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Common use of No Conflict with Sanctions Laws Clause in Contracts

No Conflict with Sanctions Laws. Neither the Issuer nor any of its subsidiaries, directors, officers or employees nor, to the knowledge of the Issuer, any agent, or affiliate or other person associated with or acting on behalf of the Issuer 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 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 (collectively, “Sanctions”), nor is the Issuer 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, Syria, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 (each, a “Sanctioned Country”); and the Issuer 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 underwriter, advisor, investor or otherwise) of Sanctions. For the past 5 years, the Issuer 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Amerisourcebergen Corp), Underwriting Agreement (Walgreens Boots Alliance, Inc.)

No Conflict with Sanctions Laws. Neither the Issuer Company nor any of its subsidiaries, directors, officers or employees subsidiaries nor, to the knowledge of the IssuerCompany, any agentdirector, officer or affiliate or other person associated with or acting on behalf employee of the Issuer Company or any of its subsidiaries subsidiaries, nor to the knowledge of the Company, any agent or affiliate of the Company or any of its subsidiaries, or benefiting in any capacity in connection with this Agreement, is currently the subject to or the target of any sanctions administered or enforced imposed by the U.S. Government (Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, the European Union, His Her Majesty’s Treasury, Treasury or any similar sanctions imposed by any other relevant sanctions authority governmental body to which the Company and its subsidiaries is subject (collectively, “Sanctions”), nor is the Issuer or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject or the target of Sanctions, Sanctions (including, without limitation, Cuba, Iran, North Korea, SyriaSudan, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia Syria and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065Crimea) of Ukraine identified pursuant to the Executive Order 14065 (each, a “Sanctioned Country”); none of the Company or any of its subsidiaries have engaged in during the past five years, are not now engaged 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 subject or the target of Sanctions or with any Sanctioned Country; and the Issuer Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (iA) to fund or facilitate any activities of or business with any person or entity, or in any country or territory, that, at the time of such funding or facilitationfacilitating, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Sanctions or (iiiB) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the transactionoffering, whether as an agent, underwriter, advisor, investor or otherwise) of Sanctions. For the past 5 years, the Issuer 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.

Appears in 2 contracts

Samples: Atm Equity Offering Sales Agreement (CoreCivic, Inc.), Atm Equity Offering Sales Agreement (Corrections Corp of America)

No Conflict with Sanctions Laws. Neither the Issuer Company nor any of its subsidiariesSubsidiaries (collectively, directorsthe “Entity”), officers or employees nor, to the knowledge Entity’s knowledge, any director, officer, employee agent, affiliate, joint venture or representative of the IssuerEntity, any agentis an individual or entity (“Person”) that is, or affiliate is owned or other person associated with or acting on behalf of the Issuer or any of its subsidiaries controlled by, a Person that is currently (i) the subject or the target of any sanctions administered or enforced by the U.S. Government (includinggovernment, including without limitation, the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person” (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”), His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer or any of its subsidiaries (ii) 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, Belarus, 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 Kherson and Zaporizhzhia and Kherson Regions regions of Ukraine, the Crimea region of Ukraine Cuba, Iran, North Korea, Sudan and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 Syria (each, a “Sanctioned Country”); . The Entity represents and the Issuer covenants that it 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 (iA) to fund or facilitate any activities or business of or business with any person 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 ; or (iiiB) in any other manner that will result in a violation of Sanctions by any person Person (including any person Person participating in the transactionoffering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions). For the past 5 yearsThe Entity represents and covenants that it has not, the Issuer and to its subsidiaries have not knowingly knowledge engaged in and are in, is not now knowingly engaged in in, and will not engage in, any dealings or transactions with any person 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.

Appears in 2 contracts

Samples: Purchase Agreement (Matador Resources Co), Purchase Agreement (Matador Resources Co)

No Conflict with Sanctions Laws. Neither the Issuer Company nor any of its subsidiaries, directors, officers or employees subsidiaries nor, to the knowledge of the IssuerCompany, any director, officer, agent, employee or affiliate or other person associated with or acting on behalf of the Issuer 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 Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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 Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer 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, SyriaSudan, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia Syria and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 (each, a “Sanctioned Country”); and the Issuer 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, (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, advisor, investor or otherwise) of Sanctions. For the past 5 years, the Issuer 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 to the extent then permitted for a person required to comply with Sanctions, and other than as described in item 1 of Section 4.12 and item 1 of Section 4.24(c) of the Company Disclosure Schedule (as defined in that certain Agreement and Plan of Merger, dated as of August 12, 2015 (the “Merger Agreement”), by and among the Company, SunGard, SunGard Capital Corp. II and certain wholly owned subsidiaries of the Company) to the Merger Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Fidelity National Information Services, Inc.)

No Conflict with Sanctions Laws. Neither the Issuer nor Company or any of its subsidiaries, directors, officers or employees subsidiaries nor, to the knowledge of the IssuerCompany or the Guarantor, any director, officer, agent, employee or affiliate or other person associated with or acting on behalf of the Issuer Company or any of its subsidiaries 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. Department of the Treasury 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, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions. The Company will not, directly or indirectly, use the target proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any affiliate, subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, Belarusor is in the Crimea Region and the non-government controlled portions of the Kherson and the Zaporizhzhia Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the Crimea region of Ukraine and Republic or any other Covered Regions (as defined in the Executive Order 14065) Region of Ukraine identified pursuant to the Executive Order 14065 (each14065, a “Sanctioned Country”); and the Issuer will not directly Cuba, Iran, North Korea, Syria or indirectly use the proceeds of the offering of the Securities hereunderin any other country or territory, 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 facilitationfunding, 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 (including any person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise) of Sanctions. For The undertaking made in the past 5 yearssecond sentence of this Section 1(a)(xxxiii) shall not apply if and to the extent that the expression of, the Issuer and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in or compliance with, or receipt or acceptance of, such undertaking would breach any dealings provision of Council Regulation EC No. 2271/96, as amended from time to time, or transactions with breach 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 Countryapplicable implementing legislation.

Appears in 1 contract

Samples: Underwriting Agreement (Ferguson Enterprises Inc. /DE/)

No Conflict with Sanctions Laws. Neither the Issuer nor Company, the Operating Partnership, or any of its their subsidiaries, directors, officers or employees employees, nor, to the knowledge of the IssuerCompany, any agent, or affiliate or other person associated with or acting on behalf of the Issuer Company, the Operating Partnership or any of its their 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 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 (collectively, “Sanctions”), nor is the Issuer Company, the Operating Partnership or any of its their 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, Syria, Belarusthe Crimea Region of Ukraine, the non-designated controlled areas of Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Republic or in any other country or territory that is the non-government controlled areas subject of the Zaporizhzhia and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 Sanctions (each, a “Sanctioned Country”); and the Issuer Company will not directly or indirectly use the proceeds of the offering sale of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners 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 underwriterAgents, Forward Sellers, Forward Purchasers, advisor, investor or otherwise) of Sanctions. For the past 5 ten years, the Issuer Company, the Operating Partnership and its their subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not knowingly 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.

Appears in 1 contract

Samples: Equity Distribution Agreement (Agree Realty Corp)

No Conflict with Sanctions Laws. Neither the Issuer No Partnership Party, nor any of its subsidiariessubsidiary, directorsdirector or officer thereof, officers or employees nor, to the knowledge of any of the IssuerPartnership Parties, any employee, agent, or affiliate or other person associated with or acting on behalf of the Issuer any Partnership Party or any of its subsidiaries subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that 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. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State Department, and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European UnionUnion and any of its member states, His Majesty’s Treasury, or any other relevant applicable sanctions laws or authority (collectively, “Sanctions”), nor is are any of the Issuer Partnership Parties or any of its their 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, Syria, Belarusthe Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia Cuba, Iran, North Korea and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 Syria (each, a “Sanctioned Country”); and the Issuer 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 Person to (i) to fund or facilitate any activities or business of or business with any person Person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions in violation of applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of applicable Sanctions or (iii) in any other manner that will result in a violation of any Sanctions by any person Person (including any person Person participating in the transactionoffering, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions). For the past 5 years, the Issuer Each Partnership Party and its subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in in, any dealings or transactions with any person 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 except as authorized under applicable Sanctions.

Appears in 1 contract

Samples: Purchase Agreement (Global Partners Lp)

No Conflict with Sanctions Laws. Neither the Issuer Company nor any of its subsidiaries, directors, officers or employees nor, to the knowledge of the IssuerCompany, any agent, or affiliate or other person associated with or acting on behalf of the Issuer 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 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 (collectively, “Sanctions”), nor is the Issuer 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, Syria, BelarusVenezuelan State-owned entities, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 (each, a “Sanctioned Country”); and the Issuer 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 underwriter, advisor, investor or otherwise) of Sanctions. For the past 5 years, the Issuer 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.

Appears in 1 contract

Samples: Underwriting Agreement (Cencora, Inc.)

No Conflict with Sanctions Laws. Neither the Issuer Company nor any of its subsidiariesSubsidiaries (collectively, directorsthe “Entity”), officers or employees nor, to the knowledge Entity’s knowledge, any director, officer, employee agent, affiliate, joint venture or representative of the IssuerEntity, any agentis an individual or entity (“Person”) that is, or affiliate is owned or other person associated with or acting on behalf of the Issuer or any of its subsidiaries controlled by, a Person that is currently (i) the subject or the target of any sanctions administered or enforced by the U.S. Government (includinggovernment, including without limitation, the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person” (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”), His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer or any of its subsidiaries (ii) 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, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson Regions Crimea region of Ukraine, the Crimea region of Ukraine Burma/Myanmar, Cuba, Iran, North Korea, Sudan and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 Syria (each, a “Sanctioned Country”); . The Entity represents and the Issuer covenants that it 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 (iA) to fund or facilitate any activities or business of or business with any person 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 ; or (iiiB) in any other manner that will result in a violation of Sanctions by any person Person (including any person Person participating in the transactionoffering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions). For the past 5 years, the Issuer The Entity represents and its subsidiaries have covenants that it has not knowingly engaged in and are in, is not now knowingly engaged in in, and will not engage in, any dealings or transactions with any person 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.

Appears in 1 contract

Samples: Purchase Agreement (Matador Resources Co)