Common use of No Conflict with Sanctions Laws Clause in Contracts

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, 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”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the 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, Cuba, Iran, North Korea, Sudan and Syria (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 or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as 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.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, subsidiaries nor, to the knowledge of the CompanyCompany and the Guarantors, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries 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 to 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”) ), the U.S. Department of Commerce, 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 (collectively, “Sanctions”), nor is the Company, 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, Cuba, Iran, North Korea, Sudan Syria and Syria Crimea (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 person, (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or in any other country or territory, that, at the time of such funding, is the subject of Sanctions, or (iiiii) in any other manner that will result in a violation by any person (including any person participating in the transactionoffering, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past 5 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.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, directors or officers or employees, nor, to the knowledge of the Company, any agent, employee or affiliate or other person associated with or acting on behalf of the Company is an individual, government or any of its subsidiaries is entity (“Person”) currently the subject or the target of to any sanctions administered or enforced by the U.S. United States Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) Department, or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), by the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), ; nor is the Company, 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 limitationSanctions (currently, Cuba, Iran, North Korea, Sudan Syria and Syria (each, a “Sanctioned Country”Crimea); and and, except as permitted by an agency or department of the U.S. government, pursuant to license, regulation, or otherwise, the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunderNotes, or lend, contribute or otherwise make available such proceeds proceeds, to any subsidiary, joint venture partner or other person or entity entity, (i) to finance the activities of any Person currently subject to any Sanctions, (ii) to fund or facilitate any activities of or business with any person that, at the time of such funding Person or facilitation, in any country or territory that is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country comprehensive Sanctions or (iii) in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For To the knowledge of the Company, for the past 5 five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with (i) any person Person that at the time of the dealing or transaction was or is or was the subject or the target of Sanctions or with (ii) any Sanctioned Countrycountry or territory that was or is the subject of Sanctions.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiariesSubsidiaries, directorsnor any director, officers or employeesofficer, nor, to the knowledge of the Company, any agent, or employee, affiliate or other person associated with or acting on behalf representative of the Company or any of its subsidiaries Subsidiaries, to the knowledge of the Company is a Person that is currently the target or subject or the target of any sanctions administered or enforced by the U.S. Governmentgovernment, (including, including without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or Department, the U.S. Department of State and including, without limitationCommerce, the designation as a “specially designated national” or “blocked person”)U.S. Department of State, the United Nations Security Council (“UNSC”)Council, the European Union, Her His Majesty’s Treasury (“HMT”)Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or the target of 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 and sale of the Securities hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity Person, (i) to fund or facilitate any activities of or business with any person Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, or is in Cuba, Iran, Syria, North Korea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine or in any other country or territory, that, at the time of such funding or facilitation, is the subject or target of Sanctions, or (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 and sale of the Securities, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. The Company represents and covenants that, regardless of Sanctions, it will not, directly or indirectly, use the proceeds of the offering and sale of the Securities, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, to fund or facilitate any activities of or business in or involving Cuba or Iran. For the past 5 five years, the Company and its subsidiaries respective Subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in, and will not engage in any dealings or transactions with any person that Person that, at the time of the such dealing or transaction transaction, is or was the subject or the target of Sanctions or with or in any Sanctioned Countrycountry or territory that is or was the target or subject of Sanctions.

No Conflict with Sanctions Laws. Neither None of the Company nor Issuers or any of its subsidiaries, directors, officers or employees, their Subsidiaries nor, to the knowledge of the CompanyObligors, any director, officer, agent, or affiliate affiliate, employee or other person associated with or acting on behalf of the Company Issuers or any of its subsidiaries their Subsidiaries currently is currently an individual or entity that is, or that is owned or controlled by persons that are, (i) the subject or the target of any sanctions enforced or administered or enforced by the U.S. Government, United States (including, without limitation, 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”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Union or His Majesty’s Treasury (“HMT”), or other relevant sanctions authority treasury (collectively, the “Sanctions”), nor is the Company, any of its subsidiaries ) or (ii) located, organized organized, or resident in a country or territory that is the subject or the target of comprehensive Sanctions, includingcurrently, without limitationthe so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea regions of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria (eachcollectively, a “Sanctioned CountryCountries”); and the Company Partnership will not directly or or, knowingly, indirectly use the proceeds of the offering sale of the Securities hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity (iA) 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 any Sanctions in violation of Sanctions, (iiB) to fund or facilitate any activities of or any business in any Sanctioned Country in violation of Sanctions or (iiiC) in any other manner that will could result in a violation by any person (including any person participating in the transactionoffering and sale of Securities, whether as initial purchaserUnderwriter, advisor, investor or otherwise) of any applicable Sanctions. For the past 5 five years, the Company and its subsidiaries Obligors have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage 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 any Sanctions or with any Sanctioned Country, in each case, in any violation of Sanctions.

No Conflict with Sanctions Laws. Neither the Company Partnership Entities nor any of its subsidiaries, directors, officers or employeesthe Target, nor, to the knowledge of the CompanyIssuers and each of the Guarantors, any director, officer, agent, employee or affiliate or other person associated with or acting on behalf of the Company Partnership Entities or any of its subsidiaries the Target is currently the subject or the target of to 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. 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”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the CompanyPartnership Entities or the Target, 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, Cuba, Iran, North Korea, Sudan Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company Partnership 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 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 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 Partnership Entities and its subsidiaries the Target have not knowingly engaged in 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.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, subsidiaries nor, to the knowledge of the CompanyCompany and the Guarantors, any director, officer, agent, employee or affiliate or other person associated with or acting on behalf Affiliate of the Company or any of its subsidiaries is an individual or entity (“Person”) that is currently the subject or the target of any sanctions administered or enforced by the U.S. Governmentgovernment, (including, including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of the Treasury (“OFAC”) or Commerce, 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 (collectively, “Sanctions”), nor is the Company, 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, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the . The Company will not not, directly or indirectly knowingly indirectly, use the proceeds of the offering and sale of the Securities hereunderNotes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity Person, (i) to fund or facilitate any activities of or business with any person Person that, at the time of such funding, is the subject of Sanctions, or is in Cuba, Iran, Syria, North Korea, Crimea, or in any other country or territory, that, at the time of such funding or facilitation, is the subject or the target of Sanctions, or (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 and sale of the Notes, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past 5 five years, the Company Company, the Guarantors and its their respective subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in in, any dealings or transactions with any person that Person that, at the time of the such dealing or transaction transaction, is or was the subject or the target of Sanctions or with or in any Sanctioned Countrycountry or territory that, at the time of such dealing or transaction, is or was the target or subject of Sanctions.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, employees nor, to the knowledge of the Company, 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, 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 (“UNSC”)Council, the European Union, Her His Majesty’s Treasury (“HMT”), or other relevant sanctions authority or a resident or incorporated or engaged in a business in an “Enemy State” pursuant to the Israeli Trade with the Enemy Ordinance, 1939 (collectively, “Sanctions”), nor is the Company, 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 Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Placement Shares 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 or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past 5 ten years, the Company and its subsidiaries and predecessors 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.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries (in their capacities as such) 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”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”)Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, Company or 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, Cuba, Iran, North Korea, Sudan Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not not, directly or indirectly indirectly, use the proceeds of the offering sale 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, except to the extent then permitted for a person required to comply with 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 initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past 5 years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage 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, except (A) to the extent then permitted for a person required to comply with Sanctions or (B) as disclosed to the Representatives and are not material to the Company. Notwithstanding the foregoing provisions of this subsection (jj), any violation by the Company or any of its subsidiaries of EU Council Regulation (EC) No 2271/96 of 22 November 1996 as amended by Commission Delegated Regulation (EU) 2018/1100, the so-called “Blocking Statute,” shall not constitute a breach of this subsection (jj).

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, 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”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the 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, the Crimea region, Venezuela, Cuba, Iran, North Korea, Sudan and Syria (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 or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions. For the past 5 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.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or controlled or controlling affiliate of the Company or any of its subsidiaries 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 (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, 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, Cuba, Burma (Myanmar), Iran, North Korea, Sudan and Syria (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 or (iii) in any other manner that will result in a violation by any person (including any person participating in the transactionoffering of the Securities, whether as initial purchaserunderwriter, 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.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, subsidiaries nor, to the knowledge of the Company, any trustee, director, officer, agent, employee 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 (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), ) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, Company or 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, the Crimea, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, 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 or (iii) to cause in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaseragent, underwriter, advisor, investor or otherwise) of Sanctions. For the past 5 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 CountryCountry in violation of any Sanctions.