecessors or current or former Subsidiaries, nor each of their officers, directors and managers, nor, to Seller’s Knowledge, its agents, have in the past 5 years:
(i) violated any Anti-Corruption Laws; or
(ii) offered, paid, promised to pay, authorized the payment of, received, or solicited anything of value under circumstances such that all or a portion of such thing of value would be offered, given, or promised, directly or indirectly, to any Person to obtain any improper advantage.
(b) Except as set forth on Disclosure Schedule 3.27(b), at no time during the prior five (5) years has Seller, Stockholder, their respective Related Persons, and predecessors or current or former Subsidiaries, or each of their officers, directors and managers, or, to Seller’s Knowledge, its agents, (i) conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Body or similar agency with respect to any alleged act or omission arising under or relating to any potential noncompliance with any Anti-Corruption Law, Anti-Money Laundering Law, or Sanctions Laws and Regulations; or (ii) been the subject of current, pending, or threatened investigation, inquiry or enforcement proceedings for violations of Anti-Corruption Laws, Anti-Money Laundering Law, or Sanctions Laws and Regulations or received any notice, request, or citation for any actual or potential noncompliance with any Anti-Corruption Law, Anti-Money Laundering Law, or Sanctions Laws and Regulations.
(c) Seller and Stockholder have maintained for the last 5 years, complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties, and Government Officials in accordance with GAAP.
(d) Except as disclosed on Disclosure Schedule 3.27(d), none of Seller’s officers, directors or managers is a Government Official.
(e) None of Seller and its Subsidiaries, nor to Seller’s Knowledge, their respective Related Persons, officers, directors, managers or agents, is currently a Sanctions Target or is located, organized, or resident in a country or territory that is a Sanctions Target.
(f) Except as set forth on Disclosure Schedule 3.27(f), at no time during the prior five (5) years has Seller, its Subsidiaries, or, to Seller’s Knowledge, their respective Related Persons, officers, directors, managers or ...
Anti-Corruption; Anti-Money Laundering; Sanctions. (a) None of the Contributed Corix Entities nor, to the Knowledge of Corix, any of their respective directors, officers, employees or other Persons acting on behalf of any of the foregoing, directly or indirectly in relation to the Contributed Corix Entities, has, since the date falling five (5) years prior to the date of this Agreement: respect;
(i) violated any applicable Anti-Corruption Laws in any material
(ii) made, offered or promised to make, or authorized the payment or giving of money, or anything else of value, to any (x) executive, official, employee or Person acting in an official capacity for or on behalf of a Governmental Entity,
Anti-Corruption; Anti-Money Laundering; Sanctions. (a) None of IIF Subway or Bazos (each, solely with respect to its respective relationship with SWMAC, SWWC or any SWWC Subsidiary), nor, to the Knowledge of IIF Subway, any of their respective directors, officers, employees or other Persons acting on behalf of any of the foregoing, directly or indirectly in relation to SWMAC, SWWC or any SWWC Subsidiary, has, since the date falling five (5) years prior to the date of this Agreement: respect;
(i) violated any applicable Anti-Corruption Laws in any material
(ii) made, offered or promised to make, or authorized the payment or giving of money, or anything else of value, to any (x) executive, official, employee or Person acting in an official capacity for or on behalf of a Governmental Entity,
Anti-Corruption; Anti-Money Laundering; Sanctions. (a) None of SWMAC, SWWC, the SWWC Subsidiaries, nor, to the Knowledge of SWMAC or SWWC, any of their respective directors, officers, employees or other Persons acting on behalf of any of the foregoing, directly or indirectly in relation to SWMAC or SWWC, has, since the date falling five (5) years prior to the date of this Agreement:
(i) violated any applicable Anti-Corruption Laws in any material respect;
(ii) made, offered or promised to make, or authorized the payment or giving of money, or anything else of value, to any (x) executive, official, employee or Person acting in an official capacity for or on behalf of a Governmental Entity,
Anti-Corruption; Anti-Money Laundering; Sanctions. (a) Each of the Target Companies and the Target Subsidiaries, and each of their directors, officers, and employees, and to the Knowledge of the Sellers, any supplier, distributor, licensee, agent or any other Person acting on its or their behalf, is in all material respects in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), any other applicable U.S. or foreign anti-corruption or anti-bribery Laws, and all rules and regulations promulgated thereunder.
(b) The operations of the Target Companies and the Target Subsidiaries are and have been conducted at all times since June 1, 2014 in compliance in all material respects with applicable financial recordkeeping, reporting and internal control requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”) and of the FCPA. No Action by or before any Governmental Authority that is material to the Personal Care Business with respect to the Money Laundering Laws is pending or, to the Knowledge of the Sellers, threatened.
(c) No Target Company nor any Target Subsidiary (nor any Person acting on behalf of any such Target Company or such Target Subsidiary) is currently subject to any material sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. No Action by or before any Governmental Authority that is material to any Target Company or any Target Subsidiary with respect to any such sanctions is pending or, to the Knowledge of the Sellers, threatened.
