Common use of Anti-Money Laundering and Economic Sanctions Laws Clause in Contracts

Anti-Money Laundering and Economic Sanctions Laws. (a) No Loan Party nor any of its Subsidiaries or its Affiliates and, to the knowledge of any Loan Party, none of the respective officers or directors of such Loan Party, Subsidiary or Affiliate has violated or is in violation of any applicable Anti-Money Laundering Laws. (b) No Loan Party nor any of its Subsidiaries nor any director or officer thereof, nor, any employee or, to the knowledge of any Loan Party or Subsidiary after appropriate due diligence, Affiliate of such Loan Party or Subsidiary (each, a “Specified Person”) is an individual or entity currently the subject of any Economic Sanctions Laws. (c) No Specified Person will use, directly or indirectly, any proceeds of the Loans or lend, contribute or otherwise make available, directly or indirectly, such proceeds to any Person for the purpose of financing the activities of or with any Person or in any country or territory that, at the time of such financing, is an Embargoed Person or otherwise subject to Economic Sanctions Laws. (d) Except to the extent conducted in accordance with applicable law, no Loan Party, nor any of its Subsidiaries and Affiliates and none of the respective officers or directors of such Loan Party, such Subsidiary or such Affiliate directly or indirectly (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any Economic Sanctions Laws or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the applicable prohibitions set forth in any Economic Sanctions Laws.

Appears in 2 contracts

Samples: Senior Secured Debtor in Possession Credit Agreement (Sunedison, Inc.), Senior Secured Debtor in Possession Credit Agreement (Sunedison, Inc.)

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Anti-Money Laundering and Economic Sanctions Laws. (a) No Except as could not reasonably be expected to have a Material Adverse Effect, no Loan Party nor any of its Subsidiaries or its Affiliates and, to the knowledge of any Loan Party, and none of the respective officers officers, directors or directors agents of such Loan Party, Subsidiary or Affiliate has violated or is in violation of any applicable Anti-Money Laundering Laws. (b) . No Loan Party nor any of its Subsidiaries or its Affiliates nor any director or officer thereofdirector, norofficer, any employee oremployee, to the knowledge of any Loan Party or Subsidiary after appropriate due diligenceagent, Affiliate or representative of such Loan Party or Subsidiary (each, a “Specified Person”) is an individual or entity currently the subject of any Economic Sanctions Lawssanctions administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is any Loan Party or any of its Subsidiaries or its Affiliates located, organized or resident in a country or territory that is the subject of Sanctions. (cb) No Specified Person will use, directly or indirectly, use any proceeds of the Loans or lend, contribute or otherwise make available, directly or indirectly, available such proceeds to any Person person for the purpose of financing the activities of or with any Person person or in any country or territory that, at the time of such financingfunding, is an Embargoed Person or otherwise subject to Economic Sanctions LawsPerson. (dc) Except to the extent conducted in accordance with applicable law, no Loan Party, Party nor any of its Subsidiaries and Affiliates and none of the respective officers officers, directors, brokers or directors agents of such Loan Party, such Subsidiary or such Affiliate directly acting or indirectly benefiting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any Economic Sanctions Laws or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the applicable prohibitions set forth in any Economic Sanctions Laws. (d) Except as otherwise disclosed in Schedule 3.18, to the Borrower’s knowledge, within the past five years, each of the Loan Parties and its Subsidiaries is in compliance in all material respects with and has not committed any material violation of applicable law or regulation, permit, order or other decision or requirement having the force or effect of law or regulation of any governmental entity concerning the importation of products, the exportation or re-exportation of products (including technology and services), the terms and conduct of international transactions and the making or receiving of international payments, including, as applicable, the Tariff Act of 1930, as amended, and other laws, regulations and programs administered or enforced by U.S. Customs and Border Protection and U.S. Immigration and Customs Enforcement, and their predecessor agencies, the Export Administration Act of 1979, as amended, the Export Administration Regulations, the International Emergency Economic Powers Act, as amended, the Trading With the Enemy Act, as amended, the Arms Export Control Act, as amended, the International Traffic in Arms Regulations, Executive Orders of the President regarding embargoes and restrictions on transactions with designated entities, the embargoes and restrictions administered by the U.S. Office of Foreign Assets Control, the anti-boycott laws administered by the U.S. Department of Commerce and the anti-boycott laws administered by the U.S. Department of the Treasury.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Claires Stores Inc), Term Loan Credit Agreement

Anti-Money Laundering and Economic Sanctions Laws. (a) No Except as would not reasonably be expected to have a Material Adverse Effect, no Loan Party nor any of its Subsidiaries or its Affiliates and, to the knowledge of any Loan Partythe Borrower, none of the respective officers or directors of such Loan Party, Subsidiary or Affiliate has violated or is in violation of any applicable Anti-Money Laundering Laws. (b) No Loan Party nor any of its Subsidiaries nor any director or officer thereof, nor, any employee or, to the knowledge of the Borrower, any Loan Party director, officer, employee or Subsidiary after appropriate due diligence, Affiliate of such Loan Party or Subsidiary (each, a “Specified Person”) is an individual or entity currently the subject of any Economic Sanctions Lawssanctions administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is any Loan Party or any of its Subsidiaries or its Affiliates located, organized or resident in a country or territory that is the subject of Sanctions. (c) No Specified Person will use, directly or indirectly, use any proceeds of the Loans or lend, contribute or otherwise make available, directly or indirectly, available such proceeds to any Person for the purpose of financing the activities of or with any Person or in any country or territory that, at the time of such financing, is an Embargoed Person the subject of Sanctions, except to the extent licensed by OFAC or otherwise subject to Economic Sanctions Lawsauthorized under U.S. law. (d) Except to the extent conducted in accordance with applicable law, no Each Loan Party, nor any of its Subsidiaries and Affiliates Affiliates, and none to the knowledge of the Borrower, the respective officers or and directors of such Loan Party, such Subsidiary or and such Affiliate directly or indirectly (i) conducts any business or engages Affiliates are in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deals in, or otherwise engages compliance in any transaction related to, any property or interests in property blocked pursuant to any Economic Sanctions Laws or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the applicable prohibitions set forth in any all material respects with Economic Sanctions Laws.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Delta Air Lines Inc /De/)

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Anti-Money Laundering and Economic Sanctions Laws. (a) No Loan Party nor any of its Subsidiaries or its Affiliates andTo the extent applicable, to the knowledge of any Loan Party, none each of the respective officers or directors of such Loan Party, Subsidiary or Affiliate has violated or Borrower and its Restricted Subsidiaries is in violation of compliance with (i) the USA PATRIOT Act in all material respects and (ii) any applicable Anti-Money Laundering LawsLaws or any applicable Sanctions Requirements of Law that in each case are binding on them, except in the case of this clause (ii) where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. To the knowledge of management of the Borrower, none of Borrower, its Restricted Subsidiaries and their respective officers or directors is an Embargoed Person. (b) No Loan Party nor any part of its Subsidiaries nor any director or officer thereofthe proceeds of the Loans will be used, nor, any employee directly or, to the knowledge of management of Borrower, indirectly, for any Loan Party payments to any governmental official or Subsidiary after appropriate due diligenceemployee, Affiliate political party, official of such Loan Party a political party, candidate for political office, or Subsidiary (eachanyone else acting in an official capacity, a “Specified Person”) is an individual in order to obtain, retain or entity currently direct business or obtain any improper advantage, in violation of the subject United States Foreign Corrupt Practices Act of any Economic Sanctions Laws1977, as amended. (c) No Specified Person None of the Borrower, any of its Restricted Subsidiaries or, to the knowledge of management of the Borrower, any of their respective officers and directors, will use, directly or indirectly, indirectly use any proceeds of the Loans or lend, contribute or otherwise make available, directly or indirectly, available such proceeds to any Person for the purpose of financing the activities of or with any Person or in any country or territory that, at the time of such financingfunding, is an Embargoed Person or otherwise subject to Economic Sanctions LawsPerson. (d) Except to the extent conducted in accordance with applicable law, no Loan Party, nor any of its Subsidiaries and Affiliates and none of the respective officers or directors of such Loan Party, such Subsidiary or such Affiliate directly or indirectly (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any Economic Sanctions Laws or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the applicable prohibitions set forth in any Economic Sanctions Laws.

Appears in 1 contract

Samples: Credit Agreement (Weight Watchers International Inc)

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