Common use of USA PATRIOT; AML Laws; Anti-Corruption Laws and Sanctions Clause in Contracts

USA PATRIOT; AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures, if any, as it reasonably deems appropriate, in light of its business and international activities (if any), designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions. The Loan Parties, their Subsidiaries and their respective officers and employees, and to the knowledge of the Borrower, its directors and agents, are in compliance with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions in all material respects. None of (a) the Loan Parties, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Loan Parties, or any Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person or (ii) is in violation of AML Laws, Anti-Corruption Laws, or applicable Sanctions. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions. Neither the Loan Parties nor any of their Subsidiaries or any Guarantor, or, to the knowledge of such Borrower, any other Affiliate, has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

Appears in 4 contracts

Samples: Credit Agreement (STR Sub Inc.), Credit Agreement (Sitio Royalties Corp.), Credit Agreement (Sitio Royalties Corp.)

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USA PATRIOT; AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures, if any, as it reasonably deems appropriate, in light of its business and international activities (if any), procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with the USA PATRIOT Act, Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. The Loan Parties, their Subsidiaries and their respective officers and employees, and to the knowledge of the Borrower, its directors and agents, are in compliance with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions in all material respects. None of (a) the Loan PartiesBorrower, any Guarantor, any Subsidiary or any of their respective directorsdirectors or officers, officers or, to the knowledge of the Borrower, any of their respective employees or employeesAffiliates, or (b) to the knowledge of the Borrower, any agent of the Loan PartiesBorrower, any Guarantor, or any Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or applicable Sanctions. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable SanctionsSanctions by any Person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. Neither the Loan Parties Borrower nor any of their Subsidiaries its Subsidiaries, nor its parent company or any Guarantor, or, to the knowledge of such Borrower, any other Affiliate, Affiliate has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

Appears in 2 contracts

Samples: Credit Agreement (Legacy Reserves Inc.), Credit Agreement (Legacy Reserves Lp)

USA PATRIOT; AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures, if any, as it reasonably deems appropriate, in light of its business and international activities (if any), procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with the USA PATRIOT Act, Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. The Loan Parties, their Subsidiaries and their respective officers and employees, and to the knowledge of the Borrower, its directors and agents, are in compliance with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions in all material respects. None of (a) the Loan PartiesBorrower, any Guarantor, any Subsidiary or any of their respective directorsdirectors or officers, officers or, to the knowledge of the Borrower, any of their respective employees or employeesAffiliates, or (b) to the knowledge of the Borrower, any agent of the Loan PartiesBorrower, any Guarantor, or any Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or applicable Sanctions. No Borrowing or Letter of CreditBorrowing, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable SanctionsSanctions by any Person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. Neither the Loan Parties Borrower nor any of their Subsidiaries its Subsidiaries, nor its parent company or any Guarantor, or, to the knowledge of such Borrower, any other Affiliate, Affiliate has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Legacy Reserves Inc.), Term Loan Credit Agreement (Legacy Reserves Lp)

USA PATRIOT; AML Laws; Anti-Corruption Laws and Sanctions. The Each of Parent Guarantor and the Borrower has implemented and maintains in effect policies and procedures, if any, as it reasonably deems appropriate, in light of its business and international activities (if any), procedures designed to ensure compliance by the Borrower, its Subsidiaries Obligors and their respective directors, officers, employees and agents with the USA PATRIOT Act, Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. The Loan Parties, their Subsidiaries and their respective officers and employees, and to the knowledge Neither any of the Borrower, its directors and agents, are in compliance with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions in all material respects. None of (a) the Loan Parties, any Subsidiary or Obligors nor any of their respective directorsSubsidiaries, officers or employeesnor any director, officer, agent, employee, Affiliate, or (b) to the knowledge advisor of the Borrower, any agent of the Loan Parties, Obligors or any Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, their respective Subsidiaries is (i) is a Sanctioned Person or (ii) is in violation of any AML Laws, Anti-Corruption Laws, Laws or applicable Sanctions. No Borrowing The Borrower will not directly or Letter of Creditindirectly use the proceeds from the Loans or lend, use of contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other transaction contemplated by this Agreement Person, in a manner that will cause a violation of AML Laws, Anti-Corruption Laws or applicable SanctionsSanctions by any Person participating in the transactions contemplated by this Agreement, whether as lender, issuing bank, borrower, guarantor, agent, or otherwise. Neither The Borrower represents that neither it nor any of the Loan Parties other Obligors nor any of their respective Subsidiaries or any Guarantor, or, to the knowledge of such Borrower, any other Affiliate, Affiliates has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country. No Borrowing or Letter of Credit relates, directly or indirectly, to any activities or business of or with a Sanctioned Person or with or in a Sanctioned Country; and, the Obligors and their respective Subsidiaries and each of their Affiliates have conducted their business in material compliance with all applicable Anti-Corruption Laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. Neither the Obligors nor their respective Subsidiaries, nor any director, officer, agent, employee, Affiliate or advisor of the Obligors or their respective Subsidiaries is in violation of or is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of any applicable Anti-Corruption Laws, including without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value 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.

Appears in 1 contract

Samples: Credit Agreement (Berry Petroleum Corp)

USA PATRIOT; AML Laws; Anti-Corruption Laws and Sanctions. The Borrower Issuer has implemented and maintains in effect policies and procedures, if any, as it reasonably deems appropriate, in light of its business and international activities (if any), designed to ensure compliance by the BorrowerIssuer, its Subsidiaries and their respective directors, officers, employees and agents with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions. The Loan Note Parties, their Subsidiaries and their respective officers and employees, and to the knowledge of the BorrowerIssuer, its directors and agents, are in compliance with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions in all material respects. None of (a) the Loan Note Parties, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the BorrowerIssuer, any agent of the Loan Note Parties, or any Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person or (ii) is in violation of AML Laws, Anti-Corruption Laws, or applicable Sanctions. No Borrowing or Letter of CreditNote, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions. Neither the Loan Note Parties nor any of their Subsidiaries or any Guarantor, or, to the knowledge of such BorrowerIssuer, any other Affiliate, has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

Appears in 1 contract

Samples: Note Purchase Agreement (Sitio Royalties Corp.)

USA PATRIOT; AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures, if any, as it reasonably deems appropriate, in light of its business and international activities (if any), procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with the USA PATRIOT Act, Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. The Loan Parties, their Subsidiaries and their respective officers and employees, and to the knowledge of the Borrower, its directors and agents, are in compliance with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions in all material respects. None of (a) the Loan PartiesBorrower, any Subsidiary its Subsidiaries or any of their respective directorsdirectors or officers, officers or, to the knowledge of any Responsible Officer of the Borrower, any of their respective employees or employeesAffiliates, or (b) to the knowledge of any Responsible Officer of the Borrower, any agent of the any Loan Parties, Party or any Subsidiary their Subsidiaries or other Affiliate that will act in any capacity in connection with or benefit from the credit facility Facility established hereby, (i) is a Sanctioned Person or is engaged in any activity that could result in the Borrower being designated a Sanctioned Person, or (ii) is in material violation of AML Laws, Anti-Corruption Laws, or applicable Sanctions. No Borrowing or Letter of CreditBorrowing, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable SanctionsSanctions by any Person participating in the Transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. Neither the Loan Parties Borrower nor any of their Subsidiaries or any Guarantor, or, to the knowledge of such Borrower, any other Affiliate, has Controlled Affiliate is engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

Appears in 1 contract

Samples: Senior Secured Term Loan Credit Agreement (AST SpaceMobile, Inc.)

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USA PATRIOT; AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures, if any, as it reasonably deems appropriate, in light of its business and international activities (if any), designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions. The Loan Parties, their Subsidiaries and their respective officers and employees, and to the knowledge of the Borrower, its directors and agents, are in compliance with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions in all material respects. None of (a) the Loan Parties, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Loan Parties, or any Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person or (ii) is in violation of AML Laws, Anti-Corruption Laws, or applicable Sanctions. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Anti- Corruption Laws or applicable Sanctions. Neither the Loan Parties nor any of their Subsidiaries or any Guarantor, or, to the knowledge of such Borrower, any other Affiliate, has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

Appears in 1 contract

Samples: Credit Agreement (Sitio Royalties Corp.)

USA PATRIOT; AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures, if any, as it reasonably deems appropriate, in light of its business and international activities (if any), designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions. The Loan Parties, their Subsidiaries and their respective officers and employees, and to the knowledge of the Borrower, its directors and agents, are in compliance with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions in all material respects. None of (a) the Loan Parties, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Loan Parties, or any Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person or (ii) is in violation of AML Laws, Anti-Corruption Laws, or applicable Sanctions. No Borrowing or Letter of CreditBorrowing, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions. Neither the Loan Parties nor any of their Subsidiaries or any Guarantor, or, to the knowledge of such Borrower, any other Affiliate, has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

Appears in 1 contract

Samples: Day Bridge Term Loan Agreement (Sitio Royalties Corp.)

USA PATRIOT; AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures, if any, as it reasonably deems appropriate, in light of its business and international activities (if any), procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with the USA PATRIOT Act, Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. The Loan PartiesNone of (a) the Borrower, their its Subsidiaries and or any of their respective officers and employeesdirectors or officers, and or, to the knowledge of the Borrower, its directors and agents, are in compliance with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions in all material respects. None of (a) the Loan Parties, any Subsidiary or any of their respective directors, officers employees or employeesAffiliates, or (b) to the knowledge of the Borrower, any agent of the any Loan Parties, Party or any Subsidiary their Subsidiaries or other Affiliate that will act in any capacity in connection with or benefit from the credit facility Facility established hereby, (i) is a Sanctioned Person or is engaged in any activity that could result in the Borrower being designated a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or applicable Sanctions. No Borrowing or Letter of CreditBorrowing, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable SanctionsSanctions by any Person participating in the Transactions contemplated by this Agreement, whether as lender, borrower, 56 102120121 guarantor, agent, or otherwise. Neither the Loan Parties Borrower nor any of their Subsidiaries or any Guarantor, or, to the knowledge of such Borrower, any other Affiliate, has Affiliate is engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

Appears in 1 contract

Samples: Patent Security Agreement (Soundhound Ai, Inc.)

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