Common use of Compliance with Sanctions Laws Clause in Contracts

Compliance with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, after due inquiry, any director, officer, employee, agent, Affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”); nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that, at the time of such financing, is the subject or the target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither None of the Company nor or any of its subsidiaries, nor, to the knowledge of the Company, after due inquiry, any director, officer, employee, agent, Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of, or is controlled or 50% or more owned by or is acting on behalf of an individual or entity that is currently the subject of, any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of StateState and including, without limitation, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdomdesignation as a “specially designated national” or “blocked person”), or other relevant sanctions authority (collectively, “Sanctions”); , nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not use, directly or indirectly use indirectly, the proceeds of the offering of the SharesOffered Securities hereunder, or lend, contribute or otherwise make available available, directly or indirectly, such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or conduct business with any person, or in any country or territory, person that, at the time of such financing, funding or facilitation is the subject of Sanctions, (ii) to fund, facilitate, or the target conduct any activities of Sanctions or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither None of the Company nor Company, any of its subsidiaries, norSubsidiaries or, to the knowledge of the Company, after due inquiryany directors, officers or employees of the Company or any director, officer, employee, of its Subsidiaries or any agent, Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Asset Control (OFAC) of the U.S. Department of the Treasury or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury the Office of Financial Sanctions Implementation of the United Kingdom, Kingdom of Great Britain and Northern Ireland (OFSI) or other relevant sanctions authority (collectively, “Sanctions”); , nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela and Syria the Republic of Yemen (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the SharesOffering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, or any joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such financingfunding or facilitation, is the subject or the target of Sanctions Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five three years, the Company and its subsidiaries have has not knowingly engaged in and are is not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, after due inquiry, any director, officer, employee, agent, Affiliate agent or affiliate or other person associated with or acting authorized to act on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury of the United Kingdom(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”); , nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the SharesShares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such financingfunding or facilitation, is the subject or the target of Sanctions Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither None of the Company nor Company, any of its subsidiaries, nordirectors or officers or, to the knowledge of the Company, after due inquiryany of its employees, any directoragents, officer, employee, agent, Affiliate or other person associated with or acting on behalf affiliates of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Union or Her Majesty’s Treasury of the United Kingdom(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”); , nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, Crimeaas of the date hereof, Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the SharesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such financingfunding or facilitation, is the subject or the target of Sanctions Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in violation of applicable Sanctions.

Compliance with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, after due inquiry, any director, officer, employee, agent, Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury of the United Kingdom(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”); , nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the SharesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such financingfunding or facilitation, is the subject or the target of Sanctions Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither None of the Company nor Company, any of its subsidiaries, norSubsidiaries or, to the knowledge of the Company, after due inquiryany directors, officers or employees of the Company or any director, officer, employee, of its Subsidiaries or any agent, Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Asset Control (OFAC) of the U.S. Department of the Treasury or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury the Office of Financial Sanctions Implementation of the United Kingdom, Kingdom of Great Britain and Northern Ireland (OFSI) or other relevant sanctions authority (collectively, “Sanctions”); , nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, North Democratic People’s Republic of Korea (Xxxxx Xxxxx), the Syrian Arab Republic, the Bolivarian Republic of Venezuela and Syria the Republic of Yemen (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the SharesOffering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, or any joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such financingfunding or facilitation, is the subject or the target of Sanctions Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five three years, the Company and its subsidiaries have has not knowingly engaged in and are is not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, after due inquiry, any director, officer, employee, agent, Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury of the United Kingdom, Union or other relevant sanctions authority (collectively, “Sanctions”); , nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the SharesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such financingfunding or facilitation, is the subject or the target of Sanctions Sanctions, to the extent such activities or business would be prohibited by applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, to the extent such activities or business would be prohibited by applicable Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any unlawful dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, after due inquiry, any director, officer, other employee, agent, Affiliate agent or affiliate or other person associated with or acting authorized to act on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury of the United Kingdom(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”); , nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the SharesShares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such financingfunding or facilitation, is the subject or the target of Sanctions Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers nor, to the knowledge of the CompanyCompany or the Guarantors, after due inquiryemployees, agents or affiliates or any director, officer, employee, agent, Affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury of the United Kingdom, Union or other relevant sanctions authority (collectively, “Sanctions”); , nor is the Company or any of its subsidiaries located, or the Guarantors organized or resident in a country or territory that is the subject or the target of Sanctions, Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”)); and the Company will not directly or indirectly use the proceeds of the offering of the SharesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such financingfunding or facilitation, is the subject or the target of Sanctions Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any unlawful dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor, to the knowledge of the Company, after due inquiryany directors, officers, or employees of the Company or any director, officer, employee, agent, Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury of the United Kingdom, (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”); , nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the SharesShares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such financingfunding or facilitation, is the subject or the target of Sanctions Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither the Company nor any of its subsidiaries, nordirectors, officers or, to the knowledge of the Company, after due inquiryemployees, agents or affiliates or any director, officer, employee, agent, Affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury of the United Kingdom, Union or other relevant sanctions authority (collectively, “Sanctions”); , nor is the Company or any of its subsidiaries locatedsubsidiaries, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, CrimeaSanctions (as of the date hereof, Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”)); and the Company will not directly or indirectly use the proceeds of the offering of the SharesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such financingfunding or facilitation, is the subject or the target of Sanctions Sanctions, to the extent such activities or business would be prohibited by applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, to the extent such activities or business would be prohibited by applicable Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any unlawful dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, after due inquiry, any director, officer, employee, agent, Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury of the United Kingdom, Union or other relevant sanctions authority (collectively, “Sanctions”); , nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the SharesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such financingfunding or facilitation, is the subject or the target of Sanctions Sanctions, to the extent such activities or business would be prohibited by applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, to the extent such activities or business would be prohibited by applicable Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any unlawful dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither None of the Company nor Company, any of its subsidiaries, norsubsidiaries or, to the knowledge of the Company, after due inquiry, any director, officer, employee, agent, Affiliate employee or other person associated with or acting on behalf affiliate of the Company or any of its subsidiaries is currently the subject or or, to the knowledge of the Company, the target of any U.S. sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury of the United Kingdom, (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”); , nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the SharesShares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such financingfunding or facilitation, is the subject or or, to the knowledge of the Company, the target of Sanctions Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or or, to the knowledge of the Company, the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither the Company nor any of its subsidiariessubsidiaries (hereinafter in this Section ‎3(ff), the “Company”) nor, to the knowledge of the Company, after due inquiry, any director, officer, employee, agent, Affiliate affiliate or other person associated with or acting on behalf representative of the Company is an individual or any of its subsidiaries is entity (“Person”) currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury of the United Kingdom(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”); , nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, Sanctions including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); . The Company represents and the Company covenants that it will not not, directly or indirectly indirectly, use the proceeds of the offering sale of the SharesSecurities to transact, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person Person (i) to fund or entity, for the purpose of financing the facilitate any activities of or business with any person, or in any country or territory, thatPerson, at the time of such financingfunding or facilitation, is the subject or the target of Sanctions Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person Person (including any person Person participating in the transactionoffering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.