Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws. (a) The Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti- Corruption Laws, applicable Sanctions and Anti-Money Laundering Laws in all material respects. The Borrower has implemented and maintains in effect for itself and its Subsidiaries policies and procedures to ensure compliance by the Borrower, its Subsidiaries, and their respective officers, employees, directors, and agents with Anti-Corruption Laws and applicable Sanctions. None of the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees is a Sanctioned Person. No Loan or Letter of Credit, use of the proceeds of any Loan or Letter of Credit or other transactions contemplated hereby will violate Anti-Corruption Laws or applicable Sanctions. None of the Borrower, any of its Subsidiaries, or, to the knowledge of the Borrower or any such Subsidiary, any of their respective directors, officers, employees or agents of the Borrower or any of its Subsidiaries is an individual or entity that is, or is 50% or more owned (individually or in the aggregate, directly or indirectly) or controlled by individuals or entities (including any agency, political subdivision or instrumentality of any government) that are (i) the target of any Sanctions, including sanctioned governments or (ii) located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (at the time of this Agreement, Crimea Region of Ukraine, the Donetsk People’s Republic, the Luhansk People’s Republic, Cuba, Iran, North Korea and Syria). (b) Neither the making of the Loans nor the issuance of any Letter of Credit hereunder nor the use of the proceeds thereof nor any other transactions of the Loan Parties contemplated hereby will violate Anti-Money Laundering Laws (including the PATRIOT Act), Anti-Corruption Laws, applicable Sanctions, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto. The Borrower and its Subsidiaries are in compliance in all material respects with the PATRIOT Act.
Appears in 2 contracts
Samples: Credit Agreement (Otter Tail Corp), Credit Agreement (Otter Tail Corp)
Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws. (a) The BorrowerEach Loan Party, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its officers, employees, directors and agents, are in compliance with Anti- Anti-Corruption Laws, applicable Sanctions and Anti-Money Laundering Laws in all material respects. The Borrower has implemented and maintains in effect for itself and its Subsidiaries policies and procedures to ensure compliance by the BorrowerLaws, its Subsidiaries, and their respective officers, employees, directors, and agents with Anti-Corruption Laws and applicable Sanctions. None of the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees is a Sanctioned Person. No Loan or Letter of Credit, use of the proceeds of any Loan or Letter of Credit or other transactions contemplated hereby will violate Anti-Corruption Laws or applicable Sanctions. None of the Borrower, any of its Subsidiaries, or, to the knowledge of the Borrower or any such SubsidiaryParties, any of their respective directorsSubsidiaries or any director, officersofficer, employees employee, agent, or agents affiliate of the Borrower any Loan Party or any of its Subsidiaries is an individual or entity that is, or is 50% or more owned (individually or in the aggregate, directly or indirectly) or controlled by individuals by, a Sanctioned Person or entities (including any agency, political subdivision or instrumentality of any government) that are (i) the target of any Sanctions, including sanctioned governments or (ii) is located, organized or resident in a country or territory that is a Sanctioned Country. Each Loan Party and each of its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws, and Sanctions.
(b) The Borrowers will not, directly or indirectly, use the subject proceeds of comprehensive Sanctions any Loan or other transaction contemplated hereby or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of this Agreementfunding, Crimea Region is the subject of UkraineSanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person. Neither the Donetsk People’s Republicmaking of the Loans or other transactions contemplated hereby nor the use of the proceeds thereof will violate Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions. No part of the Luhansk People’s Republicproceeds of the Loans will be used, Cubadirectly or indirectly, Iranfor any payments to any governmental official or employee, North Korea and Syria)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, in violation of the Anti-Corruption Laws.
(bc) Borrowers have taken, and shall continue to take until the Loan is fully repaid, such measures as are required by law to assure that the funds used to repay the Loan are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated.
(d) To the best of Borrowers’ knowledge after making due inquiry, neither any Loan Party nor any Person providing funds to Borrowers: (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws; (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws.
(e) Neither the making of the Loans nor the issuance of any Letter of Credit hereunder nor the use of the proceeds thereof nor any other transactions of the Loan Parties contemplated hereby will violate Anti-Money Laundering Laws (including the any regulations passed under the USA PATRIOT Act or will violate the Trading with the Enemy Act), Anti-Corruption Laws, applicable Sanctionsthe International Emergency Economic Powers Act, or any of regulations passed thereunder, including the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute theretothereto (together with Sanctions, “Anti-Terrorism Laws”). The Borrower Each Loan Party and each of its Subsidiaries are in compliance in all material respects with the PATRIOT Actapplicable Anti-Terrorism Laws.
Appears in 1 contract
Samples: Credit Agreement (Arhaus, Inc.)
Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws. (a) The Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti- Corruption Laws, applicable Sanctions and Anti-Money Laundering Laws in all material respects. The Borrower has implemented and maintains in effect for itself and its Subsidiaries policies and procedures to ensure compliance by the Borrower, its Subsidiaries, and their respective officers, employees, directors, and agents with Anti-Corruption Laws and applicable Sanctions. None of the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees is a Sanctioned Person. No Loan or Letter of Credit, use of the proceeds of any Loan or Letter of Credit or other transactions contemplated hereby will violate Anti-Corruption Laws or applicable Sanctions. None of the Borrower, any of its Subsidiaries, or, to the knowledge of the Borrower or any such Subsidiary, any of their respective directors, officers, employees or agents of the Borrower or any of its Subsidiaries is an individual or entity that is, or is 50% or more owned (individually or in the aggregate, directly or indirectly) or controlled by individuals or entities (including any agency, political subdivision or instrumentality of any government) that are (i) the target of any Sanctions, including sanctioned governments or (ii) located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (at the time of this Agreement, Crimea Region of Ukraine, the Donetsk People’s Republic, the Luhansk People’s Republiccurrently Crimea, Cuba, Iran, North Korea and Syria).
(b) Neither the making of the Loans nor the issuance of any Letter of Credit hereunder nor the use of the proceeds thereof nor any other transactions of the Loan Parties contemplated hereby will violate Anti-Money Laundering Laws (including the PATRIOT Act), Anti-Corruption Laws, applicable Sanctions, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto. The Borrower and its Subsidiaries are in compliance in all material respects with the PATRIOT Act.
Appears in 1 contract
Samples: Credit Agreement (Otter Tail Corp)
Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws. (a) The Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its Borrower, the directors and agentsagents of the Borrower and its Subsidiaries, are in compliance with Anti- Anti-Corruption Laws, applicable Sanctions and Anti-Money Laundering Laws in all material respects. The Borrower has implemented and maintains in effect for itself and its Subsidiaries policies and procedures to ensure compliance by the Borrower, its Subsidiaries, and their respective officers, employees, directors, and agents with Anti-Corruption Laws and applicable Sanctions. None of the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees is a Sanctioned Person. No Loan or Letter of Credit, use of the proceeds of any Loan or Letter of Credit or other transactions contemplated hereby will violate Anti-Corruption Laws or applicable Sanctions. None of the Borrower, any of its Subsidiaries, or, to the knowledge of the Borrower or any such Subsidiary, any of their respective directors, officers, employees employees, agents or agents affiliates of the Borrower or any of its Subsidiaries is an individual or entity that is, or is 50% or more owned (individually or in the aggregate, directly or indirectly) or controlled by individuals or entities (including any agency, political subdivision or instrumentality of any government) that are (i) the target of any Sanctions, including sanctioned governments or (ii) located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (at the time of this Agreement, Crimea Region of UkraineCuba, Iran, North Korea, Syria, Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syriathe Kherson and Zaporizhzhia regions of Ukraine).
(b) Neither the making of the Loans nor the issuance of any Letter of Credit hereunder nor the use of the proceeds thereof nor any other transactions of the Loan Parties Borrower contemplated hereby will violate Anti-Money Laundering Laws (including the PATRIOT Act), Anti-Corruption Laws, applicable Sanctions, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto. The Borrower and its Subsidiaries are in compliance in all material respects with the PATRIOT Act.
Appears in 1 contract
Samples: Credit Agreement (Otter Tail Corp)
Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws. (a) The Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its Borrower, the directors and agentsagents of the Borrower and its Subsidiaries, are in compliance with Anti- Anti-Corruption Laws, applicable Sanctions and Anti-Money Laundering Laws in all material respects. The Borrower has implemented and maintains in effect for itself and its Subsidiaries policies and procedures to ensure compliance by the Borrower, its Subsidiaries, and their respective officers, employees, directors, and agents with Anti-Corruption Laws and applicable Sanctions. None of the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees is a Sanctioned Person. No Loan or Letter of Credit, use of the proceeds of any Loan or Letter of Credit or other transactions contemplated hereby will violate Anti-Corruption Laws or applicable Sanctions. None of the Borrower, any of its Subsidiaries, or, to the knowledge of the Borrower or any such Subsidiary, any of their respective directors, officers, employees employees, agents or agents affiliates of the Borrower or any of its Subsidiaries is an individual or entity that is, or is 50% or more owned (individually or in the aggregate, directly or indirectly) or controlled by individuals or entities (including any agency, political subdivision or instrumentality of any government) that are (i) the target of any Sanctions, including sanctioned governments or (ii) located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (at the time of this Agreement, Crimea Region of UkraineCuba, Iran, North Korea, Syria, Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syriathe Kherson and Zaporizhzhia regions of Ukraine).
(b) Neither the making of the Loans nor the issuance of any Letter of Credit hereunder nor the use of the proceeds thereof nor any other transactions of the Loan Parties contemplated hereby will violate Anti-Money Laundering Laws (including the PATRIOT Act), Anti-Corruption Laws, applicable Sanctions, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto. The Borrower and its Subsidiaries are in compliance in all material respects with the PATRIOT Act.
Appears in 1 contract
Samples: Credit Agreement (Otter Tail Corp)