Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the Borrower, any other Loan Party, any Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any 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 this Agreement, (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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons. (ii) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions. (iii) Each of the Borrower and its Subsidiaries, each director, officer, employee, agent and, to the knowledge of the Borrower, any Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions. (iv) No proceeds of any Loans have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b).
Appears in 7 contracts
Samples: Credit Agreement (Diversified Healthcare Trust), Credit Agreement (Service Properties Trust), Credit Agreement (Service Properties Trust)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i1) the Borrower, any other Loan Party, Borrower or any Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, such other Loan Party or such other Subsidiary, any of their respective employees or Affiliates, or (ii2) 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 this Agreementthe Credit 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) 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) directly or knowingly indirectly derives revenues from investments in, or transactions with, Sanctioned PersonsPersons in violation of applicable Sanctions.
(ii) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and controlled Affiliates with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower and its Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any employee, agent and Affiliate of the Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(iv) No proceeds of any Loans or other extensions of credit hereunder have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)8.8.
Appears in 5 contracts
Samples: Term Loan Agreement (Realty Income Corp), Credit Agreement (Realty Income Corp), Credit Agreement (Realty Income Corp)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the BorrowerSeller, any other Loan PartySubsidiary or, any to the knowledge of the Seller or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any or Affiliates, or (ii) to the knowledge of the Borrower, any agent or representative of the Borrower Seller or any Subsidiary that will act in any capacity in connection with or benefit from this Agreementthe Transaction Documents, (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, except as permitted by applicable laws, rules and regulations or as licensed or otherwise authorized by U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce, or any other United States federal governmental authority with applicable jurisdiction thereover, (DC) 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 (ED) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons, except as permitted by applicable laws, rules and regulations or as licensed or otherwise authorized by U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce, or any other United States federal governmental authority with applicable jurisdiction thereover.
(ii) Each of the Borrower Seller and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower Seller and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower Seller and its Subsidiaries, each and to the knowledge of the Seller, director, officer, employee, agent and, to the knowledge and Affiliate of the Borrower, any Affiliate of Borrower Seller and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions.
(iv) No proceeds of any Loans Investment have been used, directly or indirectly, by the BorrowerSeller, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b8.01(w).
Appears in 4 contracts
Samples: Receivables Purchase Agreement (Nabors Industries LTD), Receivables Purchase Agreement (Nabors Industries LTD), Receivables Purchase Agreement (Nabors Industries LTD)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan PartySubsidiary or, any to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any 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 this Agreementthe Credit Extensions, (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, (DC) 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 (ED) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower and its Subsidiaries, each and to the knowledge of the Borrower, director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in all respects and applicable Sanctionsmaterial respects.
(ivd) No proceeds of any Loans Credit Extensions have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b7.9(b).
Appears in 3 contracts
Samples: Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Public Service Co of New Mexico)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan Party, any Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the BorrowerBorrower or such Subsidiary, 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 this Agreementthe Revolving Credit Facility, (Ai) is a Sanctioned Person or currently the subject or target of any Sanctions, (Bii) is controlled by or is acting on behalf of a Sanctioned Person, (Ciii) has its assets located in a Sanctioned Country, (Div) 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 (Ev) directly or or, to the knowledge of the Borrower, indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower and its Subsidiaries, each director, officer, employee, agent and, to the knowledge of the Borrower, any Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions.
(iv) No proceeds of any Loans have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b).
Appears in 3 contracts
Samples: Credit Agreement (Atrion Corp), Credit Agreement (Atrion Corp), Credit Agreement (Atrion Corp)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan Party, any Subsidiary, or any of their respective directors, officers, employees employees, or, to the knowledge of the Borrower, any Affiliates, of their respective agents or representatives (i) is a Sanctioned Person or (ii) directly or indirectly holds an ownership interest in or controls a Sanctioned Person. Neither the Borrower nor any Subsidiary: (i) has assets located in, or otherwise directly or indirectly derives revenues from or engages in, investments, dealings, activities, or transactions in or with, any Sanctioned Country; or (ii) directly or knowingly, indirectly, derives revenues from or engages in investments, dealings, activities, or transactions with, any Sanctioned Person in violation of Sanctions.
(b) Each of the Borrower and each Subsidiary, their respective directors, officers, employees, and to the knowledge of the Borrower, any agent or representative and agents and representatives acting on behalf of the Borrower or any Subsidiary that will act of its Subsidiaries, has been during the past five years in material compliance with, and currently is in compliance (other than any capacity in connection with or benefit from this Agreement, (Anon-compliance the impact of which would be immaterial to the business of the Borrower and its Subsidiaries) 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) 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 ofwith, Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.
(c) There has not been during the past five years, and there is no, pending or, to the knowledge of the Borrower, threatened action, suit, dispute, litigation, proceeding or Sanctions by a governmental authority that enforces Sanctions suspension before any court or other Governmental Authority against the Borrower or any Subsidiary or any Affiliate thereof, or any investigation by the Borrower or any Subsidiary, or their respective legal representatives at the direction of the Borrower or any Subsidiary or, to the knowledge of the Borrower, a Governmental Authority, involving the foregoing, that relates to a potential or actual violation of Anti-Corruption Laws or Laws, Anti-Money Laundering Laws, Laws or (E) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned PersonsSanctions.
(iid) Each of the The Borrower and its Subsidiaries has implemented instituted and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries each Subsidiary (and their respective directors, officers, employees, agents and, to the knowledge and representatives acting on behalf of the BorrowerBorrower or each Subsidiary, any Affiliates as applicable) with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower and its Subsidiaries, each director, officer, employee, agent and, to the knowledge of the Borrower, any Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions.
(iv) No proceeds of any Loans have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b).
Appears in 3 contracts
Samples: Credit Agreement (Oportun Financial Corp), Credit Agreement (Prosper Funding LLC), Credit Agreement (Prosper Funding LLC)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i1) the Borrower, any other Loan Party, Borrower or any Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, such other Loan Party or such other Subsidiary, any of their respective employees or Affiliates, or (ii2) 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 this Agreementthe credit 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) 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) directly or knowingly indirectly derives revenues from investments in, or transactions with, Sanctioned PersonsPersons in violation of applicable Sanctions.
(ii) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and controlled Affiliates with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower and its Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any employee, agent and Affiliate of the Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(iv) No proceeds of any Loans or other extensions of credit hereunder have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)8.8.
Appears in 3 contracts
Samples: Term Loan Agreement (Realty Income Corp), Term Loan Agreement (Spirit Realty Capital, Inc.), Term Loan Agreement (Spirit Realty Capital, Inc.)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the BorrowerCompany, any other Loan PartySubsidiary, any or, to the knowledge of the Company or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any or Affiliates, or (ii) to the knowledge of the BorrowerCompany or such Subsidiary, any agent or representative of the Borrower Company or any Subsidiary that will act in any capacity in connection with or benefit from this Agreementcredit facilities provided for herein, (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, except to the extent licensed or otherwise approved or not prohibited by the applicable authority imposing such Sanctions, (D) 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 (EC) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
, except to the extent licensed or otherwise approved or not prohibited by the applicable authority imposing such Sanctions, (iiD) has taken any action, that would result in a material violation by such Persons of any Anti-Corruption Laws, or (E) has violated any Anti-Money Laundering Law in any material respect. Each of the Borrower Company and its Subsidiaries has implemented Subsidiaries, and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower and its SubsidiariesCompany, each director, officer, employee, agent and, to the knowledge and Affiliate of the Borrower, any Affiliate of Borrower Company and each such Subsidiary, is in compliance with all the Anti-Corruption Laws, Laws and Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(ivb) No proceeds of any Loans Credit Event have been usedused directly, directly or or, to the knowledge of the Company, indirectly, by the BorrowerCompany, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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 Section 9.11(b)any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country, except to the extent licensed or otherwise approved or not prohibited by the applicable authority imposing such Sanctions, or (iii) in any manner that would result in a violation of any applicable Sanctions.
Appears in 2 contracts
Samples: Credit Agreement (Cambrex Corp), Credit Agreement (Cambrex Corp)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan PartySubsidiary or, any to the knowledge of Borrower or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any Affiliatesor 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 this Agreementthe credit facility established hereby, (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) 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 (EC) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
Persons or (iiD) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws or Anti-Money Laundering Laws. Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all the Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) . Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower and each such Subsidiary, is in compliance with all the Anti-Corruption Laws, Laws and Anti-Money Laundering Laws in all material respects and all applicable Sanctions.
(ivb) No proceeds of any Loans Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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 Section 9.11(b)any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 2 contracts
Samples: Credit Agreement (Quanex Building Products CORP), Credit Agreement (Quanex Building Products CORP)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i1) the Parent, Borrower, any other Loan Party, Party or any other Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Parent, Borrower, such other Loan Party or such other Subsidiary, any of their respective employees or Affiliates, or (ii2) to the knowledge of the Parent or Borrower, any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from this Agreementthe Credit 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, or (D) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(ii) Each of the Parent, the Borrower and its their respective Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, and agents and, to the knowledge of the Borrower, any Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Parent, the Borrower and its their respective Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Parent or Borrower, any employee, agent and Affiliate of the Parent or Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(iv) No proceeds of any Loans or other extensions of credit hereunder have been used, directly or indirectly, by the Parent, Borrower, any of its their respective Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)9.8. or Section 10.4.
Appears in 2 contracts
Samples: Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the BorrowerCompany, any other Loan PartySubsidiary, any or, to the knowledge of the Company or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any Affiliatesofficers or employees, or (ii) to the knowledge of the BorrowerCompany or any Subsidiary, any agent or representative of the Borrower Company or any Subsidiary that will act in any capacity in connection with or benefit from this Agreement, (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) 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, Laws or (ED) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower Company and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower Company and its Subsidiaries and their respective directors, officers, employees, employees and agents and, to the knowledge of the Borrower, any Affiliates with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower Company and its Subsidiaries and, to the knowledge of the Company or any of its Subsidiaries, each director, officer, employee, employee and agent and, to the knowledge of the Borrower, any Affiliate of Borrower Company and each such Subsidiary, is in compliance in all material respects with all applicable Anti-Corruption Laws, Laws and Anti-Money Laundering Laws and is in compliance with all respects and applicable Sanctions.
(ivd) No proceeds of any Loans Credit Extension have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents used in violation of Section 9.11(b)2.15. Each reference to “Subsidiary” in this Section includes the Securitization Subsidiary and its Wholly Owned Subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Unum Group), Credit Agreement (Unum Group)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) Holdings, any Subsidiary (including the Borrower) or, any other Loan Party, any Subsidiaryto the knowledge of Holdings or such Subsidiary (including the Borrower), any of their respective directors, officers, employees or, to the knowledge of the Borrower, any or controlled Affiliates, or (ii) to the knowledge of Holdings or such Subsidiary (including the Borrower), any agent or representative of the Borrower Holdings or any Subsidiary (including the Borrower) that will act in any capacity in connection with or benefit from this Agreementthe Credit Documents, (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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower Holdings and its Subsidiaries (including the Borrower) has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower Holdings and its Subsidiaries (including the Borrower) and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and controlled Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower Holdings and its SubsidiariesSubsidiaries (including the Borrower), and, to the knowledge of Holdings or such Subsidiary, each director, officer, employee, agent and, to the knowledge of the Borrower, any and controlled Affiliate of Borrower Holdings and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions.
(ivd) No proceeds of any the Loans or other transactions contemplated by this Credit Agreement have been used, directly or indirectly, by the BorrowerHoldings, any of its Subsidiaries (including the Borrower) or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b6.8(b).
Appears in 2 contracts
Samples: Senior Secured Credit Facility (TransMontaigne Partners L.P.), Senior Secured Credit Facility (TLP Equity Holdings, LLC)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan PartySubsidiary or, any to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any 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 this Agreementthe Loans, (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, (DC) 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 (ED) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower and its Subsidiaries, each and to the knowledge of the Borrower, director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions.
(ivd) No proceeds of any Loans Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)8.11.
Appears in 2 contracts
Samples: Credit Agreement (MGP Ingredients Inc), Credit Agreement (MGP Ingredients Inc)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan PartySubsidiary, any or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any 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 this Agreementthe Credit 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) is is, to Borrower’s knowledge, 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in all respects and applicable Sanctionsmaterial respects.
(ivd) No proceeds of any Loans Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b8.16(c).
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (iA) the Parent Borrower, any other Loan Party, any Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the BorrowerParent Borrower or such Subsidiary, any of their respective employees or Affiliates, or (iiB) to the knowledge of the Parent Borrower, any agent or representative of the Parent Borrower or any Subsidiary that will act in any capacity in connection with or benefit from this Agreement, the Credit Facilities (A1) is a Sanctioned Person or currently the subject or target of any Sanctions, (B2) is controlled by located, organized or is acting on behalf of a Sanctioned Person, (C) has its assets located resident in a Sanctioned Country, (D) is under administrative, civil except to the extent licensed or criminal investigation for an alleged violation of, otherwise approved 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 not prohibited by a governmental the applicable authority that enforces imposing such Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (E3) directly or or, to its knowledge, indirectly derives revenues from investments in, or transactions with, Sanctioned Persons, except to the extent licensed or otherwise approved or not prohibited by the applicable authority imposing such Sanctions.
(ii) Each of the Parent Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure promote and achieve compliance by the Parent Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Parent Borrower and its Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Parent Borrower, any employee, agent and Affiliate of the Parent Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions, in each case, in all material respects.
(iv) No proceeds of any Loans have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b).
Appears in 1 contract
Samples: Credit Agreement (Brinks Co)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan PartySubsidiary or, any to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any 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 credit facilities established by this Loan Agreement, (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, (DC) 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 (ED) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower and its Subsidiaries, each and to the knowledge of the Borrower, director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in all respects and applicable Sanctionsmaterial respects.
(ivd) No proceeds of any Loans Borrowings have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b7.9(b).
Appears in 1 contract
Samples: Term Loan Agreement (Public Service Co of New Mexico)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the BorrowerMaster Servicer, any other Loan PartySubsidiary of the Master Servicer, any Subsidiaryor to the knowledge of the Master Servicer, any of their respective directors, officers, employees or, to the knowledge of the BorrowerMaster Servicer or such Subsidiary, any of their respective employees or Affiliates, or (ii) to the knowledge of the BorrowerMaster Servicer, any agent or representative of the Borrower Master Servicer or any Subsidiary that will act in any capacity in connection with or benefit from this Agreementthe Transaction Documents, (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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(ii) Each of the Borrower Master Servicer and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower Master Servicer and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower Master Servicer and its Subsidiaries, and to the knowledge of Master Servicer, each director, officer, employee, agent and, to the knowledge and Affiliate of the Borrower, any Affiliate of Borrower Master Servicer and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(iv) No proceeds of any Loans Investment have been used, directly or indirectly, by the BorrowerMaster Servicer, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b8.01(w).
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the Borrower, any other Loan Party, any Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the BorrowerBorrower or such Subsidiary, 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 this Agreement, (A) is a Sanctioned Person or currently the express subject or express 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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(ii) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower and its Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any employee, agent and Affiliate of the Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(iv) No proceeds of any Loans Loan or Letter of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b9.13.(c).
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the REIT, the Borrower, any other Loan Party, any Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the BorrowerREIT, the Borrower or such Subsidiary, any of their respective employees or Affiliates, or (ii) to the knowledge of the BorrowerREIT, the Borrower or such Subsidiary, any agent or representative of the REIT, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from this Agreementthe Loans, (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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower and its Subsidiaries The REIT has implemented and maintains in effect policies and procedures reasonably designed to ensure promote and achieve compliance by the REIT, the Borrower and its their Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the REIT, the Borrower and its their Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any employee, agent and Affiliate of Borrower and each such Subsidiary, is in compliance compliance, in all material respects, with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions.
(ivd) No proceeds of any Loans Loan have been used, directly or (to the knowledge of the REIT or the Borrower) indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)§7.19.
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the Neither Borrower, any other Loan Party, nor any Subsidiary, nor any of their respective directors, officers, employees or, to the knowledge of the BorrowerBorrower or such Subsidiary, any of their respective employees or Affiliates, or (ii) to the knowledge of the Borrower, any no agent or representative of the Borrower or nor any Subsidiary that will act in any capacity in connection with or benefit from this Agreementthe Term 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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(ii) Each of the b. The Borrower and each of its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its such Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the c. The Borrower and each of its Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any employee, agent and Affiliate of the Borrower and each any such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(iv) d. No proceeds of any Loans Credit Extension have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)6.15.
Appears in 1 contract
Samples: Credit Agreement (Pool Corp)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan Party, any Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the BorrowerBorrower or such Subsidiary, any Affiliatesof their respective employees, 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 this AgreementAgreement or the credit facilities extended hereunder, (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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures as they deem reasonably appropriate in light of their businesses and international activities designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, employees and agents and, to the knowledge of the Borrower, any Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower and its Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any Affiliate employee and agent of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in all respects and applicable Sanctionsmaterial respects.
(ivd) No proceeds of any Loans Loan have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)7.13.
Appears in 1 contract
Samples: Credit Agreement (United States Lime & Minerals Inc)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the BorrowerSeller, any other Loan PartySubsidiary or, any to the knowledge of the Seller or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any or Affiliates, or (ii) to the knowledge of the BorrowerSeller, any agent or representative of the Borrower Seller or any Subsidiary that will act in any capacity in connection with or benefit from this Agreementthe Transaction Documents, (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) 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 (EC) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned PersonsPersons or (D) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws or Anti-Money Laundering Laws.
(ii) Each of the Borrower Seller and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower Seller and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower Seller and its Subsidiaries, and to the knowledge of the Seller, each director, officer, employee, agent and, to the knowledge and Affiliate of the Borrower, any Affiliate of Borrower Seller and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Laws and Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(iv) No proceeds of any Loans Investment have been used, directly or indirectly, by the BorrowerSeller, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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 each case in violation of Section 9.11(b)any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Gray Television Inc)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the Parent, the General Partner, the Borrower, any other Loan Party, any Subsidiaryof their respective Subsidiaries, any of their respective directors, officers, employees or, to the knowledge of the BorrowerBorrower or such Subsidiary, 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 this Agreement, (A) is a Sanctioned Person or currently the express subject or express 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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(ii) Each of the Parent, the General Partner, the Borrower and its their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries such Person and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Parent, the General Partner, the Borrower and its their respective Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any employee, agent and Affiliate of the Parent, the General Partner, the Borrower and each such Subsidiarytheir respective Subsidiaries, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(iv) No proceeds of any Loans Loan or Letter of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b9.13.(c).
(l) The Credit Agreement is further amended by restating Section 6.1(y) thereof in its entirety as follows:
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan PartySubsidiary, any or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any Affiliatesofficers or employees, or (ii) to the knowledge of the BorrowerBorrower or any Subsidiary, any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from this Agreement, (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) 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, Laws or (ED) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, employees and agents and, to the knowledge of the Borrower, any Affiliates with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.. 77 11863223v8 24740.00050
(iiic) Each of the Borrower and its Subsidiaries and, to the knowledge of the Borrower or any of its Subsidiaries, each director, officer, employee, employee and agent and, to the knowledge of the Borrower, any Affiliate of Borrower and each such Subsidiary, is in compliance in all material respects with all applicable Anti-Corruption Laws, Laws and Anti-Money Laundering Laws and is in compliance with all respects and applicable Sanctions.
(ivd) No proceeds of any Loans Credit Extension have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents used in violation of Section 9.11(b)2.15. Each reference to “Subsidiary” in this Section includes the Securitization Subsidiary and its Wholly Owned Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Unum Group)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan Party, any SubsidiarySubsidiary or, any of their respective directors, directors or officers, employees 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 this Agreementthe Loans and Commitments, (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, (DC) is under any known 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 (ED) directly or or, to the Borrower’s knowledge, indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower and its Subsidiaries, each and to the knowledge of the Borrower, director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower and each such Subsidiary, is in compliance in all material respects with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions.
(ivd) No proceeds of any Loans have been used, directly or to the knowledge of the Borrower indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)5.08.
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the BorrowerMaster Servicer, any other Loan PartySubsidiary or, any to the knowledge of the Master Servicer or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any or Affiliates, or (ii) to the knowledge of the BorrowerMaster Servicer, any agent or representative of the Borrower Master Servicer or any Subsidiary that will act in any capacity in connection with or benefit from this Agreementthe Transaction Documents, (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) 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 (EC) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned PersonsPersons or (D) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws or Anti-Money Laundering Laws.
(ii) Each of the Borrower and its Subsidiaries The Master Servicer has implemented and maintains in effect policies and procedures designed to ensure promote compliance by the Borrower Master Servicer and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower Master Servicer and its Subsidiaries, and to the knowledge of Master Servicer, each director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower Master Servicer and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Laws and Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(iv) No proceeds of any Loans Investment have been used, directly or indirectly, by the BorrowerMaster Servicer, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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 each case in violation of Section 9.11(b)any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Gray Television Inc)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i1) the Parent, Borrower, any other Loan Party, Party or any other Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Parent, Borrower, such other Loan Party or such other Subsidiary, any of their respective employees or Affiliates, or (ii2) to the knowledge of the Parent or Borrower, any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from this the Agreement, (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, or (D) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Parent, the Borrower and its their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, and agents and, to the knowledge of the Borrower, any Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Parent, the Borrower and its their respective Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Parent or Borrower, any employee, agent and Affiliate of the Parent or Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(ivd) No proceeds of any Loans or other extensions of credit hereunder have been used, directly or indirectly, by the Parent, Borrower, any of its their respective Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)6.11 or Section 6.15.
Appears in 1 contract
Samples: Term Loan Agreement (Tanger Properties LTD Partnership /Nc/)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the Parent, the General Partner, the Borrower, any other Loan Party, any Subsidiaryof their respective Subsidiaries, any of their respective directors, officers, employees or, to the knowledge of the BorrowerBorrower or such Subsidiary, 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 this Agreement, (A) is a Sanctioned Person or currently the express subject or express 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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(ii) Each of the Parent, the General Partner, the Borrower and its their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries such Person and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Parent, the General Partner, the Borrower and its their respective Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any employee, agent and Affiliate of the Parent, the General Partner, the Borrower and each such Subsidiarytheir respective Subsidiaries, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(iv) No proceeds of any Loans Loan or Letter of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b9.13.(c).
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the BorrowerBorrower or any Subsidiary, any other Loan Partyor, any to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any 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 this Agreementthe Facilities, (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, or (D) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the The Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Controlled Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower and its Subsidiaries, and to the knowledge of the Borrower, each director, officer, employee, agent and, to the knowledge and Controlled Affiliate of the Borrower, any Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti- Corruption Laws and Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(d) No proceeds of any Credit Extension have been used, by the Borrower or any of its Subsidiaries in violation of Section 6.11.”.
(f) Section 6.03 of the Credit Agreement is hereby amended by (i) deleting the “and” at the end of clause (d); (ii) replacing the period at the end of clause (e) with “; and”; and (iii) adding a new clause (f) as follows: “(f) of (i) the receipt of notice from a Governmental Authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws or (ii) any voluntary disclosure from any Loan Party or any of its Subsidiaries to any Governmental Authority, in each case of clauses (i) and (ii) of this subsection, regarding a possible violation of Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable or Sanctions, together with any related copies thereof.”.
(ivg) No proceeds Section 6.11 of any Loans have been usedthe Credit Agreement is amended by adding the clause “or, directly or indirectly, by (i) in furtherance of an offer, payment, promise to pay, or authorization of the Borrowerpayment or giving of money, or anything else of value, to any of its Subsidiaries or any of its or their respective directors, officers, employees and agents Person in violation of any Anti-Corruption Laws, (ii) 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 (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto” to the end of the proviso in such Section.
(h) Section 9.11(b)10.19 of the Credit Agreement is amended by adding the phrase “and any other Anti-Money Laundering Laws” immediately before the comma in the fourth line thereto and immediately before the periods at the end of the first and second sentences thereof.
(i) Article 10 of the Credit Agreement is amended by adding the following new Section 10.24 thereto:
Appears in 1 contract
Samples: Credit Agreement (On Assignment Inc)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the General Partner, the Borrower, any other Loan Party, any Subsidiary, any of their respective directorsdirectors and officers acting on behalf of the Borrower or any Subsidiary with respect to this Agreement or any other Loan Document, officers, employees or, to the knowledge of the BorrowerBorrower or such Subsidiary, any of their respective directors, officers 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 this Agreement, (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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the General Partner, the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the General Partner, the Borrower and its Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any employee, agent and Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(ivd) No proceeds of any Loans Loan or Letter of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b).7.06
Appears in 1 contract
Samples: Revolving Credit Agreement (Urban Edge Properties LP)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan PartySubsidiary or, any to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any 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 this Agreement, (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 CountryCountry in violation of Sanctions, (DC) 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 (ED) directly directly, or indirectly (to the knowledge of the Borrower based on due care and inquiry) indirectly, derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower and its Subsidiaries, each and to the knowledge of the Borrower, director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower and each such Subsidiary, is in compliance (i) in all material respects with all Anti-Corruption Laws, Laws and Anti-Money Laundering Laws and (ii) in all respects and with applicable Sanctions.
(ivd) No proceeds of any Loans have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)5.08.
Appears in 1 contract
Samples: Credit Agreement (Genesis Energy Lp)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan PartySubsidiary or, any to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any Affiliatesofficers or employees, 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 this Agreementthe Credit 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, (DC) 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) directly or indirectly derives revenues from investments in, or transactions with, any Sanctioned Persons.
Person, (iiD) has taken any action, directly or indirectly, that would result in a material violation by such Persons of any Anti-Corruption Laws or (E) has violated any Anti-Money Laundering Laws. Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any Affiliates officers and employees with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) . Each of the Borrower and its Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any Affiliate each director, officer and employee of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in all respects and applicable Sanctionsmaterial respects.
(ivb) No proceeds of any Loans Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officersofficers or employees (i) in furtherance of an offer, employees and agents payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of Section 9.11(b)any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan PartySubsidiary or, any to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any 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 this Agreement, (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 CountryCountry in violation of Sanctions, (DC) 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 AntiAnti- US-DOCS\121193765.6 Corruption Laws or Anti-Money Laundering Laws, or (ED) directly directly, or indirectly (to the knowledge of the Borrower based on due care and inquiry) indirectly, derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower and its Subsidiaries, each and to the knowledge of the Borrower, director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower and each such Subsidiary, is in compliance (i) in all material respects with all Anti-Corruption Laws, Laws and Anti-Money Laundering Laws and (ii) in all respects and with applicable Sanctions.
(ivd) No proceeds of any Loans have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)5.08.
Appears in 1 contract
Samples: Credit Agreement (Genesis Energy Lp)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan Party, any Subsidiarysuch Originator, any of their respective directorsits Subsidiaries, officers, employees or, to the knowledge of the Borrowersuch Originator, any of their respective officers, directors, employees or Affiliates, or (ii) to the knowledge of the Borrowersuch Originator, any agent or representative of the Borrower such Originator or any Subsidiary that will act in any capacity in connection with or benefit from this Agreementthe Transaction Documents, (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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower such Originator and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower such Originator and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower such Originator and its Subsidiaries, and to the knowledge of such Originator, each director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower such Originator and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(ivd) No Purchase Price payments or proceeds of any Loans under this Agreement have been used, directly or indirectly, by the Borrowersuch Originator, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)5.11.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (StarTek, Inc.)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan Party, any Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the BorrowerBorrower or such Subsidiary, 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 this Agreementthe Credit 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) 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 LawsLaws that would reasonably be expected to result in a Material Adverse Effect, or (E) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower and its Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any employee, agent and Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(ivd) No proceeds of any Loans Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b8.16(c).
Appears in 1 contract
Samples: Credit Agreement (Lubys Inc)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (iA) the Parent, the Borrower, any other Loan Party, any Subsidiaryof their respective Subsidiaries, any of their respective directors, officers, employees or, to the knowledge of the BorrowerParent, the Borrower or such Subsidiary, any of their respective employees or Affiliates, or (iiB) to the knowledge of the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from this Agreementthe Loans, (A1) is a Sanctioned Person or currently the subject or target of any Sanctions, (B2) is controlled by or is acting on behalf of a Sanctioned Person, (C3) has its assets located in a Sanctioned Country, (D4) 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 (E5) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(ii) Each of the Parent, the Borrower and its their Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Parent, the Borrower and its their respective Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Parent, the Borrower and its their respective Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions.
(iv) No proceeds of any Loans Loan have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)7.8.
Appears in 1 contract
Samples: Credit Agreement (CubeSmart, L.P.)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (ia) the Borrower, any other Loan Party, any Subsidiary, Subsidiary or any of their respective directors, officers, employees or, to the knowledge of the Borrower, any or Affiliates, or (iib) 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 this Agreementthe credit facility established hereby, (Ai) 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, (Cii) has its assets located in a Sanctioned Country, (Diii) 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 (Eiv) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(ii) . Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) . Each of the Borrower and its Subsidiaries, each and to the knowledge of the Borrower, director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, all Anti-Money Laundering Laws in all respects material respects, and applicable Sanctions.
(iv) . No proceeds of any Loans Credit Extension have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)6.14.2.
Appears in 1 contract
Samples: Credit Agreement (Blueknight Energy Partners, L.P.)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the Parent, the General Partner, the Borrower, any other Loan Party, any Subsidiaryof their respective Subsidiaries, any of their respective directors, officers, employees or, to the knowledge of the BorrowerBorrower or such Subsidiary, 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 this Agreement, (A) is a Sanctioned Person or currently the express subject or express 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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(ii) Each of the Parent, the General Partner, the Borrower and its their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries such Person and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Parent, the General Partner, the Borrower and its their respective Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any employee, agent and Affiliate of the Parent, the General Partner, the Borrower and each such Subsidiarytheir respective Subsidiaries, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(iv) No proceeds of any Loans Loan have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b9.13.(c).
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the Parent, the General Partner, the Borrower, any other Loan Party, any Subsidiaryof their respective Subsidiaries, any of their respective directors, officers, employees or, to the knowledge of the BorrowerBorrower or such Subsidiary, 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 this Agreement, (A) is a Sanctioned Person or currently the express subject or express 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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(ii) Each of the Parent, the General Partner, the Borrower and its their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries such Person and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Parent, the General Partner, the Borrower and its their respective Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any employee, agent and Affiliate of the Parent, the General Partner, the Borrower and each such Subsidiarytheir respective Subsidiaries, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(iv) No proceeds of any Loans Loan have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b9.13.(c).
(k) The Credit Agreement is further amended by restating Section 6.1(y) thereof in its entirety as follows:
Appears in 1 contract
Samples: Term Loan Agreement (Federal Realty Investment Trust)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the BorrowerSeller, any other Loan PartySubsidiary of the Seller or, any Subsidiaryto the knowledge of the Seller, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any or Affiliates, or (ii) to the knowledge of the BorrowerSeller, any agent or representative of the Borrower Seller or any Subsidiary of the Seller that will act in any capacity in connection with or benefit from this Agreementthe Transaction Documents, (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, (DC) 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 (ED) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(ii) Each of the Borrower Seller and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower Seller and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower Seller and its Subsidiaries, and to the knowledge of the Seller, each director, officer, employee, agent and, to the knowledge and Affiliate of the Borrower, any Affiliate of Borrower Seller and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions.
(iv) No proceeds of any Loans Investment have been used, directly or indirectly, by the BorrowerSeller, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b8.01(w).
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan PartySubsidiary or, any to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any 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 this Agreementthe Loans, (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, (DC) 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 (ED) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower and its Subsidiaries, each and to the knowledge of the Borrower, director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions.
(ivd) No proceeds of any Loans Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b).8.11. ARTICLE VII
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrowersuch Originator, any other Loan PartySubsidiary or, any to the knowledge of such Originator or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any or Affiliates, or (ii) to the knowledge of the Borrowersuch Originator, any agent or representative of the Borrower such Originator or any Subsidiary that will act in any capacity in connection with or benefit from this Agreementthe Transaction Documents, (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) 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 (EC) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned PersonsPersons or (D) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws or Anti-Money Laundering Laws.
(iib) Each of the Borrower Originator and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure promote compliance by the Borrower such Originator and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower Originator and its Subsidiaries, and to the knowledge of such Originator, each director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower such Originator and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Laws and Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(ivd) No portion of the Purchase Price or any proceeds of any Loans thereof under this Agreement have been used, directly or indirectly, by the Borrowersuch Originator, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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 each case in violation of Section 9.11(b)any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan PartyCompany, any Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the a Responsible Officer of any Borrower, any Affiliates, of their respective employees of any Borrower or (ii) to the knowledge of the Borrower, any Subsidiary or any agent or representative of the any Borrower or any Subsidiary that will act in any capacity in connection with or benefit from this Agreementthe credit facilities provided herein is a Sanctioned Person.
(b) None of (i) the Company, any Subsidiary, any of their respective directors, officers, or, to the knowledge of a Responsible Officer of any Borrower, any of their respective employees, or (ii) to the knowledge of a Responsible Officer of any Borrower, any agent or representative of any Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facilities provided herein, (A) is a Sanctioned Person or currently has, in the past five (5) years, been 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) is under to administrative, civil or criminal investigation for an alleged violation ofinvestigation, or received notice from or made a any voluntary disclosure to any governmental entity entity, regarding a possible violation of, the 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 LawsSanctions, or (EB) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned PersonsPersons in violation of Sanctions.
(iic) Each of the Borrower Company and its Subsidiaries has implemented and maintains have in effect place policies and procedures reasonably designed to ensure promote compliance by the Borrower Company and its Subsidiaries and their respective directors, officers, employees, agents andand agents, to the knowledge when acting on behalf of the BorrowerCompany or such Subsidiary, any Affiliates with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and applicable SanctionsSanctions laws and regulations.
(iiid) Each of the Borrower The Company and its Subsidiaries, each director, officer, employee, agent and, and to the knowledge of each Responsible Officer of the BorrowerBorrowers, any employee, agent and Affiliate of Borrower the Company and each such Subsidiary, is in compliance with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions in all respects and applicable Sanctionsmaterial respects.
(ive) No proceeds of any Loans Loan have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents used in violation of Section 9.11(b)6.20.
Appears in 1 contract
Samples: Credit Agreement (Aptargroup Inc)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the Neither Borrower, any other Loan Party, nor any Subsidiary, nor any of their respective directors, officers, employees or, to the knowledge of the BorrowerBorrower or such Subsidiary, any of their respective employees or Affiliates, or (ii) to the knowledge of the Borrower, any no agent or representative of the Borrower or nor any Subsidiary that will act in any capacity in connection with or benefit from this Agreementthe Term 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, (C3) has its assets located in a Sanctioned Country, (DC) 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 (ED) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the The Borrower and each of its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its such Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the The Borrower and each of its Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any employee, agent and Affiliate of the Borrower and each any such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(ivd) No proceeds of any Loans Credit Extension have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b)6.15.
Appears in 1 contract
Samples: Credit Agreement (Pool Corp)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan PartySubsidiary of the Borrower or, any to the knowledge of Borrower or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any Affiliatesor affiliates, or (ii) to the knowledge of the Borrower, any agent or representative of the Borrower or any Subsidiary of the Borrower that will act in any capacity in connection with or benefit from the Interim Facility established under this Agreement, :
(Ai) 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, (Cii) has its assets located in a Sanctioned Country, ,
(D) 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 (Eiii) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned PersonsPersons or
(iv) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws or Anti-Money Laundering Laws.
(iib) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all the Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) . Each of the Borrower and its Subsidiaries, and to the knowledge of the Borrower, each director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower and each such Subsidiary, is in compliance with all the Anti-Corruption Laws, Laws and Anti-Money Laundering Laws in all material respects and all applicable Sanctions.
(ivc) No proceeds of any Loans Interim Loan have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) in furtherance of an offer, payment, promise to pay, or authorisation of the payment or giving of money, or anything else of value, to any Person in violation of Section 9.11(b)any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions applicable to any Party.
Appears in 1 contract
Samples: Interim Facilities Agreement (Quanex Building Products CORP)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. 107- 4159-4780-3173
(i) None of (ia) the Borrowers or, to any such Borrower, any other Loan Party, any Subsidiary’s knowledge, any of their respective its directors, officers, employees or, to the knowledge of the Borrower, any Affiliates, agents or (ii) to the knowledge of the Borrower, any agent or representative of the Borrower or any Subsidiary representatives that will act in any capacity in connection with or benefit from this Agreementthe credit facility, (A1) is or will be a Sanctioned Person Person, or currently or will in the future be the subject or target of any Sanctions, (B2) is or will be controlled by by, or is or will be acting on behalf of a Sanctioned Person, (C3) has or will have its assets located in a Sanctioned Country, (D4) is or will be 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 (E5) directly or indirectly derives or will derive revenues from investments in, or transactions with, Sanctioned Persons.
(ii) Each of the Borrower and its Subsidiaries Borrowers has implemented and maintains in effect policies and procedures designed to ensure compliance by the such Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower Borrowers and its Subsidiaries, each director, officer, employee, agent their Subsidiaries and, to the knowledge of the BorrowerBorrowers and their Subsidiaries, any Affiliate each director, officer employee and agent of Borrower the Borrowers and each such Subsidiary, is in compliance compliance, in all material respects, with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions.
(iv) No proceeds Loan, Letter of any Loans have Credit or other credit made hereunder has been used, directly or indirectly, by the BorrowerBorrowers, any other Loan Party or, to the knowledge of the Borrowers and such Loan Parties, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b5.01(f).
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) Partners, any Subsidiary (including the Borrower) or, any other Loan Party, any Subsidiaryto the knowledge of Partners or such Subsidiary (including the Borrower), any of their respective directors, officers, employees or, to the knowledge of the Borrower, any or controlled Affiliates, or (ii) to the knowledge of Partners or such Subsidiary (including the Borrower), any agent or representative of the Borrower Partners or any Subsidiary (including the Borrower) that will act in any capacity in connection with or benefit from this Agreementthe Credit Documents, (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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(iib) Each of the Borrower Partners and its Subsidiaries (including the Borrower) has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower Partners and its Subsidiaries (including the Borrower) and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and controlled Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iiic) Each of the Borrower Partners and its SubsidiariesSubsidiaries (including the Borrower), and, to the knowledge of Partners or such Subsidiary, each director, officer, employee, agent and, to the knowledge of the Borrower, any and controlled Affiliate of Borrower Partners and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions.
(ivd) No proceeds of any the Loans or other transactions contemplated by this Credit Agreement have been used, directly or indirectly, by the BorrowerPartners, any of its Subsidiaries (including the Borrower) or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b7.12(b).
Appears in 1 contract
Samples: Senior Secured Credit Facility (TransMontaigne Partners L.P.)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the Borrower, any other Loan Party, any Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the BorrowerBorrower or such Subsidiary, 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 this Agreement, (A) is a Sanctioned Person or currently the express subject or express 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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(ii) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower and its Subsidiaries, each director, officer, employee, agent and, and to the knowledge of the Borrower, any employee, agent and Affiliate of the Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(iv) No proceeds of any Loans Loan have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b9.13.(c).
Appears in 1 contract
Samples: Term Loan Agreement (Federal Realty Investment Trust)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (iA) the BorrowerPerformance Guarantor, any other Loan PartySubsidiary or, any to the knowledge of the Performance Guarantor or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any or Affiliates, or (iiB) to the knowledge of the BorrowerPerformance Guarantor, any agent or representative of the Borrower Performance Guarantor or any Subsidiary that will act in any capacity in connection with or benefit from this Agreementthe Transaction Documents, (AI) 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, (CII) has its assets located in a Sanctioned Country, (D) 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 (EIII) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned PersonsPersons or (IV) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws or Anti-Money Laundering Laws.
(ii) Each of the Borrower Performance Guarantor and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure promote compliance by the Borrower Performance Guarantor and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower Performance Guarantor and its Subsidiaries, and to the knowledge of the Performance Guarantor, each director, officer, employee, agent and, to the knowledge and Affiliate of the Borrower, any Affiliate of Borrower Performance Guarantor and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Laws and Anti-Money Laundering Laws in all material respects and applicable Sanctions.
(iv) No proceeds of any Loans Investment have been used, directly or indirectly, by the BorrowerPerformance Guarantor, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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 each case in violation of Section 9.11(b)any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the Borrower, any other Loan Party, any Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any Affiliates, or (ii) to the knowledge of the Borrower, any agent or representative of the The Borrower or any Subsidiary that will act in any capacity in connection with or benefit from this Agreement, (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) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(ii) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure reasonably promote compliance by the Borrower and its the Restricted Subsidiaries and their respective directors, officers, employees, employees and agents and, to the knowledge of the Borrower, any Affiliates (in each case acting in their capacities as such) with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of , and the Borrower and its Subsidiaries, each director, officer, employee, agent Restricted Subsidiaries and, to the knowledge of the Borrower, any Affiliate of Borrower their respective officers, directors and each such Subsidiary, is employees are in compliance with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions in all respects and applicable Sanctions.
(iv) No proceeds material respects. None of the Borrower or any Loans have been usedRestricted Subsidiary or, directly or indirectly, by to the knowledge of the Borrower, any of their respective directors, officers or employees is a Sanctioned Person. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower will not use, and will not permit its Subsidiaries or any of and its or their respective directors, officers, employees and agents to use, the proceeds of any Borrowing or any Letter of Credit (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 Section 9.11(b).any Anti-Corruption Laws or any Anti-Money Laundering 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, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in Canada, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Article IV Conditions
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Weyerhaeuser Co)
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (ia) None of (i) the Borrower, any other Loan PartySubsidiary or, any to the knowledge of Borrower or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any Affiliatesor 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 this Agreementthe credit facility established hereby, (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) 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 (EC) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
Persons or (iiD) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws or Anti-Money Laundering Laws. Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents andand Affiliates with the Anti-Corruption Laws and Anti-Money Laundering Laws. Each of Borrower and its Subsidiaries, and to the knowledge of the Borrower, any Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower and its Subsidiaries, each director, officer, employee, agent and, to the knowledge of the Borrower, any and Affiliate of Borrower and each such Subsidiary, is in compliance with all the Anti-Corruption Laws, Laws and Anti-Money Laundering Laws in all material respects and all applicable Sanctions.
(ivb) No proceeds of any Loans Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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 Section 9.11(b)any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the BorrowerSeller, any other Loan PartySubsidiary or, any to the knowledge of the Seller or such Subsidiary, any of their respective directors, officers, employees or, to the knowledge of the Borrower, any or Affiliates, or (ii) to the knowledge of the Borrower, any agent or representative of the Borrower Seller or any Subsidiary that will act in any capacity in connection with or benefit from this Agreementthe Transaction Documents, (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, (DC) 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 (ED) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.
(ii) Each of the Borrower Seller and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower Seller and its Subsidiaries and their respective directors, officers, employees, agents and, to the knowledge of the Borrower, any and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(iii) Each of the Borrower Seller and its Subsidiaries, each and to the knowledge of the Seller, director, officer, employee, agent and, to the knowledge and Affiliate of the Borrower, any Affiliate of Borrower Seller and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions.
(iv) No proceeds of any Loans Investment have been used, directly or indirectly, by the BorrowerSeller, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 9.11(b8.01(u).
Appears in 1 contract
