Anti-Corruption Laws; OFAC Sample Clauses
Anti-Corruption Laws; OFAC. (a) Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. The Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with applicable Sanctions in all material respects. No Loan, use of the proceeds of any Loan or other transactions contemplated hereby will violate applicable Sanctions. Neither the making of the Loans hereunder nor the use of the proceeds thereof will violate the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the "Patriot Act"), the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto. The Borrower and its Subsidiaries are in compliance in all material respects with the Patriot Act
(b) The Borrower and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws in all material respects. No Loan, use of the proceeds of any Loan, or other transactions contemplated hereby will violate the United States Foreign Corrupt Practices Act of 1977, the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, and other similar anti-corruption legislation in other jurisdictions.
Anti-Corruption Laws; OFAC. (a) The Borrower will, and will cause each of its Subsidiaries to, maintain in effect at all times procedures designed to (i) prevent the Borrower and each of its Subsidiaries from Knowingly directly funding, financing or facilitating any activities, business or transaction of or with any Designated Person or in any Sanctioned Country or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time, (ii) terminate, promptly after obtaining Knowledge thereof, any funding, financing or facilitating by the Borrower or its Subsidiaries of any activities, business or transaction of or with any Designated Person or in any Sanctioned Country or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time and (iii) prevent the Borrower and each of its Subsidiaries from Knowingly using funds or assets obtained directly or indirectly from transactions with or otherwise relating to Designated Persons or any Sanctioned Country to pay or repay any Loans or Reimbursement Obligations. The Borrower will, and will cause each of its Subsidiaries to, terminate, promptly after obtaining Knowledge thereof, any funding financing or facilitating by the Borrower or its Subsidiaries of any activities, business or transaction of or with any Designated Person or in any Sanctioned Country or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time.
(b) No part of the proceeds of any Loans, Letters of Credit or L/C Advances will be used directly or, to the Knowledge of the Borrower, indirectly (i) 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 Anti-Corruption Laws or (ii) (A) to fund, or to lend, contribute or otherwise make available such proceeds to any other Person to fund, any activities or business of or with any Person, or in any country or territory, that, at the time of such funding or issuance, is, or whose government is, the subject of Sanctions, or (B) in any other manner that would result in a violation of Sanctions by any Person party hereto.
Anti-Corruption Laws; OFAC. (a) The Borrower will, and will cause each of its Subsidiaries to, comply in all material respects with laws applicable to transactions of or with any Designated Person or in any Sanctioned Country. The Borrower will, and will cause each of its Subsidiaries to, terminate, after obtaining knowledge thereof no later than required by applicable law, any funding financing or facilitating by the Borrower or its Subsidiaries of any activities, business or transaction of or with any Designated Person or in any Sanctioned Country or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time.
(b) No part of the proceeds of any Loans will be used directly or, to the knowledge of the Borrower, indirectly (i) 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 Anti-Corruption Laws or (ii) (A) to fund, or to lend, contribute or otherwise make available such proceeds to any other Person to fund, any activities or business of or with any Person, or in any country or territory, that, at the time of such funding or issuance, is, or whose government is, the subject of Sanctions, or (B) in any other manner that would result in a violation of Sanctions by any Person party hereto.
Anti-Corruption Laws; OFAC. Each Account Party will not request any Letter of Credit, and XL Group shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers and employees shall not use, the proceeds of any Letter of Credit:
(a) 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
(b) for the purpose of financing any activities or business of or with any Sanctioned Person, or in any Sanctioned Country, that at the time of such financing is the subject of applicable Sanctions.
Anti-Corruption Laws; OFAC. Each Account Party:
(a) will not request any Letter of Credit, and shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use the proceeds of 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; and
(b) will not request any Letter of Credit, and shall not use, and shall procure that its Subsidiaries shall not use, the proceeds of any Letter of Credit for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Anti-Corruption Laws; OFAC. (i) Guarantor and DaVinci will, and will cause each of its respective Subsidiaries and their respective officers, employees, directors, and affiliates to, comply in all material respects with laws applicable to its operations with respect to transactions of or with any Designated Person or in any Sanctioned Country. Guarantor and DaVinci will each maintain in effect policies and procedures reasonably designed to ensure compliance by (A) such Credit Party and its respective Subsidiaries and their respective officers, employees, directors, and affiliates with applicable Sanctions and (B) such Credit Party and its respective Subsidiaries and their respective officers, employees, directors, agents and affiliates with applicable Anti-Corruption Laws and Anti-Money Laundering Laws. Each of Guarantor and DaVinci will, and will cause each of its respective Subsidiaries to, terminate, after obtaining knowledge thereof no later than required by applicable law, any funding financing or facilitating by Guarantor or DaVinci or its respective Subsidiaries of any activities, business or transaction of or with any Designated Person or in any Sanctioned Country to the extent that any such activity, business or transaction would be in violation of Sanctions applicable to its operations with respect to transactions of or with any Designated Person or in any Sanctioned Country, as such Sanctions Lists or Sanctions are in effect from time to time.
(ii) No part of the proceeds of any Credit will be used directly or, to the knowledge of Guarantor, indirectly (A) 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, which is in any material respect a violation of the Anti-Corruption Laws or (B) (1) to fund, or to lend, contribute or otherwise make available such proceeds to any other Person to fund, any activities or business of or with any Person, or in any country or territory, that, at the time of such funding or issuance, is, or whose government is, the subject of applicable Sanctions, or (2) in any other manner that would result in a violation of applicable Sanctions or Anti-Money Laundering Laws by any Person party hereto.
(iii) Each Credit Party will (A) promptly notify Bank, to the extent that Bank previously received a Beneficial Ownership Certification, of any c...
Anti-Corruption Laws; OFAC. None of Holdings or the Borrower is aware of any action authorized by, or taken on behalf of or for the benefit of, Holdings, the Borrower or its Subsidiaries, that violate in any material respect the FCPA or any other applicable anti-corruption laws, including, without limitation, making use of the mails or any means or instrumentality of United States interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office in contravention of the FCPA or any other applicable anti-corruption laws. Holdings, the Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with applicable anti-corruption laws and the FCPA and will maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein. None of Holdings or any of its Subsidiaries, or to the knowledge of any Loan Party, any director or officer of Holdings or any of its Subsidiaries has violated any sanctions administered by OFAC.
Anti-Corruption Laws; OFAC. (a) Each of the Obligors and its Subsidiaries have instituted and will maintain policies, procedures and a system of internal controls reasonably designed to promote and achieve compliance with all applicable Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws.
(b) The Borrower will not request any Borrowing, and shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use (it being understood that no Obligor, its Subsidiaries nor any of the other foregoing persons control how an ultimate recipient (with whom none of them are affiliated) may use the proceeds of a Borrowing which it may receive indirectly), either directly or indirectly, the proceeds of any Borrowing (i) 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, (ii) for the purpose of financing any activities or business of or with any Person that at such time is a Sanctioned Person, with or in any country or territory to the extent that such country or territory is a Sanctioned Country, or in any other manner that reasonably would be expected to result in the Borrower, such Subsidiary or the Lenders being in breach of applicable Sanctions and (iii) in any way that would violate Anti-Money Laundering Laws.