Common use of Economic Sanctions Clause in Contracts

Economic Sanctions. (i) Neither the Company nor any of its subsidiaries, nor any director or officer thereof, nor, to the Company’s knowledge, any employee or affiliate of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) , the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea region, Cuba, Iran, North Korea and Syria). (ii) The Company will not, directly or indirectly, use the Net Proceeds of the sale of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Since the Company’s inception, the Company (including its predecessors) and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as otherwise authorized by law.

Economic Sanctions. (i) Neither the Company nor any of its subsidiaries, nor any director director, officer, or officer employee thereof, nor, to the Company’s knowledge, any employee agent, affiliate or affiliate representative of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that areis: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea regionCrimea, Cuba, Iran, North Korea Korea, Sudan and Syria). (ii) The Company will not, directly or indirectly, use the Net Proceeds proceeds of the sale of the Sharesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Since For the Company’s inceptionpast five years, the Company (including its predecessors) and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as otherwise authorized by law.

Economic Sanctions. (i) Neither the Company nor any of its subsidiaries, nor any director directors, officers or officer thereofaffiliates, nor, to the Company’s knowledge, any agent, employee or affiliate representative of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that areis: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea regionCrimea, Cuba, Iran, North Korea Korea, Sudan and Syria). (ii) The Company will not, directly or indirectly, use the Net Proceeds proceeds of the sale of the Sharesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Since For the Company’s inceptionpast five years, the Company (including its predecessors) and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as otherwise authorized by law.

Economic Sanctions. (i) Neither the Company nor any of its subsidiariesSubsidiaries, nor any director director, officer, or officer employee thereof, nor, to the Company’s knowledge, any employee agent, affiliate or affiliate representative of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates Subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that areis: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea regionBurma/Myanmar, Cuba, Iran, North Korea Korea, Sudan and Syria). (ii) The Company will not, directly or indirectly, use the Net Proceeds proceeds of the sale of the Sharesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Since For the Company’s inceptionpast five years, the Company (including its predecessors) and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as otherwise authorized by law.

Economic Sanctions. (i) Neither the Company nor any of its subsidiaries, nor any director director, officer, or officer employee thereof, nor, to the Company’s knowledge, any employee agent, affiliate or affiliate representative of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates subsidiaries, is an individual or entity (“Person”) that is, or is owned 50% or more or controlled by one or more Persons a Person that areis: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (including, without limitation, the Crimea regionCrimea, Cuba, Iran, North Korea and Syria). (ii) The Company will not, directly or indirectly, use the Net Proceeds proceeds of the sale of the Sharesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Since For the Company’s inceptionpast five years, the Company (including its predecessors) and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, and will not engage in, in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as otherwise authorized by law.

Economic Sanctions. (i) Neither the Company nor any of its subsidiaries, nor any director or officer thereof, nor, to the Company’s knowledge, any employee or affiliate of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) , the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea regionregion of Ukraine, Cuba, Iran, North Korea Korea, Sudan and Syria). (ii) The Company will not, directly or indirectly, use the Net Proceeds of the sale of the Placement Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Since the Company’s inception, the Company (including its predecessors) and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as otherwise authorized by law.

Economic Sanctions. (i) Neither the Company nor any of its subsidiariesthe Company Subsidiaries, nor any director director, officer, or officer employee thereof, nor, to the Knowledge of the Company’s knowledge, any employee agent, Affiliate or affiliate representative of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates Subsidiaries, is an individual or entity (“Person”) a Person that is, or is owned or controlled by one or more Persons a Person that are: is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), or or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea regionCrimea, Burma/Myanmar, Cuba, Iran, North Korea Korea, Sudan and Syria). (ii) The Neither the Company will notnor any of the Company Subsidiaries will, directly or indirectly, use the Net Proceeds proceeds of the sale of the SharesPurchased Stock under this Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: : (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Since For the Company’s inceptionpast five years, the Company (including its predecessors) and its subsidiaries the Company Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as otherwise authorized by law.

Economic Sanctions. (iA) Neither the Company nor any of its subsidiaries, directors or officers, nor any director or officer thereof, nor, to the Company’s knowledge, any employee or affiliate of the Company or any of its subsidiaries or any employee, agent or representative of the Company or of any of its subsidiaries or affiliates subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are: (A1) the subject or the target of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her His Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), ornor (B2) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea regionRegion of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria). (iiB) The Company will not, directly or indirectly, use the Net Proceeds proceeds of the sale of the Sharesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A1) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B2) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iiiC) Since For the Company’s inceptionpast five years, the Company (including its predecessors) and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as otherwise authorized by law.

Economic Sanctions. (i) Neither the Company nor any of its subsidiaries, nor any director director, officer, or officer employee thereof, nor, to the Company’s knowledge, any employee agent, affiliate or affiliate representative of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that areis: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her His Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country or territory that is the subject of Sanctions (Sanctions, including, without limitation, Crimea, the Crimea regionso-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and SyriaSyria (each, a “Sanctioned Country”). (ii) The Company will not, directly or indirectly, use the Net Proceeds proceeds of the sale of the Sharesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Since For the Company’s inceptionpast five years, the Company (including its predecessors) and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as otherwise authorized by law.

Economic Sanctions. (i) Neither the Company nor any of its subsidiariesthe Company Subsidiaries, nor any director director, officer, or officer employee thereof, nor, to the Knowledge of the Company’s knowledge, any employee agent, Affiliate or affiliate representative of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates Subsidiaries, is an individual or entity (“Person”) a Person that is, or is owned or controlled by one or more Persons a Person that are: is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), or nor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea regionCrimea, Burma/Myanmar, Cuba, Iran, North Korea Korea, Sudan and Syria). (ii) The Neither the Company will notnor any of the Company Subsidiaries will, directly or indirectly, use the Net Proceeds proceeds of the sale of the SharesPSA or the Exchange, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: : (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Since For the Company’s inceptionpast five (5) years, the Company (including its predecessors) and its subsidiaries the Company Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as otherwise authorized by law.

Economic Sanctions. As of the date of this Agreement, (i) Neither neither the Company nor any of its subsidiaries, nor any director director, officer, or officer employee thereof, nor, to the Company’s knowledge, any employee agent, affiliate or affiliate representative of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates subsidiaries, is an individual or entity (“Person”) a Person that is, or is owned or controlled by one 50% or more owned, directly or indirectly, by a Person or Persons that is or are: : (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), or nor (B) located, organized or resident in a country or territory that is itself the subject of Sanctions (including, without limitation, the Crimea regionBalkans, Belarus, Burma, Cote D’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea Korea, Sudan, Syria and SyriaZimbabwe). ; (ii) The the Company will not, directly or indirectly, use the Net Proceeds proceeds of the sale of the Sharesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: : (A) in order to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitationfunding, is the subject of Sanctions in a manner that is prohibited under Sanctions; or or (B) in any other manner that will foreseeably result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). ; and (iii) Since for the Company’s inceptionpast five years, the Company (including its predecessors) and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions in a manner that is prohibited under Sanctions, except as otherwise authorized by law.

Economic Sanctions. (i) Neither the Company nor any of its subsidiaries, nor any director or officer director, officer, employee thereof, nor, to the Company’s knowledge, any employee agent, affiliate or affiliate representative of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that areis: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea regionCrimea, Cuba, Iran, North Korea Korea, Sudan and Syria). (ii) The Company will not, directly or indirectly, use the Net Proceeds proceeds of the sale of the Sharesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Since For the Company’s inceptionpast five years, the Company (including its predecessors) and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as otherwise authorized by law.

Economic Sanctions. (i) Neither the Company nor any of its subsidiaries, nor any director directors, officers or officer thereofaffiliates, nor, to the Company’s knowledge, any agent, employee or affiliate representative of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that areis: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea regionCrimea, Cuba, Iran, North Korea Korea, Sudan and Syria). (ii) The Company will not, directly or indirectly, use the Net Proceeds proceeds of the sale of the Sharesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Since For the Company’s inceptionpast five years, the Company (including its predecessors) and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (b) Each Selling Stockholder severally represents and warrants to, except as otherwise authorized by law.and agrees with, the several Underwriters that:

Economic Sanctions. (iA) Neither the Company nor any of its subsidiaries, nor any director director, officer, or officer employee thereof, nor, to the Company’s knowledge, any employee agent, affiliate or affiliate representative of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that areis: (A1) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), or (B2) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea regionCrimea, Cuba, Iran, North Korea Korea, Sudan and Syria). (iiB) The Company will not, directly or indirectly, use the Net Proceeds proceeds of the sale of the Sharesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A1) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B2) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iiiC) Since For the Company’s inceptionpast five years, the Company (including its predecessors) and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as otherwise authorized by law.

Economic Sanctions. (i) Neither the Company nor any of its subsidiaries, nor any director director, officer, or officer employee thereof, nor, to the Company’s knowledge, any employee agent, affiliate or affiliate representative of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that areis: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea regionCrimea, Burma/Myanmar, Cuba, Iran, North Korea Korea, Sudan and Syria). (ii) The Neither the Company will notnor any of its subsidiaries will, directly or indirectly, use the Net Proceeds proceeds of the sale of the Sharesits Offered Securities under this Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Since For the Company’s inceptionpast five years, the Company (including its predecessors) and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as otherwise authorized by law.

Economic Sanctions. (i) Neither the Company nor any of its subsidiariesSubsidiaries, nor any director director, officer, or officer employee thereof, nor, to the Company’s knowledge, any employee agent, affiliate or affiliate representative of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates Subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that are: is (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), or nor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea regionBurma/Myanmar, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria). (ii) . The Company will not, directly or indirectly, use the Net Proceeds proceeds of the sale of the Sharesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: Person (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Since . For the Company’s inceptionpast five years, the Company (including its predecessors) and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as otherwise authorized by law.

Economic Sanctions. (i) Neither the Company nor any of its subsidiaries, nor any director director, officer, or officer employee thereof, nor, to the Company’s knowledge, any employee agent, affiliate or affiliate representative of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that areis: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) ), the United Nations Security Council (“UNSC”UN), the European Union (“EU”), Her Majesty’s Treasury (“UK HMT”), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea regionCrimea, Cuba, Iran, North Korea Korea, Sudan and Syria). (ii) The Company will not, directly or indirectly, use the Net Proceeds proceeds of the sale of the Sharesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Since For the Company’s inceptionpast five years, the Company (including its predecessors) and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (b) The Selling Stockholder represents and warrants to, except as otherwise authorized by law.and agrees with, the several Underwriters that: