Anti-Terrorism; Anti-Money Laundering; Etc. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance in all material respects by the Borrower, its Restricted Subsidiaries and their respective directors, officers, managers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Restricted Subsidiaries and, to Borrower’s knowledge, its and its Restricted Subsidiaries’ respective directors, officers, managers and employees, are in compliance with Anti-Corruption Laws in all material respects and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. No Loan Party nor any of its Restricted Subsidiaries or, to their knowledge, any of their Related Parties (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), (ii) is in violation of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto, (C) the Act or (D) any other laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”) or (iii) is a Sanctioned Person. No part of the proceeds of any Loan hereunder will be unlawfully used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation by any Person (including any Lender, Arranger or Administrative Agent) of any Anti-Terrorism Laws or Sanctions.
Appears in 2 contracts
Samples: Bridge Facility Agreement (Bellring Brands, Inc.), Bridge Facility Agreement (Post Holdings, Inc.)
Anti-Terrorism; Anti-Money Laundering; Etc. (a) The Parent Guarantor and the Borrower has have implemented and maintains maintain in effect policies and procedures reasonably designed to ensure compliance in all material respects by the Parent Guarantor, the Borrower, its Restricted the Subsidiaries and their respective directors, officers, managers and employees with Anti-Corruption Laws and applicable Sanctions, and the Parent Guarantor, the Borrower, its Restricted the Subsidiaries and, to each of the Parent Guarantor’s and the Borrower’s knowledge, its and its Restricted the Subsidiaries’ respective officers and directors, officers, managers and employees, are in compliance with Anti-Corruption Laws in all material respects and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. .
(b) No Loan Party nor any of its Restricted the Subsidiaries or, to their knowledge, any of their Related Parties (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), (ii) is in violation of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto, or (C) the Act or (D) any other applicable laws relating to terrorism financing or money laundering (collectively, the “Anti-Terrorism Money Laundering Laws”) ), in each case in any material respect or (iii) is a Sanctioned Person. .
(c) No part of the proceeds of any Loan or Letter of Credit hereunder will be unlawfully used directly or, to the knowledge of the Parent Guarantor or the Borrower, indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation by any Person that is a party to this Agreement (including any LenderLender or Arranger, Arranger the Administrative Agent or Administrative Agentany Issuing Bank) of any applicable Anti-Terrorism Laws Money Laundering Laws, Sanctions or SanctionsControlled Substances Laws.
Appears in 2 contracts
Samples: Credit Agreement (Waldencast PLC), Credit Agreement (Waldencast Acquisition Corp.)
Anti-Terrorism; Anti-Money Laundering; Etc. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance in all material respects by the Borrower, its Restricted Subsidiaries and their respective directors, officers, managers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Restricted Subsidiaries and, to the Borrower’s knowledge, its and its Restricted Subsidiaries’ respective officers and directors, officers, managers and employees, are in compliance with Anti-Corruption Laws in all material respects and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. No Loan Party nor any of its Restricted Subsidiaries or, to their knowledge, any of their Related Parties (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), (ii) is in violation in any material respect of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto, (C) the Act or (D) any other laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”) or (iii) is a Sanctioned Person. No part of the proceeds of any Loan or Letter of Credit hereunder will be unlawfully used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation in any material respect by any Person (including Loan Party or any LenderLender or Arranger, Arranger the Administrative Agent or Administrative Agent) any L/C Issuer of any Anti-Terrorism Laws or Sanctions.
Appears in 2 contracts
Samples: Credit Agreement (Turning Point Brands, Inc.), Credit Agreement (Turning Point Brands, Inc.)
Anti-Terrorism; Anti-Money Laundering; Etc. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance in all material respects by the Borrower, its Restricted Subsidiaries and their respective directors, officers, managers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Restricted Subsidiaries and, to the Borrower’s knowledge, its and its Restricted Subsidiaries’ respective officers and directors, officers, managers and employees, are in compliance with Anti-Corruption Laws in all material respects and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. No Loan Party nor any of its Restricted Subsidiaries or, to their knowledge, any of their Related Parties (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), (ii) is in violation in any material respect of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto, (C) the Act or (D) any other laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”) or (iii) is a Sanctioned Person. No part of the proceeds of any Loan or Letter of Credit hereunder will be unlawfully used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation in any material respect by any Person (including Loan Party or any LenderLender or Arranger, Arranger the Administrative Agent or Administrative Agent) any L/C Issuer or the Swing Line Lender of any Anti-Terrorism Laws or Sanctions.
Appears in 2 contracts
Samples: Credit Agreement (Post Holdings, Inc.), Credit Agreement (Post Holdings, Inc.)
Anti-Terrorism; Anti-Money Laundering; Etc. (a) The Parent Guarantor and the Borrower has have implemented and maintains maintain in effect policies and procedures reasonably designed to ensure compliance in all material respects by the Parent Guarantor, the Borrower, its Restricted the Subsidiaries and their respective directors, officers, managers and employees with Anti-Corruption Anti‑Corruption Laws and applicable Sanctions, and the Parent Guarantor, the Borrower, its Restricted the Subsidiaries and, to each of the Parent Guarantor’s and the Borrower’s knowledge, its and its Restricted the Subsidiaries’ respective officers and directors, officers, managers and employees, are in compliance with Anti-Corruption Anti‑Corruption Laws in all material respects and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. .
(b) No Loan Party nor any of its Restricted the Subsidiaries or, to their knowledge, any of their Related Parties (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), (ii) is in violation of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto, or (C) the Act or (D) any other applicable laws relating to terrorism financing or money laundering (collectively, the “Anti-Terrorism Money Laundering Laws”) ), in each case in any material respect or (iii) is a Sanctioned Person. .
(c) No part of the proceeds of any Loan or Letter of Credit hereunder will be unlawfully used directly or, to the knowledge of the Parent Guarantor or the Borrower, indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation by any Person that is a party to this Agreement (including any LenderLender or Arranger, Arranger the Administrative Agent or Administrative Agentany Issuing Bank) of any Anti-Terrorism Laws applicable Anti‑Money Laundering Laws, Sanctions or SanctionsControlled Substances Laws.
Appears in 1 contract
Samples: Credit Agreement (Waldencast PLC)
Anti-Terrorism; Anti-Money Laundering; Etc. (a) The Parent Guarantor and the Borrower has have implemented and maintains maintain in effect policies and procedures reasonably designed to ensure compliance in all material respects by the Parent Guarantor, the Borrower, its Restricted the Subsidiaries and their respective directors, officers, managers and employees with Anti-Corruption Laws and applicable Sanctions, and the Parent Guarantor, the Borrower, its Restricted the Subsidiaries and, to each of the Parent Guarantor’s and the Borrower’s knowledge, its and its Restricted the Subsidiaries’ respective officers and directors, officers, managers and employees, are in compliance with Anti-Corruption Laws in all material respects and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. .
(b) No Loan Party nor any of its Restricted the Subsidiaries or, to their knowledge, any of their Related Parties (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), (ii) is in violation of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto, or (C) the Act or (D) any other applicable laws relating to terrorism financing or money laundering (collectively, the “Anti-Terrorism Money Laundering Laws”) ), in each case in any material respect or (iii) is a Sanctioned Person. .
(c) No part of the proceeds of any Loan or Letter of Credit hereunder will be unlawfully used directly or, to the knowledge of the Parent Guarantor or the Borrower, indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation by any Person that is a party to this Agreement (including any LenderLender or Arranger, Arranger the Administrative Agent or Administrative Agentany Issuing Bank) of any applicable Anti-Terrorism Laws Money Laundering Laws, Sanctions or SanctionsControlled Substances Laws.
Appears in 1 contract
Samples: Credit Agreement (Waldencast PLC)