Common use of No Conflicts with Sanctions Law Clause in Contracts

No Conflicts with Sanctions Law. None of the Vital Parties and their respective subsidiaries nor, to the knowledge of the Vital Parties, any director, officer or employee of any of the Vital Parties or their respective subsidiaries nor, to the knowledge of the Vital Parties, any agent, affiliate or other person associated with or acting on behalf of any of the Vital Parties or 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. 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, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore or other relevant sanctions authority (collectively, “Sanctions”), nor is any Vital Party or their respective 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, Venezuela, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea region and the non-government controlled regions of the Zaporizhia and Kherson regions of Ukraine (each, a “Sanctioned Country”); and none of the Vital Parties and their respective subsidiaries will, 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 (it being understood that we make no representations as to any ultimate use of proceeds that may be made by holders of the tendered notes and/or lenders under our senior secured credit facility (as further described under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Final Offering Memorandum), except to the extent of our actual knowledge thereof), (i) 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 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 or entity (including any person or entity participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not to their knowledge engaged in, and are not now knowingly engaged in and will not knowingly engage in, any 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 Sanctions or with or in any Sanctioned Country.

Appears in 2 contracts

Samples: Purchase Agreement (Vital Energy, Inc.), Purchase Agreement (Vital Energy, Inc.)

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No Conflicts with Sanctions Law. None Neither the Company nor any of the Vital Parties and their respective subsidiaries its subsidiaries, directors, officers or employees, nor, to the knowledge of the Vital Parties, any director, officer or employee of any of the Vital Parties or their respective subsidiaries nor, to the knowledge of the Vital PartiesCompany, any agent, or affiliate or other person associated with or acting on behalf of the Company or any of the Vital Parties or their respective 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 CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, any Vital Party or their respective 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, Venezuela, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Syria and the Crimea region and the non-government controlled regions of the Zaporizhia and Kherson regions of Ukraine (each, a “Sanctioned Country”); and none of the Vital Parties and their respective subsidiaries will, Company will 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 (it being understood that we make no representations as to any ultimate use of proceeds that may be made by holders of the tendered notes and/or lenders under our senior secured credit facility (as further described under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Final Offering Memorandum), except to the extent of our actual knowledge thereof), (i) 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 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 or entity (including any person or entity participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not to their knowledge knowingly engaged in, in and are not now knowingly engaged in and will not knowingly engage in, any 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 Sanctions or with or in any Sanctioned Country.

Appears in 2 contracts

Samples: Purchase Agreement (Oasis Petroleum Inc.), Purchase Agreement (Oasis Petroleum Inc.)

No Conflicts with Sanctions Law. None of the Vital Parties and their respective Company, any of its subsidiaries noror any director or officer of the Company, nor to the knowledge of the Vital PartiesCompany or any of its subsidiaries, any directoremployee, officer or employee of any of the Vital Parties or their respective subsidiaries nor, to the knowledge of the Vital Parties, any agent, affiliate or other person associated with or acting on behalf of the Company or any of the Vital Parties or their respective 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 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, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore Treasury or other relevant sanctions authority (collectively, the “Sanctions”), nor is the Company or any Vital Party or their respective 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, Crimea, Iran, North Korea, Syria, Venezuela, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Sudan and the Crimea region and the non-government controlled regions of the Zaporizhia and Kherson regions of Ukraine Syria (each, a “Sanctioned Country”); and none neither the Company nor any of the Vital Parties and their respective its subsidiaries will, 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 (it being understood that we make no representations as to any ultimate use of proceeds that may be made by holders of the tendered notes and/or lenders under our senior secured credit facility (as further described under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Final Offering Memorandum), except to the extent of our actual knowledge thereof)entity, (i) 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 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 or entity (including any person or entity participating in the transactiontransaction contemplated hereunder, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For In no event shall any person or entity be deemed to be an “affiliate” of the past five years, Company or any of its subsidiaries for purposes of this Section 3(ll) solely by virtue of being controlled by or under common control with Warburg Pincus LLC or any of its affiliates (other than the Company and its subsidiaries have not to their knowledge engaged in, and are not now knowingly engaged in and will not knowingly engage in, any 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 Sanctions or with or in any Sanctioned Countrysubsidiaries).

Appears in 2 contracts

Samples: Underwriting Agreement (Laredo Petroleum, Inc.), Underwriting Agreement (Laredo Petroleum, Inc.)

No Conflicts with Sanctions Law. None of the Vital Parties and their respective Company or any of its subsidiaries nor, to the knowledge of the Vital PartiesCompany or any of its subsidiaries, any director, officer or employee of any of the Vital Parties Company or their respective any of its subsidiaries nor, to the knowledge of the Vital PartiesCompany or any of its subsidiaries, any agent, affiliate or other person associated with or acting on behalf of any of the Vital Parties Company or their respective 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 Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore or other relevant sanctions authority (collectively, “Sanctions”), nor is any Vital Party of the Company or their respective 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, Venezuela, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea region and the non-government controlled regions of the Zaporizhia and Kherson regions of Ukraine (each, a “Sanctioned Country”); and none of the Vital Parties and their respective Company or any of its subsidiaries will, 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 (it being understood that we make no representations as to any ultimate use of proceeds that may be made by holders of the tendered notes and/or lenders under our senior secured credit facility (as further described under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Final Offering Memorandum), except to the extent of our actual knowledge thereof)entity, (i) 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 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 or entity (including any person or entity participating in the transaction, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not to their knowledge knowingly engaged in, and are not now knowingly engaged in and will not knowingly engage in, any 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 Sanctions or with or in any Sanctioned Country. In no event shall any person or entity be deemed to be an “affiliate” of the Company or any of its subsidiaries for purposes of this Section 5(a)(39) solely by virtue of being controlled by or under common control with Warburg Pincus LLC or any of its affiliates (other than the Company or its subsidiaries).

Appears in 1 contract

Samples: Equity Distribution Agreement (Laredo Petroleum, Inc.)

No Conflicts with Sanctions Law. None of the Vital Parties and their respective Company or its subsidiaries nor, to the knowledge of the Vital PartiesCompany or its subsidiaries, any director, officer or employee of any of the Vital Parties Company or their respective its subsidiaries nor, to the knowledge of the Vital PartiesCompany or its subsidiaries, any agent, affiliate or other person associated with or acting on behalf of any of the Vital Parties Company or their respective 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 Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any Vital Party or their respective 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, Venezuela, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea region and the non-government controlled regions of the Zaporizhia and Kherson regions of Ukraine (each, a “Sanctioned Country”); and none neither the Company nor any of the Vital Parties and their respective its subsidiaries will, 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 (it being understood that we make no representations as to any ultimate use of proceeds that may be made by holders of the tendered notes and/or lenders under our senior secured credit facility (as further described under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Final Offering Memorandum), except to the extent of our actual knowledge thereof)entity, (i) 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 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 or entity (including any person or entity participating in the transaction, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not to their knowledge knowingly engaged in, and are not now knowingly engaged in and will not knowingly engage in, any 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 Sanctions or with or in any Sanctioned Country.

Appears in 1 contract

Samples: Underwriting Agreement (Vital Energy, Inc.)

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No Conflicts with Sanctions Law. None of the Vital Parties and their respective subsidiaries Neither any Oasis Midstream Entity nor any directors, officers or employees, nor, to the knowledge of the Vital Parties, any director, officer Issuers or employee of any of the Vital Parties or their respective subsidiaries nor, to the knowledge of the Vital PartiesGuarantors, any agent, or affiliate or other person associated with or acting on behalf of any of the Vital Parties or their respective subsidiaries Oasis Midstream Entity 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 CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore or other relevant sanctions authority to the extent it has jurisdiction over such Oasis Midstream Entity (collectively, “Sanctions”), nor is any Vital Party or their respective subsidiaries Oasis Midstream Entity 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, Venezuela, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Syria and the Crimea region and the non-government controlled regions of the Zaporizhia and Kherson regions of Ukraine (each, a “Sanctioned Country”); and none of the Vital Parties and their respective subsidiaries will, Issuers will 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 (it being understood that we make no representations as to any ultimate use of proceeds that may be made by holders of the tendered notes and/or lenders under our senior secured credit facility (as further described under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Final Offering Memorandum), except to the extent of our actual knowledge thereof), (i) to fund or facilitate facilitate, in violation of applicable Sanctions, 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 Sanctions, (ii) to fund or facilitate facilitate, in violation of applicable Sanctions, any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of applicable Sanctions. For the past five years, the Company and its subsidiaries Oasis Midstream Entities have not to their knowledge knowingly engaged in, in and are not now knowingly engaged in and will not knowingly engage in, any dealings or transactions transactions, in violation of applicable Sanctions, with any person or entity that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with or in any Sanctioned Country.

Appears in 1 contract

Samples: Purchase Agreement (Oasis Midstream Partners LP)

No Conflicts with Sanctions Law. None Neither the Company nor any of the Vital Parties and their respective subsidiaries its subsidiaries, directors, officers or employees, nor, to the knowledge of the Vital Parties, any director, officer or employee of any of the Vital Parties or their respective subsidiaries nor, to the knowledge of the Vital PartiesCompany, any agent, representative or affiliate or other person associated with or acting on behalf of the Company or any of the Vital Parties or their respective its subsidiaries is an individual or entity (“Person”) currently the subject or the target of any sanctions administered or enforced by the U.S. United States Government, (including, without limitation, the U.S. Department of the 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 personOFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any Vital Party or their respective subsidiaries 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, Venezuela, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Sudan and the Crimea region and the non-government controlled regions of the Zaporizhia and Kherson regions of Ukraine Syria (each, a “Sanctioned Country”); and none of the Vital Parties and their respective subsidiaries will, Company will 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 subsidiarysubsidiaries, joint venture partner partners or other person Person or entity (it being understood that we make no representations as to any ultimate use of proceeds that may be made by holders of the tendered notes and/or lenders under our senior secured credit facility (as further described under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Final Offering Memorandum), except to the extent of our actual knowledge thereof)entity, (i) to fund or facilitate any activities of or business with any person Person, or entity 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 (iii) in any other manner that will result in a violation by any person or entity Person (including any person or entity Person participating in the transaction, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five 5 years, the Company and its subsidiaries (at such times that they have been subsidiaries of the Company) have not to their knowledge knowingly engaged in, in and are not now knowingly engaged in and will not knowingly engage in, any 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 Sanctions or with or in any Sanctioned Country.

Appears in 1 contract

Samples: Underwriting Agreement (VWR Corp)

No Conflicts with Sanctions Law. None of the Vital Laredo Parties and their respective subsidiaries nor, to the knowledge of the Vital Parties, nor any director, officer or employee of any of the Vital Laredo Parties or their respective subsidiaries nor, to the knowledge of the Vital Laredo Parties, any agent, affiliate or other person associated with or acting on behalf of any of the Vital Laredo Parties or 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. 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, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is any Vital Laredo Party or their respective subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Crimea, Iran, North Korea, Syria, Venezuela, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Sudan and the Crimea region and the non-government controlled regions of the Zaporizhia and Kherson regions of Ukraine Syria (each, a “Sanctioned Country”); and none of the Vital Laredo Parties and their respective subsidiaries will, 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 (it being understood that we make no representations as to any ultimate use of proceeds that may be made by holders of the tendered notes and/or lenders under our senior secured credit facility (as further described under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Final Offering Memorandum), except to the extent of our actual knowledge thereof)entity, (i) 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 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 or entity (including any person or entity participating in the transaction, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not to their knowledge engaged in, and are not now knowingly engaged in and will not knowingly engage in, any dealings or transactions with In no event shall any person or entity that at the time be deemed to be an “affiliate” of any of the dealing Laredo Parties for purposes of this Section 1(oo) solely by virtue of being controlled by or transaction is under common control with Warburg Pincus LLC or was any of its affiliates (other than the subject or the target of Sanctions or with or in any Sanctioned CountryLaredo Parties).

Appears in 1 contract

Samples: Underwriting Agreement (Laredo Petroleum, Inc.)

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