Anti-Money Laundering Laws; Sanctions. The Company shall not, nor shall it permit any Controlled Entity to:
(a) directly or indirectly, 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 law, regulation or other binding measure by the Organization for Economic Cooperation and Development’s Financial Action Task Force on Money Laundering (solely to the extent such Organization has jurisdiction over the Company or any Controlled Entity and such law, regulation or other measure is applicable to, and binding on, the Company or any Controlled Entity) or violate these laws or any other applicable Anti-Money Laundering Law or engage in these actions;
(b) directly or indirectly, use the proceeds of any Note, or lend, contribute or otherwise make available such proceeds to any Controlled Entity, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is subject to sanctions under U.S. Economic Sanctions Laws, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the Transactions, whether as Purchaser, holder of a Note or otherwise) of U.S. Economic Sanctions Laws; or
(c) (i) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person, (ii) directly or indirectly to have any investment in or engage in any dealing or transaction with any Person if such investment, dealing or transaction (x) would cause any holder or any affiliate of such holder to be in violation of any, or subject to sanctions under, any law or regulation applicable to such holder, or (y) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.
Anti-Money Laundering Laws; Sanctions. The Borrower shall not, nor shall it permit any Subsidiary to,
(a) directly or indirectly, 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 law, regulation or other binding measure by the Organisation for Economic Cooperation and Development’s Financial Action Task Force on Money Laundering (solely to the extent such Organisation has jurisdiction over the Borrower or any Subsidiary and such law, regulation or other measure is applicable to, and binding on, the Borrower or any Subsidiary) or violate these laws or any other applicable anti-money laundering law or engage in these actions.
(b) directly or indirectly, 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 individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions applicable to such entity if conducted by such entity incorporated in the United States or in a European Union member state, as applicable.
Anti-Money Laundering Laws; Sanctions. (a) Directly or indirectly, knowingly 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 law, regulation or other binding measure by the Organisation for Economic Cooperation and Development’s Financial Action Task Force on Money Laundering (solely to the extent such Organisation has jurisdiction over the Parent or any Subsidiary and such law, regulation or other measure is applicable to, and binding on, the Parent or any Subsidiary) or violate these laws or any other applicable anti-money laundering law.
(b) Directly or indirectly, knowingly 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 individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Bookrunner, Administrative Agent, L/C Issuer, or otherwise) of Sanctions.
Anti-Money Laundering Laws; Sanctions. The Borrower shall not, nor shall it permit any Subsidiary to,
(a) directly or indirectly, 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 law, regulation or other binding measure by the Organisation for Economic Cooperation and Development’s Financial Action Task Force on Money Laundering (solely to the extent such Organisation has jurisdiction over the Borrower or any Subsidiary and such law, regulation or other measure is applicable to, and binding on, the Borrower or any Subsidiary) or violate these laws or any other applicable anti-money laundering law or engage in these actions; or
(b) directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture 118 1" = "1" "US 170437103" "" US 170437103 partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer or otherwise) of Sanctions applicable to such entity if conducted by such entity incorporated in the United States or in a European Union member state, as applicable.
Anti-Money Laundering Laws; Sanctions. Neither it nor, to its knowledge, any of its Subsidiaries:
(a) is a Sanctioned Person,
(b) has any business affiliation or commercial dealings with, or investments in, any Sanctioned Country or Sanctioned Person or
(c) is the subject of any action or investigation under any Sanctions Laws or Anti-Money Laundering Laws.
Anti-Money Laundering Laws; Sanctions. (a) No Obligor will, directly or indirectly, use the proceeds of the Loans, 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 Sanctioned Person, or in any Sanctioned Country, or (ii) in any other manner that would result in the Obligor or a Finance Party being in violation of Sanctions Laws.
(b) Each Obligor will, and will cause each of its Subsidiaries to, use commercially reasonable efforts to ensure that no funds used to pay the obligations under the Finance Documents:
(i) constitute the property of, or are beneficially owned, directly or indirectly, by any Sanctioned Person,
(ii) are derived from any transactions or business with any Sanctioned Person or Sanctioned Country, or
(iii) are derived from any unlawful activity, including activity in violation of Anti-Money Laundering Laws.
Anti-Money Laundering Laws; Sanctions. The Borrower shall not, nor shall it permit any Subsidiary to,
Anti-Money Laundering Laws; Sanctions. During the three (3) years preceding the date of this Agreement, none of Vendor (in respect of the ENSTAR Assets), APC (in respect of the APC Assets) or any Conveyed Subsidiary Entity, nor any director, officer, employee thereof or, to the Knowledge of Vendor, any other Person acting for or on behalf of Vendor (in respect of the ENSTAR Assets), APC (in respect of the APC Assets) or any Conveyed Subsidiary Entity (or, upon completion of the Pre-Closing Reorganization, NewCo, New APC, New ENSTAR or any Conveyed Subsidiary Entity), has, directly or indirectly, in connection with the Business: (i) taken any action that would cause Vendor, APC or the Conveyed Subsidiary Entities (or, upon completion of the Pre-Closing Reorganization, NewCo, New APC, New ENSTAR or any Conveyed Subsidiary Entity) or the Business to be in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act or the rules and regulations promulgated thereunder or any other anti-bribery Law applicable to Vendor (in respect of the ENSTAR Assets), APC (in respect of the APC Assets), such Conveyed Subsidiary Entity (or, upon completion of the Pre-Closing Reorganization, NewCo, New APC, New ENSTAR or such Conveyed Subsidiary Entity) or the Business; or (ii) made any unlawful payment or given any other unlawful consideration, gift or entertainment to any foreign public official to improperly influence official action or secure an improper advantage or otherwise in violation of applicable Law.
Anti-Money Laundering Laws; Sanctions. The Borrower shall ensure that no part of the proceeds of the Loans are used, or made available to any Person, directly or indirectly (i) for the purpose of financing any activities or business of or with any Person that, at the time of such financing, is the subject or target of Sanctions; (ii) in any other manner that would constitute or give rise to a violation of Sanctions by any Person, including any Lender; (iii) 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 (iv) in any other manner in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws. Within 90 days following the Closing Date (or such longer period as the Administrative Agent may reasonably agree), the Borrower shall implement, and after such implementation shall maintain in effect and enforce, policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers and employees with Anti-Money Laundering Laws and Sanctions.
Anti-Money Laundering Laws; Sanctions. (a) If a Responsible Officer of a Loan Party receives notice that any Loan Party or any Affiliate thereof is subject to Sanctions or is indicted, arraigned or custodially detained on charges involving Sanctions or Anti-Money Laundering Law within five (5) Business Days after such receipt.
(b) If a Responsible Officer of a Loan Party or the Manager obtains knowledge that a Tenant is a Person whose name appears on a Government List, it shall promptly provide notice of such fact to the Administrative Agent within five (5) Business Days of acquiring knowledge thereof.
