Common use of OFAC; FCPA; Patriot Act Clause in Contracts

OFAC; FCPA; Patriot Act. (a) On the Effective Date and in connection with the Seattle Payment, the Borrower will not use the proceeds of the Loans or otherwise knowingly make available such proceeds to any Person, in each case for the purpose of financing the activities of any Person subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or Her Majesty’s Treasury in violation of the OFAC or Her Majesty’s Treasury. (b) On the Effective Date and in connection with the Seattle Payment, no part of the proceeds of the Loans will be used by or at the direction of the Borrower or any of its Subsidiaries for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977 or the Xxxxxxx Xxx 0000 of the United Kingdom. (c) On the Effective Date and in connection with the Seattle Payment, to the extent applicable, no part of the proceeds of the Loans will be used by or at the direction of the Borrower and the other Loan Parties in violation of the Patriot Act, the Terrorism Xxx 0000, Anti-Terrorism Crime & Security Xxx 0000, Proceeds of Crime Xxx 0000, Money Laundering Regulations 2007, or the Xxxxxxx Xxx 0000 of the United Kingdom. (d) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, none of the Borrower or any of its Subsidiaries has, in the past three years, committed a violation of any Anti-Corruption Laws. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, none of the Borrower, any of its Subsidiaries or, to the knowledge of the Borrower, any director, officer or employee thereof is an individual or entity currently the subject of Sanctions, nor is the Borrower or any of its Subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions.

Appears in 3 contracts

Samples: Credit Agreement (Micro Focus International PLC), Credit Agreement (Seattle SpinCo, Inc.), Credit Agreement (Micro Focus International PLC)

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OFAC; FCPA; Patriot Act. (a) On the Effective Date and in connection with the consummation of the Seattle PaymentAcquisition, the Borrower will not use the proceeds of the Loans or otherwise knowingly make available such proceeds to any Person, in each case for the purpose of financing the activities of any Person subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or Her Majesty’s Treasury in violation of the OFAC or Her Majesty’s Treasury. (b) On the Effective Date and in connection with the consummation of the Seattle PaymentAcquisition, no part of the proceeds of the Loans will be used by or at the direction of the Borrower Parent or any of its Subsidiaries for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977 or the Xxxxxxx Xxx 0000 of the United Kingdom. (c) On the Effective Date and in connection with the consummation of the Seattle PaymentAcquisition, to the extent applicable, no part of the proceeds of the Loans will be used by or at the direction of the Borrower Parent and the other Loan Parties in violation of the Patriot Act, the Terrorism Xxx 0000, Anti-Terrorism Crime & Security Xxx 0000, Proceeds of Crime Xxx 0000, Money Laundering Regulations 2007, or the Xxxxxxx Xxx 0000 of the United Kingdom. (d) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, none of the Borrower Parent or any of its Subsidiaries has, in the past three years, committed a violation of any Anti-Corruption Laws. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, none of the BorrowerParent, any of its Subsidiaries or, to the knowledge of the Borrower, any director, officer or employee thereof is an individual or entity currently the subject of Sanctions, nor is the Borrower Parent or any of its Subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions.

Appears in 2 contracts

Samples: Credit Agreement (Micro Focus International PLC), Credit Agreement (Micro Focus International PLC)

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OFAC; FCPA; Patriot Act. (a) On the Effective Date and in connection with the consummation of the Seattle PaymentAcquisition, the Borrower will not use the proceeds of the Loans or otherwise knowingly make available such proceeds to any Person, in each case for the purpose of financing the activities of any Person subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or Her Majesty’s Treasury in violation of the OFAC or Her Majesty’s Treasury. (b) On the Effective Date and in connection with the consummation of the Seattle PaymentAcquisition, no part of the proceeds of the Loans will be used by or at the direction of the Borrower Parent or any of its Subsidiaries for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977 or the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom. (c) On the Effective Date and in connection with the consummation of the Seattle PaymentAcquisition, to the extent applicable, no part of the proceeds of the Loans will be used by or at the direction of the Borrower Parent and the other Loan Parties in violation of the Patriot Act, the Terrorism Xxx Axx 0000, Anti-Terrorism Crime & Security Xxx Axx 0000, Proceeds of Crime Xxx Axx 0000, Money Laundering Regulations 2007, or the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom. (d) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, none of the Borrower Parent or any of its Subsidiaries has, in the past three years, committed a violation of any Anti-Corruption Laws. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, none of the BorrowerParent, any of its Subsidiaries or, to the knowledge of the Borrower, any director, officer or employee thereof is an individual or entity currently the subject of Sanctions, nor is the Borrower Parent or any of its Subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions.

Appears in 1 contract

Samples: Credit Agreement (Micro Focus International PLC)

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