Common use of No Conflict with OFAC Laws Clause in Contracts

No Conflict with OFAC Laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer or employee of the Company or any agent, or 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 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 State and including, without limitation, the designation as a “specially designated national” or “blocked person”), or other sanctions authority having jurisdiction over the Company or any of its subsidiaries (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 (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of 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 5 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 in violation of Sanctions.

No Conflict with OFAC Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor, to the knowledge of the Company, any director, officer or employee of the Company or any officer, employee, agent, or 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 sanctions administered or enforced by the U.S. Government, 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 State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority having jurisdiction over the Company or any of its subsidiaries (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, Cuba, Iran, North Korea, Syria, the Crimea, Kherson, Zaporizhzhia, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic regions of Ukraine (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of 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 5 five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions in violation of Sanctions 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 violation of SanctionsCountry.

No Conflict with OFAC Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor, to the knowledge of the Company, any director, officer or employee of the Company or any officer, employee, agent, or 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 sanctions administered or enforced by the U.S. Government, 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 State 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 or other relevant sanctions authority having jurisdiction over the Company or any of its subsidiaries (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 Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and the Ukraine region of Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of 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 5 five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, 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 violation of SanctionsCountry.

No Conflict with OFAC Laws. Neither the Company Company, the Guarantor, nor the Subsidiaries, nor any controlled affiliate of its subsidiariesthe Company, the Guarantor or any of the Subsidiaries, nor, to the knowledge Company’s and the Guarantor’s knowledge, any director, officer, agent or employee of the Company, any director, officer or employee of the Company or any agent, or affiliate or other person associated with or acting on behalf of the Company Guarantor or any of its subsidiaries the Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. Governmentgovernment, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority having jurisdiction over the Company or any of its subsidiaries (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 Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); . The Company and the Company Guarantor will not not, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to (i) to fund or facilitate any activities or business of or business with any person or in any country or territory that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of Sanctions or (iii) use in any other manner that will result in a violation of Sanctions by any person (including any person participating in the transactionoffering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions). For the past 5 years, the Company Company, the Guarantor and its subsidiaries the 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 that person, or in any country or territory, 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 violation of Sanctions.

No Conflict with OFAC Laws. Neither the Company, nor any of its subsidiaries nor any controlled affiliate of the Company nor or any of its subsidiaries, nor, nor to the Company’s knowledge of the Company, any director, officer officer, agent or employee of the Company or any agent, or 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 sanctions administered or enforced by the U.S. Governmentgovernment, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority having jurisdiction over the Company or any of its subsidiaries (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 Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the . The Company will not not, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to (i) to fund or facilitate any activities or business of or business with any person or in any country or territory that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of Sanctions or (iii) use in any other manner that will result in a violation of Sanctions by any person (including any person participating in the transactionoffering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions). For the past 5 years, the Company 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 that person, or in any country or territory, 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 violation of Sanctions.

No Conflict with OFAC Laws. Neither the Company nor any controlled affiliate of its subsidiaries, the Company nor, to the knowledge of the Company’s knowledge, any director, officer officer, agent or employee of the Company or any agent, or 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 sanctions administered or enforced by the U.S. Governmentgovernment, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority having jurisdiction over the Company or any of its subsidiaries (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, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the . The Company will not not, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to (i) to fund or facilitate any activities or business of or business with any person or in any country or territory that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of Sanctions or (iii) use in any other manner that will result in a violation of Sanctions by any person (including any person participating in the transactionoffering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions). For the past 5 years, the Company and its subsidiaries have has not knowingly engaged in, and are is not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that person, or in any country or territory, 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 violation of Sanctions.

No Conflict with OFAC Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor, to the knowledge of the Company, any director, officer or employee of the Company or any officer, agent, employee or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries (i) is, or is controlled or 50% or more owned by, or is acting on behalf of one or more individuals or entities that are currently the subject to or the target of any sanctions administered or enforced by the U.S. Government, United States (including, without limitation, including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation)), the designation as a “specially designated national” or “blocked person”)United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority having jurisdiction over the Company or any of its subsidiaries (collectively, “Sanctions”), nor (ii) 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 or whose government is itself the subject of Sanctions, which as of the date hereof includes the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea region and the non-government controlled areas of the Zaporizhzhia and Kherson regions of Ukraine and the other “Covered Regions” (eachas defined in Executive Order 14065 of the President of the United States), Cuba, Iran, North Korea and Syria (each a “Sanctioned Country”); and the , nor (iii) have any business or financial dealings with any person on OFAC’s Specially Designated Nationals (“SDN”) or Blocked Persons list or equivalent list relating to Sanctions. The Company will not directly or indirectly use the proceeds of the offering of the Securities hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund entity, for the purpose of financing or facilitate any facilitating the activities of or business with any person that, at the time of such funding or facilitation, is the entity then being subject to any Sanctions or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of Sanctions Country, or (iii) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past 5 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 in violation of Sanctions.

No Conflict with OFAC Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor, to the knowledge of the Company, any director, officer or employee of the Company or any officer, employee, agent, or 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 sanctions administered or enforced by the U.S. Government, 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 State 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 or other relevant sanctions authority having jurisdiction over the Company or any of its subsidiaries (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, Cuba, Iran, North Korea, Syria, the Ukraine region of Crimea, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of 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 5 five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions in violation of Sanctions 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 violation of SanctionsCountry.

No Conflict with OFAC Laws. Neither the Company nor any controlled affiliate of its subsidiaries, the Company nor, to the knowledge of the Company’s knowledge, any director, officer officer, agent or employee of the Company or any agent, or 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 sanctions administered or enforced by the U.S. Governmentgovernment, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority having jurisdiction over the Company or any of its subsidiaries (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”); and the . The Company will not not, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to (i) to fund or facilitate any activities or business of or business with any person or in any country or territory that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of Sanctions or (iii) use in any other manner that will result in a violation of Sanctions by any person (including any person participating in the transactionoffering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions). For the past 5 years, the Company and its subsidiaries have has not knowingly engaged in, and are is not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that person, or in any country or territory, 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 violation of Sanctions.

No Conflict with OFAC Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor, to the knowledge of the Company, any director, officer or employee of the Company or any officer, employee, agent, or 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 sanctions administered or enforced by the U.S. Government, 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 State 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 or other relevant sanctions authority having jurisdiction over the Company or any of its subsidiaries (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, Cuba, Iran, North Korea, Syria and the Ukraine region of Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of 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 5 five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, 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 violation of SanctionsCountry.