SANCTIONS, ANTI-BRIBERY AND ANTI-CORRUPTION. 9.1 There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings, including without limitation, any proceedings, inquiries or investigation by the LSE (“Actions”) pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to result in a Material Adverse Change; no such Actions are threatened or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions that are required under the US Securities Act to be described in the SEC Reports that are not so described in the SEC Reports and (ii) there are no statutes, regulations or contracts or other documents that are required under the US Securities Act to be filed as exhibits to the SEC Reports that are not so filed as exhibits to the SEC Reports or described in the SEC Reports.
9.2 At all times in the three years preceding the date of this Agreement, no Group Company nor any of their respective directors, officers, or employees nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of any Group Company has:
(a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;
(b) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office;
(c) violated or is in violation of any provision of any applicable Anti-Corruption Laws; or
(d) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Each Group Company has instituted, and maintains and enforces, policies and procedures designed to promote and...
SANCTIONS, ANTI-BRIBERY AND ANTI-CORRUPTION. The Relevant Issuer and the Guarantor (where the Relevant Issuer is CBQ Finance Limited) will not directly or (to the best of its knowledge and belief) indirectly use, lend, invest in, contribute or otherwise make available the proceeds raised in connection with the issue of any Notes (i) to, or for the benefit of, any person or entity (whether or not related to the Relevant Issuer and the Guarantor (where the Relevant Issuer is CBQ Finance Limited)) for the purpose of financing, investing in, participating or otherwise contributing to any of the activities of any person or intended for the benefit of any country or territory that is the subject of any Sanctions or (ii) in any other manner that would result in a violation of Sanctions or any applicable anti- bribery or anti-corruption laws or regulations by any Person (including any Person participating in the offering of the Notes, whether as underwriter, advisor, investor or otherwise). In relation to any Dealers which are subject to the EU Blocking Regulation or the UK Blocking Regulation, the Issuers and the Guarantor only provide the undertaking in this Clause 5.19, and such Dealers only seek and are only entitled to the benefit of such undertaking, to the extent that giving, complying with or receiving such undertaking does not result in any violation of the EU Blocking Regulation or the UK Blocking Regulation, as applicable, and Clauses 6 and 10.2 shall be construed accordingly. In addition, none of the undertakings given in this Clause 5.19 shall be made to any Dealer incorporated in or organised under the laws of the Federal Republic of Germany to the extent that they would result in a violation of Section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) or any similar applicable anti-boycott law or regulation, as amended from time to time.
SANCTIONS, ANTI-BRIBERY AND ANTI-CORRUPTION. (a) The Issuer shall not (and shall procure that the Project Company will not) directly or indirectly:
(i) use the proceeds of the Bonds (or lend, contribute or otherwise make available such proceeds to any person) in any manner that would result in a violation of Sanctions by the Bondholder (including without limitation as a result of the proceeds of the Bonds being used to fund or facilitate any activities or business of, with or related to (or otherwise to make funds available to or for the benefit of) any person who is a Sanctioned Person; or
(ii) use the proceeds of the Bonds for any purpose or engage in in any activity or conduct which would breach any relevant anti-bribery, anti-corruption or anti-money laundering laws or regulations.
(b) The Issuer shall (and shall procure that the Project Company will) ensure that (i) no person that is a Sanctioned Person will have any legal or beneficial interest in any funds repaid or remitted by the Issuer to the Bondholder in connection with the Bonds, and (ii) it shall not use any revenue or benefit derived from any activity or dealing with a Sanctioned Person for the purpose of discharging amounts owing to the Bondholder in respect of the Bonds.
(c) The Issuer shall (and shall procure that the Project Company will) implement and maintain appropriate safeguards designed to prevent any action that would be contrary to paragraph
(a) or (b) above.
(d) The Issuer shall (and shall procure that the Project Company will), promptly upon becoming aware of the same, supply to the Bondholder details of any claim, action, suit, Sanctioned Person proceedings or investigation against it with respect to Sanctions.
SANCTIONS, ANTI-BRIBERY AND ANTI-CORRUPTION. Rapid Circle must comply with, and must ensure that its subcontractors and agents comply with, any sanction imposed by any country or recognised global body applicable to the performance by the supplier of its obligations under this Agreement. Rapid Circle must, and must ensure that its subcontractors and agents, comply with all laws, statutes, regulations and codes as may be amended from time to time regarding bribery, corruption and prohibited business practices.
