OFAC and Anti-Corruption Laws. The Borrowers agrees that so long as any amount payable by any Borrower hereunder remains unpaid or the Commitments have not been terminated, the Borrowers will, and will cause each the Restricted Subsidiaries to, unless the Required Lenders shall otherwise consent in writing:
(a) use the proceeds of the Loans in accordance with Section 7.11, but in no event for any purpose that would be contrary to Section 6.23; and
(b) furnish to the Lenders such other information respecting the condition, operations or business, financial or otherwise, of the Borrowers or any of Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with its obligations under any “know-your-customer” or anti-money laundering laws or regulations, including the Patriot Act and the Beneficial Ownership Regulation).
OFAC and Anti-Corruption Laws. (a) The Company shall not, and shall ensure that none of its controlled affiliated companies will, directly or, to the Company’s knowledge, indirectly use the proceeds of Credit Extensions hereunder:
(i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions, in each case in a manner that could reasonably be expected to have a Material Adverse Effect;
(ii) to fund or finance any activities, business or transaction of or with any Designated Person or in any Sanctioned Country, or otherwise in violation of Sanctions, as such Sanctions are in effect from time to time; or
(iii) in any other manner that will result in liability to the Administrative Agent or any Lender under any applicable Sanctions or a breach by the Administrative Agent or any Lenders of any Sanctions.
(b) The Company shall not, and shall ensure that none of its controlled affiliated companies will, use funds or assets obtained directly or, to the Company’s knowledge, indirectly from transactions with or otherwise relating to (i) Designated Persons, or (ii) any Sanctioned Country, to pay or repay any amount owing to the Administrative Agent or any Lender under any Credit Document.
(c) The Company shall, and shall ensure that each of its controlled affiliated companies will:
(i) conduct its business in compliance with Anti-Corruption Laws in all material respects;
(ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and
(iii) have reasonable controls and safeguards in place designed to prevent any proceeds of any Credit Extension hereunder from being used contrary to the representations and undertakings set forth herein.
OFAC and Anti-Corruption Laws. (a) Neither of the Borrowers nor their Subsidiaries, nor their respective directors, officers or, to the knowledge of the Borrower and their Subsidiaries, their employees or agents, is (i) a Sanctioned Person; (ii) operating, organized or ordinarily resident in a Sanctioned Country; or (iii) engaged, directly or knowingly indirectly, in dealings or transactions involving Sanctioned Persons or Sanctioned Countries, in each of clauses (i), (ii), and (iii), such that would cause the Borrower or any of its Subsidiaries to be in violation of Sanctions except to the extent that any such violation would not reasonably be expected to cause a Material Adverse Effect. The Borrowers and their Subsidiaries will not use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person to fund activities or business of or with any Sanctioned Person or Sanctioned Country in violation of Sanctions.
(b) The Borrowers, their Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Borrowers and their Subsidiaries, their agents, are and for the past five years have been in material compliance with Sanctions, except to the extent that failure to comply would not reasonably be expected to result in a Material Adverse Effect.
(c) Except to the extent disclosed in any public filing by ESI with the Securities and Exchange Commission prior to the Closing Date or otherwise as would not reasonably be expected to cause a Material Adverse Effect, the Borrowers, their Subsidiaries and their respective directors, officers, employees, and agents of the Borrowers and its Subsidiaries, have taken no action in the past five years, directly or indirectly, that would result in violation of the Anti-Corruption Laws.
(d) No part of the proceeds of the loans will be used by the Borrowers or any of its Subsidiaries in violation of Anti-Corruption Laws.
(e) The Borrowers and their Subsidiaries have instituted and will continue to maintain policies and procedures designed to promote compliance with applicable Anti-Corruption Laws to the extent required in each relevant jurisdiction, except (solely with respect to jurisdictions located outside of the United States) to the extent such failure would not reasonably be expected to result in a Material Adverse Effect.
OFAC and Anti-Corruption Laws. IHS has implemented and maintains in effect policies and procedures designed to ensure compliance by IHS, its Subsidiaries and their directors, officers, employees and agents with applicable Anti-Corruption Laws and Sanctions, and IHS and each of its Subsidiaries and their respective directors, officers and employees and, to the knowledge of IHS, its affiliates and agents, are in compliance with all applicable Anti-Corruption Laws and Sanctions in all material respects. None of (i) IHS, any of its Subsidiaries and their respective directors and officers or (ii) to the knowledge of IHS, any affiliate, agent or employee of IHS or any Subsidiary, is a Sanctioned Person.
OFAC and Anti-Corruption Laws. (a) The Company and, to its knowledge, its controlled affiliated companies and their respective directors, officers, employees, and agents are conducting their business in compliance in all material respects with Anti-Corruption Laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws in all material respects.
(b) None of the Company or, to its knowledge, its controlled affiliated companies or their respective directors, officers, employees or agents acting or directly benefiting in any capacity in connection with the Credit Events:
(i) is a Designated Person;
(ii) is a Person that is 50% or greater owned or controlled by a Designated Person or by a Sanctioned Country;
(iii) is organized or resident in a Sanctioned Country, in each case in violation of Sanctions; or
(iv) is (or, except as disclosed in writing to the Administrative Agent prior to the Effective Date, has, to the Company’s knowledge, within the year preceding the Effective Date) directly or, to the Company’s knowledge, indirectly engaged in, any dealings or transactions, in each case in violation of any Sanctions, (1) with any Designated Person or (2) in any Sanctioned Country to the extent that after giving effect to such dealings or transactions the Company and its Subsidiaries have more than 5% of their consolidated assets in Sanctioned Countries or derive more than 5% of their consolidated revenues from investments in, or transactions with, Sanctioned Countries.
OFAC and Anti-Corruption Laws. (a) Each Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by such Borrower, its Subsidiaries and their respective directors, officers, employees and agents with any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, any applicable foreign government, or any agency thereof, including those administered by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty’s Treasury (“Sanctions”) and any Laws concerning or relating to anti-bribery or anti-corruption; (b) no Borrower or any Subsidiary thereof nor, to the knowledge of any Borrower, any director, officer, employee or agent of any Borrower or any Subsidiary thereof is a Sanctioned Person or is in violation of any applicable Sanctions or any anti-bribery or anti-corruption Laws; and (c) no Borrower will use the proceeds of the Loans in violation of applicable Sanctions or any Laws concerning or relating to anti-bribery or anti-corruption.
OFAC and Anti-Corruption Laws. (a) The Borrower and, to the best of its knowledge, its controlled affiliated companies and their respective directors, officers, employees, and agents are conducting their business in compliance in all material respects with Anti-Corruption Laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
(b) None of the Borrower or, to the best of its knowledge, its controlled affiliated companies or their respective directors, officers, employees or agents acting or directly benefiting in any capacity in connection with the Loans:
(i) is a Designated Person;
(ii) is a Person that is owned or controlled by a Designated Person;
(iii) is organized or resident in a Sanctioned Country; or
(iv) is (or, except as disclosed in writing to the Administrative Agent prior to the date hereof, has, to the Borrower’s knowledge, within the year preceding the Effective Date) directly or, to the Borrower’s knowledge, indirectly engaged in, any dealings or transactions (1) with any Designated Person, (2) in any Sanctioned Country to the extent that after giving effect to such dealings or transactions the Borrower and its Subsidiaries have more than 5% of their consolidated assets in Sanctioned Countries or derive more than 5% of their consolidated revenues from investments in, or transactions with, Designated Persons or Sanctioned Countries, or (3) otherwise in violation of Sanctions, to the extent that such violation of Sanctions under this clause (3) could reasonably be expected to have a Material Adverse Effect.
OFAC and Anti-Corruption Laws. (a) The Company and, to the best of its knowledge, its controlled affiliated companies and their respective directors, officers, employees, and agents are conducting their business in compliance in all material respects with Anti-Corruption Laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
(b) None of the Company or, to the best of its knowledge, its controlled affiliated companies or their respective directors, officers, employees or agents acting or benefiting in any capacity (other than by virtue of the general benefits arising out of the Credit Extensions being available to the Borrowers) in connection with the Credit Extensions:
(i) is a Designated Person;
(ii) is a Person that is owned or controlled by a Designated Person;
(iii) is operating, organized or resident in a Sanctioned Country; or
(iv) is (or, except as disclosed in writing to the Administrative Agent prior to the date hereof, has, to the Company’s knowledge, within the year preceding the Effective Date) directly or, to the Company’s knowledge, indirectly engaged in, any dealings or transactions (1) with any Designated Person, (2) in any Sanctioned Country to the extent that after giving effect to such dealings or transactions the Company and its Subsidiaries have more than 5% of their consolidated assets in Sanctioned Countries or derive more than 5% of their consolidated operating income from investments in, or transactions with, Designated Persons or Sanctioned Countries, or (3) otherwise in violation of Sanctions, to the extent that such violation of Sanctions under this clause (3) could reasonably be expected to have a Material Adverse Effect.
OFAC and Anti-Corruption Laws. Holdings has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by Holdings, its Subsidiaries and their directors, officers, employees and agents with applicable Anti-Corruption Laws and Sanctions, and Holdings and each of its Subsidiaries and their respective directors (acting within the scope of their relationship with Holdings or the applicable Subsidiary), officers and employees and, to the knowledge of Holdings, its agents, are in compliance with all applicable Anti-Corruption Laws and Sanctions in all material respects. None of (i) Holdings, any of its Subsidiaries and their respective directors and officers or (ii) to the knowledge of Holdings, any agent or employee of Holdings or any Subsidiary, is a Sanctioned Person.
OFAC and Anti-Corruption Laws. The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their directors, officers, employees and agents with applicable Anti-Corruption Laws and Sanctions, and the Borrower and each of its Subsidiaries and their respective directors (acting within the scope of their relationship with the Borrower or the applicable Subsidiary) and officers and, to the knowledge of the Borrower, employees and the Borrower’s agents (acting within the scope of their relationship with the Borrower), are in compliance with all applicable Anti-Corruption Laws and Sanctions in all material respects. None of (i) the Borrower, any of its Subsidiaries and their respective directors and officers or (ii) to the knowledge of the Borrower, agent or employee of the Borrower or any Subsidiary that will act in any capacity in connection with the credit facility established hereby, is a Sanctioned Person. The Borrower will not directly or indirectly use the proceeds of the Loans (A) to fund any operations in or with, finance any investments or activities in or with, or make any payments to, a Sanctioned Person, except to the extent permissible for a Person required to comply with Sanctions or (B) in any other manner that would result in a violation by any Person of any Sanctions or Anti-Corruption Laws.
