FCPA; Sanctions. No part of the proceeds of the Loans will be used by the Borrower or any of its Subsidiaries, directly or, to the Borrower’s or any Subsidiary’s knowledge, indirectly, (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of the FCPA or any applicable Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Person, or in any country or territory that, at the time of such funding, financing or facilitating, is a Sanctioned Person or Sanctioned Country or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto. For the past five years, neither the Borrower nor any of its Subsidiaries has knowingly engaged in, is now knowingly engaged in, or will engage in, any unauthorized dealings or unauthorized transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of applicable Sanctions.
FCPA; Sanctions. The Borrower will maintain in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries, and their respective directors, officers, employees, and agents with the FCPA and any other applicable Anti-Corruption Laws and all applicable Sanctions.
FCPA; Sanctions. The Company will, and will cause its Subsidiaries to, maintain in effect and enforce policies and procedures intended to promote and achieve compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents, in each case, in their respective activities on behalf of the Company and its Restricted Subsidiaries, with the United States Foreign Corrupt Practices Act of 1977 and applicable Sanctions.
FCPA; Sanctions. Each Credit Party will maintain in effect policies and procedures designed to promote compliance by each Credit Party and their respective directors, officers, employees, and agents with the FCPA and any other applicable Anti-Corruption Laws and applicable Sanctions.
FCPA; Sanctions. No part of the proceeds of the Loans will be used by the Borrower or any of its Subsidiaries, directly or, to the Borrower’s or any Subsidiary’s knowledge, indirectly, (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of the FCPA or any applicable Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Person, or in any country or territory that, at the time of such funding, financing or facilitating, is, or whose government is, a Sanctioned Person or Sanctioned Entity in violation of Sanctions or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Neither the Borrower nor any of its Subsidiaries has, in the past five years, knowingly engaged in, or is now knowingly engaged in, transactions with any Person or in any country or territory in violation of applicable Sanctions in any material respect.
FCPA; Sanctions. (a) Parent Borrower shall not, and shall cause each of its Subsidiaries not to, directly or indirectly, use the proceeds of the Term Loans in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act of 2010, as amended, a similar law of the European Union or any European Union Member State or a similar law of any jurisdiction in which the Credit Parties conduct their business and to which they are lawfully subject, or any other applicable anti-corruption provision.
(b) Parent Borrower shall not, and shall cause each of its Subsidiaries not to, directly or indirectly, use the proceeds of the Term Loans, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner or 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 Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person.
FCPA; Sanctions. (a) No Credit Party nor any Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee or other person acting on behalf of any Credit Party or any Subsidiaries has taken any action, directly or indirectly, that would result in a violation in any material respect by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or any other applicable Anti-Corruption Law; and the Credit Parties have instituted and maintain policies and procedures designed to promote and achieve continued compliance therewith.
(b) Except as set forth on Schedule 4.20, none of the Credit Parties, any of their Subsidiaries or any director, officer, employee, or, to the knowledge of Borrower, agent, or affiliate of the Credit Parties or any of their Subsidiaries is an individual or entity that is, or is owned or controlled by Persons that are: (i) the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty’s Treasury (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation currently, Cuba, Iran, North Korea, Sudan and Syria.
(c) No Loan, use of proceeds thereof or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.
FCPA; Sanctions. (a) Borrower shall not, and shall cause each of its Subsidiaries not to, directly or indirectly, use the proceeds of the Term Loans in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of the Foreign Corrupt Practices Act of 1977, as amended or a similar law of any jurisdiction in which the Credit Parties conduct their business and to which they are lawfully subject, or any other applicable anti-corruption provision.
(b) Borrower shall not, and shall cause each of its Subsidiaries not to, directly or indirectly, use the proceeds of the Term Loans, or lend, contribute, or otherwise make available such proceeds to any subsidiary, Joint Venture partner or 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 Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person.
FCPA; Sanctions. (a) Except as otherwise set forth on the attached Compliance with Laws Schedule, during the preceding five (5) years, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any of their respective directors and officers, agents or employees or other person acting on behalf of the Company, has violated in any material respect the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), or made a material violation of any other applicable anticorruption or anti‑bribery law (collectively with the FCPA, the “Anticorruption Laws”). The Company and its Subsidiaries have instituted and maintained (and continue to maintain) policies, procedures, and internal controls reasonably designed to promote compliance with all applicable Anticorruption Laws.
(b) The Company and its Subsidiaries are currently in compliance in all material respects with all, and at all times during the preceding five (5) years have been in compliance in all material respects with all, and have not engaged in any conduct sanctionable under any, applicable Sanctions Laws, and there are not now, nor have there been during the preceding give (5) years, any proceedings, allegations, investigations, or inquiries pending or, to the knowledge of the Company, threatened, against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries concerning violations or potential violations of, or conduct sanctionable under, any Sanctions Law. The Company and its Subsidiaries have instituted and maintained (and continue to maintain) policies, procedures and internal controls reasonably designed to promote compliance with all applicable Sanctions Laws. 31
(c) Neither the Company nor any of its Subsidiaries, and no member of the board of directors, officer, or managing director of the Company or any of its Subsidiaries, is a Sanctioned Person. No Stockholder is a Sanctioned Person, nor, to the Company’s knowledge, does any Sanctioned Person or group of Sanctioned Persons beneficially own more than five percent (5%) of any Stockholder. To the Company’s knowledge, no Stockholder will use any portion of the Merger Consideration in any manner that results in a violation of Sanctions Laws by any party to this Agreement.
(d) Neither the Company nor any of its Subsidiaries has, since December 31, 2012, directly or indirectly, had any transactions with or investments in any Sanctioned Person or Sanctioned Country.
(e) Neither the Company ...
FCPA; Sanctions. (a) None of the Borrower or any of its Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee or other person acting on behalf of the Borrower or any of its Subsidiaries has taken any action, directly or indirectly, that would result in a violation in any material respect by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or any other applicable Anti-Corruption Law; and the Credit Parties have instituted and maintain policies and procedures designed to promote and achieve continued compliance therewith.
(b) Except as set forth on Schedule 4.20, none of the Borrower, any of its Subsidiaries or any director, officer, employee, or, to the knowledge of Borrower, agent, or affiliate of the Borrower or any of its Subsidiaries is an individual or entity that is, or is owned or controlled by Persons that are: (i) the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty’s Treasury (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation currently, Cuba, Iran, North Korea, Sudan and Syria.
(c) No Term Loan, use of proceeds thereof or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.