Common use of Compliance with Statutes; Sanctions; Patriot Act; Anti-Corruption Laws Clause in Contracts

Compliance with Statutes; Sanctions; Patriot Act; Anti-Corruption Laws. (a) Each of Borrower and its Subsidiaries is in compliance with all applicable statutes, regulations and orders (including any laws relating to terrorism, money laundering, embargoed persons or the Patriot Act), and all applicable restrictions imposed by, governmental bodies or courts, domestic or foreign, in respect of the conduct of its business and the ownership of its property, except such noncompliances as, individually and in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect. Borrower will not directly (or knowingly indirectly) use the proceeds of the Initial Term Loans to violate or engage in conduct that would result in a violation of any such applicable statutes, regulations, orders or restrictions referred to in the immediately preceding sentence. (b) Borrower has implemented and maintains in effect policies and procedures reasonably and appropriately designed to ensure material compliance by Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Borrower, its Subsidiaries and their respective officers and, to the knowledge of Borrower, their respective employees, directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of Borrower, any agent of Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or the Transaction itself will violate any Anti-Corruption Law or applicable Sanctions.

Compliance with Statutes; Sanctions; Patriot Act; Anti-Corruption Laws. (a) Each of Borrower the Company and each of its Restricted Subsidiaries, and, to the knowledge of the Company, each of their respective officers, is in compliance in all material respects with Anti-Terrorism Laws, Sanctions, the Patriot Act and AML Legislation. Each of the Company and each of its Restricted Subsidiaries is in compliance with all applicable statutes, regulations and orders (including any laws relating to terrorism, money laundering, embargoed persons or the Patriot Act), and all applicable restrictions imposed by, governmental bodies or courts, domestic or foreignall Governmental Authorities, in respect of the conduct of its business and the ownership of its property, property except such noncompliances as, individually and where the failure to be in the aggregate, have not had, and compliance would not reasonably be expected to have, have a Material Adverse Effect. Borrower will not directly (or knowingly indirectly) use the proceeds of the Initial Term Loans to violate or engage in conduct that would result in a violation of any such applicable statutes, regulations, orders or restrictions referred to in the immediately preceding sentence. (b) Borrower has implemented and maintains in effect policies and procedures reasonably and appropriately designed to ensure material compliance by BorrowerNeither the Company, nor any of its Subsidiaries and their respective directorsSubsidiaries, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Borrower, its Subsidiaries and their respective officers andnor, to the knowledge of Borrowerthe Company and its Subsidiaries, any director, officer or employee thereof, is a Person that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) a Canadian Blocked Person, (iii) included on OFAC's List of Specially Designated nationals, HMT's Consolidated List of Financial Sanctions Targets and the Investment Ban List or (iv) located, organized or resident in a Designated Jurisdiction. No part of the proceeds of any Loans or Letters of Credit hereunder will be used, by any Credit Party or any of its Subsidiaries for the purpose of funding any operations in, financing any investments or activities in or making any payments in violation of Sanctions, the Special Economics Measures Act (Canada), Anti-Terrorism Laws, AML Legislation and any similar Requirements of Law of Canada or the FCPA. (c) The Company and its Subsidiaries have conducted their respective employees, directors and agents, are businesses in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None respects with the United States Foreign Corrupt Practices Act of 1977 (a) Borrower"FCPA"), the UK Xxxxxxx Xxx 0000, any Subsidiary or any of their respective directors, officers or employees, or (b) Canadian counterpart thereto applicable to the knowledge of BorrowerCompany or such Subsidiary, any agent of Borrower or any Subsidiary that will act and other similar anti-corruption legislation in any capacity in connection other jurisdictions and have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or the Transaction itself will violate any Anti-Corruption Law or applicable Sanctionssuch laws.

Compliance with Statutes; Sanctions; Patriot Act; Anti-Corruption Laws. (a) Each of Borrower the Company and each of its Restricted Subsidiaries, and, to the knowledge of the Company, each of their respective officers, is in compliance in all material respects with Anti-Terrorism Laws, Sanctions, the Patriot Act and AML Legislation. Each of the Company and each of its Restricted Subsidiaries is in compliance with all applicable statutes, regulations and orders (including any laws relating to terrorism, money laundering, embargoed persons or the Patriot Act), and all applicable restrictions imposed by, governmental bodies or courts, domestic or foreignall Governmental Authorities, in respect of the conduct of its business and the ownership of its property, property except such noncompliances as, individually and where the failure to be in the aggregate, have not had, and compliance would not reasonably be expected to have, have a Material Adverse Effect. Borrower will not directly (or knowingly indirectly) use the proceeds of the Initial Term Loans to violate or engage in conduct that would result in a violation of any such applicable statutes, regulations, orders or restrictions referred to in the immediately preceding sentence. (b) Borrower has implemented and maintains in effect policies and procedures reasonably and appropriately designed to ensure material compliance by BorrowerNeither the Company, nor any of its Subsidiaries and their respective directorsSubsidiaries, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Borrower, its Subsidiaries and their respective officers andnor, to the knowledge of Borrowerthe Company and its Subsidiaries, any director, officer or employee thereof, is a Person that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) a Canadian Blocked Person, (iii) included on OFAC’s List of Specially Designated nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List or (iv) located, organized or resident in a Designated Jurisdiction. No part of the proceeds of any Loans or Letters of Credit hereunder will be used, by any Credit Party or any of its Subsidiaries for the purpose of funding any operations in, financing any investments or activities in or making any payments in violation of Sanctions, the Special Economics Measures Act (Canada), Anti-Terrorism Laws, AML Legislation and any similar Requirements of Law of Canada or the FCPA. (c) The Company and its Subsidiaries have conducted their respective employees, directors and agents, are businesses in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None respects with the United States Foreign Corrupt Practices Act of 1977 (a) Borrower“FCPA”), the UK Xxxxxxx Xxx 0000, any Subsidiary or any of their respective directors, officers or employees, or (b) Canadian counterpart thereto applicable to the knowledge of BorrowerCompany or such Subsidiary, any agent of Borrower or any Subsidiary that will act and other similar anti-corruption legislation in any capacity in connection other jurisdictions and have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or the Transaction itself will violate any Anti-Corruption Law or applicable Sanctionssuch laws.

Compliance with Statutes; Sanctions; Patriot Act; Anti-Corruption Laws. (a) Each of Borrower the Company and each of its Restricted Subsidiaries, and, to the knowledge of the Company, each of their respective officers, is in compliance in all material respects with Anti-Terrorism Laws, Sanctions, the Patriot Act and AML Legislation. Each of the Company and each of its Restricted Subsidiaries is in compliance with all applicable statutes, regulations and orders (including any laws relating to terrorism, money laundering, embargoed persons or the Patriot Act), and all applicable restrictions imposed by, governmental bodies or courts, domestic or foreignall Governmental Authorities, in respect of the conduct of its business and the ownership of its property, property except such noncompliances as, individually and where the failure to be in the aggregate, have not had, and compliance would not reasonably be expected to have, have a Material Adverse Effect. Borrower will not directly (or knowingly indirectly) use the proceeds of the Initial Term Loans to violate or engage in conduct that would result in a violation of any such applicable statutes, regulations, orders or restrictions referred to in the immediately preceding sentence. (b) Borrower has implemented and maintains in effect policies and procedures reasonably and appropriately designed to ensure material compliance by BorrowerNeither the Company, nor any of its Subsidiaries and their respective directorsSubsidiaries, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Borrower, its Subsidiaries and their respective officers andnor, to the knowledge of Borrowerthe Company and its Subsidiaries, any director, officer or employee thereof, is a Person that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) a Canadian Blocked Person, (iii) included on OFAC’s List of Specially Designated nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List or (iv) located, organized or resident in a Designated Jurisdiction. No part of the proceeds of any Loans or Letters of Credit hereunder will be used, by any Credit Party or any of its Subsidiaries for the purpose of funding any operations in, financing any investments or activities in or making any payments in violation of Sanctions, the Special Economics Measures Act (Canada), Anti-Terrorism Laws, AML Legislation and any similar Requirements of Law of Canada or the FCPA. (c) The Company and its Subsidiaries have conducted their respective employees, directors and agents, are businesses in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None respects with the United States Foreign Corrupt Practices Act of 1977 (a) Borrower“FCPA”), the UK Bribery Xxx 0000, any Subsidiary or any of their respective directors, officers or employees, or (b) Canadian counterpart thereto applicable to the knowledge of BorrowerCompany or such Subsidiary, any agent of Borrower or any Subsidiary that will act and other similar anti-corruption legislation in any capacity in connection other jurisdictions and have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or the Transaction itself will violate any Anti-Corruption Law or applicable Sanctionssuch laws.

Compliance with Statutes; Sanctions; Patriot Act; Anti-Corruption Laws. (a) Each of Borrower and its Subsidiaries is in compliance with all applicable statutes, regulations and orders (including any laws relating to terrorism, money laundering, embargoed persons or the Patriot Act), and all applicable restrictions imposed by, governmental bodies or courts, domestic or foreign, in respect of the conduct of its business and the ownership of its property, except such noncompliances as, individually and in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect. Borrower will not directly (or knowingly indirectly) use the proceeds of the Initial Term B-1 Loans to violate or engage in conduct that would result in a violation of any such applicable statutes, regulations, orders or restrictions referred to in the immediately preceding sentence. (b) Borrower has implemented and maintains in effect policies and procedures reasonably and appropriately designed to ensure material compliance by Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Borrower, its Subsidiaries and their respective officers and, to the knowledge of Borrower, their respective employees, directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of Borrower, any agent of Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or the Transaction itself will violate any Anti-Corruption Law or applicable Sanctions.

Compliance with Statutes; Sanctions; Patriot Act; Anti-Corruption Laws. (a) Each of the Borrower and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of (including any laws relating to terrorism, money laundering, embargoed persons Persons or the Patriot ActAct or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)), and all applicable restrictions imposed by, governmental bodies or courts, domestic or foreign, in respect of the conduct of its business and the ownership of its property, except such noncompliances as, individually and in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect. The Borrower will not directly (or knowingly indirectly) use the proceeds of the Initial Term Loans any Credit Extension to violate or engage in conduct that would result in a violation of any such applicable statutes, regulations, orders or restrictions referred to in the immediately preceding sentence. (b) The Borrower has implemented and maintains in effect policies and procedures reasonably and appropriately designed to ensure material compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and, to the knowledge of the Borrower, their respective employees, directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, Letter of Credit, use of proceeds or the Transaction itself will violate any Anti-Corruption Law or applicable Sanctions. Notwithstanding the foregoing, the representations given in this Section 8.15(b) and the covenants given in Section 9.05 shall not be made by nor apply to any Canadian Credit Party that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) in so far as such representations or covenants would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar law.

Compliance with Statutes; Sanctions; Patriot Act; Anti-Corruption Laws. (a) Each of Borrower and its Subsidiaries is in compliance with all applicable statutes, regulations and orders (including any laws relating to terrorism, money laundering, embargoed persons or the Patriot Act), and all applicable restrictions imposed by, governmental bodies or courts, domestic or foreign, in respect of the conduct of its business and the ownership of its property, except such noncompliances as, individually and in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect. Borrower will not directly (or knowingly indirectly) use the proceeds of the Initial Term B Loans to violate or engage in conduct that would result in a violation of any such applicable statutes, regulations, orders or restrictions referred to in the immediately preceding sentence. (b) Borrower has implemented and maintains in effect policies and procedures reasonably and appropriately designed to ensure material compliance by Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Borrower, its Subsidiaries and their respective officers and, to the knowledge of Borrower, their respective employees, directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of Borrower, any agent of Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or the Transaction itself will violate any Anti-Corruption Law or applicable Sanctions.