Common use of Compliance with OFAC Sanctions Programs and Anti-Corruption Laws Clause in Contracts

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Loan Party. (b) Each Loan Party shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties and their Affiliates necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Party’s ability to provide information applicable to them. (c) If any Loan Party obtains actual knowledge or receives any written notice that any Loan Party, any Subsidiary of any Loan Party, or any officer, director or Affiliate of any Loan Party or that any Person that controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party will, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Facilities, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party will, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 3 contracts

Samples: Credit Agreement (Postal Realty Trust, Inc.), Credit Agreement (Postal Realty Trust, Inc.), Credit Agreement (Postal Realty Trust, Inc.)

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Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in with the requirements of all material respects OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party the Borrower obtains actual knowledge or receives any written notice that the Borrower, any Loan PartyAffiliate, any Subsidiary of any Loan Party, or any officer, director of the Borrower or Affiliate of any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party Neither the Borrower or any Subsidiary will, directly or, to any Loan Partythe Borrower’s or such Subsidiary’s knowledge, indirectly, use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Facilities, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party The Borrower will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan PartiesBorrower, their its Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 3 contracts

Samples: Credit Agreement (LTC Properties Inc), Credit Agreement (LTC Properties Inc), Credit Agreement (LTC Properties Inc)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Loan PartyParty and shall cause each of its Subsidiaries to comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. (b) Each Loan Party shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties Parties, their Affiliates, and their Affiliates Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions ProgramsPrograms and the Beneficial Ownership Regulation; subject however, in the case of Affiliates, to such Loan Party’s ability to provide information applicable to them. (c) If any Responsible Officer of any Loan Party obtains actual knowledge or receives any written notice that any Loan Party, any Subsidiary of any Loan Party, or any officer, director or Affiliate of any Loan Party or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party will, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Facilities, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party will, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 2 contracts

Samples: Credit Agreement (Willdan Group, Inc.), Credit Agreement (Willdan Group, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party AF REIT shall at all times comply in with the requirements of all material respects OFAC Sanctions Programs applicable to AF REIT and shall cause the Borrower and each of the Subsidiaries to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates to, comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartyPerson. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding AF REIT, the Loan Parties Borrower, their Subsidiaries, the Unconsolidated Affiliates, and each of their other Affiliates necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject subject, however, in the case of AffiliatesAffiliates (other than the Subsidiaries), to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party the Borrower obtains actual knowledge or receives any written notice that any Loan PartyAF REIT, the Borrower, any Subsidiary of Subsidiary, any Loan PartyUnconsolidated Affiliate, or any officer, director or Affiliate of any Loan Party thereof or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws Legal Requirements with respect to such OFAC Event (regardless of whether the target Person person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Legal Requirements with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willAF REIT shall not, nor shall it permit the Borrower or any Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates not to, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in except to the extent permissible for a Person required to comply with any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Facilities, whether as underwriter, lender, advisor, investor, or otherwise)Programs. (e) No Loan Party willAF REIT shall not, nor will shall it permit the Borrower or any Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates not to, violate any Anti-Anti Corruption Law in any material respect. (f) Each Loan Party will AF REIT shall, and shall cause the Borrower and each of its Subsidiaries to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates to, maintain in effect policies and procedures designed to ensure compliance in all material respects by AF REIT, the Loan PartiesBorrower, each of their Subsidiaries, and each of their Unconsolidated Affiliates, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 2 contracts

Samples: Credit Agreement (American Finance Trust, Inc), Credit Agreement (American Finance Trust, Inc)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party Global Medical REIT shall at all times comply in with the requirements of all material respects OFAC Sanctions Programs applicable to Global Medical REIT and shall cause the Borrower and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartyPerson. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding Global Medical REIT, the Loan Parties Borrower, its Subsidiaries and each of their other Affiliates necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject subject, however, in the case of AffiliatesAffiliates (other than the Subsidiaries), to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party the Borrower obtains actual knowledge or receives any written notice that any Loan PartyGlobal Medical REIT, the Borrower, any Subsidiary or any other Affiliate of any Loan Party, the Borrower or any officer, director or Affiliate of any Loan Party of the foregoing or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws Legal Requirements with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Legal Requirements with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party will, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Facilities, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party will, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 2 contracts

Samples: Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Loan PartyParty and shall cause each of its Subsidiaries to comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. (ba) Each Loan Party shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties Parties, their Affiliates, and their Affiliates Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions ProgramsPrograms and the Beneficial Ownership Regulation; subject however, in the case of Affiliates, to such Loan Party’s ability to provide information applicable to them. (cb) If any Responsible Officer of any Loan Party obtains actual knowledge or receives any written notice that any Loan Party, any Subsidiary of any Loan Party, or any officer, director or Affiliate of any Loan Party or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any a comprehensive OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (dc) No Loan Party will, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person subject to sanctions designations or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any a comprehensive OFAC Sanctions ProgramsProgram, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Facilities, whether as underwriter, lender, advisor, investor, or otherwise). (ed) No Loan Party will, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (fe) Each Loan Party will maintain in effect policies and procedures reasonably designed to ensure promote and achieve compliance in all material respects by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Performant Financial Corp)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party ARCAF REIT shall at all times comply in with the requirements of all material respects OFAC Sanctions Programs applicable to ARCAF REIT and shall cause the Borrower and each of itsthe Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartyPerson. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding ARCAF REIT, the Loan Parties Borrower, itstheir Subsidiaries and each of their other Affiliates necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject subject, however, in the case of AffiliatesAffiliates (other than the Subsidiaries), to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party the Borrower obtains actual knowledge or receives any written notice that any Loan PartyARCAF REIT, the Borrower, any Subsidiary of any Loan Party, or any officerotherofficer, director or Affiliate of any Loan Party the Borrower is named on the then current OFAC SDN Listthereof or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws Legal Requirements with respect to such OFAC Event (regardless of whether the target Person party included on the OFAC SDN Listtarget person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Legal Requirements with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willAF REIT shall not, nor shall it permit the Borrower or any Subsidiary to, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in except to the extent permissible for a Person required to comply with any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Facilities, whether as underwriter, lender, advisor, investor, or otherwise)Programs. (e) No Loan Party willAF REIT shall not, nor will shall it permit the Borrower or any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party will AF REIT shall, and shall cause the Borrower and each of its Subsidiaries to, maintain in effect policies and procedures designed to ensure compliance in all material respects by AF REIT, the Loan Parties, Borrower and each of their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (American Finance Trust, Inc)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. Section 8.13.Compliance with OFAC Sanctions Programs and Anti-Corruption Laws" \l 2 . (a) Each Loan Party The Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party a Responsible Officer of the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartyBorrower, or any officer, director or Affiliate of Borrower or any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willBorrower will not, nor will it permit any Subsidiary to directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the FacilitiesLoans, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesLoans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willBorrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party Borrower and each Subsidiary will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Partiessuch Persons, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Alpine Income Property Trust, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Loan Party.Party and shall cause each of its Subsidiaries to comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary; (b) Each Loan Party shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties Parties, and their Affiliates Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Party’s ability to provide information applicable to them.; (c) If any Loan Party obtains actual knowledge or receives any written notice that any Loan Party, any Subsidiary of any Loan Party, or any officer, director or Affiliate of any Loan Party or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party will, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Facilities, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party will, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Northern Star Investment Corp. II)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; ​ ​ ​ ​ subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party a Responsible Officer of the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartyBorrower, or any officer, director or Affiliate of Borrower or any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willBorrower will not, nor will it permit any Subsidiary to directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the FacilitiesLoans, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesLoans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willBorrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party Borrower and each Subsidiary will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Partiessuch Persons, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Alpine Income Property Trust, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Loan PartyParty and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. (b) Each Loan Party shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties Parties, their Affiliates, and their Affiliates Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Party’s ability to provide information applicable to them. (c) If any Loan Party obtains actual knowledge or receives any written notice that any Loan Party, any Affiliate or any Subsidiary of any Loan Party, or any officer, director or Affiliate of any Loan Party or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or and the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party will, directly or, to any Loan Party’s actual knowledge, indirectly, use the proceeds of the FacilitiesFacility, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesFacility, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party will, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Shimmick Corp)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party a Responsible Officer of the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan Partythe Borrower, or any officer, director or Affiliate of Borrower or any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).any (d) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary to directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the FacilitiesLoans, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesLoans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party The Borrower and each Subsidiary will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Partiessuch Persons, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (CTO Realty Growth, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in with the requirements of all material respects OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party the Borrower obtains actual knowledge or receives any written notice that the Borrower, any Loan PartyAffiliate, any Subsidiary of any Loan Party, or any officer, director of the Borrower or Affiliate of any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party Neither the Borrower or any Subsidiary will, directly or, to any Loan Partythe Borrower’s or such Subsidiary’s knowledge, indirectly, use the proceeds of the FacilitiesRevolving Credit, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesRevolving Credit, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party The Borrower will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan PartiesBorrower, their its Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (LTC Properties Inc)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party a Responsible Officer of the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartyBorrower, or any officer, director or Affiliate of Borrower or any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willBorrower will not, nor will it permit any Subsidiary to directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the FacilitiesLoans, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesLoans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willBorrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect.. ​ ​ ​ (f) Each Loan Party Borrower and each Subsidiary will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Partiessuch Persons, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Alpine Income Property Trust, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in with the requirements of all material respects OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding the Loan Parties Borrower, its Subsidiaries and their its other Affiliates necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject subject, however, in the case of AffiliatesAffiliates (other than the Subsidiaries), to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartySubsidiary, or any officer, director or Affiliate of any Loan Party the Borrower or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws Legal Requirements with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Legal Requirements with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willThe Borrower will not, directly or, to any Loan Partythe Borrower’s knowledge, indirectly, use the proceeds of the FacilitiesLoans or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Anti Corruption Laws by any Person (including any Person participating in the Facilitiesfacilities hereunder, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary to, violate any Anti-Anti Corruption Law in any material respect. (f) Each Loan Party The Borrower will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan PartiesBorrower, their its Subsidiaries, and their respective its directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Umh Properties, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party Global Medical REIT shall at all times comply in with the requirements of all material respects OFAC Sanctions Programs applicable to Global Medical REIT and shall cause the Borrower and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartyPerson. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding Global Medical REIT, the Loan Parties Borrower, its Subsidiaries and each of their other Affiliates necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject subject, however, in the case of AffiliatesAffiliates (other than the Subsidiaries), to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party the Borrower obtains actual knowledge or receives any written notice that any Loan PartyGlobal Medical REIT, the Borrower, any Subsidiary or any other Affiliate of any Loan Party, the Borrower or any officer, director or Affiliate of any Loan Party of the foregoing or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws Legal Requirements with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Legal Requirements with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party None of Global Medical REIT, the Borrower or any of its Subsidiaries will, directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Facilities, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party None of Global Medical REIT, the Borrower or any of its Subsidiaries will, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party of Global Medical REIT, the Borrower and its Subsidiaries will maintain in effect policies and procedures designed to ensure compliance in all material respects by Global Medical REIT, the Loan Parties, their Borrower and its Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall covenants to promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Global Medical REIT Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party a Responsible Officer of the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartyBorrower, or any officer, director or Affiliate of Borrower or any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willBorrower will not, nor will it permit any Subsidiary to directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the FacilitiesLoans, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesLoans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willBorrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party Borrower and each Subsidiary will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Partiessuch Persons, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Alpine Income Property Trust, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party a Responsible Officer of the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartyBorrower, or any officer, director or Affiliate of Borrower or any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willBorrower will not, nor will it permit any Subsidiary to directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the FacilitiesLoans, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesLoans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willBorrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party Borrower and each Subsidiary will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Partiessuch Persons, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Alpine Income Property Trust, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in with the requirements of all material respects OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding the Loan Parties Borrower, its Subsidiaries and their its other Affiliates necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject subject, however, in the case of AffiliatesAffiliates (other than the Subsidiaries), to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartySubsidiary, or any officer, director or Affiliate of any Loan Party the Borrower or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willThe Borrower will not, directly or, to any Loan Partythe Borrower’s knowledge, indirectly, use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Facilitiesfacilities hereunder, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party The Borrower will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan PartiesBorrower, their its Subsidiaries, and their respective its directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Umh Properties, Inc.)

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Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Loan PartyParty and shall cause each of its Subsidiaries to comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. (b) Each Loan Party shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties Parties, their Affiliates, and their Affiliates Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Party’s ability to provide information applicable to them. (c) If any Loan Party obtains actual knowledge or receives any written notice that any Loan Party, any Subsidiary of any Loan Party, or any officer, director or Affiliate of any Loan Party or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party will, directly or, to any Loan Party’s actual knowledge, indirectly, use the proceeds of the FacilitiesRevolving Facility, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesRevolving Facility, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party will, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Sonida Senior Living, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party a Responsible Officer of the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartyBorrower, or any officer, director or Affiliate of Borrower or any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willBorrower will not, nor will it permit any Subsidiary to directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the FacilitiesLoans, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Anti‑Corruption Laws by any Person (including any Person participating in the FacilitiesLoans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willBorrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Anti‑Corruption Law in any material respect. (f) Each Loan Party Borrower and each Subsidiary will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Partiessuch Persons, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Consolidated Tomoka Land Co)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Loan PartyParty and shall cause each of its Subsidiaries to comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. (b) Each Loan Party shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties Parties, their Affiliates, and their Affiliates Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions ProgramsPrograms and the Beneficial Ownership Regulation; subject however, in the case of Affiliates, to such Loan Party’s ability to provide information applicable to them. (c) If any Responsible Officer of any Loan Party obtains actual knowledge or receives any written notice that any Loan Party, any Subsidiary of any Loan Party, or any officer, director or Affiliate of any Loan Party or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party will, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Anti‑Corruption Laws by any Person (including any Person participating in the Facilities, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party will, nor will it permit any Subsidiary to, violate any Anti-Corruption Anti‑Corruption Law in any material respect. (f) Each Loan Party will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Willdan Group, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party a Responsible Officer of the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartyBorrower, or any officer, director or Affiliate of Borrower or any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).. ​ (d) No Loan Party willBorrower will not, nor will it permit any Subsidiary to directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the FacilitiesLoans, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesLoans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willBorrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party Borrower and each Subsidiary will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Partiessuch Persons, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Alpine Income Property Trust, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party a Responsible Officer of the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartyBorrower, or any officer, director or Affiliate of Borrower or any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).. ​ ​ (d) No Loan Party willBorrower will not, nor will it permit any Subsidiary to directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the FacilitiesLoans, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesLoans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willBorrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party Borrower and each Subsidiary will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Partiessuch Persons, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Alpine Income Property Trust, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party a Responsible Officer of the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartyBorrower, or any officer, director or Affiliate of Borrower or any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willBorrower will not, nor will it permit any Subsidiary to directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the FacilitiesLoans, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesLoans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willBorrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party Borrower and each Subsidiary will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Partiessuch Persons, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Alpine Income Property Trust, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. Section 8.13. Compliance with OFAC Sanctions Programs and Anti-Corruption Laws" \l 2 . (a) Each Loan Party The Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party a Responsible Officer of the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartyBorrower, or any officer, director or Affiliate of Borrower or any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willBorrower will not, nor will it permit any Subsidiary to directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the FacilitiesLoans, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Anti‑Corruption Laws by any Person (including any Person participating in the FacilitiesLoans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willBorrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Anti‑Corruption Law in any material respect. (f) Each Loan Party Borrower and each Subsidiary will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Partiessuch Persons, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Alpine Income Property Trust, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party Global Medical REIT shall at all times comply in with the requirements of all material respects OFAC Sanctions Programs applicable to Global Medical REIT and shall cause the Borrower and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartyPerson. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding Global Medical REIT, the Loan Parties Borrower, its Subsidiaries and each of their other Affiliates necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject subject, however, in the case of AffiliatesAffiliates (other than the Subsidiaries), to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party the Borrower obtains actual knowledge or receives any written notice that any Loan PartyGlobal Medical REIT, the Borrower, any Subsidiary or any other Affiliate of any Loan Party, the Borrower or any officer, director or Affiliate of any Loan Party of the foregoing or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws Legal Requirements with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Legal Requirements with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party None of Global Medical REIT, the Borrower or any of its Subsidiaries will, directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Facilities, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party None of Global Medical REIT, the Borrower or any of its Subsidiaries will, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party of Global Medical REIT, the Borrower and its Subsidiaries will maintain in effect policies and procedures designed to ensure compliance in all material respects by Global Medical REIT, the Loan Parties, their Borrower and its Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Global Medical REIT Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Loan PartyParty and shall cause each of its Subsidiaries to comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. (b) Each Loan Party shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties Parties, their Affiliates, and their Affiliates Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Party’s ability to provide information applicable to them. (c) If any Loan Party obtains actual knowledge or receives any written notice that any Loan Party, any Subsidiary of any Loan Party, or any officer, director or Affiliate of any Loan Party or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party will, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the FacilitiesRevolving Facility, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Anti‑Corruption Laws by any Person (including any Person participating in the FacilitiesRevolving Facility, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party will, nor will it permit any Subsidiary to, violate any Anti-Corruption Anti‑Corruption Law in any material respect. (f) Each Loan Party will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Anti‑Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Cal-Maine Foods Inc)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party a Responsible Officer of the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartyBorrower, or any officer, director or Affiliate of Borrower or any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the `Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable ​ ​ laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willBorrower will not, nor will it permit any Subsidiary to directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the FacilitiesLoans, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesLoans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willBorrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party Borrower and each Subsidiary will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Partiessuch Persons, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (CTO Realty Growth, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent Agent, the L/C Issuer, and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party a Responsible Officer of the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartyBorrower, or any officer, director or Affiliate of Borrower or any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the `Administrative Agent Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willBorrower will not, nor will it permit any Subsidiary to directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the FacilitiesLoans, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesLoans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willBorrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party Borrower and each Subsidiary will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Partiessuch Persons, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (CTO Realty Growth, Inc.)

Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party The Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Loan PartySubsidiary. (b) Each Loan Party The Borrower shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties Borrower, its Affiliates, and their Affiliates its Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to such Loan Partythe Borrower’s ability to provide information applicable to them. (c) If any Loan Party a Responsible Officer of the Borrower obtains actual knowledge or receives any written notice that any Loan Partythe Borrower, any Subsidiary of any Loan PartyBorrower, or any officer, director or Affiliate of Borrower or any Loan Party Subsidiary or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party the Borrower shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party the Borrower hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party willBorrower will not, nor will it permit any Subsidiary to directly or, to any Loan Partysuch Person’s knowledge, indirectly, use the proceeds of the FacilitiesLoans, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the FacilitiesLoans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party willBorrower will not, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party Borrower and each Subsidiary will maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Partiessuch Persons, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws. (g) The Borrower shall promptly notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of Borrower’s beneficial owners identified therein.

Appears in 1 contract

Samples: Credit Agreement (Alpine Income Property Trust, Inc.)

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