Anti-Terrorism Laws. No Credit Party or any Subsidiary is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar law.
Appears in 5 contracts
Samples: Credit Agreement (Verano Holdings Corp.), Credit Agreement (Verano Holdings Corp.), Credit Agreement (Verano Holdings Corp.)
Anti-Terrorism Laws. No Credit Party or (i) None of the Borrower, any Subsidiary of its Subsidiaries or, to the Borrower’s knowledge, any of its other Affiliates is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Patriot Act.
(ii) None of the Borrower, Subsidiary any of its Subsidiaries or, to the Borrower’s knowledge, any of its other Affiliates, or agent any of its brokers or other agents acting or benefiting in from the Facility is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(a1) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d4) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e5) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or list.
(fiii) a Canadian Blocked Person. No Credit Party or Subsidiary None of the Borrower, any of its Subsidiaries or, to the Credit Parties’ Borrower’s knowledge, any of its other Affiliates or any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans Facility (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iii3) 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 the any Anti-Terrorism LawsLaw. Notwithstanding the foregoing, the representations given in this Section 7.28 Borrower shall not be made by nor apply (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person that qualifies as a corporation that is registered Prohibited Person, (2) deal in, or incorporated under otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the laws of Canada Executive Order or any province thereof and other Anti-Terrorism Law, or (3) engage in or conspire to engage in any transaction that carries on business in whole evades or in part in Canada within avoids, or has the meaning purpose of Section 2 evading or avoiding, or attempts to violate, any of the Foreign Extraterritorial Measures prohibitions set forth in any Anti-Terrorism Law (United States) Orderand Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawconfirming Borrower’s compliance herewith).
Appears in 5 contracts
Samples: Credit Agreement (Retail Properties of America, Inc.), Credit Agreement (Retail Properties of America, Inc.), Term Loan Agreement (Retail Properties of America, Inc.)
Anti-Terrorism Laws. No Credit Party (i) None of the Parent, the Borrower, any of their respective Subsidiaries or, to the Borrower’s knowledge, any of the other Affiliates of the Parent or any Subsidiary the Borrower is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Patriot Act.
(ii) None of the Parent, Subsidiary the Borrower, any of their respective Subsidiaries or, to the Borrower’s knowledge, any of the other Affiliates of the Parent or agent the Borrower, or any of Parent’s or Borrower’s brokers or other agents acting or benefiting in from the Facility is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(a1) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d4) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e5) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or list.
(fiii) a Canadian Blocked Person. No Credit Party or Subsidiary None of the Parent, the Borrower, any of their respective Subsidiaries or, to the Credit Parties’ Borrower’s knowledge, any of the other Affiliates of the Parent or the Borrower, or any of Parent’s or Borrower’s brokers or other agents acting or benefiting in any capacity in connection with the Loans Facility (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iii3) 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 the any Anti-Terrorism LawsLaw. Notwithstanding the foregoingBorrower shall not, the representations given in this Section 7.28 and shall not be made by nor apply permit any other Loan Party to, (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person that qualifies as a corporation that is registered Prohibited Person, (2) deal in, or incorporated under otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the laws of Canada Executive Order or any province thereof and other Anti-Terrorism Law, or (3) engage in or conspire to engage in any transaction that carries on business in whole evades or in part in Canada within avoids, or has the meaning purpose of Section 2 evading or avoiding, or attempts to violate, any of the Foreign Extraterritorial Measures prohibitions set forth in any Anti-Terrorism Law (United States) Orderand Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawconfirming Borrower’s compliance herewith).
Appears in 4 contracts
Samples: Term Loan Agreement (Kite Realty Group, L.P.), Credit Agreement (Kite Realty Group, L.P.), Credit Agreement (Kite Realty Group, L.P.)
Anti-Terrorism Laws. No Credit Party (a) Neither of the Borrowers nor any of the Restricted Subsidiaries nor any director, officer, agent or employee of any of the Borrowers or any Restricted Subsidiary (in their capacities as such) is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation Law in any material respects.
(“Anti-Terrorism Laws”), including b) Neither of the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (Borrowers nor any of the “Executive Order”). No Credit Party, Restricted Subsidiaries nor any director or officer of any Borrower or any Restricted Subsidiary or agent acting or benefiting in any capacity in connection with the Loans Loans, the Letters of Credit, the Transactions or the other transactions hereunder, is any of the following (aeach a “Blocked Person”):
(i) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, Order No. 13224;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, Order No. 13224;
(ciii) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who that commits, threatens or conspires to commit or supports “terrorism” (as defined in the Executive Order, Order No. 13224); or
(eiv) a Person that is named as a “specially designated national and blocked personnational” on the most current list published by the United States Treasury Department Department’s Office of Foreign Asset Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list list.
(c) Neither of the Borrowers nor any of the Restricted Subsidiaries nor any director or officer of any Borrower or any Restricted Subsidiary (facting in their capacities as such) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Blocked Person described in the preceding sentence, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to Executive Order No. 13224.
(d) Neither of the Executive Order, 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, Borrowers nor any of the prohibitions set forth Subsidiaries nor any director or officer of any Borrower or any Subsidiary acting in any capacity in connection with the Loans, the Letters of Credit, the Transactions or the other transactions hereunder is a Sanctioned Person.
(e) The Administrative Borrower has implemented and maintains in effect policies and procedures with the intention to promote and achieve compliance by the Borrowers and the Subsidiaries and their respective directors, officers and employees (in their capacities as such) with Sanctions and Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given Laws in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawall material respects.
Appears in 4 contracts
Samples: Credit Agreement (Enviva Inc.), Credit Agreement (Enviva Inc.), Credit Agreement (Enviva Inc.)
Anti-Terrorism Laws. No Credit Party or (i) None of the Loan Parties nor any Subsidiary or Affiliate of any Loan Party is in violation of any Applicable Law Anti-Corruption Laws or any laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (A) the United States Treasury Department’s Office of Foreign Asset Control (“OFAC”) and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 and (B) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom (collectively, the “Sanctions”). No Credit Partypart of the proceeds of any Loan will be used, directly or indirectly by any Loan Party or, to its knowledge, its Affiliates for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or in any manner that would result in the violation of any Anti-Corruption Laws or Sanctions applicable to any party hereto.
(ii) None of the Loan Parties nor any Subsidiary or agent Affiliate of any Loan Party or other agents acting or benefiting in any capacity in connection with transactions contemplated by this Agreement and the Loans is other Transaction Documents, are any of the following:
(aA) a Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions ofprohibitions contained in, the Executive Order, Order or the OFAC regulations;
(bB) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions ofprohibitions contained in, the Executive OrderOrder or the OFAC regulations;
(C) to its knowledge, (c) a Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(dD) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, Order or the OFAC regulations; or
(eE) a Person or entity that is named as a “specially designated national and blocked person” on the most current list of “Specially Designated Nationals and Blocked Persons” published by the United States Treasury Department Office of Foreign Asset Control OFAC at its official website or any replacement website or other replacement official publication of such list list.
(iii) None of the Loan Parties nor any Subsidiary or (f) a Canadian Blocked Person. No Credit Affiliate of any Loan Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or benefiting in any capacity in connection with transactions contemplated by this Agreement and the Loans other Transaction Documents (iA) 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 the preceding sentenceclause (b) above, (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive OrderOrder or the OFAC regulations, or (iiiC) engages in or conspires conspire 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 the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 3 contracts
Samples: Eighth Amended and Restated Credit and Security Agreement (WestRock Co), Credit and Security Agreement (WestRock Co), Credit and Security Agreement (WestRock Co)
Anti-Terrorism Laws. No Credit Party or any Subsidiary (a) Neither Borrower nor an Affiliate of Borrower is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(b) Neither Borrower nor any Affiliate of Borrower, or to its knowledge, its respective agents acting or benefiting in any capacity in connection with the foregoingRevolving Credit Loans or other transactions hereunder, is any of the following (each a “Blocked Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the representations given in this Section 7.28 shall not be made by nor apply to Executive Order; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a Person with which the Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; (v) a Person that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list; or (vi) a Person who is affiliated or associated with a person or entity listed above.
(c) Neither Borrower, or to the knowledge of Borrower, any of its agents acting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Revolving Credit Loans or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order.
Appears in 3 contracts
Samples: Rloc Credit Agreement (Healthier Choices Management Corp.), Rloc Credit Agreement (Healthier Choices Management Corp.), Rloc Credit Agreement (Healthier Choices Management Corp.)
Anti-Terrorism Laws. No Credit Party (i) None of the Borrower or any Subsidiary of its Affiliates is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(ii) None of the Borrower or agent any of its Affiliates, or any of its brokers or other agents acting or benefiting in from the Loan is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(a1) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d4) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e5) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list list.
(iii) None of the Borrower or (f) a Canadian Blocked Person. No Credit Party any of its Affiliates or Subsidiary or, to the Credit Parties’ knowledge, any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw. Borrower shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 Law (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Borrower retains its status as a publicly held company, the representations given made in this Section 7.28 shall not be made by nor apply 5.28 are limited to the Borrower’s knowledge with respect to Affiliates who are Affiliates due to ownership due to 10% or more of any Person that qualifies as a corporation that is registered or incorporated under the laws class of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawvoting securities.
Appears in 3 contracts
Samples: Term Loan Agreement (Inland Real Estate Corp), Term Loan Agreement (Inland Real Estate Corp), Credit Agreement (Inland Real Estate Corp)
Anti-Terrorism Laws. (a) No Credit Loan Party, any Subsidiary of any Loan Party, any Affiliate of any Loan Party or any Subsidiary is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other their agents acting or benefiting in any capacity in connection with the Loans (i) conducts Advances, the Letters of Credit, or other transactions hereunder is in violation in any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit material respect of any Person described in the preceding sentence, (ii) deals in, Anti-Terrorism Law or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(b) No Loan Party, any Subsidiary of any Loan Party, any Affiliate of any Loan Party or any of their agents acting or benefiting in any capacity in connection with the foregoingAdvances, the representations given Letters of Credit, or other transactions hereunder, is any of the following (each a “Blocked Person”):
(i) a Person that is listed in this Section 7.28 shall not be made by nor apply the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;
(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;
(iii) a Person with which any Lender or the Issuer is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;
(v) a Person that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list, or
(vi) a Person who is affiliated or associated with a Person listed above. No Loan Party, any Subsidiary of any Loan Party, any Affiliate of any Loan Party or any of their agents acting or benefiting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Advances, the Letters of Credit, or other transactions hereunder: (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.
Appears in 3 contracts
Samples: Credit and Security Agreement (Stoneridge Inc), Credit and Security Agreement (Stoneridge Inc), Credit and Security Agreement (Stoneridge Inc)
Anti-Terrorism Laws. No Credit Party (a) None of Holdings, any of its Subsidiaries or any Subsidiary of their respective Affiliates is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) None of Holdings, its Subsidiaries or agent any of their respective Affiliates or their respective brokers or other agents acting or benefiting in any capacity in connection with the Loans is any of the following:
(ai) a Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list list. None of Holdings or (f) a Canadian Blocked Person. No Credit Party or Subsidiary any of its Subsidiaries or, to the Credit Parties’ knowledgeknowledge of Holdings, any of their respective brokers or other agents acting or 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 Person described in the preceding sentenceclause (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 3 contracts
Samples: Credit Agreement (Atlantic Broadband Finance, LLC), Credit Agreement (Atlantic Broadband Management, LLC), Credit Agreement (Atlantic Broadband Finance, LLC)
Anti-Terrorism Laws. No Credit Party (i) None of the Borrower or any Subsidiary of its Affiliates is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(ii) None of the Borrower or agent any of its Affiliates, or any of its brokers or other agents acting or benefiting in from the Loan is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(a1) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d4) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e5) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list list.
(iii) None of the Borrower or (f) a Canadian Blocked Person. No Credit Party any of its Affiliates or Subsidiary or, to the Credit Parties’ knowledge, any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw. The Borrower shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 Law (and the Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming the Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Glimcher Realty Trust retains its status as a publicly held company, the representations given made in this Section 7.28 shall not be made by nor apply 5.23 are limited to the Borrower’s knowledge with respect to Affiliates that are Affiliates due to ownership of 10% or more of any Person that qualifies as a corporation that is registered or incorporated under the laws class of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawvoting securities.
Appears in 3 contracts
Samples: Credit Agreement (Glimcher Realty Trust), Credit Agreement (Glimcher Realty Trust), Credit Agreement (Glimcher Realty Trust)
Anti-Terrorism Laws. No Credit Party (1) None of the Company, any of its Subsidiaries or any Subsidiary of their respective Affiliates is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(2) None of the Company, its Subsidiaries or agent any of their respective Affiliates or their respective brokers or other agents acting or benefiting in any capacity in connection with the Loans sale of the Securities is any of the following:
(ai) a Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person or entity with whom which any Lender Holder is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list list.
(3) None of the Company or (f) a Canadian Blocked Person. No Credit Party or Subsidiary any of its Subsidiaries or, to the Credit Parties’ knowledgeknowledge of the Company, any of their respective brokers or other agents acting or benefiting in any capacity in connection with the Loans Securities (i) 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 the preceding sentenceclause (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(4) Neither the foregoingsale of the Securities by the Company hereunder nor its use of the proceeds thereof will violate any Anti-Terrorism Law or the Trading with the Enemy Act, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada amended, or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures foreign assets control regulations of the United States Treasury Department (United States) Order31 CFR, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar Subtitle B, Chapter V, as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canadaamended) or any similar lawenabling legislation or executive order relating thereto.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Language Line Services Holdings, Inc.), Securities Purchase Agreement (LL Services Inc.), Securities Purchase Agreement (Language Line Holdings, Inc.)
Anti-Terrorism Laws. No Credit Party (i) None of the Parent, the Borrower, any of itstheir respective Subsidiaries or, to the Borrower’s knowledge, any of itsthe other Affiliates of the Parent or any Subsidiary the Borrower is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Patriot Act.
(ii) None of the Parent, Subsidiary the Borrower, any of itstheir respective Subsidiaries or, to the Borrower’s knowledge, any of itsthe other Affiliates of the Parent or agent the Borrower, or any of itsParent’s or Borrower’s brokers or other agents acting or benefiting in from the Facility is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(a1) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d4) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e5) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or list.
(fiii) a Canadian Blocked Person. No Credit Party or Subsidiary None of the Parent, the Borrower, any of itstheir respective Subsidiaries or, to the Credit Parties’ Borrower’s knowledge, any of itsthe other Affiliates of the Parent or the Borrower, or any of itsParent’s or Borrower’s brokers or other agents acting or benefiting in any capacity in connection with the Loans Facility (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iii3) 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 the any Anti-Terrorism LawsLaw. Notwithstanding the foregoingBorrower shall not, the representations given in this Section 7.28 and shall not be made by nor apply permit any other Loan Party to, (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person that qualifies as a corporation that is registered Prohibited Person, (2) deal in, or incorporated under otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the laws of Canada Executive Order or any province thereof and other Anti-Terrorism Law, or (3) engage in or conspire to engage in any transaction that carries on business in whole evades or in part in Canada within avoids, or has the meaning purpose of Section 2 evading or avoiding, or attempts to violate, any of the Foreign Extraterritorial Measures prohibitions set forth in any Anti-Terrorism Law (United States) Orderand Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawconfirming Borrower’s compliance herewith).
Appears in 3 contracts
Samples: Term Loan Agreement (Kite Realty Group, L.P.), Term Loan Agreement (Kite Realty Group, L.P.), Credit Agreement (Kite Realty Group, L.P.)
Anti-Terrorism Laws. No Credit Party or any Subsidiary (i) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries is in violation of any Applicable Law Sanctions Laws and Regulations or any other laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or agent any of their respective directors, officers, brokers or other agents acting with respect to or benefiting in from this Agreement is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(a1) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d4) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e5) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or list.
(fiii) a Canadian Blocked Person. No Credit Party or Subsidiary orNone of Parent Guarantor, to the Credit Parties’ knowledge, other agents acting or benefiting in any capacity in connection with the Loans Borrower and Borrower’s Subsidiaries (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw. Notwithstanding None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the foregoingbenefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 Law (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith). Borrower shall not request any Loan or Facility Letter of Credit, and Borrower shall not use, and Borrower shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the representations given proceeds of any Loan or Facility Letter of Credit (i) in this Section 7.28 shall not be made by nor apply 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 any Anti-Corruption Laws or (ii) in any manner that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a the violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar law.applicable Sanctions Laws and Regulations
Appears in 3 contracts
Samples: Senior Credit Agreement (Terreno Realty Corp), Senior Credit Agreement (Terreno Realty Corp), Senior Credit Agreement (Terreno Realty Corp)
Anti-Terrorism Laws. No Credit (a) To the knowledge of the Loan Parties, no Loan Party or any Subsidiary of its Affiliates is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“"Anti-Terrorism Laws”"), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “"Executive Order”"). No Credit Party, Subsidiary and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) To the knowledge of the Loan Parties, no Loan Party or agent any of its Affiliates or their respective brokers or other agents acting or benefiting in any capacity in connection with the Loans is any of the following:
(ai) a Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who or entity that commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order, ; or
(ev) a Person or entity that is named as a “"specially designated national and blocked person” " on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control ("OFAC") at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit To the knowledge of the Loan Parties, no Loan Party or Subsidiary or, to the Credit Parties’ knowledge, any of its brokers or other agents acting or 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 Person described in the preceding sentenceclause (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 3 contracts
Samples: Credit Agreement (Seminis Inc), Credit Agreement (Seminis Inc), Credit Agreement (Seminis Inc)
Anti-Terrorism Laws. No Credit Party (a) None of Holdings, any of its Subsidiaries or any Subsidiary of their respective Affiliates is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) None of Holdings, its Subsidiaries or agent any of their respective Affiliates or their respective brokers or other agents acting or benefiting in any capacity in connection with the Loans is any of the following:
(ai) a Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list list. None of Holdings or (f) a Canadian Blocked Person. No Credit Party or Subsidiary any of its Subsidiaries or, to the Credit Parties’ knowledgeknowledge of Holdings, any of their respective brokers or other agents acting or 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 Person described in the preceding sentenceclause (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 3 contracts
Samples: Credit Agreement (Language Line Holdings, Inc.), Credit Agreement (Language Line, Inc.), Credit Agreement (Language Line Costa Rica, LLC)
Anti-Terrorism Laws. No Credit Party or (i) The Borrower, and to the Knowledge of the Borrower, its Affiliates and Subsidiaries are in compliance with any Subsidiary is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Anti- Terrorism Laws”), including the Patriot Act regulations administered by the United States Treasury Department’s Office of Foreign Asset Control (“OFAC”) and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party.
(ii) Neither the Borrower or, Subsidiary to the Knowledge of the Borrower, any of its Affiliates, Subsidiaries or agent their respective brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan, is any of the following: (aA) a Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions ofprohibitions contained in, the Executive Order, Order or the OFAC regulations; (bB) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions ofprohibitions contained in, the Executive Order, Order or the OFAC regulations; (cC) a Person or entity with whom any which the Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ; (dD) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, Order or the OFAC regulations; or (eE) a Person or entity that is named as a “specially designated national and blocked person” on the most current list of “Specially Designated Nationals and Blocked Persons” published by the United States Treasury Department Office of Foreign Asset Control OFAC at its official website or any replacement website or other replacement official publication of such list or list.
(fiii) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither the Borrower, to the Credit Parties’ knowledgeKnowledge of the Borrower, any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan (iA) 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 the preceding sentenceclause (ii) above, (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive OrderOrder or the OFAC regulations, or (iiiC) 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 the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 3 contracts
Samples: Loan Facility Agreement (Navios South American Logistics Inc.), Loan Facility Agreement (Navios South American Logistics Inc.), Loan Facility Agreement (Navios South American Logistics Inc.)
Anti-Terrorism Laws. No Credit Party (a) None of the Parent Guarantors, the Borrower Agent or any Subsidiary of their Subsidiaries is in violation of any Applicable Law legal requirement relating to any laws with respect to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, Terrorist Financing effective September 24, 2001 (the “Executive Order”)) and the Patriot Act. No Credit PartyNone of the Parent Guarantors, Subsidiary the Borrower Agent nor any of their Subsidiaries and, to the knowledge of the Borrower Agent, no Agent of the Parent Guarantors, the Borrower Agent or agent any of their Subsidiaries acting on behalf of the Parent Guarantors, the Borrower Agent or benefiting in any capacity in connection with of their Subsidiaries, as the Loans case may be, is any of the following:
(ai) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Department of the Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list (“SDN”).
(b) None of the Parent Guarantors, the Borrower Agent or (f) a Canadian Blocked Person. No Credit Party or Subsidiary orany of their Subsidiaries and, to the Credit Parties’ knowledgeknowledge of the Borrower Agent, other agents no agent of the Parent Guarantors, the Borrower Agent or any of their Subsidiaries acting on behalf of the Parent Guarantors, the Borrower Agent or benefiting in any capacity in connection with of their Subsidiaries, as the Loans case may be, (i) other than in respect of Sanctions-compliant business with SDNs under US country-sanctions (non-terrorism) programs that permit such business, conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any a Person described in the preceding sentenceSection 8.23(a), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iiiii) 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 the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 3 contracts
Samples: Abl Credit Agreement (Pyxus International, Inc.), Abl Credit Agreement (Pyxus International, Inc.), Abl Credit Agreement (Pyxus International, Inc.)
Anti-Terrorism Laws. (a) No Credit Party or Loan Party, or, to the knowledge of any Subsidiary Loan Party, any of its Subsidiaries, is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw.
(b) None of the Loan Parties, nor, to the knowledge of the Loan Parties, any Subsidiaries of any Loan Party or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a “Blocked Person”):
(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. Notwithstanding the foregoing13224;
(ii) a Person owned or controlled by, the representations given in this Section 7.28 shall not be made by nor apply to or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;
(iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;
(v) a Person that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the United States Treasury Department’s Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list; or
(vi) a Person who is affiliated or associated with a person listed above.
(c) No Loan Party, or to the knowledge of any Loan Party, any of its agents acting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Loans, Letters of Credit or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.
Appears in 3 contracts
Samples: Credit Agreement (Microsemi Corp), Credit Agreement (Microsemi Corp), Credit Agreement (Microsemi Corp)
Anti-Terrorism Laws. No Credit Party or any Subsidiary The Borrower is not and, to the knowledge of the Borrower, none of its Affiliates is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107 56. No Credit PartyThe Borrower is not and, Subsidiary to the knowledge of the Borrower, none of its Affiliates or agent their respective brokers or other agents acting or benefiting in any capacity in connection with the Loans is any of the following:
(a) a Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c) a Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of or such list or (f) a Canadian Blocked Personlist. No Credit Party or Subsidiary orThe Borrower is not and, to the Credit Parties’ knowledgeknowledge of the Borrower, none of its brokers or other agents acting or 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 Person described in the preceding sentenceclause (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 3 contracts
Samples: Credit Agreement (Wyndham Worldwide Corp), Credit Agreement (Wyndham Worldwide Corp), Credit Agreement (Wyndham Worldwide Corp)
Anti-Terrorism Laws. No Credit Party or (a) None of the Loan Parties or, to the knowledge of any Subsidiary of the Borrower, any of their Affiliates is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). , and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107 56.
(b) No Credit PartyLoan Party or, Subsidiary to the knowledge of the Borrower, their respective brokers or agent other agents acting or benefiting in any capacity in connection with the Loans is any of the following:
(ai) a Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of or such list or list.
(fc) a Canadian Blocked Person. No Credit Loan Party or Subsidiary or, to the Credit Parties’ knowledgeknowledge of the Borrower, any of its brokers or other agents acting or 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 Person described in the preceding sentenceclause (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 2 contracts
Samples: Credit Agreement (Emerald Oil, Inc.), Credit Agreement (Emerald Oil, Inc.)
Anti-Terrorism Laws. No Credit Party (a) Neither the Borrower nor any of the Restricted Subsidiaries nor any director, officer, agent or employee of the Borrower or any Restricted Subsidiary (in their capacities as such) is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation Law in any material respects.
(“Anti-Terrorism Laws”), including b) Neither the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (Borrower nor any of the “Executive Order”). No Credit Party, Restricted Subsidiaries nor any director or officer of the Borrower or any Restricted Subsidiary or agent acting or benefiting in any capacity in connection with the Loans Loans, the Letters of Credit, the Transactions or the other transactions hereunder, is any of the following (aeach a “Blocked Person”):
(i) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, Order No. 13224;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, Order No. 13224;
(ciii) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who that commits, threatens or conspires to commit or supports “terrorism” (as defined in the Executive Order, Order No. 13224); or
(eiv) a Person that is named as a “specially designated national and blocked personnational” on the most current list published by the United States Treasury Department Department’s Office of Foreign Asset Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list list.
(c) Neither the Borrower nor any of the Restricted Subsidiaries nor any director or officer of the Borrower or any Restricted Subsidiary (facting in their capacities as such) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Blocked Person described in the preceding sentence, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to Executive Order No. 13224.
(d) Neither the Executive Order, 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, Borrower nor any of the prohibitions set forth Subsidiaries nor any director or officer of the Borrower or any Subsidiary acting in any capacity in connection with the Loans, the Letters of Credit, the Transactions or the other transactions hereunder is a Sanctioned Person.
(e) The Borrower has implemented and maintains in effect policies and procedures with the intention to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers and employees (in their capacities as such) with Sanctions and Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given Laws in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawall material respects.
Appears in 2 contracts
Samples: Credit Agreement (Enviva Partners, LP), Credit Agreement (Enviva Partners, LP)
Anti-Terrorism Laws. No Credit Party or (a) None of the Company nor any Subsidiary is of its Subsidiaries and, to the Knowledge of the Company, none of their respective Affiliates are in violation of any Applicable applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary or agent and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) None of the Company and its Subsidiaries and, to the Knowledge of the Company, none of their respective Affiliates, brokers and other agents acting or benefiting in any capacity in connection with the Loans Investment is any of the following:
(ai) a Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person person owned or controlled by, or acting for or on behalf of, any Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(eiv) a Person person that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list or list.
(fv) a Canadian Blocked Person. No Credit Party or Subsidiary orNone of the Company and its Subsidiaries and, to the Credit Parties’ knowledgeKnowledge of the Company, none of their respective Affiliates, brokers and other agents acting or benefiting in any capacity in connection with the Loans Investment (i) conducts any business or engages in making or receiving any material contribution of funds, goods or services to or for the benefit of any Person person described in the preceding sentenceparagraph (b) above, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar law.Law;
Appears in 2 contracts
Samples: Investment Agreement (Savitr Capital, LLC), Investment Agreement (Molecular Insight Pharmaceuticals, Inc.)
Anti-Terrorism Laws. No Credit Party (a) None of the Loan Parties or any Subsidiary of their respective officers or directors or, to the knowledge of any of the Loan Parties, any of their respective Affiliates is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit , and the USA PATRIOT Act, Public Law 107 56.
(b) The Loan Parties, their respective officers and directors and, to the knowledge of any Loan Party, Subsidiary their respective brokers or agent other agents acting in any capacity in connection with the Loans have conducted their business in compliance in all material respects with Anti-Corruption Laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws;
(c) No Loan Party, any of their respective officers or directors or, to the knowledge of any of the Loan Parties, any of their respective Affiliates, brokers or other agents acting or benefiting in any capacity in connection with the Loans is any of the following:
(a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (ci) a Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(dii) a Person who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ;
(eiii) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office Sanctioned Person;
(d) No Loan Party, any of Foreign Asset Control at its official website their respective officers or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary directors or, to the Credit Parties’ knowledgeknowledge of any Loan Party, any of its Affiliates, brokers or other agents acting or benefiting in any capacity in connection with the Loans (i) conducts has directly or indirectly engaged in, or is now directly or indirectly engaged in, any business dealings or engages transactions (x) with any Sanctioned Person, (y) in making any Sanctioned Country, or receiving any contribution (z) otherwise in violation of funds, goods or services to or for the benefit of any Person described in the preceding sentenceSanctions, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(e) The Loan Parties have implemented and maintain in effect policies and procedures designed to promote and achieve compliance by the foregoingLoan Parties and their respective directors, officers, employees and agents with Sanctions, and the representations given in this Section 7.28 shall not be made by nor apply Loan Parties and their respective officers and directors and to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 knowledge of the Foreign Extraterritorial Measures (United States) OrderLoan Parties its employees and agents, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result are in a violation compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. No borrowing of Loans or conflict with the Foreign Extraterritorial Measures Act (Canada) Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any similar lawAnti-Corruption Law or applicable Sanctions.
Appears in 2 contracts
Samples: Credit Agreement (RE/MAX Holdings, Inc.), Credit Agreement (RE/MAX Holdings, Inc.)
Anti-Terrorism Laws. No Credit Party or (1) Neither of the Borrower nor, to the Knowledge of any Subsidiary of the Transaction Parties, any of their Affiliates is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 2423, 2001 (the “Executive Order”). No Credit Party, Subsidiary or agent and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (signed into law on October 26, 2001) (the “USA Patriot Act”).
(2) Neither of the Borrower nor, to the Knowledge of any of the Transaction Parties, any of their Affiliates acting or benefiting in any capacity in connection with the Loans Loan is any of the following:
(ai) a Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person or entity that is named as a “specially designated national and blocked personPerson” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list or list.
(f3) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither of the Borrower nor, to the Credit Parties’ knowledgeKnowledge of any Transaction Party or any of Borrower’s Subsidiary Entities, other agents any of their Affiliates acting or benefiting in any capacity in connection with the Loans Loan (i) 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 the preceding sentenceclause (2) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 2 contracts
Samples: Junior Mezzanine Credit Agreement (Technical Olympic Usa Inc), Senior Mezzanine Credit Agreement (Technical Olympic Usa Inc)
Anti-Terrorism Laws. No Credit Party (a) None of the Loan Parties, nor any Subsidiary of the Borrower or any Subsidiary is in violation director, officer or employee thereof, nor, to the Borrower’s knowledge, any agent or representative of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary or agent Borrower acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder or any of its Subsidiaries, is, or is owned or controlled by any of the following (aeach a “Blocked Person”):
(i) a Person that is currently subject to any U.S. sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
(ii) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, Order No. 13224;
(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 subject to the provisions of, the Executive Order, (ciii) a Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who that is located, organized or resident in a country or territory that is the subject of U.S. sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria);
(v) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, Order No. 13224;
(evi) a Person that is named as a “specially designated national and blocked personnational” on the most current list published by the United States Treasury Department Department’s Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or list; or
(fvii) a Canadian Blocked Person. Person who is affiliated or associated with a person listed above.
(b) No Credit Party or Subsidiary Loan Party, or, to the Credit Parties’ knowledge, other agents acting or 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 knowledge of any Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating toLoan Party, any property of its Subsidiaries, is in violation of any Anti-Terrorism Law or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw.
(c) No Loan Party, or to the knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Term Loans or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. Notwithstanding 13224.
(d) The Borrower will not, directly or indirectly, use the foregoingproceeds of the Term Loans or lend, the representations given in this Section 7.28 shall not be made by nor apply contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person that qualifies as a corporation that is registered for the purpose of funding or incorporated under financing the laws activities of Canada any activities or business of or with any province thereof and that carries on business in whole Person or in part any country or territory that, at the time of such funding or facilitation, is the subject of any U.S. sanctions administered by OFAC, or in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would any other manner that will result in a violation of or conflict Anti-Terrorism Laws by any Person.
(e) To the extent applicable, each of the Borrower and its Subsidiaries is in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the Patriot Act. No part of the proceeds of the Term Loans will be used, directly or indirectly, 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, in violation of the United States Foreign Extraterritorial Measures Corrupt Practices Act of 1977, as amended (Canada“FCPA”) or any similar lawand the Borrower and its Subsidiaries and affiliates have conducted their businesses in compliance in all material respects with the FCPA and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with the FCPA in all material respects and this Section 4.22.
Appears in 2 contracts
Samples: Credit Agreement (Auxilium Pharmaceuticals Inc), Credit Agreement (Auxilium Pharmaceuticals Inc)
Anti-Terrorism Laws. No Credit Party or (a) Neither the Borrower nor, to the knowledge of the Borrower, any Subsidiary of its Affiliates is in violation of any Applicable Requirement of Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary or agent acting or benefiting in and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) Neither the Borrower nor, to the knowledge of the Borrower, any capacity in connection with of its Affiliates is any of the Loans is following:
(ai) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in on the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom any Lender the Borrower is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person that is named as a “specially designated national and or blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither the Borrower nor, to the Credit Parties’ knowledgeknowledge of the Borrower, other agents acting or benefiting in any capacity in connection with the Loans of its Affiliates (i) 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 clause (b)(i), (ii), (iii) or (v) above or, to the preceding sentenceknowledge of the Borrower, clause (b)(iv) above; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests interest in any property blocked pursuant to the Executive Order, ; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(d) No broker or other agent (other than the foregoing, Arrangers in connection with the representations given in syndication of the credit facilities established by this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that Agreement) is registered or incorporated under acting for the laws benefit of Canada the Borrower or any province thereof and that carries on business of its Affiliates, or benefiting in whole or any capacity, in part each case in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Unisource Energy Corp), Credit Agreement (Unisource Energy Corp)
Anti-Terrorism Laws. No Credit Party or (a) Neither US Company nor any Subsidiary of its Subsidiaries is in violation (other than immaterial, unknowing or unintentional violations) of any Applicable Law legal requirement relating to any laws with respect to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, Terrorist Financing effective September 24, 2001 (the “Executive Order”)) and the Patriot Act. No Credit PartyNeither US Company nor any of its Subsidiaries and, Subsidiary to the knowledge of US Company and each of its Subsidiaries, no director, officer, employee, agent, Affiliate or agent acting or benefiting in representative thereof, is any capacity in connection with of the Loans is following:
(ai) a Person that is listed in the Annex annex to, or is it otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ;
(ev) a Person that is (A) named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list list; (B) included on HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List; or (fC) included on any similar list enforced by any other relevant sanctions authority;
(vi) a Canadian Blocked Person. No Credit Party Person that is currently the subject or Subsidiary target of Sanctions; or
(vii) located, organized or resident in a Designated Jurisdiction.
(b) Neither US Company nor any of its Subsidiaries and, to the Credit Parties’ knowledgeknowledge of US Company and each of its Subsidiaries, other agents acting no director, officer, employee, agent, Affiliate or benefiting in any capacity in connection with the Loans representative thereof, (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any a Person described in the preceding sentenceSection 8.33(a), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 2 contracts
Samples: Abl Credit Agreement (Mobile Mini Inc), Abl Credit Agreement (Mobile Mini Inc)
Anti-Terrorism Laws. No Credit Party (i) None of the Borrower or any Subsidiary other Obligor or any of their Affiliates is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“"Anti-Terrorism Laws”"), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “"Executive Order”). No Credit Party") and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(ii) None of the Borrower, any other Obligor or agent any of their Affiliates, or any of their brokers or other agents acting or benefiting in from the Loan is a Prohibited Person. A "Prohibited Person" is any capacity in connection with of the Loans is following:
(a1) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d4) a Person person or entity who commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order, ; or
(e5) a Person person or entity that is named as a “"specially designated national and blocked person” " on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list list.
(iii) None of the Borrower or (f) a Canadian Blocked Person. No Credit Party any other Obligor, any of their Affiliates or Subsidiary or, to the Credit Parties’ knowledge, any of their brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(iv) Borrower and the foregoing, the representations given in this Section 7.28 other Obligors shall not be made by nor apply (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person that qualifies as a corporation that is registered Prohibited Person, (ii) deal in, or incorporated under otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the laws of Canada Executive Order or any province thereof and other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that carries on business in whole evades or in part in Canada within avoids, or has the meaning purpose of Section 2 evading or avoiding, or attempts to violate, any of the Foreign Extraterritorial Measures prohibitions set forth in any Anti-Terrorism Law (United States) Orderand Borrower shall deliver to Agent any certification or other evidence requested from time to time by Agent in its reasonable discretion, 1992 passed under confirming Borrower's and the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawother Obligors' compliance herewith).
Appears in 2 contracts
Samples: Credit Agreement (Parkway Properties Inc), Credit Agreement (Parkway Properties Inc)
Anti-Terrorism Laws. No Credit Party or (a) Neither the Seller nor any Subsidiary Affiliate of the Seller is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw.
(b) Neither the Seller nor any Affiliate of the Seller, or their respective agents acting or benefiting in any capacity in connection with the Repurchase Facility or other transactions hereunder, is any of the following (each a “Blocked Person”):
(1) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. Notwithstanding the foregoing13224;
(2) a Person owned or controlled by, the representations given in this Section 7.28 shall not be made by nor apply to or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;
(3) a Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(4) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;
(5) a Person or entity that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business in whole replacement website or in part in Canada within other replacement official publication of such list; or
(6) a Person or entity who is affiliated with a Person or entity listed above. Neither the meaning of Section 2 Seller nor, to the knowledge of the Foreign Extraterritorial Measures (United States) OrderSeller, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result any of its agents acting in a violation of or conflict any capacity in connection with the Foreign Extraterritorial Measures Act Repurchase Facility or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Century Communities, Inc.), Master Repurchase Agreement (Sirva Inc)
Anti-Terrorism Laws. No Credit Party (i) None of the Borrower Parties or any Subsidiary Affiliate of any Borrower Party is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(ii) None of the foregoingBorrower Parties, or any Affiliate of any Borrower Party, or, to the knowledge of any Borrower Party, their respective agents acting or benefiting in any capacity in connection with the Loans or the other transactions hereunder, is any of the following (each a “Blocked Person”): (A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the representations given in this Section 7.28 shall not be made by nor apply to Executive Order No. 13224; (B) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (C) a Person with which the Administrative Agent or any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (D) a Person that commits, threatens or conspires to commit or supports “terrorism” (as defined in the Executive Order No. 13224); (E) a Person that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof replacement website or other replacement official publication of such list; or (F) a Person affiliated or associated with any Person in Section 5.1(dd)(i) through and that carries on business including Section 5.1(dd)(ii) above.
(iii) No Borrower Party or to the knowledge of any Borrower Party, any of its agents acting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Loans or the other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.
Appears in 2 contracts
Samples: Credit Agreement (Fluent, Inc.), Credit Agreement (Cogint, Inc.)
Anti-Terrorism Laws. (a) No Credit Loan Party or or, to the knowledge of any Subsidiary Loan Party, any of its Affiliates is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw.
(b) None of the Loan Parties, nor, to the knowledge of the Loan Parties, any Affiliate of any Loan Party or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a "Blocked Person"):
(i) a person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. Notwithstanding 13224;
(ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the foregoingannex to, or is otherwise subject to the representations given provisions of, Executive Order No. 13224;
(iii) a person with which any Lender is prohibited from dealing or otherwise engaging in this Section 7.28 shall not be made any transaction by nor apply any Anti-Terrorism Law;
(iv) a person that commits, threatens or conspires to any Person commit or supports "terrorism" as defined in Executive Order No. 13224;
(v) a person that qualifies is named as a corporation that is registered or incorporated under "specially designated national" on the laws most current list published by the United States Treasury Department's Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list; or
(vi) a person who is affiliated or associated with any person described above.
(c) No Loan Party, or to the knowledge of any Loan Party, any of its agents acting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Loans, Letters of Credit or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.
Appears in 2 contracts
Samples: Credit Agreement (M & F Worldwide Corp), Credit Agreement (Allied Security Holdings LLC)
Anti-Terrorism Laws. No Credit Party or (a) Neither the Seller, nor any Subsidiary of its Subsidiaries nor, to the knowledge of the Seller, any of its Affiliates is in violation of any Applicable Requirement of Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“"Anti-Terrorism Laws”"), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “"Executive Order”"). No Credit Party, Subsidiary and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) Neither the Seller, nor any of its Subsidiaries nor, to the knowledge of the Seller, any Affiliate or broker or other agent of them or their respective Subsidiaries acting or benefiting in any capacity in connection with the Loans Scheduled Receivables hereunder is any of the following:
(ai) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled Controlled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom any Lender which the Purchaser is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who that commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order, ; or
(ev) a Person that is named as a “"specially designated national and blocked person” " on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control ("OFAC") at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither the Seller, nor any of its Subsidiaries nor, to the Credit Parties’ knowledgeknowledge of the Seller, is any broker or other agents agent of them or any of their respective Subsidiaries acting or benefiting in any capacity in connection with the Loans this Agreement (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person person described in the preceding sentenceparagraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 2 contracts
Samples: Trade Receivables Purchase Agreement (Aegean Marine Petroleum Network Inc.), Trade Receivables Purchase Agreement (Aegean Marine Petroleum Network Inc.)
Anti-Terrorism Laws. No Credit Party or (a) Neither the Borrower nor, to the knowledge of the Borrower, any Subsidiary of its Affiliates is in violation of any Applicable Requirement of Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“"Anti-Terrorism Laws”"), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “"Executive Order”"). No Credit Party, Subsidiary or agent acting or benefiting in and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) Neither the Borrower nor, to the knowledge of the Borrower, any capacity in connection with of its Affiliates is any of the Loans is following:
(ai) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in on the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom any Lender the Borrower is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order, ; or
(ev) a Person that is named as a “"specially designated national and or blocked person” " on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither the Borrower nor, to the Credit Parties’ knowledgeknowledge of the Borrower, other agents acting or benefiting in any capacity in connection with the Loans of its Affiliates (i) 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 clause (b)(i), (ii), (iii) or (v) above or, to the preceding sentenceknowledge of the Borrower, clause (b)(iv) above; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests interest in any property blocked pursuant to the Executive Order, ; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(d) No broker or other agent (other than the foregoing, Arranger) is acting for the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under benefit of the laws of Canada Borrower or any province thereof and that carries on business of its Affiliates, or benefiting in whole or any capacity, in part each case in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Unisource Energy Corp), Credit Agreement (Tucson Electric Power Co)
Anti-Terrorism Laws. (a) No Credit Party Group Member or any Subsidiary Reporting Affiliate of a Group Member (in the case of Xxxxxx-Xxxxxxx Publishing, LLC, to the best knowledge of the Administrative Borrower after due inquiry) is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw. Notwithstanding No Group Member or Reporting Affiliate of a Group Member (in the foregoingcase of Xxxxxx-Xxxxxxx Publishing, LLC, to the representations given best knowledge of the Administrative Borrower after due inquiry) (A) conducts any business or engages in this Section 7.28 shall not be made by nor apply making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.
(b) No Group Member or Reporting Affiliate of a Group Member (in the case of Xxxxxx-Xxxxxxx Publishing, LLC for purposes of clauses (C), (D), and (F) below, to the best knowledge of the Administrative Borrower after due inquiry), or to any Group Member’s knowledge, any of their respective agents acting or benefiting in any capacity in connection with the making of the Loans or the other transactions hereunder, is any of the following (each a “Blocked Person”): (A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (B) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (C) a Person with which any Agent or any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (D) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (E) a Person that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business in whole replacement website or in part in Canada within the meaning other replacement official publication of Section 2 of the Foreign Extraterritorial Measures such list; or (United StatesF) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict Person who is affiliated with the Foreign Extraterritorial Measures Act (Canada) or any similar lawa Person listed above.
Appears in 2 contracts
Samples: Credit Agreement (School Specialty Inc), Credit Agreement (School Specialty Inc)
Anti-Terrorism Laws. No Credit Party (a) None of the Borrower or any Subsidiary of its Affiliates is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(b) None of the Borrower or agent any of its Affiliates, or any of its brokers or other agents acting or benefiting in from the Loan is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(ai) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list list.
(c) None of the Borrower or (f) a Canadian Blocked Person. No Credit Party any of its Affiliates or Subsidiary or, to the Credit Parties’ knowledge, any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw. Borrower shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 Law (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Borrower retains its status as a publicly held company, the representations given made in this Section 7.28 shall not be made by nor apply 5.28 are limited to the Borrower’s knowledge with respect to Affiliates who are Affiliates due to ownership due to 10% or more of any Person that qualifies as a corporation that is registered or incorporated under the laws class of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawvoting securities.
Appears in 2 contracts
Samples: Credit Agreement (Inland Real Estate Corp), Credit Agreement (Inland Real Estate Corp)
Anti-Terrorism Laws. No Credit Party (i) None of the Borrower or any Subsidiary other Obligor or any of their Affiliates is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(ii) None of the Borrower, any other Obligor or agent any of their Affiliates, or any of their brokers or other agents acting or benefiting in from the Loan is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(aA) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bB) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(cC) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(dD) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(eE) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list list.
(iii) None of the Borrower or (f) a Canadian Blocked Person. No Credit Party any other Obligor, any of their Affiliates or Subsidiary or, to the Credit Parties’ knowledge, any of their brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iii3) 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 the any Anti-Terrorism Laws. Notwithstanding Law.
(iv) Borrower and the foregoing, the representations given in this Section 7.28 other Obligors shall not be made by nor apply (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person that qualifies as a corporation that is registered Prohibited Person, (2) deal in, or incorporated under otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the laws of Canada Executive Order or any province thereof and other Anti-Terrorism Law, or (3) engage in or conspire to engage in any transaction that carries on business in whole evades or in part in Canada within avoids, or has the meaning purpose of Section 2 evading or avoiding, or attempts to violate, any of the Foreign Extraterritorial Measures prohibitions set forth in any Anti-Terrorism Law (United States) Orderand Borrower shall deliver to Agent any certification or other evidence requested from time to time by Agent in its reasonable discretion, 1992 passed under confirming Borrower’s and the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawother Obligors’ compliance herewith).
Appears in 2 contracts
Samples: Credit Agreement (NNN Apartment REIT, Inc.), Mezzanine Credit Agreement (NNN Apartment REIT, Inc.)
Anti-Terrorism Laws. (a) No Credit Party or any Subsidiary of its subsidiaries, and to the knowledge of the Borrower Representative, no director, officer, employee, agent or Affiliate of each such Credit Party or any such subsidiary, is (x) in violation of any Applicable Law Sanctions, or (y) in material violation of any Anti-Corruption Laws, AML Legislation or any applicable law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (together with Sanctions, collectively, “Anti-Terrorism Laws”), including the Patriot Act and including, without limitation, Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No , the USA Patriot Act, the laws and regulations administered by OFAC, the Trading with the Enemy Act (12 U.S.C. §95), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the International Emergency Economic Powers Act (50 U.S.C. §§1701-1707).
(b) Neither any Credit Party, Subsidiary nor any of its subsidiary, nor, to the knowledge of the Borrower Representative, any of their respective Affiliates, officers, directors, employees or agent acting or benefiting in agents, is any capacity in connection with of the Loans is following:
(ai) a Prohibited Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, a Prohibited Person;
(c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (dii) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ;
(eiii) a Person that who is named as located, incorporated, organized or ordinarily resident in a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or Sanctioned Jurisdiction;
(fiv) a Canadian Blocked Person. No Credit Party or Subsidiary Person who has any assets located in a Sanctioned Jurisdiction, in violation of Sanctions; or, to the Credit Parties’ knowledge, other agents acting or benefiting in any capacity in connection with the Loans
(iv) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any a Person described in the preceding sentence, (ii) deals who derives revenues from investments in, or transactions with Prohibited Persons or in Sanctioned Jurisdictions, in violation of Sanctions.
(c) The proceeds of the Loans and the Letters of Credit will not be used by any Borrower or any of its subsidiaries to fund any operations in, finance any investments or activities in, or make any payments to, a Prohibited Person or Person in a Sanctioned Jurisdiction in violations of Sanctions, or otherwise engages used in any transaction relating tomanner that would violate any Anti-Terrorism Laws or the FCPA by any Person (including any Lender, any property Lender Counterparty or interests other individual or entity participating in any property blocked pursuant to the Executive Order, or transaction).
(iiid) 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 Each of the prohibitions set forth Credit Parties and its subsidiaries has implemented and maintains in the effect policies and procedures reasonably designed to ensure compliance with all applicable Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar law.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement and Pledge and Security Agreement (Lannett Co Inc), Credit and Guaranty Agreement (Lannett Co Inc)
Anti-Terrorism Laws. No Credit Party or (i) None of the Loan Parties nor, to the Knowledge of the Loan Parties after due investigation, any Subsidiary Affiliate of any Loan Party, is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(ii) None of the foregoingLoan Parties, nor, to the Knowledge of the Loan Parties after due investigation, any Affiliate of any Loan Party, or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a “Blocked Person”):
(1) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the representations given in this Section 7.28 shall not be made by nor apply to Executive Order No. 13224;
(2) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;
(3) a Person or entity with which any Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(4) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;
(5) a Person or entity that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list, or
(6) a Person or entity who is Affiliated with a Person or entity listed above.
(iii) No Loan Party or, to the Knowledge of any Loan Party, any of its agents acting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Loans, Letters of Credit or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.
Appears in 2 contracts
Samples: Credit Agreement (Interface Security Systems, L.L.C.), Credit Agreement (Interface Security Systems Holdings Inc)
Anti-Terrorism Laws. (a) No Credit Party Group Member or any Subsidiary Affiliate of any Group Member is in violation of (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any Applicable Law other enabling legislation or executive order relating to thereto, (ii) the PATRIOT Act or (iii) or any other similar anti-terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”)laws. No Credit Party, Subsidiary or agent acting or benefiting in any capacity in connection with part of the proceeds of the Loans or the Revolving Extensions of Credit will be used, directly or indirectly, 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, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. No Group Member or Affiliate of any Group Member is any of the following (aeach a “Blocked Person”):
(i) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 (the “Executive Order, ”);
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, Order No. 13224;
(ciii) a Person or entity with whom which any Lender bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, Order No. 13224;
(ev) a Person or entity that is named as a “specially designated national and blocked personnational” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or list; or
(fvi) a Canadian Blocked PersonPerson or entity who is affiliated with a Person or entity listed above. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or benefiting in any capacity in connection with the Loans Group Member knowingly (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person described in the preceding sentence, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the Anti-Terrorism LawsOrder No. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar law13224.
Appears in 2 contracts
Samples: Incremental Commitment Agreement and Second Amendment (KAR Auction Services, Inc.), Amendment and Restatement Agreement (KAR Auction Services, Inc.)
Anti-Terrorism Laws. No Credit Party (a) None of the US Borrower, any Subsidiary or any Subsidiary director, officer, employee or, to the knowledge of any Borrower, agent of any of the foregoing is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw.
(b) None of the US Borrower, any Subsidiary or any director, officer, employee or, to the knowledge of any Borrower, agent of any of the foregoing is any of the following (each a “Blocked Person”):
(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. Notwithstanding the foregoing13224;
(ii) a Person owned or controlled by, the representations given in this Section 7.28 shall not be made by nor apply to or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;
(iii) a Person with which any Agent or Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” (as defined in Executive Order No. 13224);
(v) a Person that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the US Treasury Department Office of Canada Foreign Assets Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list; or
(vi) a Person affiliated or associated with any Person described in whole or in part in Canada within the meaning of Section 2 3.21(b)(i) through Section 3.21(b)(v) above.
(c) None of the Foreign Extraterritorial Measures (United States) OrderUS Borrower, 1992 passed under any Subsidiary or any director, officer, employee or, to the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result knowledge of any Borrower, agent of any of the foregoing acting in a violation of or conflict any capacity in connection with the Foreign Extraterritorial Measures Act Loans, Letters of Credit, the Transactions or the other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Compass Minerals International Inc), Credit Agreement (Compass Minerals International Inc)
Anti-Terrorism Laws. No Credit Party (i) None of the Borrower or any Subsidiary other Obligor or any of their Affiliates is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Anti- Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(ii) None of the Borrower, any other Obligor or agent any of their Affiliates, or any of their brokers or other agents acting or benefiting in from the Loan is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(aA) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bB) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(cC) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(dD) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(eE) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list list.
(iii) None of the Borrower or (f) a Canadian Blocked Person. No Credit Party any other Obligor, any of their Affiliates or Subsidiary or, to the Credit Parties’ knowledge, other any of their agents acting or benefiting in any capacity in connection with the Loans Loan (i1) to the best of the Borrower’s knowledge, 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 the preceding sentenceProhibited Person, (ii2) to the best of the Borrower’s knowledge, deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iii3) 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 the any Anti-Terrorism Laws. Notwithstanding Law.
(iv) The Borrower and the foregoing, the representations given in this Section 7.28 other Obligors shall not be made by nor apply (1) knowingly conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person that qualifies as a corporation that is registered Prohibited Person, (2) knowingly deal in, or incorporated under otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the laws of Canada Executive Order or any province thereof and other Anti-Terrorism Law, or (3) engage in or conspire to engage in any transaction that carries on business in whole evades or in part in Canada within avoids, or has the meaning purpose of Section 2 evading or avoiding, or attempts to violate, any of the Foreign Extraterritorial Measures prohibitions set forth in any Anti-Terrorism Law (United States) Orderand the Borrower shall deliver to Agent any certification or other evidence requested from time to time by Agent in its reasonable discretion, 1992 passed under confirming the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with Borrower’s and the Foreign Extraterritorial Measures Act (Canada) or any similar lawother Obligors’ compliance herewith).
Appears in 2 contracts
Samples: Credit Agreement (Wells Core Office Income Reit Inc), Credit Agreement (Wells Core Office Income Reit Inc)
Anti-Terrorism Laws. No Credit Party or (a) Neither the Borrower nor, to the knowledge of the Borrower, any Subsidiary of its Affiliates is in violation of any Applicable Requirement of Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary or agent acting or benefiting in and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) Neither the Borrower nor, to the knowledge of the Borrower, any capacity in connection with of its Affiliates is any of the Loans is following:
(ai) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in on the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom any Lender the Borrower is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person that is named as a “specially designated national and or blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither the Borrower nor, to the Credit Parties’ knowledgeknowledge of the Borrower, other agents acting or benefiting in any capacity in connection with the Loans of its Affiliates (i) 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 clause (b)(i), (ii), (iii) or (v) above or, to the preceding sentenceknowledge of the Borrower, clause (b)(iv) above; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests interest in any property blocked pursuant to the Executive Order, ; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(d) No broker or other agent (other than the foregoing, Arranger) is acting for the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under benefit of the laws of Canada Borrower or any province thereof and that carries on business of its Affiliates, or benefiting in whole or any capacity, in part each case in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Tucson Electric Power Co), Credit Agreement (Tucson Electric Power Co)
Anti-Terrorism Laws. No Credit Party (a) None of the Loan Parties nor, to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate of Holdings, the Borrower or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrower will not directly or indirectly use the proceeds of the Term Loans or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.
(b) No Loan Party, or, to the knowledge of any Loan Party, any of its Subsidiaries, is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw.
(c) None of the Loan Parties, nor, to the knowledge of the Loan Parties, any Subsidiaries of any Loan Party or their respective agents acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder, is any of the following (each a “Blocked Person”):
(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. Notwithstanding the foregoing13224;
(ii) a Person owned or Controlled by, the representations given in this Section 7.28 shall not be made by nor apply to or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;
(iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;
(v) a Person that is named as a corporation that “specially designated national” on the most current list published by the United States Treasury Department’s Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list;
(vi) a Person who is registered affiliated or incorporated associated with a person listed above; or
(vii) a Person with whom dealings are restricted or prohibited under the laws Consolidated List of Canada Financial Sanctions Targets maintained by Her Majesty’s Treasury or any province thereof other the consolidated list of persons, groups and that carries on entities subject to financial sanctions maintained by the European Union, and any similar list, each as amended, supplemented or substituted from time to time.
(d) No Loan Party, or to the knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Term Loans or other transactions hereunder (i) conducts any business or engages in whole making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in part any transaction relating to, any property or interests in Canada within property blocked pursuant to Executive Order No. 13224.
(e) To the meaning extent applicable, each of Section 2 Holdings, the Borrower and each Subsidiary is in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each of the Foreign Extraterritorial Measures foreign assets control regulations of the United States Treasury Department (United States31 CFR, Subtitle B, Chapter V, as amended) Orderand any other enabling legislation or executive order relating thereto, 1992 passed under and (b) the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result Patriot Act. No part of the proceeds of the Term Loans will be used, directly or indirectly, 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 a an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of or conflict with the United States Foreign Extraterritorial Measures Corrupt Practices Act of 1977, as amended (Canada) or any similar law“FCPA”).
Appears in 2 contracts
Samples: Credit Agreement (LivaNova PLC), Intercreditor Agreement (LivaNova PLC)
Anti-Terrorism Laws. No Credit Party (i) None of the Borrower or any Subsidiary of its Affiliates is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(ii) None of the Borrower or agent any of its Affiliates, or any of its brokers or other agents acting or benefiting in from the Loan is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(a1) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d4) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e5) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list list.
(i) None of the Borrower or (f) a Canadian Blocked Person. No Credit Party any of its Affiliates or Subsidiary or, to the Credit Parties’ knowledge, any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw. Borrower shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 Law (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Borrower retains its status as a publicly held company, the representations given made in this Section 7.28 shall not be made by nor apply 5.28 are limited to the Borrower’s knowledge with respect to Affiliates who are Affiliates due to ownership due to 10% or more of any Person that qualifies as a corporation that is registered or incorporated under the laws class of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawvoting securities.
Appears in 2 contracts
Samples: Term Loan Agreement (Inland Real Estate Corp), Credit Agreement (Inland Real Estate Corp)
Anti-Terrorism Laws. No Credit Party or (a) Neither the Borrower, the Guarantor nor any Subsidiary of its Subsidiaries is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation foreign assets control regulations of the U.S. Treasury Department’s Office of Foreign Asset Control (“Anti-Terrorism LawsOFAC”) (31 CFR, Subtitle B, Chapter V, as amended), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, Terrorist Financing effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary the Act or, to the knowledge of the Guarantor and the Borrower, any sanctions or agent acting requirements imposed under similar laws or benefiting regulations enacted or enforced by the European Union or Her Majesty’s Treasury of the United Kingdom required to be observed by the Guarantor and its Subsidiaries (collectively, the “Anti-Terrorism Laws”), in each case in which could reasonably be expected to have a Material Adverse Effect or except as described in the Guarantor’s filings of Forms 10-K, 10-Q or 8-K. Neither the Borrower, the Guarantor nor any capacity in connection with of its Subsidiaries is any of the Loans is following:
(ai) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (eiii) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control OFAC at its official website or any replacement website or other replacement official publication of such list or list; or
(fiv) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledgeknowledge of the Guarantor and the Borrower, other agents acting a Person that is subject to any economic or benefiting in financial sanctions or trade embargoes imposed, administered or enforced from time to time by the European Union or Her Majesty’s Treasury of the United Kingdom required to be observed by the Guarantor and its Subsidiaries.
(b) Neither the Borrower, the Guarantor nor any capacity in connection with the Loans of its Subsidiaries (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any a Person described in the preceding sentenceSection 3.12, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law; provided that to the foregoingextent the foregoing representation pertains to Anti-Terrorism Laws of the European Union or Her Majesty’s Treasury of the United Kingdom, such representation is made only to the knowledge of the Guarantor and Borrower.”
(xvi) The first sentence of Section 4.02 of the Credit Agreement is hereby amended by inserting the text “(other than any conversion or continuation of any Loan)” immediately following the word “Borrowing” appearing therein.
(xvii) Section 5.06 of the Credit Agreement is hereby amended by inserting the following sentence at the conclusion thereof: “The Borrower will not request any Borrowing, and the Borrower shall not, directly or indirectly, use or otherwise make available, and the Guarantor and the Borrower shall procure that its Subsidiaries and, to the knowledge of the Borrower and the Guarantor, its or their respective directors, officers and employees shall not, directly or indirectly, use or otherwise make available, the representations given in this Section 7.28 shall not be made by nor apply to proceeds of any Person that qualifies as a corporation that is registered Borrowing for the purpose of funding, financing or incorporated under the laws facilitating any activities, business or transaction of Canada or with any province thereof and that carries on business in whole Sanctioned Person, or in part any Sanctioned Country, except, in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Ordereach case where such activities, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations business or transaction does not violate any applicable Sanctions law required to be observed, or in any manner that would result in a the violation of any Sanctions required to be observed by any party hereto.”
(xviii) Section 5.13 of the Credit Agreement is hereby amended by (x) deleting the text “First Amendment Effective Date” appearing in clause (ii) therein and inserting the text “Second Amendment Effective Date” in lieu thereof and (y) inserting the text “not in excess of the principal amount thereof (except as grossed up for the customary fees and expenses incurred in connection with such financing and except as a result of the capitalization or conflict with accretion of interest)” immediately following the Foreign Extraterritorial Measures Act text “and any Refinancings thereof”.
(Canadaxix) or any similar lawClause (k) of Article VI of the Credit Agreement is hereby amended by deleting the text “$55,000,000” and inserting the text “$150,000,000” in lieu thereof.
(xx) Section 9.05 of the Credit Agreement is hereby amended by adding the following new clause (h) in the appropriate alphabetical order:
Appears in 2 contracts
Samples: Five Year Senior Credit Agreement, Five Year Senior Credit Agreement (TE Connectivity Ltd.)
Anti-Terrorism Laws. (a) No Credit Party or Obligor or, to its knowledge, any Subsidiary of its Affiliates is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). , and the Patriot Act.
(b) No Credit PartyObligor or, Subsidiary or agent acting or benefiting in to its knowledge, any capacity in connection with of its Affiliates is any of the Loans is following:
(ai) a Person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC or any list of Persons issued by OFAC pursuant to Executive Order 13224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as in effect on the Annex todate hereof, or any similar list issued by OFAC (collectively, the “OFAC Lists”), or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom any Lender such Obligor is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person that is named as a “specially designated national and or blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Party or Subsidiary Obligor or, to the Credit Parties’ its knowledge, other agents acting or benefiting in any capacity in connection with the Loans of its Affiliates (i) 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 clause (b)(i), (ii) or (v) above or, to the preceding sentenceknowledge of such Obligor, clause (b)(iii) or (iv) above; (ii) deals in, or otherwise engages in any transaction relating to, any property Property or interests interest in any property Property blocked pursuant to the Executive Order, ; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the any Anti-Terrorism LawsLaw. Notwithstanding Neither the foregoingObligors nor any of their Subsidiaries, nor, to the representations given best of their knowledge, any Persons holding any legal or beneficial interest whatsoever in this Section 7.28 shall not be made any Obligor or in their respective Subsidiaries (whether directly or indirectly) (x) are named on the list of Specially Designated Nationals and Blocked Persons maintained by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada OFAC or any province thereof list of Persons issued by OFAC pursuant to Executive Order 13224 – Blocking Property and that carries Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as in effect on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Orderdate hereof, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawlist issued by OFAC (collectively, the “OFAC Lists”); (y) are Persons determined by the Secretary of the Treasury of the United States to be owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons referred to or described in the OFAC Lists; or (z) to their knowledge have conducted business with or engaged in any transaction with any Person identified in (x) or (y) above.
Appears in 2 contracts
Samples: Credit Agreement (Gerdau Ameristeel Corp), Senior Export and Working Capital Facility Agreement (Gerdau Ameristeel Corp)
Anti-Terrorism Laws. No Credit Party or (a) Neither Holdings nor any Subsidiary of its Subsidiaries is in violation of any Applicable Law material legal requirement relating to any laws with respect to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, Terrorist Financing effective September 24, 2001 (the “Executive Order”)) and the PATRIOT Act. No Credit PartyNeither Holdings nor any of its Subsidiaries and, Subsidiary to the knowledge of Holdings, no agent of Holdings or agent any of its Subsidiaries acting on behalf of Holdings or benefiting in any capacity in connection with of its Subsidiaries, as the Loans case may be, is any of the following:
(ai) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, of the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, of any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, of the Executive Order, ;
(ciii) a Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person that is named as a “specially designated national and blocked person” on the most current correct list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list or list.
(fb) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither Holdings nor any of its Subsidiaries and, to the Credit Parties’ knowledgeknowledge of Holdings and the Borrower, other agents no agent of Holdings or any of its Subsidiaries acting on behalf of Holdings or benefiting in any capacity in connection with of its Subsidiaries, as the Loans case may be, (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any a Person described in the preceding sentenceSection 8.23(a), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Samples: Credit Agreement (Town Sports International Holdings Inc)
Anti-Terrorism Laws. No Credit Party (i) None of the Borrower or any Subsidiary of its Affiliates is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(ii) None of the Borrower or agent any of its Affiliates, or any of its brokers or other agents acting or benefiting in from the Loan is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(a1) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d4) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e5) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list list. 13171960\V-5
(iii) None of the Borrower or (f) a Canadian Blocked Person. No Credit Party any of its Affiliates or Subsidiary or, to the Credit Parties’ knowledge, any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw. The Borrower shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 Law (and the Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming the Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Glimcher Realty Trust retains its status as a publicly held company, the representations given made in this Section 7.28 shall not be made by nor apply 5.23 are limited to the Borrower’s knowledge with respect to Affiliates that are Affiliates due to ownership of 10% or more of any Person that qualifies as a corporation that is registered or incorporated under the laws class of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawvoting securities.
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party (i) None of the Borrower or any Subsidiary other Obligor or any of their Affiliates is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Anti- Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(ii) None of the Borrower, any other Obligor or agent any of their Affiliates, or any of their brokers or other agents acting or benefiting in from the Loan is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(aA) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bB) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(cC) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(dD) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(eE) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list list.
(iii) None of the Borrower or (f) a Canadian Blocked Person. No Credit Party any other Obligor, any of their Affiliates or Subsidiary or, to the Credit Parties’ knowledge, other any of their agents acting or benefiting in any capacity in connection with the Loans Loan (iA) to the best of the Borrower's knowledge, 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 the preceding sentenceProhibited Person, (iiB) to the best of the Borrower's knowledge, deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iiiC) 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 the any Anti-Terrorism Laws. Notwithstanding Law.
(iv) The Borrower and the foregoing, the representations given in this Section 7.28 other Obligors shall not be made by nor apply (A) knowingly conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person that qualifies as a corporation that is registered Prohibited Person, (B) knowingly deal in, or incorporated under otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the laws of Canada Executive Order or any province thereof and other Anti-Terrorism Law, or (C) engage in or conspire to engage in any transaction that carries on business in whole evades or in part in Canada within avoids, or has the meaning purpose of Section 2 evading or avoiding, or attempts to violate, any of the Foreign Extraterritorial Measures prohibitions set forth in any Anti-Terrorism Law (United States) Orderand the Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, 1992 passed under confirming the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with Borrower's and the Foreign Extraterritorial Measures Act (Canada) or any similar lawother Obligors' compliance herewith).
Appears in 1 contract
Samples: Credit Agreement (Wells Core Office Income Reit Inc)
Anti-Terrorism Laws. No Credit Party or (a) Neither the Borrower nor any Subsidiary of its Subsidiaries is in violation (other than immaterial unknowing or unintentional violations) of any Applicable Law legal requirement relating to any laws with respect to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, Terrorist Financing effective September 24, 2001 (the “Executive Order”)) and the Patriot Act. No Credit PartyNeither the Borrower nor any of its Subsidiaries and, Subsidiary to the knowledge of the Borrower, no agent of the Borrower or agent any of its Subsidiaries acting on behalf of the Borrower or benefiting in any capacity in connection with of its Subsidiaries, as the Loans case may be, is any of the following:
(ai) a Person that is listed in the Annex annex to, or is it otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list or list.
(fb) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither the Borrower nor any of its Subsidiaries and, to the Credit Parties’ knowledgeknowledge of the Borrower, other agents no agent of the Borrower or any of its Subsidiaries acting on behalf of the Borrower or benefiting in any capacity in connection with of its Subsidiaries, as the Loans case may be, (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any a Person described in the preceding sentenceSection 4.27(a), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (REV Group, Inc.)
Anti-Terrorism Laws. No Credit Party or any Subsidiary (i) None of Parent Guarantor, Borrower and Xxxxxxxx’s Subsidiaries is in violation of any Applicable Law Sanctions Laws and Regulations or any other laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(ii) None of Parent Guarantor, Borrower and Xxxxxxxx’s Subsidiaries, or agent any of their respective directors, officers, brokers or other agents acting with respect to or benefiting in from this Agreement is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(a1) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d4) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e5) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or list.
(fiii) a Canadian Blocked Person. No Credit Party or Subsidiary orNone of Parent Guarantor, to the Credit Parties’ knowledge, other agents acting or benefiting in any capacity in connection with the Loans Borrower and Xxxxxxxx’s Subsidiaries (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw. Notwithstanding None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the foregoingbenefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 Law (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Xxxxxxxx’s compliance herewith). Borrower shall not request any Loan or Facility Letter of Credit, and Borrower shall not use, and Borrower shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the representations given proceeds of any Loan or Facility Letter of Credit (i) in this Section 7.28 shall not be made by nor apply 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 any Anti-Corruption Laws or (ii) in any manner that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a the violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar law.applicable Sanctions Laws and Regulations
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party (a) None of the Borrower or any Subsidiary of its Affiliates is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(b) None of the Borrower or agent any of its Affiliates, or any of its brokers or other agents acting or benefiting in from the Loan is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(ai) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list list.
(c) None of the Borrower or (f) a Canadian Blocked Person. No Credit Party any of its Affiliates or Subsidiary or, to the Credit Parties’ knowledge, any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades - 42 - or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. Borrower shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 the any Anti-Terrorism LawsLaw (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Borrower retains its status as a publicly held company, the representations given made in this Section 7.28 shall not be made by nor apply 5.28 are limited to the Borrower’s knowledge with respect to Affiliates who are Affiliates due to ownership due to 10% or more of any Person that qualifies as a corporation that is registered or incorporated under the laws class of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawvoting securities.
Appears in 1 contract
Samples: Credit Agreement (Inland Diversified Real Estate Trust, Inc.)
Anti-Terrorism Laws. (a) No Credit Party or Obligor or, to its knowledge, any Subsidiary of its Affiliates is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). , and the Patriot Act.
(b) No Credit PartyObligor or, Subsidiary or agent acting or benefiting in to its knowledge, any capacity in connection with of its Affiliates is any of the Loans is following:
(ai) a Person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC or any list of Persons issued by OFAC pursuant to Executive Order 13224 — Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as in effect on the Annex todate hereof, or any similar list issued by OFAC (collectively, the “OFAC Lists”), or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom any Lender such Obligor is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person that is named as a “specially designated national and or blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Party or Subsidiary Obligor or, to the Credit Parties’ its knowledge, other agents acting or benefiting in any capacity in connection with the Loans of its Affiliates (i) 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 clause (b)(i), (ii) or (v) above or, to the preceding sentenceknowledge of such Obligor, clause (b)(iii) or (iv) above; (ii) deals in, or otherwise engages in any transaction relating to, any property Property or interests interest in any property Property blocked pursuant to the Executive Order, ; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the any Anti-Terrorism LawsLaw. Notwithstanding Neither the foregoingObligors nor any of their Subsidiaries, nor, to the representations given best of their knowledge, any Persons holding any legal or beneficial interest whatsoever in this Section 7.28 shall not be made any Obligor or in their respective Subsidiaries (whether directly or indirectly) (x) are named on the list of Specially Designated Nationals and Blocked Persons maintained by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada OFAC or any province thereof list of Persons issued by OFAC pursuant to Executive Order 13224 — Blocking Property and that carries Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as in effect on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Orderdate hereof, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawlist issued by OFAC (collectively, the “OFAC Lists”); (y) are Persons determined by the Secretary of the Treasury of the United States to be owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons referred to or described in the OFAC Lists; or (z) to their knowledge have conducted business with or engaged in any transaction with any Person identified in (x) or (y) above.
Appears in 1 contract
Samples: Senior Export and Working Capital Facility Agreement (Gerdau Ameristeel Corp)
Anti-Terrorism Laws. No Credit Party (a) Neither of the Company nor any of the Restricted Subsidiaries nor any director, officer, agent or employee of any of the Company or any Restricted Subsidiary (in their capacities as such) is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation Law in any material respects.
(“Anti-Terrorism Laws”), including b) Neither of the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (Company nor any of the “Executive Order”). No Credit Party, Restricted Subsidiaries nor any director or officer of the Company or any Restricted Subsidiary or agent acting or benefiting in any capacity in connection with the Loans Term Loans, the Notes, the Transactions or the other transactions hereunder, is any of the following (aeach a “Blocked Person”):
(i) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, Order No. 13224;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, Order No. 13224;
(ciii) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who that commits, threatens or conspires to commit or supports “terrorism” (as defined in the Executive Order, Order No. 13224); or
(eiv) a Person that is named as a “specially designated national and blocked personnational” on the most current list published by the United States Treasury Department Department’s Office of Foreign Asset Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list list.
(c) Neither of the Company nor any of the Restricted Subsidiaries nor any director or officer of the Company or any Restricted Subsidiary (facting in their capacities as such) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Blocked Person described in the preceding sentence, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to Executive Order No. 13224.
(d) Neither of the Executive Order, 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, Company nor any of the prohibitions set forth Subsidiaries nor any director or officer of the Company or any Subsidiary acting in any capacity in connection with the Term Loans, the Notes, the Transactions or the other transactions hereunder is a Sanctioned Person.
(e) The Company has implemented and maintains in effect policies and procedures with the intention to promote and achieve compliance by the Company and the Subsidiaries and their respective directors, officers and employees (in their capacities as such) with Sanctions and Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given Laws in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawall material respects.
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party or any Subsidiary (a) None of Borrower or, to Borrower's Knowledge, its Affiliates is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”).
(b) None of Borrower or, including the Patriot Act and Executive Order No. 13224 on Terrorism Financingto Borrower's Knowledge, effective September 24any of its Affiliates, 2001 (the “Executive Order”). No Credit Party, Subsidiary or agent any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan is any of the following: (ai) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Anti-Terrorism Order, ; (bii) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Anti-Terrorism Order, ; (ciii) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ; (div) a Person person or entity who commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Anti-Terrorism Order, ; or (ev) a Person person or entity that is named as a “"specially designated national and blocked person” " on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Party or Subsidiary None of Borrower or, to the Credit Parties’ knowledgeBorrower's Knowledge, any of its Affiliates or any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan (i) 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 the preceding sentenceSection 8.29(b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Anti-Terrorism Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Anti-Terrorism Laws. (a) No Credit Loan Party or any Subsidiary and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Applicable Requirement of Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“"Anti-Terrorism Laws”"), including the Patriot Act and U.S. Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “"Executive Order”"). , and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) No Credit PartyLoan Party and to the knowledge of the Loan Parties, Subsidiary no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Loans is any of the following:
(ai) a Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person person owned or controlled by, or acting for or on behalf of, any Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who person that commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order, ; or
(ev) a Person person that is named as a “"specially designated national and blocked person” " on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control ("OFAC") at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Loan Party or Subsidiary orand, to the Credit knowledge of the Loan Parties’ knowledge, no broker or other agents agent of any Loan Party acting or 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 Person person described in the preceding sentenceparagraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Samples: Credit Agreement (Samsonite Corp/Fl)
Anti-Terrorism Laws. No Credit Party or 4.20.1. Neither Borrower nor any Subsidiary Affiliate of Borrower is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw. Notwithstanding Neither Borrower nor any Affiliate of Borrower has any of its assets in any Sanctioned Country or does business in or with, nor derives any of its operating income from investments in or transactions with, any Sanctioned Country.
4.20.2. Neither Borrower nor any Affiliate of Borrower or their respective agents acting or benefiting in any capacity in connection with the foregoingRLOC or the Term Loan Facility or other transactions hereunder, is any of the following (each a "Blocked Person"):
(a) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the representations given in this Section 7.28 shall not be made by nor apply to Executive Order No. 13224;
(b) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;
(c) a Person or entity with which Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(d) a Person or entity that commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order No. 13224;
(e) a Person or entity that is named as a corporation that is registered or incorporated under "specially designated national" on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list; or
(f) a Person or entity who is affiliated or affiliated with a person or entity listed above. Neither Borrower nor Guarantor nor, or to the knowledge of Borrower, any of its or their agents acting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Loan or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party (i) None of the Borrower or any Subsidiary of its Affiliates is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(ii) None of the Borrower or agent any of its Affiliates, or any of its brokers or other agents acting or benefiting in from the Loan is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(a1) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d4) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e5) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list list.
(iii) None of the Borrower or (f) a Canadian Blocked Person. No Credit Party any of its Affiliates or Subsidiary or, to the Credit Parties’ knowledge, any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw. Borrower shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 Law (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Borrower retains its status as a publicly held company, the representations given made in this Section 7.28 shall not be made by nor apply 5.29 are limited to the Borrower’s knowledge with respect to Affiliates who are Affiliates due to ownership due to 10% or more of any Person that qualifies as a corporation that is registered or incorporated under the laws class of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawvoting securities.
Appears in 1 contract
Samples: Credit Agreement (Inland Western Retail Real Estate Trust Inc)
Anti-Terrorism Laws. No Credit Party (i) None of the Borrower or any Subsidiary of its Affiliates is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(ii) None of the Borrower or agent any of its Affiliates, or any of its brokers or other agents acting or benefiting in from the Loan is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(a1) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d4) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e5) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list list.
(iii) None of the Borrower or (f) a Canadian Blocked Person. No Credit Party any of its Affiliates or Subsidiary or, to the Credit Parties’ knowledge, any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan (i1) conducts any business or - 41 - 15031925\V-9 engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw. The Borrower shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 Law (and the Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming the Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Glimcher Realty Trust retains its status as a publicly held company, the representations given made in this Section 7.28 shall not be made by nor apply 5.23 are limited to the Borrower’s knowledge with respect to Affiliates that are Affiliates due to ownership of 10% or more of any Person that qualifies as a corporation that is registered or incorporated under the laws class of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawvoting securities.
Appears in 1 contract
Samples: Secured Line of Credit Loan Agreement (Glimcher Realty Trust)
Anti-Terrorism Laws. No (a) None of the Credit Party Parties nor or any Subsidiary Affiliate of any Credit Party, is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(b) None of the foregoingCredit Parties, nor or any Affiliate of any Credit Party, or their respective agents acting or benefiting in any capacity in connection with the Term A Loan or other transactions hereunder, is any of the following (each a "Blocked Person"):
(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the representations given in this Section 7.28 shall not be made by nor apply to Executive Order No. 13224;
(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;
(iii) a Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order No. 13224;
(v) a Person or entity that is named as a corporation that is registered or incorporated under "specially designated national" on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list; or
(vi) a Person or entity who is affiliated or associated with a person or entity listed above.
(c) No Credit Party, or to the knowledge of any Credit Party any of its agents acting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Term A Loan or other transactions hereunder, (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party (a) None of the Loan Parties or any Subsidiary of their respective Affiliates is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Law or engages in or conspires to engage in any transaction that evades or avoids, or has the 4894-9978-4110 v.2 purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Laws”), including Law.
(b) None of the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Loan Parties or agent any of their respective Affiliates or their respective agents acting or benefiting in any capacity in connection with the Loans Loans, the Transactions or the other transactions hereunder, is any of the following (aeach a “Blocked Person”):
(i) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, Order No. 13224;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, Order No. 13224;
(ciii) a Person with whom which any Agent or Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who that commits, threatens or conspires to commit or supports “terrorism” (as defined in the Executive Order, Order No. 13224);
(ev) a Person that is named as a “specially designated national and blocked personnational” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list or list; or
(fvi) a Canadian Blocked Person. Person owned or controlled by with any Person described in Section 3.20(b)(i) through Section 3.20(b)(v) above.
(c) No Credit Party or Subsidiary Group Member or, to the Credit Parties’ knowledgeknowledge of any Group Member, other any of its agents acting or benefiting in any capacity in connection with the Loans Loans, the Transactions or the other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person described in the preceding sentence, or a Canada Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the Anti-Terrorism LawsOrder No. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar law13224.
Appears in 1 contract
Anti-Terrorism Laws. (a) No Credit Loan Party or or, to the knowledge of any Subsidiary Loan Party, any of its Affiliates is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw.
(b) None of the Loan Parties, nor, to the knowledge of the Loan Parties, any Affiliate of any Loan Party or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a "Blocked Person"):
(i) a person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. Notwithstanding 13224;
(ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the foregoingannex to, or is otherwise subject to the representations given provisions of, Executive Order No. 13224;
(iii) a person with which any Lender is prohibited from dealing or otherwise engaging in this Section 7.28 shall not be made any transaction by nor apply any Anti-Terrorism Law;
(iv) a person that commits, threatens or conspires to any Person commit or supports "terrorism" as defined in Executive Order No. 13224;
(v) a person that qualifies is named as a corporation that is registered or incorporated under "specially designated national" on the laws most current list published by the United States Treasury Department's Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list; or
(vi) a person who is affiliated or associated with a person listed above.
(c) No Loan Party, or to the knowledge of any Loan Party, any of its agents acting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Loans, Letters of Credit or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.
Appears in 1 contract
Anti-Terrorism Laws. (a) No Credit Party Loan Party, or, toNone of the knowledge ofBorrower, any Loan Party, any of its Subsidiaries or any Subsidiary of their respective Subsidiaries or their respective directors or officers (limited, in the case of directors and officers of Subsidiaries of the Borrower, to the knowledge of a Responsible Officer of the Borrower), nor, to the knowledge of a Responsible Officer of the Borrower, any of their respective employees, is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw.
(b) None of the Loan PartiesBorrower, any Loan Party or any of their respective Subsidiaries or their respective directors or officers (limited, in the case of directors and officers of Subsidiaries of the Borrower, to the knowledge of a Responsible Officer of the Borrower), nor, to the knowledge of the Loan Parties, any Subsidiaries of any Loan Party ora Responsible Officer of the Borrower, any of their respective employees or agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a “Blocked Person”):
(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. Notwithstanding the foregoing13224;
(ii) a Person owned or controlled by, the representations given in this Section 7.28 shall not be made by nor apply to or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;
(iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;
(v) a Person that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the United States Treasury Department’s Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business in whole replacement website or in part in Canada within the meaning other replacement official publication of Section 2 such list; or
(vi) a Person who is affiliated or associated with a person listed above.
(c) No Loan Party, or toNone of the Foreign Extraterritorial Measures knowledge of any Loan Party, any of itsBorrower, any Loan Party or any of their respective Subsidiaries or their respective directors or officers (United States) Orderlimited, 1992 passed under in the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result case of directors and officers of Subsidiaries of the Borrower, to the knowledge of a Responsible Officer of the Borrower), nor, to the knowledge of a Responsible Officer of the Borrower, any of their respective employees or agents acting in a violation of or conflict any capacity in connection with the Foreign Extraterritorial Measures Act Loans, Letters of Credit or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.
Appears in 1 contract
Samples: Credit Agreement (Microsemi Corp)
Anti-Terrorism Laws. (a) No Credit Party or any Subsidiary of its Affiliates is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw.
(b) No Credit Party or any Affiliate of any Credit Party is (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. Notwithstanding the foregoing13224; (ii) a Person owned or controlled by, the representations given in this Section 7.28 shall not be made by nor apply to or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (iii) a Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (v) a Person or entity that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof replacement website or other replacement official publication of such list; or (vi) a Person or entity who is affiliated with a Person or entity listed above (each such Person described in clauses (i) through (vi) of this sentence, a “Blocked Person”). The regulations and that carries on business executive orders described in whole or in part in Canada within the meaning of Section 2 clauses (i) through (v) of the Foreign Extraterritorial Measures preceding sentence are referred to herein as “OFAC Regulations”.
(c) No Credit Party or any Affiliate of any Credit Party (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.
(d) The Credit Parties are in compliance, in all material respects, with the (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United StatesStates Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) Orderand any other enabling legislation or executive order relating thereto (collectively, 1992 passed under the Foreign Extraterritorial Measures Act “FAC Regulations”).
(Canadae) insofar as such representations would result No part of the proceeds of the Loans will be used, directly or indirectly, 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 a an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of or conflict with the United States Foreign Extraterritorial Measures Corrupt Practices Act of 1977, as amended (Canada) or any similar lawthe “FCPA”).
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party or (a) Neither any Subsidiary Borrower nor, to the knowledge of any Borrower, any of such Borrower's Affiliates is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“"Anti-Terrorism Laws”"), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “"Executive Order”"). No Credit Party, Subsidiary and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) Neither any Borrower nor, to the knowledge of any Borrower, any Affiliate or broker or other agent of such Borrower acting or benefiting in any capacity in connection with the Loans is any of the following:
(ai) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ; or
(div) a Person who that commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order, .
(ec) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or Neither any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary orBorrower nor, to the Credit Parties’ knowledgeknowledge of any Borrower, any broker or other agents agent of such Borrower acting or 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 Person described in the preceding sentenceparagraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, Order 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Samples: Credit Agreement (Zila Inc)
Anti-Terrorism Laws. No Credit Party (a) None of the Borrower, International Farmland Holdings or any Subsidiary of their respective Subsidiaries is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”).
(b) None of the Borrower, International Farmland Holdings or agent acting or benefiting in any capacity in connection with of their respective Subsidiaries is any of the Loans is following:
(ai) a Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person or entity with whom any Lender is which the Lenders are prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list list.
(c) None of the Borrower, International Farmland Holdings or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or benefiting in any capacity in connection with the Loans of their respective Subsidiaries (i) 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 the preceding sentenceclause (b)(ii) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, Order 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party or (a) To the best of Borrowers’ knowledge, no Borrower nor any Subsidiary Affiliate of a Borrower, is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(b) To the foregoingbest of Borrowers’ knowledge, no Borrower, nor any Affiliate of a Borrower, or its respective agents acting or benefiting in any capacity in connection with the Loans or other transactions hereunder, is any of the following (each a “Blocked Person”):
(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the representations given in this Section 7.28 shall not be made by nor apply to Executive Order No. 13224;
(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;
(iii) a Person with which the Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;
(v) a Person that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list; or
(vi) a Person who is affiliated or associated with a person or entity listed above.
(c) To the best of Borrowers’ knowledge, no Borrower nor, to the knowledge of any Borrower, any of its agents acting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Loans or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.
Appears in 1 contract
Samples: Loan Agreement (Igate Corp)
Anti-Terrorism Laws. (a) No Credit Loan Party and, to the knowledge of the Borrower or the Guarantor, no Affiliate of any Subsidiary Loan Party is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). , and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) No Credit Loan Party and, to the knowledge of the Borrower or the Guarantor, no Affiliate of any Loan Party, Subsidiary and none of their respective brokers or agent other agents acting or benefiting in any capacity in connection with the Loans Loans, is any of the following:
(ai) a Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Loan Party or Subsidiary orand, to the Credit Parties’ knowledgeknowledge of the Borrower or the Guarantor, no Affiliate of any Loan Party, and none of their respective brokers or other agents acting or benefiting in any capacity in connection with the Loans 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 Person described in the preceding sentenceclause (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party or any Subsidiary is (i) The Company and its Subsidiaries are not in violation of any Applicable Law requirement of law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and including, without limitation, Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 and Canadian Anti-Money Laundering & Anti-Terrorism Legislation.
(ii) To the knowledge of the Company, neither the Company nor its Subsidiaries or broker or other agent of the Company or its Subsidiaries acting or benefiting in any capacity in connection with the Loans Transaction is any of the following (aA) a Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ; (bB) a Person person owned or controlled by, or acting for or on behalf of, any Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ; (cC) a Person person with whom any Lender which the Plan Sponsors is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ; (dD) a Person who person that commits, threatens or conspires to commit acts of, or supports supports, “terrorism” as defined in the Executive Order, ; or (eE) a Person person that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list or list.
(fiii) a Canadian Blocked Person. No Credit Party or Subsidiary orTo the knowledge of the Company, to neither the Credit Parties’ knowledge, other agents acting or benefiting in Company nor any capacity in connection with the Loans of its Subsidiaries (iA) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person person described in the preceding sentenceclause (ii) above, (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iiiC) 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 the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Anti-Terrorism Laws. (a) No Credit Party or Borrower nor any Subsidiary of its Affiliates is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw.
(b) No Borrower nor any of its Affiliates is any of the following (each a "BLOCKED PERSON"):
(1) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. Notwithstanding the foregoing13224; (2) a Person owned or controlled by, the representations given in this Section 7.28 shall not be made by nor apply to or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (3) a Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a Person or entity that commits, threatens or conspires to commit or supports "terrorism" as defined in Executive Order No. 13224; (5) a Person or entity that is named as a corporation that is registered or incorporated under "specially designated national" on the laws most current list published by the US Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business in whole replacement website or in part in Canada within the meaning other replacement official publication of Section 2 such list; (6) a Person or entity who is affiliated with a Person or entity listed above; or (7) an agency of the government of, an organization directly or indirectly controlled by, or a Person resident in, a country on any official list maintained by the Office of Foreign Extraterritorial Measures Assets Control of the United States Department of Treasury (United Statesor any successor thereto).
(c) OrderNo Borrower nor any of its Affiliates
(1) conducts any business or engages in making or receiving any contribution of funds, 1992 passed under goods or services to or for the Foreign Extraterritorial Measures Act benefit of any Blocked Person, (Canada2) insofar as such representations would result has more than 10% of its assets in a violation Blocked Person, (3) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, or (4) derives more than 10% of its operating income from investments in or conflict transactions with the Foreign Extraterritorial Measures Act (Canada) or any similar lawa Blocked Person.
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party or (i) Neither the Company nor any Subsidiary of its Subsidiaries is, and to the knowledge of the Company and its Subsidiaries, none of their respective affiliates is in violation of any Applicable Law requirement of law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as amended.
(ii) Neither the Company nor any of its Subsidiaries is, and to the knowledge of the Company or any such Subsidiary, no affiliate or broker or other agent of the Company or any such Subsidiary or agent acting or benefiting in any capacity in connection with the Loans issuance and sale of the Closing Date Securities is any of the following:
(a1) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person owned or controlled by, or acting for or on behalf of, any Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e4) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list or list.
(fiii) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither the Company nor any of its Subsidiaries, and to the Credit Parties’ knowledgeknowledge of the Company or any such Subsidiary, no broker or other agents agent of the Company or any such Subsidiary acting or benefiting in any capacity in connection with the Loans issuance and sale of the Closing Date Securities, (iA) 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 the preceding sentenceparagraph (b) above, (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iiiC) 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 the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party or any Subsidiary is (i) The Company and its Subsidiaries are not in violation of any Applicable Law requirement of law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and including, without limitation, Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 and Canadian Anti-Money Laundering & Anti-Terrorism Legislation.
(ii) To the knowledge of the Company, neither the Company nor its Subsidiaries or broker or other agent of the Company or its Subsidiaries acting or benefiting in any capacity in connection with the Loans Transaction is any of the following (aA) a Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ; (bB) a Person person owned or controlled by, or acting for or on behalf of, any Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ; (cC) a Person person with whom any Lender which the Plan Sponsor is prohibited from dealing or otherwise engaging in any transaction by any Anti-Anti- Terrorism Law, ; (dD) a Person who person that commits, threatens or conspires to commit acts of, or supports supports, “terrorism” as defined in the Executive Order, ; or (eE) a Person person that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list or list.
(fiii) a Canadian Blocked Person. No Credit Party or Subsidiary orTo the knowledge of the Company, to neither the Credit Parties’ knowledge, other agents acting or benefiting in Company nor any capacity in connection with the Loans of its Subsidiaries (iA) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person person described in the preceding sentenceclause (ii) above, (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iiiC) 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 the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party or (i) The Borrower, and to the extent of its knowledge, its Affiliates are in compliance with any Subsidiary is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Anti- Terrorism Laws”), including the Patriot Act regulations administered by the United States Treasury Department’s Office of Foreign Asset Control (“OFAC”) and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party.
(ii) Neither the Borrower or, Subsidiary to the extent of its knowledge, any of its Affiliates or agent their respective brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan, is any of the following: (aA) a Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions ofprohibitions contained in, the Executive Order, Order or the OFAC regulations; (bB) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions ofprohibitions contained in, the Executive Order, Order or the OFAC regulations; (cC) a Person or entity with whom any which the Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ; (dD) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, Order or the OFAC regulations; or (eE) a Person or entity that is named as a “specially designated national and blocked person” on the most current list of “Specially Designated Nationals and Blocked Persons” published by the United States Treasury Department Office of Foreign Asset Control OFAC at its official website or any replacement website or other replacement official publication of such list or list.
(fiii) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither the Borrower, to the Credit Parties’ extent of its knowledge, nor any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan (iA) 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 the preceding sentenceclause (ii) above, (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive OrderOrder or the OFAC regulations, or (iiiC) 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 the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Samples: Senior Secured Term Loan Facility Agreement (Navios South American Logistics Inc.)
Anti-Terrorism Laws. (a) No Credit Party or member of Borrower Group, nor an Affiliate of any Subsidiary the foregoing, is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(b) No member of Borrower Group, nor any Affiliate of any of the foregoing, or to her/his/its knowledge, its respective agents acting or benefiting in any capacity in connection with the representations given Loans or other transactions hereunder, is any of the following (each a “Blocked Person”): (i) a Person that is listed in this Section 7.28 shall not be made by nor apply the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a Person with which the Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; (v) a Person that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list; or (vi) a Person who is affiliated or associated with a person or entity listed above.
(c) No member of Borrower Group, nor to the knowledge of Borrowers any of its or their agents acting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Loans or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order.
Appears in 1 contract
Anti-Terrorism Laws. (a) No Credit Loan Party and, to the knowledge of the Borrower or the Guarantor, no Affiliate of any Subsidiary Loan Party is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“"Anti-Terrorism Laws”"), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “"Executive Order”"). , and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) No Credit Loan Party and, to the knowledge of the Borrower or the Guarantor, no Affiliate of any Loan Party, Subsidiary and none of their respective brokers or agent other agents acting or benefiting in any capacity in connection with the Loans Loans, is any of the following:
(ai) a Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ; -21-
(bii) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who or entity that commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order, or (ev) a Person or entity that is named as a “"specially designated national and blocked person” " on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Loan Party or Subsidiary orand, to the Credit Parties’ knowledgeknowledge of the Borrower or the Guarantor, no Affiliate of any Loan Party, and none of their respective brokers or other agents acting or benefiting in any capacity in connection with the Loans 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 Person described in the preceding sentenceclause (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party or (a) Neither Borrower nor, to the knowledge of the Borrower, any Subsidiary of its Affiliates is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“"Anti-Terrorism Laws”"), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “"Executive Order”"). No Credit Party, Subsidiary and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) Neither Borrower nor, to the knowledge of the Borrower, any Affiliate or other agent of Borrower acting or benefiting in any capacity in connection with the Loans Term Loan is any of the following: (ai) a Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ; (bii) a Person person owned or controlled by, or acting for or on behalf of, any Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ; (ciii) a Person person with whom any which the Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ; (div) a Person who person that commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order, ; or (ev) a Person person that is named as a “"specially designated national and blocked person” " on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control ("OFAC") at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither Borrower nor, to the Credit Parties’ knowledgeknowledge of the Borrower, other agents any agent of any Affiliate acting or benefiting in any capacity in connection with the Loans Term Loan (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person person described in the preceding sentenceparagraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Samples: Loan and Security Agreement (DE Acquisition 2, Inc.)
Anti-Terrorism Laws. No Credit Party or (a) Neither the Borrower nor, to the knowledge of the Borrower, any Subsidiary of its Affiliates is in violation of any Applicable Requirement of Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary or agent acting or benefiting in and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107‑56.
(b) Neither the Borrower nor, to the knowledge of the Borrower, any capacity in connection with of its Affiliates is any of the Loans is following:
(ai) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in on the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom any Lender the Borrower is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person that is named as a “specially designated national and or blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither the Borrower nor, to the Credit Parties’ knowledgeknowledge of the Borrower, other agents acting or benefiting in any capacity in connection with the Loans of its Affiliates (i) 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 clause (b)(i), (ii), (iii) or (v) above or, to the preceding sentenceknowledge of the Borrower, clause (b)(iv) above; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests interest in any property blocked pursuant to the Executive Order, ; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(d) No broker or other agent is acting for the foregoing, benefit of the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada Borrower or any province thereof and that carries on business of its Affiliates, or benefiting in whole or any capacity, in part each case in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act (Canada) or any similar lawRelated Documents.
Appears in 1 contract
Samples: Lender Rate Mode Covenants Agreement (Tucson Electric Power Co)
Anti-Terrorism Laws. (a) No Credit Loan Party nor any director, officer, agent, employee or Affiliate of any Subsidiary Loan Party is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(b) No Loan Party nor any director, officer, agent, employee or Affiliate of any Loan Party acting or benefiting in any capacity in connection with the foregoingLoans, the representations given Letters of Credit, the Transactions or the other transactions hereunder, is any of the following (each a “Blocked Person”):
(i) a Person that is listed in this Section 7.28 shall not be made by nor apply the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;
(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;
(iii) a Person with which the Administrative Agent or any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” (as defined in Executive Order No. 13224);
(v) a Person that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the United States Treasury Department’s Office of Canada Foreign Asset Control (“OFAC”) at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list; or
(vi) a Person affiliated or associated with any Person referred to in whole Section 7.09(b)(i) through Section 7.09(b)(v) above.
(c) No Loan Party nor any director, officer, agent, employee or Affiliate of any Loan Party acting in part any capacity in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Loans, the Letters of Credit or Transactions (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.
(d) No Loan Party nor any director, officer, agent, employee or Affiliate of any Loan Party acting or benefiting in any capacity in connection with the Loans, the Letters of Credit, the Transactions or the other transactions hereunder is a Sanctioned Person.
(e) The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, agents, employees and Affiliates with Sanctions and Anti-Terrorism Laws in all respects.
Appears in 1 contract
Samples: Credit Agreement (Hornbeck Offshore Services Inc /La)
Anti-Terrorism Laws. (a) No Credit Party or member of Borrower Group, nor an Affiliate of any Subsidiary the foregoing, is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(b) No member of Borrower Group, nor any Affiliate of any of the foregoing, or to her/his/its knowledge, its respective agents acting or benefiting in any capacity in connection with the representations given Loans or other transactions hereunder, is any of the following (each a “Blocked Person”): (i) a Person that is listed in this Section 7.28 shall not be made by nor apply the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a Person with which the Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; (v) a Person that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list; or (vi) a Person who is affiliated or associated with a person or entity listed above.
(c) No member of Borrower Group, nor to the knowledge of Borrower any of its or their agents acting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Loans or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order.
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party or any Subsidiary (a) The Authority is not in violation of any Applicable Law Laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the ““ Executive Order”). No Credit Party, Subsidiary or agent acting or benefiting in and the Patriot Act;
(i) The A uthority i s not any capacity in connection with of the Loans is fd I owi ng:
(aA) a Person that is listed in i s I i sted i n the Annex annex to, or is otherwise i s otherwi se subject to the provisions of, the Executive Order, ;
(bB) a Person owned or controlled contrdled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(cC) a Person with whom any Lender which either Xxxxxx is prohibited from dealing or otherwise engaging in otherwi se engagi ng i n any transaction transacti on by any Anti-Terrorism Law, A nti -Terrori sm L aw;
(dD) a Person who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(eE) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control (“OFAC”) or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication repl acement offi ci al publ i cati on of such list or I i st; and
(fii) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ best of the Authority’s knowledge, other agents acting or benefiting in any capacity in connection with the Loans Authority (iA) conducts does not conduct any business or engages engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in the preceding sentencesubsection (i) abcve, (iiB) deals does not deal in, or otherwise engages engage in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, Order or (iiiC) engages in does not engage i n or conspires conspi re to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts attempt to violate, any of the prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Samples: Revolving Credit Agreement
Anti-Terrorism Laws. No Credit Party or any Subsidiary (i) Borrower is not in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”)) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(ii) Borrower is not a Prohibited Person. No Credit Party, Subsidiary or agent acting or benefiting in A “Prohibited Person” is any capacity in connection with of the Loans is following:
(a) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c) a Person person or entity with whom any Lender bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or list.
(fiii) a Canadian Blocked Person. No Credit Party or Subsidiary orTo the Borrower’s Knowledge, to the Credit Parties’ knowledge, other agents acting or benefiting in any capacity in connection with the Loans Borrower (i1) conducts has not conducted any business or engages engaged in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in the preceding sentenceProhibited Person, (ii2) deals has not dealt in, or otherwise engages engaged in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, and (3) has not engaged in or conspired to engage in any transaction that evaded or avoided, or had the purpose of evading or avoiding, or attempted to violate, any of the prohibitions set forth in any Anti-Terrorism Law.
(iv) The Borrower shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii3) engages engage in or conspires conspire 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 the any Anti-Terrorism Laws. Notwithstanding Law (and Borrower shall deliver to the foregoingLender any certification or other evidence requested from time to time by the Lender in its reasonable discretion, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawconfirming Borrower’s compliance herewith).
Appears in 1 contract
Samples: Loan and Security Agreement (Griffin Industrial Realty, Inc.)
Anti-Terrorism Laws. No Credit Party or (a) Borrower has not received any Subsidiary is in notice of its violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”)) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) Borrower is not listed as Prohibited Persons and has not received notice that any of the persons with whom it conducts business are Prohibited Persons. No Credit Party, Subsidiary or agent acting or benefiting in A “Prohibited Person” is any capacity in connection with of the Loans is following:
(ai) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person person or entity with whom any Lender bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or benefiting in any capacity in connection with the Loans Borrower has not received notice that it (i) 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 the preceding sentenceProhibited Person, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 Law.
(d) Borrower shall not be made by nor apply (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person that qualifies as known by Borrower to be a corporation that is registered Prohibited Person, (ii) deal in, or incorporated under otherwise engage in any transaction relating to, any property or interests in property known by Borrower to be blocked pursuant to the laws of Canada Executive Order or any province thereof and other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in any transaction that carries on business in whole evades or in part in Canada within avoids, or has the meaning purpose of Section 2 evading or avoiding, or attempts to violate, any of the Foreign Extraterritorial Measures prohibitions set forth in any Anti-Terrorism Law (United States) Orderand Borrower shall deliver to Bank any certification or other evidence requested from time to time by Bank in its reasonable discretion, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawconfirming Borrower’s compliance herewith).
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party or (i) None of the Borrower, any Subsidiary of its Subsidiaries or, to the Borrower’s knowledge, any of its other Affiliates is in violation of any Applicable Law laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Patriot Act.
(ii) None of the Borrower, Subsidiary any of its Subsidiaries or, to the Borrower’s knowledge, any of its other Affiliates, or agent any of its brokers or other agents acting or benefiting in from the Facility is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(a1) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Anti- Terrorism Law, ;
(d4) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e5) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or list.
(fiii) a Canadian Blocked Person. No Credit Party or Subsidiary None of the Borrower, any of its Subsidiaries or, to the Credit Parties’ Borrower’s knowledge, any of its other Affiliates or any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans Facility (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iii3) 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 Law. Borrower shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Laws. Notwithstanding Law, or (3) engage in or conspire to engage in any transaction that evades or avoids, or has the foregoingpurpose of evading or avoiding, the representations given in this Section 7.28 shall not be made by nor apply or attempts to violate, any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures prohibitions set forth in any Anti-Terrorism Law (United States) Orderand Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawconfirming Borrower’s compliance herewith).
Appears in 1 contract
Samples: Term Loan Agreement (Retail Properties of America, Inc.)
Anti-Terrorism Laws. (a) No Credit Party Group Member or any Subsidiary Reporting Affiliate of a Group Member (in the case of Xxxxxx-Xxxxxxx Publishing, LLC, to the best knowledge of the Administrative Borrower after due inquiry) is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw. Notwithstanding No Group Member or Reporting Affiliate of a Group Member (in the foregoingcase of Xxxxxx-Xxxxxxx Publishing, LLC, to the representations given best knowledge of the Administrative Borrower after due inquiry) (A) conducts any business or engages in this Section 7.28 shall not be made by nor apply making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.
(b) No Group Member or Reporting Affiliate of a Group Member (in the case of Xxxxxx-Xxxxxxx Publishing, LLC for purposes of clauses (C), (D), and (F) below, to the best knowledge of the Administrative Borrower after due inquiry), or to any Group Member's knowledge, any of their respective agents acting or benefiting in any capacity in connection with the making of the Term Loans or the other transactions hereunder, is any of the following (each a "Blocked Person"): (A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (B) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (C) a Person with which any Agent or any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (D) a Person that commits, threatens or conspires to commit or supports "terrorism" as defined in Executive Order No. 13224; (E) a Person that is named as a corporation that is registered or incorporated under "specially designated national" on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business in whole replacement website or in part in Canada within the meaning other replacement official publication of Section 2 of the Foreign Extraterritorial Measures such list; or (United StatesF) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict Person who is affiliated with the Foreign Extraterritorial Measures Act (Canada) or any similar lawa Person listed above.
Appears in 1 contract
Anti-Terrorism Laws. (a) No Credit Party or Loan Party, or, to the knowledge of any Subsidiary Loan Party, any of its Subsidiaries, is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw.
(b) None of the Loan Parties, nor, to the knowledge of the Loan Parties, any Subsidiaries of any Loan Party or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a “Blocked Person“):
(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. Notwithstanding the foregoing13224;
(ii) a Person owned or controlled by, the representations given in this Section 7.28 shall not be made by nor apply to or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;
(iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;
(v) a Person that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the United States Treasury Department’s Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list; or
(vi) a Person who is affiliated or associated with a person listed above.
(c) No Loan Party, or to the knowledge of any Loan Party, any of its agents acting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Loans, Letters of Credit or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.
Appears in 1 contract
Samples: Credit Agreement (Intersil Corp/De)
Anti-Terrorism Laws. No Credit Party or any Subsidiary is (i) The Company and its Subsidiaries are not in violation of any Applicable Law requirement of law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and including, without limitation, Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 and Canadian Anti-Money Laundering & Anti-Terrorism Legislation.
(ii) To the knowledge of the Company, neither the Company nor its Subsidiaries or broker or other agent of the Company or its Subsidiaries acting or benefiting in any capacity in connection with the Loans Transaction is any of the following (aA) a Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ; (bB) a Person person owned or controlled by, or acting for or on behalf of, any Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ; (cC) a Person person with whom any Lender which the Plan Sponsors is prohibited from dealing or otherwise engaging in any transaction by any Anti-Anti- Terrorism Law, ; (dD) a Person who person that commits, threatens or conspires to commit acts of, or supports supports, “terrorism” as defined in the Executive Order, ; or (eE) a Person person that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list or list.
(fiii) a Canadian Blocked Person. No Credit Party or Subsidiary orTo the knowledge of the Company, to neither the Credit Parties’ knowledge, other agents acting or benefiting in Company nor any capacity in connection with the Loans of its Subsidiaries (iA) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person person described in the preceding sentenceclause (ii) above, (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iiiC) 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 the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
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Anti-Terrorism Laws. (a) No Credit Loan Party or nor, to the knowledge of any Subsidiary of the Loan Parties, any of its Affiliates is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit , and the USA PATRIOT Act;
(b) The Loan Parties and, to the knowledge of any Loan Party, Subsidiary any of its brokers or agent other agents acting in any capacity in connection with the Loans have conducted their business in compliance with Anti-Corruption Laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws;
(c) No Loan Party or, to the knowledge of any of the Loan Parties, any of their Affiliates or their Affiliates or their respective brokers or other agents acting or benefiting in any capacity in connection with the Loans is any of the following:
(ai) a Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ;
(ev) a Designated Person;
(vi) a Person that is named as owned or controlled by a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website Designated Person;
(vii) located, organized or any replacement website or other replacement official publication of such list or resident in a Sanctioned Country.
(fd) a Canadian Blocked Person. No Credit Loan Party or Subsidiary or, to the Credit Parties’ knowledgeknowledge of any Loan Party, any of its brokers or other agents acting or benefiting in any capacity in connection with the Loans (i) conducts has directly or indirectly engaged in, or is now directly or indirectly engaged in, any business dealings or engages transactions (x) with any Designated Person, (y) in making any Sanctioned Country, or receiving any contribution (z) otherwise in violation of funds, goods or services to or for the benefit of any Person described in the preceding sentenceSanctions, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
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Anti-Terrorism Laws. No Credit Party (a) None of the Borrower, the Guarantor, nor any of their Subsidiaries or any Subsidiary Affiliates is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(b) None of the foregoingBorrower, the representations given Guarantor, nor any of their Subsidiaries or Affiliates or their respective agents acting or benefiting in any capacity in connection with this Section 7.28 shall not be made by nor apply Agreement or other transactions hereunder, is any of the following (each a “Blocked Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (iii) a Person or entity with which the Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224; (v) a Person or entity that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business in whole replacement website or in part in Canada within the meaning other replacement official publication of Section 2 such list, or (vi) a person or entity who is affiliated or associated with a person or entity listed above. None of the Foreign Extraterritorial Measures (United States) OrderBorrower, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation Guarantor, nor any of or conflict with the Foreign Extraterritorial Measures Act (Canada) their Subsidiaries or any similar lawof their Affiliates acting in any capacity in connection with this Agreement or any other transaction hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Ipec Holdings Inc)
Anti-Terrorism Laws. No (a) Neither Borrower nor, to the knowledge of the Borrower, any of its Affiliates or any Credit Party or any Subsidiary is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No , and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) Neither Borrower nor, to the knowledge of the Borrower, any Affiliate, Credit Party, Subsidiary Party or other agent of Borrower acting or benefiting in any capacity in connection with the Loans is any of the following: (ai) a Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ; (bii) a Person person owned or controlled by, or acting for or on behalf of, any Person person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ; (ciii) a Person person with whom any which the Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ; (div) a Person who person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or (ev) a Person person that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither Borrower nor, to the knowledge of the Borrower, any agent of any Affiliate or any Credit Parties’ knowledge, other agents Party acting or 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 Person person described in the preceding sentenceparagraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Samples: Loan and Security Agreement (Cover All Technologies Inc)
Anti-Terrorism Laws. No Credit Party or (a) Neither the Borrower nor, to the knowledge of the Borrower, any Subsidiary of its Affiliates is in violation of any Applicable Requirement of Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary or agent acting or benefiting in and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(b) Neither the Borrower nor, to the knowledge of the Borrower, any capacity in connection with of its Affiliates is any of the Loans is following:
(ai) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in on the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom any Lender the Borrower is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person that is named as a “specially designated national and or blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither the Borrower nor, to the Credit Parties’ knowledgeknowledge of the Borrower, other agents acting or benefiting in any capacity in connection with the Loans of its Affiliates (i) 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 clause (b)(i), (ii), (iii) or (v) above or, to the preceding sentenceknowledge of the Borrower, clause (b)(iv) above; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests interest in any property blocked pursuant to the Executive Order, ; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(d) No broker or other agent is acting for the foregoing, benefit of the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada Borrower or any province thereof and that carries on business of its Affiliates, or benefiting in whole or any capacity, in part each case in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLoan Documents.
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party or The Debtor hereby represents and warrants that:
(a) Neither the Debtor nor any Subsidiary of its Affiliates is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(b) Neither the foregoingDebtor nor any of its Affiliates, or its or their respective agents acting or benefiting in any capacity in connection with the Advances or other transactions hereunder, is any of the following (each a “Blocked Person”):
(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the representations given Executive Order No. 13224;
(ii) 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 subject to the provisions of, the Executive Order No. 13224;
(iii) a Person or entity with which the Secured Party is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;
(v) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department^ Office of Foreign Asset Control (“OFAC”), at its official website: http:xxx.xxxxx.xxx/xxxx/xxxxxx.xxx or any replacement website or other replacement official publication of such list;
(vi) a Person who is affiliated with a Person listed above; or
(vii) a Person who is listed on any other list of terrorist or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable executive order. The above-referenced lists contained in this Section 7.28 shall not be made by nor apply 3.21 are collectively referred to as the “OFAC Lists”. Neither the Debtor nor, to its knowledge, any Person that qualifies as a corporation that is registered of its Affiliates or incorporated under the laws of Canada or agents acting in any province thereof and that carries on business capacity in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Advances or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.
Appears in 1 contract
Anti-Terrorism Laws. No Credit Party or any Subsidiary (i) None of Parent Guarantor, Borrower and Xxxxxxxx’s Subsidiaries is in violation of any Applicable Law Sanctions Laws and Regulations or any other laws or regulations relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Subsidiary Public Law 107-56.
(ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or agent any of their respective directors, officers, brokers or other agents acting with respect to or benefiting in from this Agreement is a Prohibited Person. A “Prohibited Person” is any capacity in connection with of the Loans is following:
(a1) a Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(b2) a Person person or entity owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(c3) a Person person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(d4) a Person person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(e5) a Person person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or list.
(fiii) a Canadian Blocked Person. No Credit Party or Subsidiary orNone of Parent Guarantor, to the Credit Parties’ knowledge, other agents acting or benefiting in any capacity in connection with the Loans Borrower and Xxxxxxxx’s Subsidiaries (i1) 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 the preceding sentenceProhibited Person, (ii2) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw. Notwithstanding None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the foregoingbenefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 Law (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Xxxxxxxx’s compliance herewith). Borrower shall not request any Loan or Facility Letter of Credit, and Borrower shall not use, and Borrower shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the representations given proceeds of any Loan or Facility Letter of Credit (i) in this Section 7.28 shall not be made by nor apply 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 any Anti-Corruption Laws or (ii) in any manner that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a the violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar law.applicable Sanctions Laws and Regulations
Appears in 1 contract
Anti-Terrorism Laws. No Credit (a) None of the Borrower, any Loan Party or any Subsidiary of their respective Subsidiaries or their respective directors or officers (limited, in the case of directors and officers of Subsidiaries of the Borrower, to the knowledge of a Responsible Officer of the Borrower), nor, to the knowledge of a Responsible Officer of the Borrower, any of their respective employees, is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism LawsLaw.
(a) None of the Borrower, any Loan Party or any of their respective Subsidiaries or their respective directors or officers (limited, in the case of directors and officers of Subsidiaries of the Borrower, to the knowledge of a Responsible Officer of the Borrower), nor, to the knowledge of a Responsible Officer of the Borrower, any of their respective employees or agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a “Blocked Person”):
(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. Notwithstanding the foregoing13224;
(ii) a Person owned or controlled by, the representations given in this Section 7.28 shall not be made by nor apply to or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;
(iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;
(v) a Person that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the United States Treasury Department’s Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business in whole replacement website or in part in Canada within the meaning other replacement official publication of Section 2 such list; or
(vi) a Person who is affiliated or associated with a person listed above.
(b) None of the Foreign Extraterritorial Measures Borrower, any Loan Party or any of their respective Subsidiaries or their respective directors or officers (United States) Orderlimited, 1992 passed under in the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result case of directors and officers of Subsidiaries of the Borrower, to the knowledge of a Responsible Officer of the Borrower), nor, to the knowledge of a Responsible Officer of the Borrower, any of their respective employees or agents acting in a violation of or conflict any capacity in connection with the Foreign Extraterritorial Measures Act Loans, Letters of Credit or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.
Appears in 1 contract
Samples: Credit Agreement (Microsemi Corp)
Anti-Terrorism Laws. No Credit Party or (a) Neither the Applicant nor, to the knowledge of the Applicant, any Subsidiary of its Affiliates is in violation of any Applicable Requirement of Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary or agent acting or benefiting in and the PATRIOT Act.
(b) Neither the Applicant nor, to the knowledge of the Applicant, any capacity in connection with of its Affiliates is any of the Loans is following:
(ai) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in on the Annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom any Lender the Applicant is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person that is named as a “specially designated national and or blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither the Applicant nor, to the Credit Parties’ knowledgeknowledge of the Applicant, other agents acting or benefiting in any capacity in connection with the Loans of its Affiliates (i) 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 clause (b)(i), (ii), (iii) or (v) above or, to the preceding sentenceknowledge of the Applicant, clause (b)(iv) above; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests interest in any property blocked pursuant to the Executive Order, ; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the any Anti-Terrorism LawsLaw.
(d) No broker or other agent (other than the Lead Arranger in connection with the syndication of the credit facilities established by this Agreement) is acting for the benefit of the Applicant or any of its Affiliates, or benefiting in any capacity, in each case in connection with the Credit Documents or the Related Documents. Notwithstanding All representations and warranties made under this Agreement shall be made and shall be true at and as of (a) the foregoingdate hereof, (b) the Closing Date, and (c) the time of each Liquidity Advance in respect of the interest component of the purchase price of the Bonds and the corresponding Pledged Bonds, except that any representation and warranty specifically referring to the date hereof or any other specified date shall, when deemed made at a later time pursuant to this Article IV, be required to be true only as of the date hereof or such other specified date, as the case may be. All representations and warranties made by the Applicant in this Agreement, and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, shall (i) be considered to have been relied upon by the Administrative Agent, the representations given Issuing Bank and the Banks, (ii) survive the issuance of the Letter of Credit regardless of any investigation made by, or on behalf of, any Bank, and (iii) continue in this Section 7.28 full force and effect as long as the Letter of Credit shall not be made by nor apply to remain outstanding or any Person that qualifies as a corporation that is registered or incorporated amounts drawn under the laws Letter of Canada Credit or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed Obligations remain outstanding under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawthis Agreement.
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Anti-Terrorism Laws. No (a) None of the Credit Party Parties nor or any Subsidiary Affiliate of any Credit Party, is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(b) None of the foregoingCredit Parties, nor or any Affiliate of any Credit Party, or their respective agents acting or benefiting in any capacity in connection with the Term A Loan or other transactions hereunder, is any of the following (each a “Blocked Person”):
(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the representations given in this Section 7.28 shall not be made by nor apply to Executive Order No. 13224;
(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;
(iii) a Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;
(v) a Person or entity that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list; or
(vi) a Person or entity who is affiliated or associated with a person or entity listed above.
(c) No Credit Party, or to the knowledge of any Credit Party any of its agents acting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Term A Loan or other transactions hereunder, (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.
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Anti-Terrorism Laws. No Credit Party or any Subsidiary The District hereby represents and warrants that:
(a) The District is not in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Law applicable to the District or engaged in or conspiring 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 Laws”), including Law.
(b) Neither the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary or agent District nor any of its agents acting or benefiting in any capacity in connection with this Agreement or other transactions hereunder, is any of the Loans is following (aeach a “Blocked Person”);
(i) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, (b) Order No. 13224; a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, Order No. 13224;
(cii) a Person or entity with whom any which the Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(diii) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, Order No. 13224;
(eiv) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control (“OFAC”) at its official website website: http:xxx.xxxxx.xxx/xxxxxxxxxx.xxx or any replacement website or other replacement official publication of such list or list;
(fv) a Canadian Blocked PersonPerson who is affiliated with a Person listed above; or
(vi) a Person who is listed on any other list of terrorist or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable executive order. No Credit Party or Subsidiary orThe above-referenced lists contained in this Section 27 are collectively referred to as the “OFAC Lists.”
(c) Neither the District nor, to the Credit Parties’ its knowledge, other any of its agents acting or benefiting in any capacity in connection with the Loans this Agreement or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person described in the preceding sentence, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive OrderOrder No. 13224.
(d) The District and its agents shall not (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224, (iii) engages permit the transfer of any interest in either the District or its agents to any Blocked Person or any beneficial owner of such Blocked Person or (iv) engage in or conspires conspire 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 the Anti-Terrorism LawsExecutive Order No. Notwithstanding 13224 or the foregoingUSA Patriot Act. The District acknowledges that pursuant to the requirements of the USA Patriot Act, the representations given in this Section 7.28 shall not be made by nor apply Lender is required to any Person obtain, verify and record information that qualifies as a corporation that is registered or incorporated under identifies the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawDistrict.
Appears in 1 contract
Samples: Continuing Covenants Agreement
Anti-Terrorism Laws. No Credit Party (a) None of the parties to this Agreement or any Subsidiary Affiliate thereof, is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(b) None of the foregoingparties to this Agreement, or any Affiliate thereof, or their respective agents acting or benefiting in any capacity in connection with the Revolving Advances, Letters of Credit or other transactions hereunder, is any of the following (each a "Blocked Person"):
(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the representations given in this Section 7.28 shall not be made by nor apply to Executive Order No. 13224;
(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;
(iii) a Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order No. 13224;
(v) a Person or entity that is named as a corporation that is registered or incorporated under "specially designated national" on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof replacement website or other replacement official publication of such list, or
(vi) a person or entity who is affiliated or associated with a person or entity listed above.
(c) No party to this Agreement or to the knowledge of any such party, any of its agents acting in any capacity in connection with the Revolving Advances, Letters of Credit or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.
(d) The parties to this Agreement and their respective Affiliates and agents shall not (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224; or (iii) engage in or conspire to engage in any transaction that carries on business in whole evades or in part in Canada within avoids, or has the meaning purpose of Section 2 evading or avoiding, or attempts to violate, any of the Foreign Extraterritorial Measures (United States) Orderprohibitions set forth in the Executive Order No. 13224, 1992 passed under the Foreign Extraterritorial Measures USA Patriot Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawother Anti-Terrorism Law. Borrower shall deliver to Agent and Lenders any certification or other evidence requested from time to time by Agent or any Lender in their respective discretion, confirming Borrower's compliance with this Section 15.20.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Robotic Vision Systems Inc)
Anti-Terrorism Laws. No Credit Party or (a) Neither the Company nor, to the Company’s knowledge, any Subsidiary Affiliates of the Company, is in violation of any Applicable Law laws relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Terrorist Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, signed into law October 26, 2001 (the “USA Patriot Act”).
(b) Neither the Company nor, to the Company’s knowledge, any Affiliates of the Company, or agent brokers or other agents of such Person acting or benefiting in any capacity in connection with the Loans Note hereunder, is any of the following:
(ai) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(bii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, ;
(ciii) a Person with whom any Lender the Purchaser is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(div) a Person who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, ; or
(ev) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States USA Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list or list.
(fc) a Canadian Blocked Person. No Credit Party or Subsidiary orNeither the Company nor, to the Credit Parties’ Company’s knowledge, any Affiliates of the Company, or brokers or other agents of such Person acting or benefiting in any capacity in connection with the Loans Note hereunder, (i) 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 the preceding sentenceclause (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding the foregoing, the representations given in this Section 7.28 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawLaw.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Cti Industries Corp)
Anti-Terrorism Laws. No Credit Party or any Subsidiary The District hereby represents and warrants that:
(a) The District is not in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Law applicable to the District or engaged in or conspiring 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 Laws”), including Law.
(b) Neither the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary or agent District nor any of its agents acting or benefiting in any capacity in connection with this Agreement or other transactions hereunder, is any of the Loans is following (aeach a “Blocked Person”);
(i) a Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, (b) Order No. 13224; a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order, Order No. 13224;
(cii) a Person or entity with whom any Lender which the Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, ;
(diii) a Person who or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, Order No. 13224;
(eiv) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the United States U.S. Treasury Department Office of Foreign Asset Control (“OFAC”) at its official website website: http:xxx.xxxxx.xxx/xxxxxxxxxx.xxx or any replacement website or other replacement official publication of such list or list;
(fv) a Canadian Blocked PersonPerson who is affiliated with a Person listed above; or
(vi) a Person who is listed on any other list of terrorist or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable executive order. No Credit Party or Subsidiary orThe above-referenced lists contained in this Section 27 are collectively referred to as the “OFAC Lists.”
(c) Neither the District nor, to the Credit Parties’ its knowledge, other any of its agents acting or benefiting in any capacity in connection with the Loans this Agreement or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person described in the preceding sentence, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive OrderOrder No. 13224.
(d) The District and its agents shall not (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224, (iii) engages permit the transfer of any interest in either the District or its agents to any Blocked Person or any beneficial owner of such Blocked Person or (iv) engage in or conspires conspire 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 the Anti-Terrorism LawsExecutive Order No. Notwithstanding 13224 or the foregoingUSA Patriot Act. The District acknowledges that pursuant to the requirements of the USA Patriot Act, the representations given in this Section 7.28 shall not be made by nor apply Bank is required to any Person obtain, verify and record information that qualifies as a corporation that is registered or incorporated under identifies the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar lawDistrict.
Appears in 1 contract
Samples: Continuing Covenants Agreement
Anti-Terrorism Laws. (a) No Credit Party or nor Guarantor nor any Subsidiary of any Credit Party or Guarantor is in violation of any Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary Law or agent acting or benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to 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 subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list or (f) a Canadian Blocked Person. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or 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 Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, 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 prohibitions set forth in the any Anti-Terrorism Laws. Notwithstanding Law.
(b) No Credit Party nor Guarantor nor any Subsidiary of any Credit Party or Guarantor, nor to the foregoingknowledge of any Credit Party or Guarantor, their respective agents acting or benefiting in any capacity in connection with the Loans or other transactions hereunder, is any of the following (each a “Blocked Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the representations given in this Section 7.28 shall not be made by nor apply to Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that qualifies is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (iii) a Person or entity with which Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224; (v) a Person or entity that is named as a corporation that is registered or incorporated under “specially designated national” on the laws most current list published by the U.S. Treasury Department Office of Canada Foreign Asset Control at its official website or any province thereof and that carries on business replacement website or other replacement official publication of such list, or (vi) a Person or entity who is affiliated or associated with a Person or entity listed above. No Credit Party nor Guarantor nor any Subsidiary of any Credit Party or Guarantor, nor to the knowledge of any Credit Party or Guarantor, their respective agents acting in whole or any capacity in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict connection with the Foreign Extraterritorial Measures Act Loans or other transactions hereunder (Canadai) conducts any business or engages in making or receiving any similar lawcontribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.
Appears in 1 contract