Anti-Corruption Laws and Sanctions Laws. The Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective officers, employees, directors and agents that act in any capacity in connection with the credit facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions Laws in all material respects. None of (a) the Borrower, any Subsidiary or, to the knowledge of Borrower, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that act in any capacity in connection with the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions Laws.
Anti-Corruption Laws and Sanctions Laws. Conduct its businesses in material compliance with applicable Anti-Corruption Laws, and maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and applicable Sanctions by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents.
Anti-Corruption Laws and Sanctions Laws. (a) Time Warner has implemented and will maintain in effect and enforce policies and procedures designed to ensure compliance by Time Warner, its Subsidiaries and their respective directors, officers and employees with applicable Anti-Corruption Laws and Sanctions Laws, and is in compliance with applicable Anti-Corruption Laws and Sanctions Laws in all material respects. None of Time Warner or its Subsidiaries or any director, officer or, to the knowledge of Time Warner or its Subsidiaries, employee or agent of Time Warner or its Subsidiaries acting in connection with or benefitting from the credit facility established hereby, is a Sanctioned Person or violates applicable Sanctions Laws. No Borrowing will be made (A) for the purpose 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 applicable Anti-Corruption Laws or (B) where the proceeds thereof shall be, directly or, to the knowledge of Time Warner or its Subsidiaries, indirectly, used, lent, contributed or otherwise made available to any Person for the purpose of financing, funding or facilitating any activities or business of any Sanctioned Person or in any country or territory that is, or whose government is, at the time of such funding, the subject of Sanctions Laws or that would result in the imposition of sanctions against any Person or in the violation of any Sanctions Laws by any Person (including any Person participating in the Loans). To the knowledge of Time Warner or its Subsidiaries, no Transactions will be undertaken in violation of applicable Anti-Corruption Laws or Sanctions Laws.
(b) Borrower has implemented and will maintain in effect and enforce policies and procedures designed to ensure compliance by Borrower, its Subsidiaries and their respective directors, officers and employees with applicable Anti-Corruption Laws and Sanctions Laws, and is in compliance with applicable Anti-Corruption Laws and Sanctions Laws in all material respects. None of Borrower or its Subsidiaries or any director, officer or, to the knowledge of Borrower or its Subsidiaries, employee or agent of Borrower or its Subsidiaries acting in connection with or benefitting from the credit facility established hereby, is a Sanctioned Person or violates applicable Sanctions Laws. No Borrowing will be made (A) for the purpose of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anythi...
Anti-Corruption Laws and Sanctions Laws. 12.5.1 The Company undertakes with regard to the performance of this Agreement (including, without limitation, with regard to the Company’s use of the Subscription Proceeds in accordance with Clause 7 (Use of Subscription Proceeds)), the Project, the Framework Agreement, the Special Mining Licence and the Prospecting Licences that it and each member of the Group and their respective directors, officers, employees and personnel will comply with Anti-Corruption Laws, Sanctions Laws and all applicable anti-money laundering and counter-terrorism financing Laws.
12.5.2 Without limiting the generality of Clause 12.5.1, the Company undertakes that it will not, and shall procure that each member of the Group and their respective directors, officers, employees and personnel will not:
(i) make, offer, receive, solicit or authorise any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any person, including a public official, for the purpose of improperly influencing any act or decision of such person or improperly inducing such person to use his or her or its influence to obtain or retain business or direct business to any person in violation of Anti-Corruption Laws;
(ii) make, offer or authorise any facilitation payment to a public official; nor
(iii) use or allow the use of the Subscription Proceeds for any purpose that would be prohibited by or subject to penalty under Sanctions Laws.
12.5.3 Without limiting the generality of Clause 12.5.1, and with effect from the date of this Agreement until the earlier of T2 Closing (and the termination of the T2 Agreement in accordance with its terms), the Company undertakes that it will, and shall procure that each member of the Group will, promptly following the date of this Agreement:
(i) implement and maintain appropriate, risk-proportionate policies and procedures which are effective to promote and achieve compliance with Anti-Corruption Laws, Sanctions Laws and all applicable anti-money laundering and counter-terrorism financing Laws (including, without limitation, policies and procedures pertaining to gifts and hospitality, engagement with public officials, community projects and sponsorships, training and awareness for Group personnel on managing compliance risks, and appropriate channels for reporting concerns of breaches of compliance requirements);
(ii) prior to appointing or engaging any independent contractor, conduct appropriate, ris...
Anti-Corruption Laws and Sanctions Laws. The Borrower and its Subsidiaries have implemented and will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their directors, officers and employees with applicable Anti-Corruption Laws and Sanctions Laws. Each of the Borrower and its Subsidiaries is in compliance with applicable Anti-Corruption Laws and Sanctions Laws in all material respects. None of the Borrower or any Subsidiary or, to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate of the Borrower or any Subsidiary is a Sanctioned Person or is in violation of applicable Sanctions Laws. The Borrower will not directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds (a) to any Person for the purpose of financing the activities of any Sanctioned Person or (b) for the purposes 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 applicable Anti-Corruption Laws. To the knowledge of the Borrower, no Transactions will be undertaken in violation of applicable Anti-Corruption Laws or Sanctions Laws.
Anti-Corruption Laws and Sanctions Laws. Time Warner has implemented and will maintain in effect and enforce policies and procedures designed to ensure compliance by Time Warner, its Subsidiaries and their directors, officers and employees with applicable Anti-Corruption Laws and Sanctions Laws, and is in compliance with applicable Anti-Corruption Laws and Sanctions Laws in all material respects. None of Time Warner or any Subsidiary or, to the knowledge of Time Warner or its Subsidiaries, any director, officer or employee of Time Warner or any Subsidiary acting in connection with or benefitting from the credit facility established hereby, is a Sanctioned Person or violates applicable Sanctions Laws. No Borrowing will be made or Letter of Credit issued (A) for the purpose 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 applicable Anti-Corruption Laws or (B) for the purpose of financing, funding or facilitating unauthorized transactions with or activities or business of any Sanctioned Person. To the knowledge of Time Warner, no Transactions will be undertaken in violation of applicable Anti-Corruption Laws or Sanctions Laws.
Anti-Corruption Laws and Sanctions Laws. (a) Maintain policies and procedures designed to promote compliance by each Borrower and their respective directors, officers, employees and agents with all applicable Anti- Corruption Laws and Sanctions Laws.
(b) Comply with all applicable Anti-Corruption Laws and Sanctions Laws.
(c) Neither Borrowers nor, to the best knowledge of any Borrower, any director, officer, employee or any Person acting on behalf of any Borrower will engage in any activity that would breach any Anti-Corruption Laws or Sanctions Laws.
(d) Promptly notify the Lender of any action, suit or investigations by any court or Governmental Authority in relation to an alleged breach of the Anti-Corruption Laws or Sanctions Laws.
(e) Not directly or indirectly use, lend or contribute the proceeds of any Loan for any purpose that would breach any Anti-Corruption Laws or Sanctions Laws.
(f) In order to comply with the “know your customer/borrower” requirements of the Anti-Corruption Laws, promptly provide to the Lender upon its reasonable request from time to time (A) information relating to individuals and entities affiliated with any Borrower that maintain a business relationship with the Lender, and (B) such identifying information and documentation as may be available for such Borrower in order to enable the Lender to comply with Anti- Corruption Laws or Sanctions Laws.
Anti-Corruption Laws and Sanctions Laws. The Company and its Subsidiaries have implemented and will maintain in effect and enforce policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their directors, officers and employees with applicable Anti-Corruption Laws and Sanctions Laws. Each of the Company and its Subsidiaries and, to the Company’s knowledge, their respective directors, officers, employees, agents and Affiliates is in compliance with applicable Anti-Corruption Laws and Sanctions Laws in all material respects. None of the Company or any Subsidiary or, to the knowledge of the Company, any of their respective directors, officers, agents, employees or Affiliates is a Sanctioned Person or is in violation of applicable Sanctions Laws. The Borrowers will not directly or indirectly use the proceeds of the Loans or any Letter of Credit or otherwise make available such proceeds (a) to any Person for the purpose of financing the activities of any Sanctioned Person or (b) for the purposes 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 applicable Anti-Corruption Laws. No Transactions will be undertaken in violation of applicable Anti-Corruption Laws or Sanctions Laws.
Anti-Corruption Laws and Sanctions Laws. (a) No member of the Borrower’s Group is considered a Sanctioned Party as at the date of this Agreement and none will be so considered at any time prior to the Conversion Date.
(b) Each member of the Borrower’s Group has implemented and maintains risk-proportionate procedures designed to promote and achieve compliance with such Anti-Corruption Laws, Sanctions Laws and applicable anti-money laundering and counter-terrorism financing laws.
(c) No member of the Borrower’s Group, nor any of their respective directors, officers, employees, or so far as the Borrower is aware, agents or contractors, has engaged in any activity or conduct that has resulted in a violation of any Anti-Corruption Laws, Sanctions Laws or applicable anti-money laundering and counter-terrorism financing Laws.
Anti-Corruption Laws and Sanctions Laws. 12.1.1 Each party shall, in connection with this Agreement and its activities contemplated hereunder:
(i) comply with all Anti-Corruption Laws and applicable anti-money laundering and counter-terrorism financing laws; and
(ii) not engage in any activity or conduct that is prohibited by, inconsistent with or is subject to penalty under Sanctions Laws.
12.1.2 Without limiting the generality of Clause 12.1.1, the Company undertakes to the Optionholder that it will not (and shall procure that each member of the Group and their respective directors, officers, employees and personnel will not) make, offer, receive, solicit or authorise any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any person, including a public official, for the purpose of improperly influencing any act or decision of such person or improperly inducing such person to use his or her or its influence to obtain or retain business or direct business to any person in violation of Anti-Corruption Laws nor make, offer or authorise any facilitation payment to a public official.
12.1.3 The Company and the Investor shall, and shall procure that each member of the Group shall, notify the Optionholder in writing as soon as reasonably possible if any member of the Group becomes aware of any matter, event or circumstance that constitutes, or is reasonably expected to constitute, a breach of an undertaking in Clause 12.1 and/or that results in any Warranty contained in Clause 8.3 being or proving to have been incorrect or misleading when made or which would result in any such Warranty being incorrect or misleading if it were to be repeated at any time between the date of this Agreement and Closing.
12.1.4 Nothing in this Agreement requires a party to take any action or refrain from taking any action where doing so would be prohibited by, inconsistent with or subject to penalty under any Anti-Corruption Laws, Sanctions Laws or applicable anti-money laundering or counter-terrorism financing laws.
