Credit Suisse
Securities (USA) LLC
Cowen and Company,
LLC
JMP Securities
LLC
Piper Jaffray &
Co. ,
As Representatives (the “ Representatives ”) of
the Several Underwriters,
c/o Credit Suisse Securities (USA) LLC,
Eleven
Madison Avenue,
New
York, N.Y. 10010-3629
1.
Introductory . PeopleSupport, Inc., a Delaware corporation
(“ Company ”), agrees with the several
Underwriters named in Schedule A hereto (“
Underwriters ”) to issue and sell to the several
Underwriters 4,200,000 shares (“ Firm Securities
”) of its common stock, $0.001 par value (“
Securities ”), and also proposes to issue and sell to
the Underwriters, at the option of the Underwriters, an aggregate
of not more than 630,000 additional shares (“ Optional
Securities ”) of its Securities as set forth below. The
Firm Securities and the Optional Securities are herein collectively
called the “ Offered Securities .”
2.
Representations and Warranties of the Company . The Company
represents and warrants to, and agrees with, the several
Underwriters that:
(a) Filing and
Effectiveness of Registration Statement; Certain Defined Terms
. The Company has filed with the Commission a registration
statement on Form S-3 (No. 333-135560), including a
related prospectus or prospectuses, covering the registration of
the Offered Securities under the Act, which has become effective.
“ Registration Statement ” at any particular
time means such registration statement in the form then filed with
the Commission, including any amendment thereto, any document
incorporated by reference therein and all 430B Information and all
430C Information with respect to such registration statement, that
in any case has not been superseded or modified. “
Registration Statement ” without reference to a time
means the Registration Statement as of the Effective Date. For
purposes of this definition, 430B Information shall be considered
to be included in the Registration Statement as of the time
specified in Rule 430B.
For purposes of
this Agreement:
“ 430B
Information ” means information included in a prospectus
then deemed to be a part of the Registration Statement pursuant to
Rule 430B(e) or retroactively deemed to be a part of the
Registration Statement pursuant to Rule 430B(f).
“ 430C
Information ” means information included in a prospectus
then deemed to be a part of the Registration Statement pursuant to
Rule 430C.
“ Act
” means the Securities Act of 1933, as amended.
“
Applicable Time ” means 5:30 p.m. (Eastern time) on
the date of this Agreement.
“ Closing
Date ” has the meaning defined in Section 3
hereof.
“
Commission ” means the Securities and Exchange
Commission.
“
Effective Date ” of the Registration Statement
relating to the Offered Securities means the time of the first
contract of sale for the Offered Securities.
“
Exchange Act ” means the Securities Exchange Act of
1934.
“ Final
Prospectus ” means the Statutory Prospectus that
discloses the public offering price, other 430B Information and
other final terms of the Offered Securities and otherwise satisfies
Section 10(a) of the Act.
“ General
Use Issuer Free Writing Prospectus ” means any Issuer
Free Writing Prospectus that is intended for general distribution
to prospective investors, as evidenced by its being so specified in
Schedule B to this Agreement.
“ Issuer
Free Writing Prospectus ” means any “issuer free
writing prospectus,” as defined in Rule 433, relating to
the Offered Securities in the
form filed or required to be filed with the Commission or, if not
required to be filed, in the form retained in the Company’s
records pursuant to Rule 433(g).
“ Limited
Use Issuer Free Writing Prospectus ” means any Issuer
Free Writing Prospectus that is not a General Use Issuer Free
Writing Prospectus.
“ Rules
and Regulations ” means the rules and regulations of the
Commission.
“
Securities Laws ” means, collectively, the
Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley ”),
the Act, the Exchange Act, the Rules and Regulations, the auditing
principles, rules, standards and practices applicable to auditors
of “issuers” (as defined in Sarbanes-Oxley) promulgated
or approved by the Public Company Accounting Oversight Board and,
as applicable, the rules of the New York Stock Exchange and the
NASDAQ Stock Market (“ Exchange Rules
”).
“
Statutory Prospectus ” with reference to any
particular time means the prospectus relating to the Offered
Securities that is included in the Registration Statement
immediately prior to that time, including all 430B Information and
all 430C Information with respect to the Registration Statement.
For purposes of the foregoing definition, 430B Information shall be
considered to be included in the Statutory Prospectus only as of
the actual time that form of prospectus (including a prospectus
supplement) is filed with the Commission pursuant to Rule 424(b)
and not retroactively.
Unless otherwise
specified, a reference to a “rule” is to the indicated
rule under the Act.
(b) Compliance
with Securities Act Requirements . (i) (A) At the time the
Registration Statement initially became effective, (B) at the
time of each amendment thereto for the purposes of complying with
Section 10(a)(3) of the Act (whether by post-effective
amendment, incorporated report or form of prospectus), (C) on
the Effective Date relating to the Offered Securities and
(D) on the Closing Date, the Registration Statement conformed
and will conform in all respects to the requirements of the Act and
the Rules and Regulations and did not and will not include any
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading and (ii) (A) on its date,
(B) at the time of filing the Final Prospectus pursuant to
Rule 424(b) and (C) on the Closing Date, the Final Prospectus
will conform in all respects to the requirements of the Act and the
Rules and Regulations, and will not include any untrue statement of
a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading. The preceding sentence does not apply to statements in
or omissions from any such document based upon written information
furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood
and agreed that the only such information is that described as such
in Section 8(b) hereof.
(c) Shelf
Registration Statement . The date of this Agreement is not more
than three years subsequent to the more recent of the initial
effective date of the Registration Statement or December 1,
2005. If, immediately prior to the third anniversary of the more
recent of the initial effective date of the Registration Statement
or December 1, 2005, any of the Offered Securities remain
unsold by the Underwriters, the
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Company will
prior to that third anniversary file, if it has not already done
so, a new shelf registration statement relating to the Offered
Securities, in a form satisfactory to the Representatives, will use
its best efforts to cause such registration statement to be
declared effective within 180 days after that third
anniversary, and will take all other action necessary or
appropriate to permit the public offering and sale of the Offered
Securities to continue as contemplated in the expired registration
statement relating to the Offered Securities. References herein to
the Registration Statement shall include such new shelf
registration statement.
(d) Ineligible
Issuer Status . (i) At the earliest time after the filing
of the Registration Statement that the Company or another offering
participant made a bona fide offer (within the meaning of
Rule 164(h)(2)) of the Offered Securities and (ii) at the
date of this Agreement, the Company was not and is not an
“ineligible issuer,” as defined in Rule 405, including
(x) the Company or any other subsidiary in the preceding three
years not having been convicted of a felony or misdemeanor or
having been made the subject of a judicial or administrative decree
or order as described in Rule 405 and (y) the Company in
the preceding three years not having been the subject of a
bankruptcy petition or insolvency or similar proceeding, not having
had a registration statement be the subject of a proceeding under
Section 8 of the Act and not being the subject of a proceeding
under Section 8A of the Act in connection with the offering of
the Securities, all as described in Rule 405.
(e) General
Disclosure Package . As of the Applicable Time, neither
(i) the General Use Issuer Free Writing Prospectus issued at
or prior to the Applicable Time and the preliminary prospectus
supplement, dated November 1, 2006, including the base
prospectus, dated June 30, 2006, (which is the most recent
Statutory Prospectus distributed to investors generally), and the
other information, if any, stated in Schedule B to this
Agreement to be included in the General Disclosure Package, all
considered together (collectively, the “ General
Disclosure Package ”), nor (ii) any individual
Limited Use Issuer Free Writing Prospectus, when considered
together with the General Disclosure Package, included any untrue
statement of a material fact or omitted to state any material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The
preceding sentence does not apply to statements in or omissions
from any Statutory Prospectus or any Issuer Free Writing Prospectus
in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood
and agreed that the only such information furnished by any
Underwriter consists of the information described as such in
Section 8(b) hereof.
(f) Issuer Free
Writing Prospectuses . Each Issuer Free Writing Prospectus, as
of its issue date and at all subsequent times through the
completion of the public offer and sale of the Offered Securities
or until any earlier date that the Company notified or notifies
Credit Suisse Securities (USA) LLC (“ Credit
Suisse ”) as described in the next sentence, did not,
does not and will not include any information that conflicted,
conflicts or will conflict with the information then contained in
the Registration Statement. If at any time following issuance of an
Issuer Free Writing Prospectus there occurred or occurs an event or
development as a result of which such Issuer Free Writing
Prospectus conflicted or would conflict with the information then
contained in the Registration Statement or as a result of which
such Issuer Free Writing Prospectus, if republished immediately
following such event or development, would include an untrue
statement of a material fact or omitted or would omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading, (i) the Company has promptly notified or will
promptly notify Credit Suisse and (ii) the Company has
promptly amended or will promptly amend or supplement such Issuer
Free Writing Prospectus to eliminate or correct such conflict,
untrue statement or omission.
(g) Good
standing of the Company . The Company has been duly
incorporated and is existing and in good standing under the laws of
the State of Delaware, with power and authority (corporate and
other) to own its properties and conduct its business as described
in the General Disclosure Package; and the Company is duly
qualified to do business as a foreign corporation in good standing
in all other jurisdictions in which its ownership or lease of
property or the conduct of its business requires such
qualification.
(h)
Subsidiaries . Each subsidiary of the Company has been duly
incorporated and is existing and in good standing under the laws of
the jurisdiction of its incorporation, with power and authority
(corporate
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and other) to
own its properties and conduct its business as described in the
General Disclosure Package; and each subsidiary of the Company is
duly qualified to do business as a foreign corporation in good
standing in all other jurisdictions in which its ownership or lease
of property or the conduct of its business requires such
qualification; all of the issued and outstanding capital stock of
each subsidiary of the Company has been duly authorized and validly
issued and is fully paid and nonassessable; and, except to the
extent set forth in the General Disclosure Package and the
Prospectus, and except as set forth in the following sentence in
the case of PeopleSupport (Philippines), Inc., the capital stock of
each subsidiary is owned by the Company, directly or through
subsidiaries, free from liens, encumbrances and defects. A de
minimis number of shares of PeopleSupport (Philippines), Inc. is
owned by persons who are Philippine nationals as required under
Philippine law.
(i) Offered
Securities . The Offered Securities and all other outstanding
shares of capital stock of the Company have been duly authorized;
the authorized equity capitalization of the Company is as set forth
in the General Disclosure Package; all outstanding shares of
capital stock of the Company are, and, when the Offered Securities
have been delivered and paid for in accordance with this Agreement
on each Closing Date, such Offered Securities will have been,
validly issued, fully paid and nonassessable, will conform to the
information in the General Disclosure Package and to the
description of such Offered Securities contained in the Final
Prospectus; the stockholders of the Company have no preemptive
rights with respect to the Securities; and none of the outstanding
shares of capital stock of the Company have been issued in
violation of any preemptive or similar rights of any security
holder.
(j) No
Finder’s Fee . Except as disclosed in the General
Disclosure Package, there are no contracts, agreements or
understandings between the Company and any person that would give
rise to a valid claim against the Company or any Underwriter for a
brokerage commission, finder’s fee or other like payment in
connection with this offering.
(k)
Registration Rights . Except as disclosed in the General
Disclosure Package, there are no contracts, agreements or
understandings between the Company and any person granting such
person the right to require the Company to file a registration
statement under the Act with respect to any securities of the
Company owned or to be owned by such person or to require the
Company to include such securities in the securities registered
pursuant to a Registration Statement or in any securities being
registered pursuant to any other registration statement filed by
the Company under the Act (collectively, “ registration
rights ”), and any person to whom the Company has granted
registration rights has agreed not to exercise such rights until
after the expiration of the Lock-Up Period referred to in
Section 5 hereof.
(l) Listing
. The Offered Securities have been approved for listing on the
NASDAQ Global Market, subject to notice of issuance.
(m) Absence of
Further Requirements . No consent, approval, authorization, or
order of, or filing or registration with, any person (including any
governmental agency or body or any court) is required for the
consummation of the transactions contemplated by this Agreement in
connection with the offering, issuance and sale of the Offered
Securities by the Company, except such as have been obtained, or
made and such as may be required under state securities
laws.
(n) Title to
Property . The Company and its subsidiaries do not own any real
property and, except as disclosed in the General Disclosure
Package, the Company and its subsidiaries hold any material leased
real or personal property under valid and enforceable leases with
no terms or provisions that would materially interfere with the use
made or to be made thereof by them.
(o) Absence of
Defaults and Conflicts Resulting from Transaction . The
execution, delivery and performance of this Agreement, and the
issuance and sale of the Offered Securities will not result in a
breach or violation of any of the terms and provisions of, or
constitute a default or a Debt Repayment Triggering Event (as
defined below) under, or result in the imposition of any lien,
charge or encumbrance upon any property or assets of the Company or
any of its subsidiaries pursuant to, the charter or by-laws of the
Company or any of its subsidiaries, any statute, rule, regulation
or order of any governmental agency or body or any court, domestic
or foreign, having jurisdiction over the Company or any of its
subsidiaries or
4
any of their
properties, or any agreement or instrument to which the Company or
any of its subsidiaries is a party or by which the Company or any
of its subsidiaries is bound or to which any of the properties of
the Company or any of its subsidiaries is subject; a “
Debt Repayment Triggering Event ” means any event or
condition that gives, or with the giving of notice or lapse of time
would give, the holder of any note, debenture, or other evidence of
indebtedness (or any person acting on such holder’s behalf)
the right to require the repurchase, redemption or repayment of all
or a portion of such indebtedness by the Company or any of its
subsidiaries.
(p) Absence of
Existing Defaults and Conflicts . Neither the Company nor any
of its subsidiaries is in violation of its respective charter or
by-laws or in default (or with the giving of notice or lapse of
time would be in default) under any existing obligation, agreement,
covenant or condition contained in any indenture, loan agreement,
mortgage, lease or other agreement or instrument to which any of
them is a party or by which any of them is bound or to which any of
the properties of any of them is subject, except in each case such
violations or defaults that would not, individually or in the
aggregate, result in a material adverse effect on the condition
(financial or otherwise), results of operations, business,
properties or prospects of the Company and its subsidiaries taken
as a whole (“ Material Adverse Effect
”).
(q)
Authorization of Agreement . This Agreement has been duly
authorized, executed and delivered by the Company.
(r) Possession
of Licenses and Permits . The Company and its subsidiaries
possess, and are in compliance with the terms of, all adequate
certificates, authorizations, franchises, licenses and permits
(“ Licenses ”) necessary or material to the
conduct of the business now conducted or proposed in the General
Disclosure Package to be conducted by them and have not received
any notice of proceedings relating to the revocation or
modification of any Licenses that, if determined adversely to the
Company or any of its subsidiaries, would individually or in the
aggregate have a Material Adverse Effect.
(s) Absence of
Labor Dispute . No labor dispute with the employees of the
Company or any of its subsidiaries exists or, to the knowledge of
the Company, is imminent that could reasonably be expected to have
a Material Adverse Effect.
(t) Possession
of Intellectual Property . The Company and its subsidiaries
own, possess or can acquire on reasonable terms, adequate
trademarks, trade names and other rights to inventions, know-how,
patents, copyrights, confidential information and other
intellectual property (collectively, “ intellectual
property rights ”) necessary to conduct the business now
operated by them, or presently employed by them, and have not
received any notice of infringement of or conflict with asserted
rights of others with respect to any intellectual property rights
that, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a
Material Adverse Effect.
(u)
Environmental Laws . Except as disclosed in the General
Disclosure Package, neither the Company nor any of its subsidiaries
is in violation of any statute, any rule, regulation, decision or
order of any governmental agency or body or any court, domestic or
foreign, relating to the use, disposal or release of hazardous or
toxic substances or relating to the protection or restoration of
the environment or human exposure to hazardous or toxic substances
(collectively, “ environmental laws ”), owns or
operates any real property contaminated with any substance that is
subject to any environmental laws, is liable for any off-site
disposal or contamination pursuant to any environmental laws, or is
subject to any claim relating to any environmental laws, which
violation, contamination, liability or claim would individually or
in the aggregate have a Material Adverse Effect; and the Company is
not aware of any pending investigation which might lead to such a
claim.
(v) Accurate
Disclosure . The statements contained (i) in the General
Disclosure Package and the Final Prospectus under the heading
“Description of Securities—Common Stock” and
(ii) in the Company’s 10-K for the fiscal period ended
December 31, 2005 and incorporated by reference in the General
Disclosure Package and the Final Prospectus under the headings
“Business—Regulation” and “Legal
Proceedings,” insofar as such statements summarize legal
matters, agreements, documents or proceedings
5
discussed
therein, are accurate and fair summaries of such legal matters,
agreements, documents or proceedings and present the information
required to be shown.
(w) Absence of
Manipulation . The Company has not taken, directly or
indirectly, any action that is designed to or that has constituted
or that would reasonably be expected to cause or result in the
stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Offered
Securities.
(x) Statistical
and Market-Related Data . Any third-party statistical and
market-related data included or incorporated by reference in a
Registration Statement, a Statutory Prospectus or the General
Disclosure Package are based on or derived from sources that the
Company has no reason to believe are not reliable and
accurate.
(y) Internal
Controls and Compliance with the Sarbanes-Oxley Act . Except as
set forth in the General Disclosure Package, the Company, its
subsidiaries and the Company’s Board of Directors (the
“ Board ”) are in compliance with Sarbanes-Oxley
and all applicable rules under the Exchange Act. The Company
maintains a system of internal controls, including, but not limited
to, disclosure controls and procedures, internal controls over
accounting matters and financial reporting, an internal audit
function and legal and regulatory compliance controls
(collectively, “ Internal Controls ”) that
comply with the Securities Laws and are sufficient to provide
reasonable assurances that (i) transactions are executed in
accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with U.S.
General Accepted Accounting Principles and to maintain
accountability for assets, (iii) access to assets is permitted
only in accordance with management’s general or specific
authorization and (iv) the recorded accountability for assets
is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. The
Internal Controls are, or upon consummation of the offering of the
Offered Securities will be, overseen by the Audit Committee (the
“ Audit Committee ”) of the Board in accordance
with Exchange Rules. The Company has not publicly disclosed or
reported to the Audit Committee or the Board, and within the next
90 days the Company does not
reasonably expect to publicly disclose or report to the Audit
Committee or the Board, (i) a significant deficiency, material
weakness, change in Internal Controls or fraud involving management
or other employees who have a significant role in Internal
Controls, which would have a Material Adverse Effect, or
(ii) any violation of, or failure to comply with, the
Securities Laws, or any matter which, if determined adversely,
would have a Material Adverse Effect (each of subsections
(i) and (ii) above an “ Internal Control
Event ”).
(z) Absence of
Accounting Issues . A member of the Audit Committee has
confirmed to the Chief Executive Officer, Chief Financial Officer
or General Counsel that, except as set forth in the General
Disclosure Package, the Audit Committee is not reviewing or
investigating, and neither the Company’s independent auditors
nor its internal auditors have recommended that the Audit Committee
review or investigate, (i) adding to, deleting, changing the
application of, or changing the Company’s disclosure with
respect to, any of the Company’s material accounting
policies; (ii) any matter which could result in a restatement
of the Company’s financial statements for any annual or
interim period during the current or prior three fiscal years; or
(iii) any Internal Control Event.
(aa)
Litigation . There are no pending actions, suits or
proceedings (including any inquiries or investigations by any court
or governmental agency or body, domestic or foreign) against or
affecting the Company, any of its subsidiaries or any of their
respective properties that, if determined adversely to the Company
or any of its subsidiaries, would individually or in the aggregate
have a Material Adverse Effect, or would materially and adversely
affect the ability of the Company to perform its obligations under
this Agreement, or which are otherwise material in the context of
the sale of the Offered Securities; and no such actions, suits or
proceedings (including any inquiries or investigations by any court
or governmental agency or body, domestic or foreign) are threatened
or, to the Company’s knowledge, contemplated.
(bb) Financial
Statements . The financial statements included in the
Registration Statement and the General Disclosure Package present
fairly the financial position of the Company and its consolidated
subsidiaries as of the dates shown and their results of operations
and cash flows for the periods shown, and,
6
except as
otherwise disclosed in the General Disclosure Package, such
financial statements have been prepared in conformity with the
generally accepted accounting principles in the United
States—applied on a consistent basis.
(cc) No
Material Adverse Change in Business . Except as disclosed in
the General Disclosure Package, since the end of the period covered
by the latest audited financial statements included in the General
Disclosure Package (i) there has been no change, nor any
development or event involving a prospective change, in the
condition (financial or otherwise), results of operations,
business, properties or prospects of the Company and its
subsidiaries, taken as a whole that is material and adverse,
(ii) except as disclosed in or contemplated by the General
Disclosure Package, there has been no dividend or distribution of
any kind declared, paid or made by the Company on any class of its
capital stock and (iii) except as disclosed in or contemplated
by the General Disclosure Package, there has been no material
adverse change in the capital stock, short-term indebtedness,
long-term indebtedness, net current assets or net assets of the
Company and its subsidiaries.
(dd) Investment
Company Act . The Company is not and, after giving effect to
the offering and sale of the Offered Securities and the application
of the proceeds thereof as described in the General Disclosure
Package, will not be an “investment company” as defined
in the Investment Company Act of 1940 (the “ Investment
Company Act ”).
(ee)
Ratings . No “nationally recognized statistical rating
organization” as such term is defined for purposes of
Rule 436(g)(2) has imposed (or has informed the Company that
it is considering imposing) any condition (financial or otherwise)
on the Company’s retaining any rating assigned to the Company
or any securities of the Company.
(ff) PFIC
Status . The Company is not a Passive Foreign Investment
Company (“ PFIC ”) within the meaning of
Section 1296 of the United States Internal Revenue Code of
1986, and the Company is not likely to become a PFIC.
(gg) Tax
Filings . The Company and its subsidiaries have filed all
federal, state, local and non-U.S. tax returns that are required to
be filed or have requested extensions thereof (except in any case
in which the failure so to file would not have a Material Adverse
Effect); and, except as set forth in the General Disclosure
Package, the Company and its subsidiaries have paid all taxes
(including any assessments, fines or penalties) required to be paid
by them, except for any such taxes, assessments, fines or penalties
currently being contested in good faith or as would not,
individually or in the aggregate, have a Material Adverse
Effect.
(hh) The Company
and its subsidiaries are insured by insurers with appropriately
rated claims paying abilities against such losses and risks and in
such amounts as management reasonably believes are prudent and
customary for the businesses in which they are engaged; all
policies of insurance and fidelity or surety bonds insuring the
Company or any of its subsidiaries or their respective businesses,
assets, employees, officers and directors are in full force and
effect; the Company and its subsidiaries are in compliance with the
terms of such policies and instruments in all material respects;
and there are no claims by the Company or any of its subsidiaries
under any such policy or instrument as to which any insurance
company is denying liability or defending under a reservation of
rights clause, except for any such claims which would not have a
Material Adverse Effect; neither the Company nor any such
subsidiary has been refused any insurance coverage sought or
applied for, except for any such coverage the lack thereof would
not have a Material Adverse Effect; and neither the Company nor any
such subsidiary has any reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may
be necessary to continue its business at a cost that would not have
a Material Adverse Effect, except as set forth in or contemplated
in the General Disclosure Package.
(ii) Each of the
Company, its subsidiaries, its affiliates and any of their
respective officers, directors, supervisors, managers, agents, or
employees, has not violated, its participation in the offering will
not violate, and has instituted and maintains policies and
procedures designed to ensure continued compliance each of the
following laws: (a) anti-bribery laws, including but not limited
to, any applicable law, rule, or
7
regulation of
any locality, including but not limited to any law, rule, or
regulation promulgated to implement the OECD Convention on
Combating Bribery of Foreign Public Officials in International
Business Transactions, signed December 17, 1997, including the
U.S. Foreign Corrupt Practices Act of 1977 or any other law, rule
or regulation of similar purpose and scope, (b) anti-money
laundering laws, including but not limited to, applicable federal,
state, international, foreign or other laws, regulations or
government guidance regarding anti-money laundering, including,
without limitation, Title 18 U.S. Code section 1956 and 1957, the
Patriot Act, the Bank Secrecy Act, and international anti-money
laundering principals or procedures by an intergovernmental group
or organization, such as the Financial Action Task Force on Money
Laundering, of which the United States is a member and with which
designation the United States representative to the group or
organization continues to concur, all as amended, and any Executive
order, directive, or regulation pursuant to the authority of any of
the foregoing, or any orders or licenses issued thereunder or
(c) laws and regulations imposing U.S. economic sanctions
measures, including, but not li
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