PATRIOT Act, Anti-Corruption, Sanctions. To the extent applicable, each Credit Party and each Subsidiary is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act. No part of the proceeds of the Loans or any drawing under any Letter of Credit will be used, directly or indirectly, 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 (“FCPA”). Each of the Credit Parties and their respective directors, officers, agents, employees and, to the knowledge of any of the foregoing, any Person acting for or on behalf of the Credit Parties or any of their Subsidiaries, has complied with, and will comply with, the FCPA, or any other applicable anti-bribery or anti-corruption law, and it and they have not made, offered, promised or authorized, and will not make, offer, promise or authorize, whether directly or indirectly, any payment, of anything of value to a Government Official while knowing or having a reasonable belief that all or some portion will be used for the purpose of: (a) influencing any act, decision or failure to act by a Government Official in his or her official capacity, (b) inducing a Government Official to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity or (c) securing an improper advantage, in each case in order to obtain, retain or direct business, in each case, in violation of applicable law. None of the Credit Parties, nor any of their respective Subsidiaries nor, to the knowledge of the Credit Parties, any director, officer, employee, agent, affiliate or representative of the Credit Parties or any of their respective Subsidiaries, is a Person that is, or is owned or controlled by a Person that is (i) the subject of any sanctions administered or enforced by the US Department of Treasury’s Office of Foreign Assets Control or the US State Department (“Sanctions”) nor (ii) located, organized or resident in a country or territory that is, or whose government...
PATRIOT Act, Anti-Corruption, Sanctions. To the extent applicable, each Credit Party and each Subsidiary is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act. No part of the proceeds of the Loans or any drawing under any Letter of Credit will be used, directly or (to the knowledge of Holdings or any of its Subsidiaries) indirectly, 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 (“FCPA”). Each of the Credit Parties and their respective directors, officers, agents, employees and, to the knowledge of any of the foregoing, any Person acting for or on behalf of the Credit Parties or any of their Subsidiaries, has complied with, and will comply with, the FCPA, or any other applicable anti-bribery or anti-corruption law (including the Corruption of Foreign Public Officials Act (Canada) and the Criminal Code (Canada)), and it and they have not made, offered, promised or authorized, and will not make, offer, promise or authorize, whether directly or indirectly, any payment, of anything of value to a Government Official while knowing or having a reasonable belief that all or some portion will be used for the purpose of: (a) influencing any act, decision or failure to act by a Government Official in his or her official capacity, (b) inducing a Government Official to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity or (c) securing an improper advantage, in each case in order to obtain, retain or direct business, in each case, in violation of applicable law. None of the Credit Parties, nor any of their respective Subsidiaries nor, to the knowledge of the Credit Parties, any director, officer, employee, agent, affiliate or representative of the Credit Parties or any of their respective Subsidiaries, is a Person that is, or is owned or controlled by a Person that is, (i) the subject of any sanctions administered or enforced by the US Department of Treasury’s Office of ...
PATRIOT Act, Anti-Corruption, Sanctions. (a) To the extent applicable, each Group Member is in compliance with (i) the Trading with the Enemy Act, the International Emergency Economic Powers Act, and each of the foreign assets control regulations and directives of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), any economic or financial sanctions or trade embargoes imposed, administered, or enforced by the U.S. Department of State, and any other enabling legislation or executive order relating thereto (collectively, “Sanctions”), and (ii) the PATRIOT Act. The Borrower will not directly or, to its knowledge, indirectly, use any part of the proceeds of the Loans (i) to give anything of value to any governmental official or employee of any Governmental Authority or any political party, official of a political party, candidate for political office, or anyone else acting in an official capacity on behalf of any Governmental Authority in order to obtain, retain or direct business, or obtain any improper advantage or influence any action or decision, in violation of the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, and the anti-bribery and anti-corruption laws of those jurisdictions in which it does business (collectively, the “Anti-Corruption Laws”), (ii) in violation of sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or (iii) in any manner that will violate any applicable Sanctions.
(b) The Borrower has implemented and maintains in effect policies and procedures designated to ensure compliance by the Borrower, its subsidiaries, and their respective directors, officers, employees, and agents with Anti-Corruption Laws and applicable Sanctions.
(c) No Group Member, and, to the knowledge of the Borrower, no Affiliate of any Group Member, (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2, (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Off...
