Common use of No Conflicts with Sanction Laws Clause in Contracts

No Conflicts with Sanction Laws. Neither the Company nor any of its subsidiaries nor any director, officer of the Company or its subsidiaries, nor, to the knowledge of the Company, any employee, agent or affiliate or other person acting on behalf of the Company or its subsidiaries, in each case 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. Treasury Department 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 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, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use any of the proceeds of the offering, 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 any Sanctions, (ii) to fund or facilitate any activities of or any 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 any applicable Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any prohibited 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.

No Conflicts with Sanction Laws. Neither the Company Carvana Parties nor any of its subsidiaries nor any directortheir respective subsidiaries, officer of the Company directors or its subsidiariesofficers, nor, to the knowledge of the CompanyCarvana Parties, any employeeagent, agent manager, employee or affiliate or other person acting on behalf of the Company or its subsidiaries, in each case acting on behalf of the Company Carvana Parties or any of its subsidiaries, their respective 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. Treasury Department 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 CouncilUNSC, the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is are the Company, Carvana Parties or any of its their respective subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, the CrimeaCuba, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, CubaBurma (Myanmar), Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company Carvana Parties will not directly or indirectly use any of the proceeds of the offering, 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 any Sanctions, (ii) to fund or facilitate any activities of or any 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 any applicable Sanctions. For the past five years, the Company Carvana Parties and its their respective subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any prohibited 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.

No Conflicts with Sanction Laws. Neither the Company Carvana Parties nor any of its subsidiaries nor any directortheir respective subsidiaries, officer of the Company directors or its subsidiariesofficers, nor, to the knowledge of the CompanyCarvana Parties, any employeeagent, agent manager, employee or affiliate or other person acting on behalf of the Company or its subsidiaries, in each case acting on behalf of the Company Carvana Parties or any of its subsidiaries, their respective 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. Treasury Department 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 CouncilUNSC, the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is are the Company, Carvana Parties or any of its their respective subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, the CrimeaCuba, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, CubaBurma (Myanmar), Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company Carvana Parties will not directly or indirectly use any of the proceeds of the offering, 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 any Sanctions, (ii) to fund or facilitate any activities of or any 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 any applicable Sanctions. For the past five years, the Company Carvana Parties and its their respective subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any prohibited 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.

No Conflicts with Sanction Laws. Neither of the Company Transaction Entities nor any of its subsidiaries nor any directortheir respective subsidiaries, officer of the Company directors, officers or its subsidiariesemployees, nor, to the knowledge of the CompanyTransaction Entities, any employeeagent, agent employee or affiliate or other person associated with or acting on behalf of the Company or its subsidiaries, in each case acting on behalf of the Company Transaction Entities or any of its subsidiariestheir respective subsidiaries is, or is owned or controlled by one or more persons that are, 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. Treasury Department 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 Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, the Crimea, Zaporizhzhia and Kherson Regions of UkraineCuba, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, CubaBurma (Myanmar), Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company Transaction Entities will not directly or indirectly use any of the proceeds of the offering, 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 any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will could result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any applicable Sanctions. For the past five years, the Company Transaction Entities and its their respective subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any prohibited 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.

No Conflicts with Sanction Laws. Neither the Company Carvana Parties nor any of its subsidiaries nor any directortheir respective subsidiaries, officer of the Company directors or its subsidiariesofficers, nor, to the knowledge of the CompanyCarvana Parties, any employeeagent, agent manager, employee or affiliate or other person acting on behalf of the Company or its subsidiaries, in each case acting on behalf of the Company Carvana Parties or any of its subsidiaries, their respective 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. Treasury Department 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 CouncilUNSC, the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is are the Company, Carvana Parties or any of its their respective 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, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company Carvana Parties will not directly or indirectly use any of the proceeds of the offering, 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 any Sanctions, (ii) to fund or facilitate any activities of or any 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 any applicable Sanctions. For the past five years, the Company Carvana Parties and its their respective subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any prohibited 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.

No Conflicts with Sanction Laws. Neither the Company Carvana Parties nor any of its subsidiaries nor any directortheir respective subsidiaries, officer of the Company directors or its subsidiariesofficers, nor, to the knowledge of the CompanyCarvana Parties, any employeeagent, agent manager, employee or affiliate or other person acting on behalf of the Company or its subsidiaries, in each case acting on behalf of the Company Carvana Parties or any of its subsidiaries, their respective 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. Treasury Department 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 CouncilUNSC, the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is are the Company, Carvana Parties or any of its their respective subsidiaries located, organized or resident in a country country, region or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s RepublicRepublic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea Region of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company Carvana Parties will not directly or indirectly use any of the proceeds of the offering, 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 any Sanctions, (ii) to fund or facilitate any activities of or any 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 any applicable Sanctions. For the past five years, the Company Carvana Parties and its their respective subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any prohibited 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.

No Conflicts with Sanction Laws. Neither the Company nor any of its subsidiaries nor any director, officer of the Company or its subsidiaries, nor, to the knowledge of the Company, any employeedirector, agent officer or employee of the Company or any of its subsidiaries, any agent, employee or affiliate or other person acting on behalf of the Company or its subsidiaries, in each case 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. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department 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 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, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea Korea, South Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use any of the proceeds of the offering, 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 any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will could result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any applicable Sanctions. For the past five 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 prohibited 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.

No Conflicts with Sanction Laws. Neither the Company nor any of its subsidiaries nor any director, director or officer of the Company or any of its subsidiaries, nor, to the knowledge of the Company, any employee, agent or agent, affiliate or other person associated with or acting on behalf of the Company or its subsidiaries, in each case 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. Treasury Department 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 CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, the Crimea, Zaporizhzhia and Kherson Regions of UkraineCuba, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, CubaBurma (Myanmar), Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use any of the proceeds of the offering, 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 any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will could result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any applicable Sanctions. For the past five 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 prohibited 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.

No Conflicts with Sanction Laws. Neither the Company nor any of its subsidiaries nor any directordirectors, officer of the Company officers or its subsidiariesemployees, nor, to the knowledge of the Company, any employeeagent, agent employee or affiliate or other person associated with or acting on behalf of the Company or its subsidiaries, in each case 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 U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department 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 Company, or any of its subsidiaries Company 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, Syria, the Crimea, 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, Cuba, Iran, North Korea Republic and Syria any other Covered Region of Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned CountryTerritory”); and the Company will not directly or indirectly use any of the proceeds of the offering, 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 any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country Territory or (iii) in any other manner that will could result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any applicable Sanctions. For the past five yearsten years (or since the date of the Company’s formation, if shorter), the Company and its subsidiaries have has not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any prohibited 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 CountryTerritory.

No Conflicts with Sanction Laws. Neither the Company nor any of its subsidiaries nor any directorsubsidiaries, officer of the Company directors, officers or its subsidiariesemployees, nor, to the knowledge of the Company, any employeeagent, agent employee or affiliate or other person acting on behalf of the Company or its subsidiaries, in each case entity 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. Treasury Department 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 CouncilUNSC, the European Union, His Majesty’s Treasury, 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, the Crimea, Crimea region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use any of the proceeds of the offering, 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 that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (iiB) to fund or facilitate any activities of or any business in any Sanctioned Country or (iiiC) in any other manner that will could result in a violation by any person or entity (including any person or entity participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any applicable Sanctions. For Since the past five yearsCompany’s inception, 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 prohibited dealings or transactions with any person or entity 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.

No Conflicts with Sanction Laws. Neither the Company nor any of its subsidiaries nor any director, officer None of the Company or any of its subsidiaries, the Company’s directors or executive officers, nor, to the knowledge of the Company, any employeeagent, agent employee or affiliate or other person acting on behalf of the Company or its subsidiaries, in each case 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. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”State), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority authority, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List or OFAC’s Foreign Sanctions Evaders List (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 comprehensive Sanctions, including, without limitation, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the or so-called Luhansk People’s RepublicRepublic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use any of the proceeds of the offeringoffering 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 any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will would result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any applicable Sanctions. The operations of the Company and its subsidiaries and, to the knowledge of the Company, its affiliates, have been conducted at all times in compliance with the Sanctions. The Company and its subsidiaries have instituted and maintain policies and procedures reasonably designed to ensure continued compliance with any Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not knowingly engage in, any prohibited dealings or transactions with any person that at the time of the dealing or transaction is is, will be or was the subject or the target of any Sanctions or with any Sanctioned Country.

No Conflicts with Sanction Laws. Neither the Company nor any of its subsidiaries nor any director, officer None of the Company or its subsidiaries, noror any of their respective directors, officers, or, to the knowledge of the Company, any employeeemployees, agent agents, or affiliate affiliates or other person acting on behalf of the Company associated with or its subsidiaries, in each case 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. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the U.S. Department of State Commerce and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His MajestyHM’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitationSanctions (at the time of this Agreement, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the Kherson, so-called Luhansk People’s Republic, and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea Korea, and Syria Syria) (each, a “Sanctioned Country”); and the Company will not directly or indirectly use any of the proceeds of the offeringoffering 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 any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will would result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any applicable Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not knowingly engage in, any prohibited dealings or transactions with or involving any person or entity that at the time of the dealing or transaction is or was the subject or the target of any Sanctions or with in, with, or involving any Sanctioned Country, to the extent that such activities or business would be prohibited by Sanctions if conducted by a corporation in the United States or in a European Union member state.

No Conflicts with Sanction Laws. Neither the Company nor any of its subsidiaries nor any directorof their respective officers, officer of the Company or its subsidiaries, nordirectors or, to the knowledge of the Company, any employee, agent or affiliate or other person acting on behalf of the Company associated with or its subsidiaries, in each case 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. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department 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 MajestyHM’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitationSanctions (at the time of this Agreement, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the Kherson, so-called Luhansk People’s Republic, and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”)); and the Company will not directly or indirectly use any of the proceeds of the offeringoffering 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 any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will would result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any applicable Sanctions. For the past five yearsSince April 24, 2019, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not directly or knowingly, after due care and inquiry, indirectly engage in, any prohibited 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.

No Conflicts with Sanction Laws. Neither the Company nor any of its subsidiaries nor any directorof their respective officers, officer of the Company or its subsidiariesdirectors, noror, to the knowledge of the Company, any employee, agent or affiliate or other person acting on behalf of the Company associated with or its subsidiaries, in each case 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. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department 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 MajestyHM’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitationSanctions (at the time of this Agreement, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the Kherson, so-called Luhansk People’s Republic, and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”)); and the Company will not directly or indirectly use any of the proceeds of the offeringoffering 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 any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will would result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any applicable Sanctions. For the past five yearsSince April 24, 2019, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not directly or knowingly, after due care and inquiry, indirectly engage in, any prohibited 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.

No Conflicts with Sanction Laws. Neither of the Company Transaction Entities nor any of its subsidiaries nor any directortheir respective subsidiaries, officer of the Company directors, officers or its subsidiariesemployees, nor, to the knowledge of the CompanyTransaction Entities, any employeeagent, agent employee or affiliate or other person associated with or acting on behalf of the Company or its subsidiaries, in each case acting on behalf of the Company Transaction Entities or any of its subsidiariestheir respective subsidiaries is, or is owned or controlled by one or more persons that are, 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. Treasury Department 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 (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 comprehensive Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea, Zaporizhzhia and Kherson Regions Crimea Region of Ukraine, the so-called Donetsk People’s Republic, Republic and the so-called Luhansk People’s RepublicRepublic regions of Ukraine, Cuba, Iran, North Korea and Syria the non-government controlled areas of Kherson and Zaporizhzhia regions of Ukraine (each, a “Sanctioned Country”); and the Company Transaction Entities will not directly or indirectly use any of the proceeds of the offering, 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 any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will could result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any applicable Sanctions. For the past five ten years, the Company Transaction Entities and its their respective subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any prohibited 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.