Anti-Terrorism and Corruption Laws. (i) It has conducted its businesses in compliance with Anti-Terrorism and Corruption Laws and has instituted and maintained policies and procedures reasonably required to achieve compliance with such Anti-Terrorism and Corruption Laws. (ii) It is not, and to its knowledge, none of its Affiliates or agents acting or benefiting in any capacity in connection with the credit granted under this Agreement is any of the following: (A) a Person that is listed in the annex to, or is otherwise the target of the provisions of, the Executive Order; (B) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise the target of the provisions of, the Executive Order; (C) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (D) a Blocked Person. (iii) To its knowledge, it does not and no agent acting on its behalf in any capacity in connection with the credit granted under this Agreement (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in Section 6.1(aa)(ii) above, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) 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 prohibitions set forth in any Anti- Terrorism and Corruption Law. (iv) Neither it, nor to its knowledge, any of its directors or officers, or any employees, agents or its Affiliates, is a Sanctioned Person. (v) Neither it, nor to its knowledge, any of its directors, officers, agents, employees, Affiliates or other person acting on behalf of them or any of their Subsidiaries are aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any applicable anti-bribery law, including but not limited to FCPA. Furthermore, it and, to its knowledge, its Affiliates have conducted their businesses in compliance with the FCPA and similar laws, rules or regulations and, if applicable, have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (vi) Neither it, nor to its knowledge, any of its directors, or officers, or any employees, agents, or Af...

Anti-Terrorism and Corruption Laws. It has conducted its business in compliance with Anti- Terrorism and Corruption Laws and has instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such Anti-Terrorism and Corruption Laws.

Anti-Terrorism and Corruption Laws. (a) Each Obligor acknowledges and agrees that: (i) the Agent and the Lenders are required to act in accordance with Anti-Terrorism and Corruption Laws, each of the Agent and the Lenders may take any action which it, in its sole and reasonable discretion, considers appropriate to take, to comply with Anti-Terrorism and Corruption Laws, and its internal policies relating to Anti-Terrorism and Corruption Laws, and such action may include but is not limited to (A) interception and/or investigation of any payment messages and other information or communications sent to or by the Obligors via the network and systems of the Agent and the Lenders, (B) investigation of any application for product or service, or drawdown or utilization of financing facility, by the Obligors, (C) making further enquiries as to whether a name which might refer to a sanctioned person or entity actually refers to that person or entity, (D) delaying, blocking or refusing any payment, provision of any product or service; or drawdown or utilization of any financing facility, and (E) giving any information about any transaction or activity to any person authorized under any Anti- Terrorism and Corruption Law or its internal policy relating to Anti-Terrorism and Corruption Laws to receive that information; (ii) third parties (including the government of the United States of America and other government authorities) may also take action under Anti-Terrorism and Corruption Laws, which may result in delays, blocking, seizure or confiscation of payments; (iii) the Agent and the Lenders will not be liable under this Agreement or any other Credit Document for loss (whether direct or consequential and including, without limitation, loss of profit or interest) or damage suffered by any party arising out of any delay or failure by any of the Agent or the Lenders in processing any payment messages, information or communications, performing any of its duties or other obligations in connection with any account, providing any product or service to any person, or effecting a drawdown or utilization of any financing facility, in each case caused in whole or in part by any steps which any of the Agent and the Lenders, in its sole and reasonable discretion, considers appropriate to take in accordance with Anti-Terrorism and Corruption Laws or its internal policies relating to Anti-Terrorism and Corruption Laws, or the exercise of any of the Agent’s and the Lenders’ rights under this Section, or any action ta...

Anti-Terrorism and Corruption Laws. (a) Each Obligor acknowledges and agrees that: Phoenix Capital Group Holdings, LLC NATDOCS\70362498\V-8 (I) the Agent and the Lenders are required to act in accordance with Anti-Terrorism and Corruption Laws, each of the Agent and the Lenders may take any action which it, in its sole and reasonable discretion, considers appropriate to take, to comply with Anti-Terrorism and Corruption Laws, and its internal policies relating to Anti-Terrorism and Corruption Laws, and such action may include but is not limited to (A) interception and/or investigation of any payment messages and other information or communications sent to or by the Obligors via the network and systems of the Agent and the Lenders, (B) investigation of any application for product or service, or drawdown or utilization of financing facility, by the Obligors, (C) making further enquiries as to whether a name which might refer to a sanctioned person or entity actually refers to that person or entity, (D) delaying, blocking or refusing any payment, provision of any product or service; or drawdown or utilization of any financing facility, and (E) giving any information about any transaction or activity to any person authorized under any Anti- Terrorism and Corruption Law or its internal policy relating to Anti-Terrorism and Corruption Laws to receive that information;

Anti-Terrorism and Corruption Laws. (i) Neither Seller, any Company, any Subsidiary thereof nor, to the knowledge of Seller, any of their Affiliates is in violation in any material respect of any Laws relating to sanctions, terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as amended, and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”). (ii) Neither Seller, any Company, any Subsidiary thereof nor, to the knowledge of Seller, any of their Affiliates is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those restricted persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of the U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies. (iii) Neither Seller, any Company, any Subsidiary thereof nor, to the knowledge of Seller, any of their Affiliates is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)). (iv) Neither Seller nor any Company nor, to the knowledge of Seller, any of their Affiliates has taken any action, directly or indirectly, that has resulted in or would result in a violation of any Anti-Corruption Laws, and the conduct of their respective businesses is in conformity with all Anti-Corruption Laws.

Anti-Terrorism and Corruption Laws. (a) Neither Buyer nor, to the knowledge of Buyer, any of its Affiliates, is in violation in any material respect of any Anti-Money Laundering and Anti-Terrorism Laws. (b) Neither Buyer nor, to the knowledge of Buyer, any of its Affiliates is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those restricted persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of the U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies. (c) Neither Buyer nor, to the knowledge of Buyer, any Person controlling or controlled by Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)). (d) Neither Buyer nor, to the knowledge of Buyer, any Person controlling or controlled by Buyer has taken any action, directly or indirectly, that has resulted in or would result in a violation of any Anti-Corruption Laws, and the conduct of their respective businesses is in conformity with all Anti-Corruption Laws.

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Anti-Corruption Laws Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000 and other similar anti-corruption legislation in other jurisdictions.
Anti-Corruption Laws; Sanctions Conduct its business in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.
Anti-Corruption Laws and Sanctions The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and 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 and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or 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 credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.
Anti-Bribery and Anti-Corruption Laws (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.
Sanctions; Anti-Corruption Laws The Borrower will maintain in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries, and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable anti-corruption laws.
Anti-corruption law (a) Neither the Company nor any of its directors, employees, agents or representatives (in each case, acting in their capacities as such) has, since the inception of the Company, directly or indirectly through its representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third party), (i) violated any Anti-Corruption Law or (ii) offered, given, promised to give or authorized the giving of money or anything of value, to any Government Official or to any other Person: (A) for the purpose of (I) corruptly or improperly influencing any act or decision of any Government Official in their official capacity, (II) inducing any Government Official to do or omit to do any act in violation of their lawful duties, (III) securing any improper advantage or (IV) inducing any Government Official to use his or her respective influence with a Governmental Entity to affect any act or decision of such Governmental Entity in order to, in each case of clauses (I) through (IV), assist the Company in obtaining or retaining business for or with, or directing business to, any Person or (B) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in, extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage. (i) The Company has maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties and Government Officials, in accordance with GAAP, (ii) there have been no false or fictitious entries made in the books and records of the Company relating to any unlawful offer, payment, promise to pay or authorization of the payment of any money, or unlawful offer, gift, promise to give, or authorization of the giving of anything of value, including any bribe, kickback or other illegal or improper payment and (iii) the Company has not established or maintained a secret or unrecorded fund or account. (c) Neither the Company nor any of its directors or employees (acting in their capacities as such) has been convicted of violating any Anti-Corruption Law or subjected to any investigation or proceeding by a Governmental Entity for potential corruption, fraud or violation of any Anti-Corruption Law.
Anti-Corruption The Recipient shall ensure that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines.
Sanctions and Anti-Corruption Laws The Borrower will not, and will not permit any Subsidiary to, request any Loan or Letter of Credit or, directly or indirectly, use the proceeds of any Loan or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (i) to fund any unlawful activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans or Letters of Credit, whether as an Arranger, the Administrative Agent, any Lender (including a Swingline Lender), the Issuing Bank, underwriter, advisor, investor or otherwise), or (iii) 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 applicable Anti-Corruption Laws.
Anticorruption (a) No Company Representative has in the past three years violated any Anticorruption Laws, nor has the Company, any Subsidiary of the Company nor any Company Representative offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any Government Official or to any Person under circumstances where the Company, any Subsidiary of the Company or the Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a Person: (1) for the purpose of: (i) influencing any act or decision of a Government Official in their official capacity; (ii) inducing a Government Official to do or omit to do any act in violation of their lawful duties; (iii) securing any improper advantage; (iv) inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or (v) assisting the Company, any Subsidiary of the Company, or any Company Representative in obtaining or retaining business for or with, or directing business to, the Company, a Subsidiary of the Company, or any Company Representative; (2) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. For the avoidance of doubt, any rebates or other incentives offered to business partners of the Company and paid to business partners by the Company when certain thresholds (such as, by way of example, total amounts of products purchased by such business partners in a given period) are achieved do not breach Anticorruption Laws, and all such payments have been properly recorded in the books and records, including the financial statements of the Company. (b) Neither the Company nor any Subsidiary of the Company has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Entity or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. None of the Company, any Subsidiary of the Company, or any Company Representative has received any notice, request, or citation for any actual or potential noncompliance with any of the foregoing. (c) No Officer or employee of the Company or any Subsidiary of the Company is a Government Official. (d) No Government Official or Governmental Entity presently owns a direct interest in the Company or any Subsidiary of the Company or has any legal or beneficial interest in the Company or any Subsidiary of the Company or to payments made to the Company by the Purchaser hereunder. (e) The Company and each Subsidiary of the Company have maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties, and Government Officials in accordance with generally accepted accounting principles of Japan. (f) The Company is not, and has not been, in conflict with or in violation or breach of or in default under (i) the Foreign Corrupt Practices Act, (ii) the UK Bribery Act or (iii) any internal policies or regulations relating thereto, and the Company has not received any Claims or notices alleging any such conflict, violation, breach or default. There are, and has been, no corruption issues relating to the Company, including facilitation payments, and, to the Knowledge of the Seller Group, no threats of the occurrence thereof. The Company does not conduct business in any of the following countries or areas: the Balkans, Belarus, Cote d’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, the Republic of the Sudan, the Republic of South Sudan, Syria or Zimbabwe. The Company is not conducting, and has not conducted, business with any individuals on the Specially Designated Nations List, and having conducted reasonably sufficient due diligence, has no reason to believe that it is or could unknowingly be conducting business with any such individuals. The Company does not, and has not supported any boycott not sanctioned by the U.S. government.
Anti-Corruption and Anti-Bribery Laws Neither the Company nor any of its subsidiaries nor any director, officer, or employee of the Company or any of its subsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made or taken any act in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the UK Xxxxxxx Xxx 0000, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

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