Sanction Laws. Engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any prohibition set forth in any Anti-Terrorism Law, (ii) cause or permit any of the funds that are used to repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any applicable Laws, (iii) use any part of the proceeds of the Loans, directly or indirectly, for any payment 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 FCPA or (iv) use any of the proceeds from the Loans to finance any operations, investments or activities in, or make any payments to, any Restricted Person or other Person with the result that the Lender would be in violation of any applicable Laws.
Sanction Laws. None of the Partnership Entities nor, to the knowledge of the Partnership Parties, any director, officer, agent, employee, controlled affiliate or other person acting on behalf of any Partnership Entity is an individual or entity (“Person”) currently the subject or target of any U.S. sanctions (“Sanctions”) administered or enforced by the U.S. Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and no Partnership Entity will directly or indirectly use the proceeds of the sale of the Units hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person to (i) fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of any Sanctions or (ii) in any other manner will result in a violation by any Person (including any Person participating in the transaction, whether as an underwriter, advisor, investor or otherwise) of Sanctions.
Sanction Laws. Since January 1, 2016, neither the Company nor any of its Subsidiaries has been in material violation of, or, to the Company’s Knowledge, has been investigated for, or charged by any Governmental Authority with a material violation of, any Sanctions Laws, and there are not now, nor have there been since January 1, 2016 and prior to the date hereof, any Litigation, allegations, or inquiries pending or, to the Company’s Knowledge, overtly threatened against the Company or any of its Subsidiaries concerning violations of any Sanctions Law. The Company and its Subsidiaries have instituted and maintains policies and procedures reasonably designed to ensure compliance with all applicable Sanctions Laws. Neither the Company, its Subsidiaries nor any director or officer of any of them, is a Sanctioned Person. To the Company’s Knowledge, no Sanctioned Person or group of Sanctioned Persons beneficially owns more than five percent (5%) of the Company. To the Company’s Knowledge, since January 1, 2016, neither the Company nor any of its Subsidiaries, directly or indirectly, has had any transactions with or investments in any Sanctioned Person or Sanctioned Country.
Sanction Laws. Since January 1, 2016, to the Company’s Knowledge, (i) neither the Company nor any of its Subsidiaries has been in violation of any applicable Sanctions; (ii) there has not been any Litigation or allegations pending or overtly threatened against the Company or any of its Subsidiaries concerning any violation of any applicable Sanctions; and (iii) neither the Company nor any of its Subsidiaries has conducted any internal investigation or has made any voluntary or involuntary disclosure concerning any alleged violation of Sanctions. Neither the Company, its Subsidiaries nor any director or officer of the Company or its Subsidiaries, is a Sanctioned Person. To the Company’s Knowledge as of the date of this Agreement, no Sanctioned Person or group of Sanctioned Persons beneficially owns more than five percent (5%) of the Company. To the Company’s Knowledge, since January 1, 2016, neither the Company nor any of its Subsidiaries, directly or indirectly, has had any transactions with or investments in any Sanctioned Person or Sanctioned Country in a manner that would violate applicable Sanctions. To the Company’s Knowledge, no set of facts exists that would constitute valid grounds for a Governmental Authority’s assertion of a material violation of Sanctions against the Company or any of its Subsidiaries.
Sanction Laws. Neither Manager, nor any Parent Company, nor any of their respective Affiliates, nor the shareholders, members, managers, trustees, beneficiaries, directors, officers, employees or agents of any of the foregoing, (a) is in violation of any Sanction Laws, or otherwise has assets or interests that are subject to restrictions under any Sanction Laws, or (b) would cause Owner or Hotel Operator or any Affiliate to be in violation of any Sanction Laws, or subject any of their assets or interests to any fines, penalties, confiscation or similar liability or action under any Applicable Laws.
Sanction Laws. None of the Partnership Entities nor, to the knowledge of the Partnership Parties, any director, officer, agent, employee, controlled affiliate or other person acting on behalf of any Partnership Entity is (i) an individual or entity (“Person”) currently subject to or the target of any sanctions administered or enforced by the U.S. Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant or applicable sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria); and no Partnership Entity will directly or indirectly use the proceeds of the sale of the Units hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person to (i) fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of any Sanctions or (ii) in any other manner will result in a violation by any Person (including any Person participating in the transaction, whether as an underwriter, advisor, investor or otherwise) of Sanctions. The Partnership Entities have not knowingly engaged in for the past five years, are not now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions.
Sanction Laws. Neither Buyer nor any of its subsidiaries, nor any director, officer, or employee thereof, nor, to Buyer’s knowledge, any agent, affiliate or representative of Buyer or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is (1) the subject of any applicable sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (2) located, organized or resident in a country or territory that is the subject of applicable Sanctions (including, without limitation, Cuba, Iran, Crimea, North Korea, Sudan and Syria). Buyer will not, directly or indirectly, use the Goods and Technology or otherwise make available such Goods and Technology to any subsidiary, joint venture partner or other Person (1) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of applicable Sanctions; or
Sanction Laws. (a) Each Obligor represents to each Finance Party not organised or formed under German law (each a "Non-German Finance Party") that on the Signing Date and as repeated pursuant to Clause 23.17 (Repetition) and, in the case of an Additional Guarantor, on the day on which the person becomes (or it is proposed that the person becomes) an Additional Guarantor:
(i) it is not, and is not owned or controlled by, a Sanctioned Person, and no officer, director, or holder of more than 10% of the equity interests in any Obligor is a Sanctioned Person; and
(ii) unless disclosed to OFAC and the Facility Agent (which shall inform any of the Lenders accordingly), it is not in breach of, and is not the subject of any action or investigation under, any Economic Sanctions Law.
(b) Each Obligor undertakes to each Non-German Finance Party that, except as expressly authorized by OFAC, it will not:
(i) directly or indirectly use any proceeds of any Loan made hereunder, lend, contribute or otherwise make available such proceeds to any other person, entity, joint venture or organization; or
(ii) provide any Bank Guarantee as security;
(A) for the purpose of entering into any agreement, transaction or dealing with or for the benefit of any Sanctioned Person (or involving any property thereof) or involving any Sanctioned Territory, or (B) in any other manner that will result in a violation of Economic Sanctions Law by any person, including any lender or agent.
(c) If a representation set out in paragraph (a) above is incorrect or misleading in any material respect when made or an Obligor is in breach of, or the subject of any action or investigation under, any Economic Sanctions Law or is in breach of the undertaking set out in paragraph (b) above, in each case in any material respect (each a "Sanctions Law Event"), such Obligor, upon becoming aware of that event, shall promptly notify the Facility Agent which shall notify the Lenders.
(d) On and at any time after the occurrence of a Sanctions Law Event which is continuing each Lender which is a Non-German Finance Party may by notifying to the Facility Agent and upon the Facility Agent notifying the Company, cancel its Commitments under this Agreement. Paragraphs (b) and (c) of Clause 11.1(Illegality) shall apply mutatis mutandis to a cancellation pursuant to this Clause 11.2.
Sanction Laws. (a) The operations of the Company Parties are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Company Parties with respect to the Money Laundering Laws is pending or, to the knowledge of each of the Company Parties, threatened.
(b) Neither the Company nor any of its Subsidiaries nor, to the knowledge of each of the Company Parties, any director, officer, manager, agent, employee or affiliate of the Company or any of its Subsidiaries (i) is currently subject to any sanctions imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic sanctions imposed by the United States (including any administered or enforced by OFAC, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons, “Sanction Persons”) by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise).
(c) Neither the Company nor any of its Subsidiaries nor, to the knowledge of each of the Company Parties, any director, officer, manager, agent, employee or affiliate of the Company or any of its Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly pr...
Sanction Laws. Neither Debtor, nor, to the Debtor’s Knowledge, any persons or entities holding a controlling interest in the Debtor (whether directly or indirectly) (a) appear on the Sanctions List; (b) are included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the Sanctions List; or (c) have conducted business with or engaged in any transaction with any person or entity named on any of the Sanctions list or any person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the Sanctions list.
