Common use of OFAC; PATRIOT ACT and FCPA Clause in Contracts

OFAC; PATRIOT ACT and FCPA. Each Loan Party and each of its Subsidiaries (except, in case of a Foreign Guarantor organized under German law, only if and to the extent the following does not conflict with sec. 7 foreign trade rules (AWV (Außenwirtschaftsverordnung)) in connection with sec. 4 para. 1a no.3 foreign trade law (AWG (Außenwirtschaftsgesetz)) or any other applicable trade or sanctions law) is: (a) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224 and all modifications thereto or thereof (the “Annex”); (b) in compliance in all material respects with the requirements of the USA Patriot Act Title III of 107 Public Law 56 (October 26, 2001) (the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and 150 offices, related to the subject matter of the Patriot Act, including Executive Order 13224 effective September 24, 2001 and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”); (c) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Act; (d) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Act; (e) not listed as a Specially Designated Terrorist (as defined in the Patriot Act) or as a “blocked” person on any lists maintained by the OFAC pursuant to the Patriot Act or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Act or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Act; (f) not a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person; (g) not owned or controlled by or now acting and or will be in the future act for or on behalf of any Person named in the Annex or any other list promulgated under the Patriot Act or any other Person who has been determined to be the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Credit Agreement or any other Loan Document would be prohibited under U.S. law and (h) not a Person included on Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets and the Investment Ban List. No part of the proceeds of the Loans will be used, directly or indirectly, (i) 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, as amended or the UK Xxxxxxx Xxx 0000 or (ii) to the knowledge of each Loan Party and its Subsidiaries (in case of a Foreign Guarantor organized under German law, only if and to the extent the following does not conflict with sec. 7 foreign trade rules (AWV (Außenwirtschaftsverordnung)) in connection with sec. 4 para. 1a no.3 foreign trade law (AWG (Außenwirtschaftsgesetz)) or any other applicable trade or sanctions law), in violation of OFAC or the sanctions laws and regulations of Australia or the United Kingdom.

OFAC; PATRIOT ACT and FCPA. Each Loan Party and each of its Subsidiaries (except, in case of a Foreign Guarantor organized under German law, only if and to the extent the following does not conflict with sec. 7 foreign trade rules (AWV (Außenwirtschaftsverordnung)) in connection with sec. 4 para. 1a no.3 foreign trade law (AWG (Außenwirtschaftsgesetz)) or any other applicable trade or sanctions law) is: (a) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224 and all modifications thereto or thereof (the “Annex”); (b) in compliance in all material respects with the requirements of the USA Patriot Act Title III of 107 Public Law 56 (October 26, 2001) (the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and 150 offices, related to the subject matter of the Patriot Act, including Executive Order 13224 effective September 24, 2001 and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”); (c) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Act; (d) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Act; (e) not listed as a Specially Designated Terrorist (as defined in the Patriot Act) or as a “blocked” person on any lists maintained by the OFAC pursuant to the Patriot Act or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Act or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Act; (f) not a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person; and (g) not owned or controlled by or now acting and or will be in the future act for or on behalf of any Person named in the Annex or any other list promulgated under the Patriot Act or any other Person who has been determined to be the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Credit Agreement or any other Loan Document would be prohibited under U.S. law and (h) not a Person included on Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets and the Investment Ban Listlaw. No part of the proceeds of the Loans will be used, directly or indirectly, (i) 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, as amended or the UK Xxxxxxx Xxx 0000 or (ii) to the knowledge of each Loan Party and its Subsidiaries (in case of a Foreign Guarantor organized under German law, only if and to the extent the following does not conflict with sec. 7 foreign trade rules (AWV (Außenwirtschaftsverordnung)) in connection with sec. 4 para. 1a no.3 foreign trade law (AWG (Außenwirtschaftsgesetz)) or any other applicable trade or sanctions law), in violation of OFAC or the sanctions laws and regulations of Australia or the United Kingdomamended.

OFAC; PATRIOT ACT and FCPA. Each Loan Party and each of its Subsidiaries (except, in case of a Foreign Guarantor organized under German law, only if and to the extent the following does not conflict with sec. 7 foreign trade rules (AWV (Außenwirtschaftsverordnung)) in connection with sec. 4 para. 1a no.3 no. 3 foreign trade law (AWG (Außenwirtschaftsgesetz)) or any other applicable trade or sanctions law) is: (a) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224 and all modifications thereto or thereof (the “Annex”); (b) in compliance in all material respects with the requirements of the USA Patriot Act Title III of 107 Public Law 56 (October 26, 2001) (the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and 150 offices, related to the subject matter of the Patriot Act, including Executive Order 13224 effective September 24, 2001 and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”); (c) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Act; (d) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Act; (e) not listed as a Specially Designated Terrorist (as defined in the Patriot Act) or as a “blocked” person on any lists maintained by the OFAC pursuant to the Patriot Act or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Act or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Act; (f) not a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person; (g) not owned or controlled by or now acting and or will be in the future act for or on behalf of any Person named in the Annex or any other list promulgated under the Patriot Act or any other Person who has been determined to be the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Credit Agreement or any other Loan Document would be prohibited under U.S. law and (h) not a Person included on Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets and the Investment Ban List. No part of the proceeds of the Loans will be used, directly or indirectly, (i) 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, as amended or the UK Xxxxxxx Xxx 0000 or (ii) to the knowledge of each Loan Party and its Subsidiaries (in case of a Foreign Guarantor organized under German law, only if and to the extent the following does not conflict with sec. 7 foreign trade rules (AWV (Außenwirtschaftsverordnung)) in connection with sec. 4 para. 1a no.3 no. 3 foreign trade law (AWG (Außenwirtschaftsgesetz)) or any other applicable trade or sanctions law), in violation of OFAC or the sanctions laws and regulations of Australia or the United Kingdom.

OFAC; PATRIOT ACT and FCPA. Each Loan Party and each of its Subsidiaries (except, in case of a Foreign Guarantor organized under German law, only if and to the extent the following does not conflict with sec. 7 foreign trade rules (AWV (Außenwirtschaftsverordnung)) in connection with sec. 4 para. 1a no.3 foreign trade law (AWG (Außenwirtschaftsgesetz)) or any other applicable trade or sanctions law) is: (a) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224 and all modifications thereto or thereof (the “Annex”); (b) in compliance in all material respects with the requirements of the USA Patriot Act Title III of 107 Public Law 56 (October 26, 2001) (the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and 150 offices, related to the subject matter of the Patriot Act, including Executive Order 13224 effective September 24, 2001 and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”); (c) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Act; (d) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Act; (e) not listed as a Specially Designated Terrorist (as defined in the Patriot Act) or as a “blocked” person on any lists maintained by the OFAC pursuant to the Patriot Act or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Act or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Act; (f) not a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person; and (g) not owned or controlled by or now acting and or will be in the future act for or on behalf of any Person named in the Annex or any other list promulgated under the Patriot Act or any other Person who has been determined to be the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Credit Agreement or any other Loan Document would be prohibited under U.S. law and (h) not a Person included on Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets and the Investment Ban Listlaw. No part of the proceeds of the Loans will be used, directly or indirectly, (i) 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, as amended or the UK Xxxxxxx Xxx 0000 or (ii) to the knowledge of each Loan Party and its Subsidiaries (in case of a Foreign Guarantor organized under German law, only if and to the extent the following does not conflict with sec. 7 foreign trade rules (AWV (Außenwirtschaftsverordnung)) in connection with sec. 4 para. 1a no.3 foreign trade law (AWG (Außenwirtschaftsgesetz)) or any other applicable trade or sanctions law)Subsidiaries, in violation of OFAC or the sanctions laws and regulations of Australia or the United KingdomOFAC.

OFAC; PATRIOT ACT and FCPA. Each Loan Party and each of its Subsidiaries (except, in case of a Foreign Guarantor organized under German law, only if and to the extent the following does not conflict with sec. 7 foreign trade rules (AWV (Außenwirtschaftsverordnung)) in connection with sec. 4 para. 1a no.3 foreign trade law (AWG (Außenwirtschaftsgesetz)) or any other applicable trade or sanctions law) is: (a) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224 and all modifications thereto or thereof (the “Annex”); (b) in compliance in all material respects with the requirements of the USA Patriot Act Title III of 107 Public Law 56 (October 26, 2001) (the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and 150 offices, related to the subject matter of the Patriot Act, including Executive Order 13224 effective September 24, 2001 and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”); (c) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Act; (d) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Act; (e) not listed as a Specially Designated Terrorist (as defined in the Patriot Act) or as a “blocked” person on any lists maintained by the OFAC pursuant to the Patriot Act or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Act or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Act; (f) not a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person; (g) not owned or controlled by or now acting and or will be in the future act for or on behalf of any Person named in the Annex or any other list promulgated under the Patriot Act or any other Person who has been determined to be the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Credit Agreement or any other Loan Document would be prohibited under U.S. law and (h) not a Person included on Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets and the Investment Ban List. No part of the proceeds of the Loans will be used, directly or indirectly, (i) 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, as amended or the UK Xxxxxxx Xxx 0000 or (ii) to the knowledge of each Loan Party and its Subsidiaries (in case of a Foreign Guarantor organized under German law, only if and to the extent the following does not conflict with sec. 7 foreign trade rules (AWV (Außenwirtschaftsverordnung)) in connection with sec. 4 para. 1a no.3 foreign trade law (AWG (Außenwirtschaftsgesetz)) or any other applicable trade or sanctions law)Subsidiaries, in violation of OFAC or the sanctions laws and regulations of Australia or the United Kingdom.