Common use of OFAC and Anti-Corruption Laws Clause in Contracts

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) 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 Events hereunder: (i) for 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 purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act Person in violation 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 Effectany Anti-Corruption Laws; (ii) to fund or finance any activities, business or transaction of or with any Designated Person or in any Sanctioned Country, in either case, to the extent such activities, business or otherwise in violation transaction would violate Sanctions (assuming, for purposes of this covenant only, that each Subsidiary Borrower were a Domestic Subsidiary for purposes of determining its compliance with 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 from (i) Designated Persons, Persons or (ii) any Sanctioned Country, in either case, in violation of Sanctions (assuming, for purposes of this covenant only, that each Subsidiary Borrower were a Domestic Subsidiary for purposes of determining its compliance with Sanctions), to pay or repay any amount owing to the Administrative Agent or any Lender under any Credit Loan 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 in all material respects with Anti-Corruption Laws; and (iii) have reasonable controls and safeguards in place designed to prevent any proceeds of any Credit Extension Event hereunder from being used contrary to the representations and undertakings set forth herein.

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) in violation of Sanctions, 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 in all material respects with Anti-Corruption LawsLaws and applicable Sanctions; 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) 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 Loan 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. 1.34 Section 9.01(e) of the Credit Agreement is amended to (i) add the parenthetical “(excluding Indebtedness owed to the Company or any Subsidiary)” immediately following the phrase “in respect of any Indebtedness” appearing therein and (ii) add the following as a new sentence at the end thereof: Notwithstanding the foregoing, none of the following events shall constitute an Event of Default under this clause (e) unless such event results in the acceleration of other Indebtedness of a Borrower or any Specified Subsidiary in an aggregate principal amount of more than $50,000,000: (i) any secured Indebtedness becoming due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (ii) any change of control offer made within 60 days after an acquisition with respect to, and effectuated pursuant to, Indebtedness of an acquired business, (iii) any default under Indebtedness of an acquired business if such default is cured, or such Indebtedness is repaid, within 60 days after the acquisition of such business so long as no other creditor accelerates or commences any kind of enforcement action in respect of such Indebtedness or (iv) mandatory prepayment requirements arising from the receipt of net cash proceeds from debt, dispositions (including casualty losses, governmental takings and other involuntary dispositions), equity issues or excess cash flow, in each case pursuant to Indebtedness of an acquired business. 1.35 Section 9.01(h) of the Credit Agreement is amended and restated in its entirety to read as follows:

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 Loans 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 either case, in violation of Sanctions, as such Sanctions are in effect from time to time; or (iiiii) 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 from (i) Designated Persons, Persons or (ii) any Sanctioned Country, in either case, in violation of Sanctions (assuming, for purposes of this covenant only, that each Foreign Subsidiary Borrower were a Domestic Subsidiary for purposes of determining its compliance with Sanctions), to pay or repay any amount owing to the Administrative Agent or any Lender under any Credit Loan 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 Loans hereunder from being used contrary to the representations and undertakings set forth herein.

OFAC and Anti-Corruption Laws. (a) The Company shall not, and shall ensure that none of its controlled affiliated companies Affiliates will, directly or, to the Company’s knowledge, indirectly use the proceeds of Credit Extensions Borrowings hereunder: (i) for 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 purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act Person in violation 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 Effectany Anti-Corruption Laws; (ii) to fund or finance any activities, business or transaction of or with any Designated Person or in any Sanctioned Country, in either case, to the extent such activities, business or otherwise in violation of transaction would violate 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 Affiliates will, use funds or assets obtained directly or, to the Company’s knowledge, indirectly from transactions with or otherwise relating to from (i) Designated Persons, Persons or (ii) any Sanctioned Country, in either case, in violation of Sanctions, to pay or repay any amount owing to the Administrative Agent or any Lender under any Credit Loan Document. (c) The Company shall, and shall ensure that each of its controlled affiliated companies Affiliates 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 in all material respects with Anti-Corruption Laws; and (iii) have reasonable controls and safeguards in place designed to prevent any proceeds of any Credit Extension Borrowing hereunder from being used contrary to the representations and undertakings set forth herein.

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 Loans 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 either case, 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 from (i) Designated Persons, Persons or (ii) any Sanctioned Country, in either case, in violation of Sanctions (assuming, for purposes of this covenant only, that each Foreign Subsidiary Borrower were a Domestic Subsidiary for purposes of determining its compliance with Sanctions), to pay or repay any amount owing to the Administrative Agent or any Lender under any Credit Loan 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 Loans hereunder from being used contrary to the representations and undertakings set forth herein.” (tt) Clause (g) of Article VII of the Credit Agreement is hereby amended to amend and restate the proviso appearing therein in its entirety to read as follows: “provided that this clause (g) shall not apply to any of the following events unless such event results in the acceleration of other Material Indebtedness: (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (ii) any change of control offer made within 60 days after an Acquisition with respect to, and effectuated pursuant to, Indebtedness of an acquired business, (iii) any default under Indebtedness of an acquired business if such default is cured, or such Indebtedness is repaid, within 60 days after the Acquisition of such business and no other creditor accelerates or commences any kind of enforcement action in respect of such Indebtedness or (iv) mandatory prepayment requirements arising from the receipt of net cash proceeds from debt, dispositions (including casualty losses, governmental takings and other involuntary dispositions), equity issuances or excess cash flow, in each case pursuant to Indebtedness of an acquired business;”.

OFAC and Anti-Corruption Laws. (a) The Company shall not, and shall ensure that none of its controlled affiliated companies Affiliates will, directly or, to the Company’s knowledge, indirectly use the proceeds of Credit Extensions Events hereunder: (i) for 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 purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act Person in violation 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 Effectany Anti-Corruption Laws; (ii) to fund or finance any activities, business or transaction of or with any Designated Person or in any Sanctioned Country, in either case, to the extent such activities, business or otherwise in violation transaction would violate Sanctions (assuming, for purposes of this covenant only, that each Subsidiary Borrower were a Domestic Subsidiary for purposes of determining its compliance with 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 Affiliates will, use funds or assets obtained directly or, to the Company’s knowledge, indirectly from transactions with or otherwise relating to from (i) Designated Persons, Persons or (ii) any Sanctioned Country, in either case, in violation of Sanctions (assuming, for purposes of this covenant only, that each Subsidiary Borrower were a Domestic Subsidiary for purposes of determining its compliance with Sanctions), to pay or repay any amount owing to the Administrative Agent or any Lender under any Credit Loan Document. (c) The Company shall, and shall ensure that each of its controlled affiliated companies Affiliates 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 in all material respects with Anti-Corruption Laws; and (iii) have reasonable controls and safeguards in place designed to prevent any proceeds of any Credit Extension Event hereunder from being used contrary to the representations and undertakings set forth herein.

OFAC and Anti-Corruption Laws. (a) The Company Borrower shall not, and shall ensure that none of its controlled affiliated companies will, directly or, to the CompanyBorrower’s knowledge, indirectly use the proceeds of Credit Extensions Loans 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 either case, 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 Borrower shall not, and shall ensure that none of its controlled affiliated companies will, use funds or assets obtained directly or, to the CompanyBorrower’s knowledge, indirectly from transactions with or otherwise relating to from (i) Designated Persons, Persons or (ii) any Sanctioned Country, in either case, in violation of Sanctions, to pay or repay any amount owing to the Administrative Agent or any Lender under any Credit Loan Document. (c) The Company Borrower 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 Loans hereunder from being used contrary to the representations and undertakings set forth herein.

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 Loans 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, in either case, to the extent such activities, business or otherwise in violation of transaction would violate Sanctions, as such Sanctions are in effect from time to time; or (iiiii) 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 from (i) Designated Persons, Persons or (ii) any Sanctioned Country, in either case, in violation of Sanctions (assuming, for purposes of this covenant only, that each Foreign Subsidiary Borrower were a Domestic Subsidiary for purposes of determining its compliance with Sanctions), to pay or repay any amount owing to the Administrative Agent or any Lender under any Credit Loan 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 in all material respects with Anti-Corruption Laws; and (iii) have reasonable controls and safeguards in place designed to prevent any proceeds of any Credit Extension Loans hereunder from being used contrary to the representations and undertakings set forth herein. (d) The negative covenants in this Section 6.06 shall not be made by nor apply to any German Borrower insofar as they would violate or expose any German Borrower or any of its Subsidiaries or any director, officer or employee thereof to any liability under any anti-boycott or blocking law, regulation or statute that is in force from time to time and applicable to such entity (including without limitation EU Regulation (EC) 2271/96 and Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV)). (e) The negative covenants in this Section 6.06 given by any Borrower to any Lender that qualifies as a resident party domiciled in Germany (Inländer) within the meaning of Section 2 paragraph 15 German Foreign Trade Act (Außenwirtschaftsgesetz) are made only to the extent that any Lender domiciled in Germany (Inländer) within the meaning of Section 2 paragraph 15 German Foreign Trade Act (Außenwirtschaftsgesetz) would be permitted to make such undertakings pursuant to EU Regulation (EC) 2271/96 and Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV).