Sanctions; FCPA. Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds:
(a) to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions; or
(b) 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.
Sanctions; FCPA. (a) None of the Borrower, any other Loan Party or any or their subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate of the Borrower, any Loan Party or any of their subsidiaries is (i) a person on the list of “Specially Designated Nationals and Blocked Persons” or (ii) subject to the limitations and prohibitions or any sanctions under or administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. State Department or any other relevant sanctions authority to whose jurisdiction the Borrower, any Loan Party or any of their subsidiaries is subject (collectively, “Sanctions”) and each is currently in compliance with all rules and regulations promulgated by OFAC, the U.S. State Department and each other relevant Sanctions authority to whose jurisdiction the Borrower, any Loan Party or any of their subsidiaries is subject. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officer, employees and agents with Anti-Corruption Laws and Sanctions.
(b) None of the Borrower, any other Loan Party or any or their subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate of the Borrower, any Loan Party or any of their subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any applicable provision of the FCPA, OFAC or any Sanctions or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
Sanctions; FCPA. (a) Except as set forth on Schedule 3.24, no member of the Group nor, to the knowledge of Parent, any director, officer, agent, employee or Affiliate of any member of the Group is a person with whom transactions are currently prohibited under any sanctions applicable to them which are administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the European Union (“EU”), the United Nations (“UN”), HM Treasury and the Foreign and Commonwealth Office of the United Kingdom (“UKHMT”), the State Secretariat for Economic Affairs (“SECO”) of Switzerland or the Swiss Directorate of International Law and/or any other body notified in writing by the Administrative Agent (acting on the reasonable request of any Lender) to the Borrower from time to time (an “Additional Sanctions Body”); provided that this representation shall not incorporate any Additional Sanctions Body until the Borrower shall have confirmed in writing after a reasonable timeframe that the Borrower has conducted its analysis and due diligence necessary to make such representation with respect to such Additional Sanctions Body. The Borrower agrees that it will not directly or indirectly use the proceeds of the Loans or the Letters of Credit for, or otherwise make available such proceeds to, business activities that: (i) are related to (A) Cuba, Sudan, South Sudan, Iran, Myanmar (Burma), Syria, Crimea (Ukraine) or North Korea or (B) any other countries that are subject to economic and/or trade sanctions as notified in writing by the Administrative Agent (acting on the reasonable request of any Lender) to the Borrower from time to time (an “Additional Sanctions Country”); provided that this provision shall only apply to business activities related to an Additional Sanctions Country following receipt by the Borrower of notice from the Administrative Agent of such Additional Sanctions Country; (ii) are subject to sanctions, restrictions or embargoes imposed by OFAC, the EU, the UN, UKHMT, the SECO of Switzerland or the Swiss Directorate of International Law and/or an Additional Sanctions Body; provided that this provision shall only apply to business activities related to an Additional Sanctions Body following receipt by the Borrower of notice from the Administrative Agent of such Additional Sanctions Country; or (iii) involve persons or entities subject to any such sanctions or named on any sanctions lists issued by any of the aforementioned bodies in clause (ii) above (each...
Sanctions; FCPA. (a) Neither the Borrower nor Xxxxx Parent shall, directly or indirectly, use the proceeds of the Advances, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Restricted Party, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions Laws, or (ii) in any other manner that would result in a violation of Sanctions Laws by Xxxxx Parent, the Borrower or any Subsidiary or Affiliate of Xxxxx Parent or the Borrower.
(b) No part of the proceeds of the Advances shall be used, directly or indirectly, by Xxxxx Parent, the Borrower or any Subsidiary or Affiliate of Xxxxx Parent or the Borrower 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 the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption law.
(c) Xxxxx Parent and the Borrower shall maintain in effect policies and procedures intended to promote compliance by Xxxxx Parent, the Borrower, their respective Subsidiaries, and each of the foregoing’s directors, officers, employees, and agents with the Sanctions Laws, the Foreign Corrupt Practices Act of 1977, as amended, and any other applicable anti-corruption laws.
Sanctions; FCPA. (a) To the extent applicable, each Loan Party and each Subsidiary of each Loan Party is in compliance, in all material respects, with (i) Sanctions and (ii) the USA Patriot Act. No part of the proceeds of the Loans 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.
(b) To the knowledge of the Borrower, no Loan Party or any Subsidiary of such Loan Party or any of their respective officers, directors and Affiliates, is (i) a person on the list of “Specially Designated Nationals and Blocked Persons” or (ii) otherwise the target of any Sanction. The proceeds of the Loans or the Letters of Credit will not be used for the purpose of financing the activities of any person that is the target of any Sanctions or otherwise in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Sanctions; FCPA. In each case, except as would not reasonably be expected to have a Material Adverse Effect:
(a) the Borrower will not directly, or knowingly indirectly, use the proceeds of the Loans for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case, in a manner that would result in the violation of any Sanctions applicable to any party hereto;
(b) each of the Borrower and its Restricted Subsidiaries are in compliance with (i) Sanctions and (ii) the United States Foreign Corrupt Practices Act of 1977, as amended; and
(c) none of the Borrower or any of its Restricted Subsidiaries or any director or officer thereof, is a Sanctioned Person.
Sanctions; FCPA. (a) Each of the Borrower and its Subsidiaries, and, to the knowledge of the Borrower, each of their respective joint ventures, directors, officers, employees, agents or representatives acting in any capacity, directly or indirectly, in connection with, or benefiting from, the Facilities, is in compliance in all material respects with all applicable Sanctions Laws.
(b) Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower, any of their respective joint ventures, directors, officers, employees, agents or representatives acting in any capacity, directly or indirectly, in connection with, or benefiting from, the Facilities is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party.
(c) Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower, any of their respective directors, officers, employees, agents or representatives acting in any capacity, directly or indirectly, in connection with, or benefiting from, the Facilities is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder or any other applicable anti-corruption law.
(d) The Credit Parties have instituted and maintain policies and procedures intended to ensure continued compliance, in all material respects, with all applicable Sanctions Laws, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder and all other applicable anti-corruption laws .
Sanctions; FCPA. (a) The Borrower shall not, directly or indirectly, use the proceeds of the Advances, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Restricted Party, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions Laws, or (ii) in any other manner that would result in a violation of Sanctions Laws by the Borrower or any Subsidiary or Affiliate of the Borrower.
(b) No part of the proceeds of the Advances shall be used, directly or indirectly, by the Borrower or any Subsidiary or Affiliate of the Borrower 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 the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption law.
(c) The Borrower shall maintain in effect policies and procedures intended to promote compliance by the Borrower, its Subsidiaries, and their respective directors, officers, employees, and agents with the Sanctions Laws, the Foreign Corrupt Practices Act of 1977, as amended, and any other applicable anti-corruption laws.
Sanctions; FCPA. Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds:
(a) to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent or otherwise) of Sanctions; or
(b) 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.
Sanctions; FCPA. (a) None of Holdings, the Borrower, any other Loan Party or any or their subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate of the Borrower, any Loan Party or any of their subsidiaries is (i) a person on the list of “Specially Designated Nationals and Blocked Persons” or (ii) subject to the limitations and prohibitions or any sanctions under or administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. State Department or any other relevant sanctions authority to whose jurisdiction Holdings the Borrower, any Loan Party or any of their subsidiaries is subject (collectively, “Sanctions”) and each is currently in compliance with all rules and regulations promulgated by OFAC, the U.S. State Department and each other relevant Sanctions authority to whose jurisdiction Holdings, the Borrower, any Loan Party or any of their subsidiaries is subject. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officer, employees and agents with Anti-Corruption Laws and Sanctions.
(b) None of Holdings, the Borrower, any other Loan Party or any or their subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate of Holdings, the Borrower, any Loan Party or any of their subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any applicable provision of the FCPA, OFAC or any Sanctions or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment
