Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions. (i) Maintain, and cause each of its Subsidiaries to maintain, policies and procedures designed to promote compliance by each Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws and Anti-Money Laundering Laws.
(ii) Comply, and cause each of its Subsidiaries to comply, with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.
(iii) Neither Loan Party nor, to the best knowledge of any Loan Party, any director, officer, employee or any Person acting on behalf of any Loan Party will engage in any activity that would breach any Anti-Corruption Law.
(iv) Promptly notify the Administrative Agent of any action, suit or investigations by any court or Governmental Authority in relation to an alleged breach of the Anti-Corruption Law.
(v) Not directly or indirectly use, lend or contribute the proceeds of any Loan for any purpose that would breach any Anti-Corruption Law.
(vi) Each Loan Party and Affiliate, officer, employee or director, acting on behalf of the Loan Party is (and will take no action which would result in any such Person not being) in compliance with (A) all applicable OFAC rules and regulations, (B) all applicable United States of America, United Kingdom, United Nations, European Union, German, Canadian, Australian and all other reasonable internationally respected national autonomous sanctions, embargos and trade restrictions and (C) all applicable provisions of the USA Patriot Act. In addition, none of the activities or business of any Loan Party includes any kind of activities or business of or with any Person or in any country or territory that is subject to any Sanctions.
(vii) In order to comply with the “know your customer/borrower” requirements of the Anti-Money Laundering Laws, promptly provide to the Administrative Agent upon its reasonable request from time to time (A) information relating to individuals and entities affiliated with any Loan Party that maintain a business relationship with the Administrative Agent, and (B) such identifying information and documentation as may be available for such Loan Party in order to enable the Administrative Agent or any Lender to comply with Anti-Money Laundering Laws.
Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions. Conduct its businesses in compliance in all material respects with all Anti-Corruption Laws and, to the extent applicable, all Anti-Money Laundering Laws, and maintain policies and procedures reasonably designed to promote and achieve compliance with such Laws and Sanctions.
Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions. (i) Comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions, (ii) not engage in any activity that would breach in any material respect any Anti-Corruption Law, (iii) promptly notify Agent of any action, suit or investigations by any court or Governmental Authority in relation to an alleged breach of the Anti-Corruption Law, (iv) not directly or, to the knowledge of any Loan Party, indirectly use, lend or contribute the proceeds of the Term Loan for any purpose that would breach any Anti-Corruption Law and (v) in order to comply with the “know your customer/borrower” requirements of the Anti-Money Laundering Laws, promptly provide to Agent upon its reasonable request from time to time (A) to the extent known to such Loan Party, information relating to individuals and entities affiliated with any Loan Party that maintain a business relationship with Agent or Lenders, and (B) such identifying information and documentation as may be available for such Loan Party in order to enable Agent or any Lender to comply with Anti-Money Laundering Laws.
Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions. Neither the Loan Parties nor any of their Subsidiaries, nor any of their respective directors, officers, employees, representatives, or agents shall:
(i) directly or indirectly, deal in, or otherwise engage in any activity, transaction, or conduct with, relating to, for, or on behalf of, any Restricted Party;
(ii) contribute or otherwise make available all or any part of the Loan to, or for the benefit of, any person, individual or entity, director, officer, employee, representative, or agent, or any Person acting on behalf of the foregoing, for the purpose of financing the activities or business of, other transactions with, or investments in, any Restricted Party;
(iii) otherwise engage, or conspire to engage in any transaction that violates, attempts to violate or evade, or would cause any party to this Agreement to be in violation of, any Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions, or that could reasonably be expected to result in any party to this Agreement becoming a Restricted Party;
(iv) repay any portion of the Loan, or make any other payment to Lender or any other Person, using funds or property derived from any direct or indirect conduct, activity, or transactions with any Restricted Party or otherwise derived, directly or indirectly, from any violation of Sanctions, or permit any Restricted Party to have any direct or indirect interest in Borrower; or
(v) use any part of the proceeds of any Loan, directly or indirectly, in connection with any Improper Payment. The Loan Parties and their Subsidiaries shall at all times institute, maintain and comply with internal procedures and controls reasonably designed to ensure compliance with Anti-Corruption Laws, Anti-Money Laundering Laws, and Sanctions.
Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions. (a) Use the proceeds of any Credit Extension for any purpose which would violate any Anti-Corruption Laws.
(b) Engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated in any applicable law, regulation or other binding measure by the Organisation for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering or violate these laws or any other applicable anti-money laundering law or engage in these actions.
(c) Use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any Sanctioned Person or in any Designated Jurisdiction, or in any other manner that will result in a violation by the Borrower or its Subsidiaries, or any other Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, or otherwise, of Sanctions.
Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions. The Borrower shall promptly, and in any event within ten (10) Business Days after any Responsible Officer of the Borrower obtains knowledge thereof, notify the Lenders, in writing, in the event that it or any of the Subsidiaries or any of their respective directors, officers or employees becomes subject to any legal action, proceeding, litigation, claim or investigation by a Governmental Authority with regard to any actual or alleged violation of Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions.
Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions. The Borrower shall not, directly or indirectly: (i) use any part of the proceeds of the Loans or any Letter of Credit (A) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, or (B) in any manner that would constitute or give rise to a violation of any applicable Anti-Corruption Laws or Anti-Money-Laundering Laws; (ii) use any part of the proceeds of the Loans or any Letter of Credit, or lend, contribute or otherwise make available such proceeds or any such Letter of Credit to any Person, to fund or finance any business or activities of, with, in or involving any Sanctioned Person or Sanctioned Jurisdiction; or (iii) use any part of the proceeds of the Loans or any Letter of Credit in any other manner that would constitute or give rise to a violation of Sanctions by any Person, including any Lender.
Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions. (a) Each Credit Party has implemented, maintains and will continue to maintain policies, procedures and/or internal controls designed to promote and achieve compliance by such Credit Party and its Subsidiaries, and their respective directors, officers, employees and agents, with applicable Anti-Corruption Laws, applicable Anti-Money Laundering Laws and applicable Sanctions.
(b) Each Credit Party and each of its Subsidiaries and their respective directors, officers and, to the Knowledge of such Credit Party, employees, agents and Affiliates have been and will continue to be in material compliance with applicable Anti-Corruption Laws and in material compliance with applicable Anti-Money Laundering Laws.
(c) None of any Credit Party or any of its Subsidiaries or any of their respective directors, officers or, to the Knowledge of such Credit Party, employees, agents or Affiliates (i) is a Sanctioned Person or (ii) has engaged in or intends to engage in any dealings of, with or involving any Sanctioned Person or any Sanctioned Jurisdiction, in violation of applicable Sanctions.
(d) No Credit Party or any of its Subsidiaries or any of their respective directors, officers or, to the Knowledge of such Credit Party, employees, agents or Affiliates are or have been subject to any action, proceeding, litigation, claim or investigation with regard to any actual or alleged violation of Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions.
(e) No Credit Party will directly or indirectly use any proceeds of any of the Revolving Loans, or lend, contribute or otherwise make available such proceeds to any Person (i) (A) to fund or finance any activities of, with or involving any Sanctioned Person or any Sanctioned Jurisdiction or (B) in any other manner that would constitute or give rise to a violation of any Sanctions by any party hereto, including any Lender or (ii) in any manner that would constitute a violation of applicable Anti-Corruption Laws or applicable Anti-Money Laundering Laws.
Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions. (i) Implement and maintain, and cause each of its Subsidiaries to implement and maintain, policies and procedures designed to promote and achieve compliance by each Loan Party and its Subsidiaries, and the respective directors, officers, employees and agents, with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.
(ii) Comply, and cause each of its Subsidiaries to comply, with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.
(iii) [Reserved].
(iv) Promptly notify the Administrative Agent of any action, suit or investigations by any court or Governmental Authority in relation to an actual or alleged breach of Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions.
(v) [Reserved].
(vi) [Reserved].
(i) In order to comply with the “know your customer/borrower” requirements of the Anti-Money Laundering Laws, promptly provide to the Administrative Agent upon its reasonable request from time to time (A) information relating to individuals and entities affiliated with any Loan Party that maintain a business relationship with the Administrative Agent, and (B) such identifying information and documentation as may be available for such Loan Party in order to enable the Administrative Agent or any Lender to comply with Anti-Money Laundering Laws.
Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to provide reasonable assurance of compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective directors, officers and employees, and, to the knowledge of the Borrower, its and its Subsidiaries’ respective agents, are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions. None of (a) the Borrower, any Subsidiary or, any of their respective directors, officers or, to the knowledge of Borrower, employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Facilities established hereby, is a Sanctioned Person. No Borrowing or proceeds of any Loan will be used in a manner that violates any Anti-Corruption Law, Anti-Money Laundering Laws or applicable Sanctions.
