Common use of Compliance With Laws; Anti-Terrorism Laws Clause in Contracts

Compliance With Laws; Anti-Terrorism Laws. (a) Each Credit Party is in compliance with the requirements of all applicable Laws, except where such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) None of the Credit Parties and, to the knowledge of the Credit Parties, none of their Affiliates (i) is in violation of any Anti-Terrorism Law, (ii) 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, (iii) is a Blocked Person, or is controlled by a Blocked Person, (iv) is acting or will act for or on behalf of a Blocked Person, (v) is associated with, or will become associated with, a Blocked Person or (vi) is providing, or will provide, material, financial or technical support or other services to or in support of acts of terrorism of a Blocked Person. No Credit Party nor, to the knowledge of any Credit Party, any of its Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law. (c) Borrowers acknowledge that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” Laws, whether within Canada or elsewhere (collectively, including any guidelines or orders thereunder, “AML Legislation”), Lenders and Agent may be required to obtain, verify and record information regarding the Credit Parties, their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of such Credit Party, and the transactions contemplated hereby. Credit Parties shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or Agent, or any prospective assign or participant of a Lender or Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. If the Agent has ascertained the identity of any Credit Party or any authorized signatories of any Credit party for the purposes of applicable AML Legislation, then the Agent: (i) shall be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Agent within the meaning of applicable AML Legislation; and (ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. (d) Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each Lender agrees that the Agent has no obligation to ascertain the identity of any Credit Party or any authorized signatories thereof on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Borrower or any such authorized signatory in doing so. (e) Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly use the proceeds of any Loans for any purpose which would breach the Corruption of Foreign Public Officials Act (Canada), the FCPA or other similar legislation in other jurisdictions. Each Credit Party shall conduct its businesses in compliance with applicable anti-corruption laws and maintain policies and procedures designed to promote and achieve compliance with such laws.

Compliance With Laws; Anti-Terrorism Laws. (a) Each Credit Party is in compliance with the requirements of all applicable Laws, except where for such Laws the noncompliance would with which could not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 3.12, (i) each of the Borrower Facilities are registered with the FDA and the Borrowers are in material compliance with all applicable Regulated Product Laws, including, without limitation the FDA’s Dietary Supplement Current Good Manufacturing Practices requirements, and applicable State Law, (ii) as of the Closing Date, except as set forth on Schedule 3.12, there are no pending Regulated Product Compliance Notices still pending against Borrower and (iii) the results of the last inspection by the FDA and applicable State authorities of Borrower’s Facilities are set forth on Schedule 3.12. (c) None of the Credit Parties and, to the knowledge of the Credit Parties, none of their Affiliates (i) is in violation of any Anti-Terrorism Law, (ii) 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, (iii) is a Blocked Person, or is controlled by a Blocked Person, (iv) is acting or will act for or on behalf of a Blocked Person, (v) is associated with, or will become associated with, a Blocked Person or (vi) is providing, or will provide, material, financial or technical support or other services to or in support of acts of terrorism of a Blocked Person. No Credit Party nor, to the knowledge of any Credit Party, any of its Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law. (c) Borrowers acknowledge that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” Laws, whether within Canada or elsewhere (collectively, including any guidelines or orders thereunder, “AML Legislation”), Lenders and Agent may be required to obtain, verify and record information regarding the Credit Parties, their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of such Credit Party, and the transactions contemplated hereby. Credit Parties shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or Agent, or any prospective assign or participant of a Lender or Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. If the Agent has ascertained the identity of any Credit Party or any authorized signatories of any Credit party for the purposes of applicable AML Legislation, then the Agent: (i) shall be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Agent within the meaning of applicable AML Legislation; and (ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. (d) Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each Lender agrees that the Agent has no obligation to ascertain the identity of any Credit Party or any authorized signatories thereof on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Borrower or any such authorized signatory in doing so. (e) Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly use the proceeds of any Loans for any purpose which would breach the Corruption of Foreign Public Officials Act (Canada), the FCPA or other similar legislation in other jurisdictions. Each Credit Party shall conduct its businesses in compliance with applicable anti-corruption laws and maintain policies and procedures designed to promote and achieve compliance with such laws.

Compliance With Laws; Anti-Terrorism Laws. (a) Each Credit Party is in compliance with the requirements of all applicable Laws, except where for such Laws the noncompliance would with which could not reasonably be expected to have a Material Adverse Effect. (b) None of the Credit Parties and, to the knowledge of the Credit Parties, none of their Affiliates (i) is in violation of any Anti-Terrorism Law, (ii) engages in or conspires to engage in any MidCap / HTG / Credit and Security Agreement (Term Loan) \\DC - 036639/000001 - 12092479 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, (iii) is a Blocked Person, or is controlled by a Blocked Person, (iv) is acting or will act for or on behalf of a Blocked Person, (v) is associated with, or will become associated with, a Blocked Person or (vi) is providing, or will provide, material, financial or technical support or other services to or in support of acts of terrorism of a Blocked Person. No Credit Party nor, to the knowledge of any Credit Party, any of its Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law. (c) Borrowers acknowledge that. . All federal and material state and material local tax returns, pursuant reports and statements required to be filed by or on behalf of each Credit Party have been filed with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed and, except to the Proceeds of Crime extent subject to a Permitted Contest, all federal and material state and local Taxes (Money Laundering) and Terrorist Financing Act (Canadaincluding real property Taxes) and other applicable anti-money launderingcharges shown to be due and payable in respect thereof have been timely paid prior to the date on which any fine, anti-terrorist financingpenalty, government sanction and “know your client” Lawsinterest, whether within Canada late charge or elsewhere (collectively, including any guidelines or orders thereunder, “AML Legislation”), Lenders and Agent loss may be added thereto for nonpayment thereof. Except to the extent subject to a Permitted Contest, all material state and local sales and use Taxes required to obtainbe paid by each Credit Party have been paid. All federal and state returns have been filed by each Credit Party for all periods for which returns were due with respect to employee income tax withholding, verify social security and record information regarding unemployment taxes, and, except to the Credit Partiesextent subject to a Permitted Contest, their respective directorsthe amounts shown thereon to be due and payable have been paid in full or adequate provisions therefor have been made in each case in all material respects. For purposes of this Section 3.13, authorized signing officersany state or local tax, direct assessment, deposit or indirect shareholders or other Persons in control of such Credit Partycontribution, and any return with respect thereto, shall not be considered “material” if it is equal to or less than $50,000 in the transactions contemplated hereby. Credit Parties shall promptly provide aggregate for all such information, including supporting documentation taxes and other evidence, as may the nonpayment thereof or failure to file could not reasonably be reasonably requested by any Lender or Agent, or any prospective assign or participant of a Lender or Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. If the Agent has ascertained the identity of any Credit Party or any authorized signatories of any Credit party for the purposes of applicable AML Legislation, then the Agent: (i) shall be deemed expected to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Agent within the meaning of applicable AML Legislation; and (ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completenessMaterial Adverse Effect. (d) Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each Lender agrees that the Agent has no obligation to ascertain the identity of any Credit Party or any authorized signatories thereof on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Borrower or any such authorized signatory in doing so. (e) Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly use the proceeds of any Loans for any purpose which would breach the Corruption of Foreign Public Officials Act (Canada), the FCPA or other similar legislation in other jurisdictions. Each Credit Party shall conduct its businesses in compliance with applicable anti-corruption laws and maintain policies and procedures designed to promote and achieve compliance with such laws.

Compliance With Laws; Anti-Terrorism Laws. (a) Each Credit Party is in compliance with the requirements of all applicable Laws, except where for such Laws the noncompliance would with which could not reasonably be expected to have a Material Adverse Effect. (b) None of the Credit Parties and, to the knowledge of the Credit Parties, none of their Affiliates (i) is in violation of any Anti-Terrorism Law, (ii) 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, (iii) is a Blocked Person, or is controlled by a Blocked Person, (iv) is acting or will act for or on behalf of a Blocked Person, (v) is associated with, or will become associated with, a Blocked Person or (vi) is providing, or will provide, material, financial or technical support or other services to or in support of acts of terrorism of a Blocked Person. No Credit Party nor, to the knowledge of any Credit Party, any of its Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law. (c) Borrowers acknowledge that. . All federal and material state and material local tax returns, pursuant reports and statements required to be filed by or on behalf of each Credit Party have been filed with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed and, except to the Proceeds of Crime extent subject to a Permitted Contest, all federal and material state and local Taxes (Money Laundering) and Terrorist Financing Act (Canadaincluding real property Taxes) and other applicable anti-money launderingcharges shown to be due and payable in respect thereof have been timely paid prior to the date on which any fine, anti-terrorist financingpenalty, government sanction and “know your client” Lawsinterest, whether within Canada late charge or elsewhere (collectively, including any guidelines or orders thereunder, “AML Legislation”), Lenders and Agent loss may be added thereto for nonpayment thereof. Except to the extent subject to a Permitted Contest, all material state and local sales and use Taxes required to obtainbe paid by each Credit Party have been paid. All federal and state returns have been filed by each Credit Party for all periods for which returns were due with respect to employee income tax withholding, verify social security and record information regarding unemployment taxes, and, except to the extent subject to a Permitted Contest, the amounts shown thereon to be due and payable have been paid in full or adequate provisions therefor have been made in each case in all material respects. For purposes of MidCap / HTG / Credit Partiesand Security Agreement (Revolving Loan) \\DC - 036639/000001 - 12092487 this Section 3.13, their respective directorsany state or local tax, authorized signing officersassessment, direct deposit or indirect shareholders or other Persons in control of such Credit Partycontribution, and any return with respect thereto, shall not be considered “material” if it is equal to or less than $50,000 in the transactions contemplated hereby. Credit Parties shall promptly provide aggregate for all such information, including supporting documentation taxes and other evidence, as may the nonpayment thereof or failure to file could not reasonably be reasonably requested by any Lender or Agent, or any prospective assign or participant of a Lender or Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. If the Agent has ascertained the identity of any Credit Party or any authorized signatories of any Credit party for the purposes of applicable AML Legislation, then the Agent: (i) shall be deemed expected to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Agent within the meaning of applicable AML Legislation; and (ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completenessMaterial Adverse Effect. (d) Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each Lender agrees that the Agent has no obligation to ascertain the identity of any Credit Party or any authorized signatories thereof on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Borrower or any such authorized signatory in doing so. (e) Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly use the proceeds of any Loans for any purpose which would breach the Corruption of Foreign Public Officials Act (Canada), the FCPA or other similar legislation in other jurisdictions. Each Credit Party shall conduct its businesses in compliance with applicable anti-corruption laws and maintain policies and procedures designed to promote and achieve compliance with such laws.

Compliance With Laws; Anti-Terrorism Laws. (a) Each Credit Party is in compliance with the requirements of all applicable Laws, except where for such Laws the noncompliance would with which could not reasonably be expected to have a Material Adverse Effect. (b) None of the Credit Parties and, to the knowledge of the Credit Parties, none of their Affiliates (i) is in violation of any Anti-Terrorism Law, (ii) 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, (iii) is a Blocked Person, or is controlled by a Blocked Person, (iv) is acting or will act for or on behalf of a Blocked Person, (v) is associated with, or will become associated with, a Blocked Person or (vi) is providing, or will provide, material, financial or technical support or other services to or in support of acts of terrorism of a Blocked Person. No Credit Party nor, to the knowledge of any Credit Party, any of its Affiliates or agents acting 90315629_11 or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law. . . The authorized equity securities of each of the Credit Parties as of the Closing Date are as set forth on Schedule 3.14. All issued and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such equity securities were issued in compliance with all applicable Laws. The identity of the holders of the equity securities of each of the Credit Parties (c) Borrowers acknowledge that, pursuant to the Proceeds of Crime (Money Launderingother than Sarepta) and Terrorist Financing Act (Canada) and other applicable antithe percentage of their fully-money laundering, anti-terrorist financing, government sanction and “know your client” Laws, whether within Canada or elsewhere (collectively, including any guidelines or orders thereunder, “AML Legislation”), Lenders and Agent may be required to obtain, verify and record information regarding diluted ownership of the equity securities of each of the Credit Parties, their respective directors, authorized signing officers, direct or indirect shareholders Parties (other than Sarepta) as of the Closing Date is set forth on Schedule 3.14. No shares of the capital stock or other Persons in control equity securities of such any Credit Party, other than those described above, are issued and outstanding as of the transactions contemplated hereby. Credit Parties shall promptly provide all such information, including supporting documentation and other evidenceClosing Date (or in the case of Sarepta, as may be reasonably requested by any Lender of March 31, 2017). Except as set forth on Schedule 3.14, as of the Closing Date (or Agentin the case of Sarepta, as of March 31, 2017), there are no preemptive or any prospective assign other outstanding rights, options, warrants, conversion rights or participant of a Lender similar agreements or Agent, in order to comply with any applicable AML Legislation, whether now understandings for the purchase or hereafter in existence. If the Agent has ascertained the identity of acquisition from any Credit Party or any authorized signatories of any Credit party for the purposes of applicable AML Legislation, then the Agent: (i) shall be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Agent within the meaning of applicable AML Legislation; and (ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. (d) Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each Lender agrees that the Agent has no obligation to ascertain the identity equity securities of any Credit Party or any authorized signatories thereof on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Borrower or any such authorized signatory in doing soentity. (e) Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly use the proceeds of any Loans for any purpose which would breach the Corruption of Foreign Public Officials Act (Canada), the FCPA or other similar legislation in other jurisdictions. Each Credit Party shall conduct its businesses in compliance with applicable anti-corruption laws and maintain policies and procedures designed to promote and achieve compliance with such laws.

Compliance With Laws; Anti-Terrorism Laws. (a) Each Credit Party is in compliance with the requirements of all applicable Laws, (including all applicable Healthcare Laws and U.S. and non-U.S. export control laws and regulations, including without limitation the Export Administration Regulations), except where for such Laws the noncompliance would with which could not reasonably be expected to have a Material Adverse Effect. (b) None of the Credit Parties and, to the knowledge of the Credit Parties, none of their Affiliates or their respective directors, officers, employees, or agents (i) is in violation of any Anti-Corruption Law, Anti-Terrorism Law, or Sanctions, (ii) 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-Corruption Law, Anti-Terrorism Law, or Sanctions (iii) is a Blocked Person, or is owned or controlled by a Blocked Person, (iv) is acting or will act for or on behalf of a Blocked Person, (v) is associated with, or will become associated with, a Blocked Person or (vi) is providing, or will provide, material, financial or technical support or other services to or in support of acts of terrorism of a Blocked Person. No Credit Party nor, to the knowledge of any Credit Party, any of its Affiliates or agents acting their respective directors, officers, employees, or benefiting in any capacity in connection with the transactions contemplated by this Agreementagents, (A) conducts any business or engages in making or receiving any contribution of funds, goods or services directly or indirectly to or for the benefit of any Blocked PersonPerson or Sanctioned Country, or (B) deals in, or otherwise engages in any transaction directly or indirectly relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other any Anti-Terrorism Law. (c) Borrowers acknowledge that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” Laws, whether within Canada Law or elsewhere (collectively, including any guidelines or orders thereunder, “AML Legislation”), Lenders and Agent may be required to obtain, verify and record information regarding the Credit Parties, their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of such Credit Party, and the transactions contemplated hereby. Credit Parties shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or Agent, Sanctions or any prospective assign or participant of a Lender or Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. If the Agent has ascertained the identity of any Credit Party or any authorized signatories of any Credit party for the purposes of applicable AML Legislation, then the Agent: (i) shall be deemed to have done so as an agent for each Lender, Canadian Economic Sanctions and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Agent within the meaning of applicable AML Legislation; and (ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. (d) Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each Lender agrees that the Agent has no obligation to ascertain the identity of any Credit Party or any authorized signatories thereof on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Borrower or any such authorized signatory in doing so. (e) Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly use the proceeds of any Loans for any purpose which would breach the Corruption of Foreign Public Officials Act (Canada), the FCPA or other similar legislation in other jurisdictionsExport Control Laws. Each Credit Party shall conduct its businesses has implemented and maintains in compliance with applicable anti-corruption laws and maintain effect policies and procedures designed to promote ensure compliance by such Credit Party, its Affiliates, and achieve compliance their respective directors, officers, employees, and agents with such lawsAnti-Corruption Laws, Anti-Terrorism Laws, and Sanctions.

Compliance With Laws; Anti-Terrorism Laws. (a) Each Credit Party is in compliance with the requirements of all applicable Laws, except where such noncompliance would not reasonably be expected to have a Material Adverse Effect. (b) . None of the Credit Parties and, to the knowledge of the Credit Parties, none of their controlled Affiliates (i) is in violation of any Anti-Terrorism Law, (ii) 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, (iii) is a Blocked Person, or is controlled by a Blocked Person, (iv) is acting or will act for or on behalf of a Blocked Person, (v) is associated with, or will become associated with, a Blocked Person or (vi) is providing, or will provide, material, financial or technical support or other services to or in support of acts of terrorism of a Blocked Person. No Credit Party nor, to the knowledge of any Credit Party, any of its controlled Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (A) conducts any business or engages in making or receiving any contribution of funds, goods or services directly or indirectly to or for the benefit of any Blocked PersonPerson or Sanctioned Country, or (B) deals in, or otherwise MidCap / ATEC / Credit, Security and Guaranty Agreement engages in any transaction directly or indirectly relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law. (c) Borrowers acknowledge that. . All federal, pursuant material state, foreign and local income tax returns, and all other material tax returns, reports or statements required to be filed by or on behalf of each Credit Party have been filed with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed and, except to the Proceeds of Crime extent subject to a Permitted Contest or as set forth on Schedule 3.13 on the Closing Date, all material Taxes (Money Laundering) and Terrorist Financing Act (Canadaincluding real property Taxes) and other applicable anti-money launderingcharges shown to be due and payable in respect thereof have been timely paid prior to the date on which any fine, anti-terrorist financingpenalty, government sanction interest, late charge or loss may be added thereto for nonpayment thereof. Except to the extent subject to a Permitted Contest or as set forth on Schedule 3.13 on the Closing Date, all material state and “know your client” Lawslocal sales and use Taxes required to be paid by each Credit Party have been paid. All federal income and other material federal and state returns have been filed by each Credit Party for all periods for which returns were due with respect to employee income tax withholding, whether within Canada social security and unemployment taxes, and, except to the extent subject to a Permitted Contest, the amounts shown thereon to be due and payable have been paid in full or elsewhere adequate provisions therefor have been made. For purposes of this Section 3.13, any federal (collectively, including any guidelines or orders thereunder, “AML Legislation”other than federal income), Lenders and Agent may be required to obtainforeign, verify and record information regarding the Credit Partiesstate or local tax, their respective directorsassessment, authorized signing officers, direct deposit or indirect shareholders or other Persons in control of such Credit Partycontribution, and any return with respect thereto, shall not be considered “material” if it is equal to or less than $500,000 in the transactions contemplated hereby. Credit Parties shall promptly provide aggregate for all such information, including supporting documentation taxes and other evidence, as may the nonpayment thereof or failure to file would not reasonably be reasonably requested by any Lender or Agent, or any prospective assign or participant of a Lender or Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. If the Agent has ascertained the identity of any Credit Party or any authorized signatories of any Credit party for the purposes of applicable AML Legislation, then the Agent: (i) shall be deemed expected to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Agent within the meaning of applicable AML Legislation; and (ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completenessMaterial Adverse Effect. (d) Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each Lender agrees that the Agent has no obligation to ascertain the identity of any Credit Party or any authorized signatories thereof on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Borrower or any such authorized signatory in doing so. (e) Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly use the proceeds of any Loans for any purpose which would breach the Corruption of Foreign Public Officials Act (Canada), the FCPA or other similar legislation in other jurisdictions. Each Credit Party shall conduct its businesses in compliance with applicable anti-corruption laws and maintain policies and procedures designed to promote and achieve compliance with such laws.