Sanctions; Anti-Corruption; Anti-Money Laundering. (a) Directly or indirectly, use the proceeds of any Borrowing or Letter of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund, finance or facilitate any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or in any other manner that would result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Bookrunner, Lead Arranger, Administrative Agent, Letter of Credit Issuer, Swing Line Lender, or otherwise) of Sanctions.
(b) Directly or indirectly, use the proceeds of any Borrowing or any Letter of Credit in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Terrorism Laws.
(c) Directly or indirectly engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of offenses designated in any applicable Law, regulation or other binding measure implementing the “Forty Recommendations” and “Nine Special Recommendations” published by the Organisation for Economic Cooperation and Development’s Financial Action Task Force on Money Laundering or violate these laws or any other applicable anti-money laundering law or engage in these actions.
Sanctions; Anti-Corruption; Anti-Money Laundering. Permit any Exela Party or any of their respective Affiliates or agents to:
(i) conduct any business or engage in any transaction or dealing of, with or involving any Blocked Person,
(ii) fail to (comply with (A) Anti-Corruption Laws or applicable Sanctions, or (B) in any material respect, Anti-Money Laundering Laws or Export Controls or
(iii) fail to maintain and enforce policies and procedures designed to promote and achieve compliance by the Borrower and its directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws, Export Controls and applicable Sanctions.
Sanctions; Anti-Corruption; Anti-Money Laundering. Each of the Parent and its Subsidiaries is in compliance in all material respects with (1) Anti-Money Laundering Laws and (2) to the extent applicable to the Parent and its Subsidiaries, the Patriot Act and any enabling legislation or executive order relating thereto. Each of the Parent and its Subsidiaries is in compliance in all material respects with all applicable Sanctions. None of the Parent and its Subsidiaries is (1) currently the target of any Sanctions or (2) located, organized or resident in a country or territory that is the target of Sanctions broadly prohibiting dealings with such country or territory. No part of the proceeds of any Credit Extension will be used, directly or (to the knowledge of the Parent or any of its Subsidiaries) indirectly, for any purpose which would violate applicable Sanctions. No part of the proceeds of any Credit Extension will be used, directly or (to the knowledge of the Parent or any of its Subsidiaries) indirectly, for any purpose which would breach (i) the US Foreign Corrupt Practices Act of 1977 (as amended) and applicable similar laws of all jurisdictions in which the Parent and its subsidiaries conduct their business and to which they are lawfully subject or (ii) any applicable law, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to terrorism financing or money laundering, including any applicable provision of The Currency and Foreign Transactions Reporting Act and similar laws of all jurisdictions in which the Parent and its subsidiaries conduct their business and to which they are lawfully subject.
Sanctions; Anti-Corruption; Anti-Money Laundering. None of the Company, any of its Subsidiaries, or, when acting on behalf of the Company or its Subsidiaries, any officer, director or, to the Knowledge of the Company, employee or agent of the Company or its Subsidiaries in the last three years:
(a) has used any funds of the Company or its Subsidiaries for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, except as would not reasonably be expected to be material to the Company and its Subsidiaries;
(b) has made any unlawful bribe, rebate, payoff, influence payment, or kickback or any other unlawful payment to any foreign or domestic government official or employee from funds of the Company or its Subsidiaries or given or agreed to give, directly or indirectly, any unlawful gift or similar benefit to any governmental employee, except as would not reasonably be expected to be material to the Company and its Subsidiaries;
(c) has taken any action in furtherance of an offer, provision, payment, or promise to pay anything of value, directly or indirectly, to any government official to influence official action or secure an improper business advantage for any Company or its Subsidiaries or that would otherwise violate applicable Anti-Corruption Laws, except as would not reasonably be expected to be material to the Company and its Subsidiaries;
(d) has engaged in any activity, practice or conduct that would constitute a violation or breach of, or otherwise violated, any applicable Sanctions or applicable Anti-Money Laundering Laws, except as would not reasonably be expected to be material to the Company and its Subsidiaries;
(e) is a Sanctioned Person or acting for or on behalf of a Sanctioned Person; or
(f) is or has been, to the Knowledge of the Company, subject to any investigation by any Governmental Authority related to, or received any written communication from a Governmental Authority indicating or alleging that it is or may be in violation of or may be subject to any investigation or inquiry related to, any actual or alleged breach of any Anti-Corruption Law, Anti-Money Laundering Law, or Sanctions.
Sanctions; Anti-Corruption; Anti-Money Laundering. Spirit REIT and its Subsidiaries shall not, directly or indirectly, use the proceeds of any borrowing or proceeds of any other extension of credit hereunder or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity (i) for any purpose that to the actual knowledge of the Borrower would violate Anti-Corruption Laws; (ii) to the actual knowledge of the Borrower, would fund any activities of or business with any individual or entity that, at the time of such funding, is (A) the subject of Sanctions or (B) in any Sanctioned Country, in each case in violation in any material respect of any Sanctions; or (iii) in any other manner that to the actual knowledge of Borrower will result in a material violation by any individual or entity (including any individual or entity participating in the financing transaction contemplated by this Agreement, whether as a Lender, Titled Agent, Administrative Agent or otherwise) of any Sanctions.
Sanctions; Anti-Corruption; Anti-Money Laundering. No Spruce Party nor, to the Knowledge of any Spruce Party, any of its officers, directors or employees (i) is a Sanctioned Person or (ii) is in violation of Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions. No Spruce Party conducts business or completes transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.
Sanctions; Anti-Corruption; Anti-Money Laundering the Borrower shall, and shall cause each Subsidiary, to (a) comply in all material respects with, and conduct its business and operations in compliance in all material respects with, all applicable Laws (including Environmental Laws, consumer leasing and protection Law and any federal, state or local regulatory Laws) and Permits, and (b) procure, maintain in full force and effect and comply with all Permits by the date such Permit is necessary or required to have been obtained under applicable Law which, if not so procured, maintained and complied with, could not reasonably be expected to have an adverse impact on 5% or more of the Portfolio Value.
Sanctions; Anti-Corruption; Anti-Money Laundering. Permit the Borrower or any Restricted Subsidiary to use the proceeds, directly or indirectly, of any borrowing or proceeds of any other extension of credit hereunder or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other person or entity, or conduct its business in a manner that (i) would violate Anti-Corruption Laws, (ii) fund any activities of or business with any individual or entity that, at the time of such funding, is (A) the subject of Sanctions or (B) in any Sanctioned Country, in each case, except to the extent permitted for a Person required to comply with Sanctions or (iii) to the knowledge of the Borrower will result in a violation by any individual or entity (including any individual or entity participating in the financing transaction contemplated by this Agreement, whether as a Lender, Administrative Agent or otherwise) of any Anti-Corruption Laws or Sanctions.
Sanctions; Anti-Corruption; Anti-Money Laundering. No HPS Party nor, to the Knowledge of any HPS Party, any of its officers, directors or employees (i) is a Sanctioned Person or (ii) is in violation of Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions. No HPS Party conducts business or completes transactions with any Sanctioned Person or with or in any Sanctioned Country.
Sanctions; Anti-Corruption; Anti-Money Laundering. The Exela Parties and their respective employees, Affiliates and agents shall:
(i) not conduct any business or engage in any transaction or dealing of, with or involving any Blocked Person,
(ii) comply with (A) Anti-Corruption Laws or applicable Sanctions, or (B) in any material respect, Anti-Money Laundering Laws or Export Controls, and
(iii) continue to maintain and enforce policies and procedures designed to promote and achieve compliance by the Borrower and its directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws, Export Controls and applicable Sanctions. The Initial Servicer shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its sole discretion, confirming the Initial Servicer’s compliance herewith.