Common use of No Conflicts with Sanctions Laws Clause in Contracts

No Conflicts with Sanctions Laws. Neither the Company, any of its subsidiaries, directors or officers, or, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (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 target of Sanctions, including Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries their respective directors, officers, agents, employees or affiliates is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, SudanSudan and Syria, the Crimea region of Ukraine and Syria that broadly prohibit dealings with that country or territory (each, a “Sanctioned CountryTerritory”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares Underwritten 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 person, or in any country or territory, that, at the time of such funding or facilitation, is the subject a Sanctioned Person or target of SanctionsSanctioned Territory in each case, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For Since the past five yearsinception of the Company, the Company and its subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person or with any Sanctioned Country, in each case, in a manner that violated any SanctionsTerritory.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany employee, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Crimea, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five (5) 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or directors, officers, oror employees, nor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or directors, officers, oror employees, nor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“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 target of Sanctionscomprehensive Sanctions by the U.S. Government, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors directors, officers or officersemployees, ornor, to the knowledge of the CompanyCompany or the Guarantor, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Union or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries or the Guarantor located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to unlawfully fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any unlawful dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. (i) Neither the Company, Company nor any of its subsidiaries, directors directors, officers or officersemployees, ornor, to the knowledge of the Company, its employees, or any agent, or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is (A) currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company ) or any of its subsidiaries (B) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, Korea and Syria and the Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and (ii) the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunderor any Confirmation Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity entity, (iA) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (iiB) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iiiC) in any other manner that will result in a violation of Sanctions by any person (including any person participating in the transaction, whether as purchaseragent, underwriter, advisor, investor or otherwise); and (iii) of Sanctions. For for the past five 5 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany director, officer, employee, agent, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is, or is owned or controlled by one or more persons that is, currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the CompanyCompany and each of its subsidiaries, any director, officer or employee of the Company or any of its employees, or subsidiaries nor any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (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 target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly 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 the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiariessubsidiaries nor any director, directors officer or officers, oremployee of the Company or any of its subsidiaries nor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, 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 target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria, the Crimea region so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, any other Covered Region of Ukraine identified pursuant to Executive Order 14065 and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly 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 the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors subsidiaries nor any director or officers, orofficer of the Company or any of its subsidiaries nor, to the knowledge of the Company, its employeesany employee, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or directors, officers, oror employees, nor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will will, to the Company’s knowledge, result in a violation by any person (including any person participating in the transaction, whether as purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany director, or any officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her His Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, the so-called Zaporizhzhia, Kherson and Crimea Region of Ukraine, any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors nor any director or officersofficer of the Company or its subsidiaries, ornor, to the knowledge of the Company, its employees, or any agent, employee or representative of the Company or its subsidiaries, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury of the United Kingdom 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 Sanctions, including including, without limitation, Cuba, Iran, North Korea, the Crimean region, Sudan, the Crimea region of Ukraine Syria and Syria Venezuela (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany director, or any officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, any European Union member state, 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 target of SanctionsSanctions (currently, including Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria Syria) (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transactiontransactions contemplated by this agreement, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, except where the Company and its subsidiaries reasonably believed or believe that its or their engagement in each casesuch dealings or transactions with such persons or with any such Sanctioned Country is or was permitted under applicable law, in including pursuant to a manner that violated any Sanctionslicense or applicable authorization.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or directors, officers, oror employees, nor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries subsidiaries, located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company Parties, Indigo Resources, any of its subsidiaries, any director, officer or employee of the Company, any of its subsidiaries, directors subsidiaries or officers, or, to the knowledge Indigo Resources or any of the Company, its employees, subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company, any of its subsidiaries and, to the knowledge of the Company Parties, Indigo Resources or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, any of its subsidiaries and, to the knowledge of the Company Parties, Indigo Resources or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company, its subsidiaries and, to the knowledge of the Company Parties, Indigo Resources and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiariesControlled Entities, directors directors, or officers, ornor, to the knowledge of the Company, its employeesany employee, or any representative, agent, affiliate or other person [associated with or or] acting on behalf of the Company or any of its subsidiaries Controlled Entities is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries Controlled Entities located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); . Neither the Company nor any of its Controlled Entities, nor any director, supervisor, officer, manager or employee of the Company or any of its Controlled Entities nor, to the knowledge of the Company, any affiliate, representative, agent or other person acting on behalf of the Company or any of its Controlled Entities has violated any applicable laws and the regulations imposing Sanctions. The Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiaryControlled Entity, 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the this transaction, whether as purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries Controlled Entities have not knowingly engaged in and 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. The Company and its Controlled Entities have instituted, in each casemaintained and enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable laws and regulations imposing Sanctions. None of the issue and sale of the Shares, the execution, delivery and performance of this Agreement, the consummation of any other transaction contemplated hereby, or the provision of services contemplated by this Agreement to the Company will result in a manner that violated violation of any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiariesSubsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany employee, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is currently the subject or the target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, 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, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five 5 years, the Company and its subsidiaries 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, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesdirectors, officers, or employees or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Depositary Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany employee, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Cuba, Crimea, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five 5 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiariesthe Group Entities, directors directors, officers or officersemployees, ornor, to the knowledge of the Company, its employees, or any agent, or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries the Group Entities is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries the Group Entities located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares Offered ADSs 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, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five 5 years, the Company and its subsidiaries the Group Entities 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, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or directors, officers, oror employees, nor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her His Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For Since the past five yearsCompany’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither For the Companypast five years, neither the Company nor any of its subsidiaries, directors directors, officers or officersemployees, ornor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (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 target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, or, subsidiaries nor to the knowledge of the Company, its employeesany director, or any officer, agent, affiliate affiliate, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, any of its Sunnova Entities nor their respective subsidiaries, directors or officers, ornor, to the knowledge of the CompanySunnova Entities, its employees, or any agent, employee, affiliate or other person associated with or acting on behalf of the Company Sunnova Entities or any of its their respective subsidiaries is are currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Treasury, or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), ,” the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is are the Company Sunnova Entities or any of its their respective subsidiaries located, organized or resident in a country or territory that is itself the subject or target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); ) and the Company Sunnova Entities will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company Sunnova Entities and its their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors directors, or officers, ornor, to the knowledge of the Company, its employees, any employee of the Company or any subsidiary or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, 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 Sanctions, including Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of 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 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, Country in each case, in a manner that violated any violation of applicable Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesdirectors, officers, or employees or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, ) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunderCompany Shares, if any, or the proceeds, if any, due upon settlement of the Forward Sale Agreements or any Additional Forward Sale Agreements, 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly 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 the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the CompanyCompany nor its directors, any of its subsidiaries, directors or officers, oror employees, nor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or while acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any applicable sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, the Crimea Region of Ukraine, the so called Donetsk People’s Republic, the so called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have has not knowingly engaged in and are is not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, after due inquiry, any employees of the Company or any of its employees, subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, 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 target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany employee, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such Sanctions in a manner of funding or facilitation that would violate any applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, Country in a manner that violated any would violate applicable Sanctions.

No Conflicts with Sanctions Laws. (i) Neither the Company, Company nor any of its subsidiaries, directors or directors, officers, ornor, to the knowledge of the Company, its any employees, affiliates or any agent, affiliate or other person associated with or acting on behalf agents of the Company or any of its subsidiaries is, or is owned or controlled by an individual or entity (“Person”) that is, currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, or Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (ix) 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (iiy) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iiiz) in any other manner that will result in a violation by any person (including any person participating in the transactiontransactions, whether as purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors nor any director or officersofficer of the Company or its subsidiaries, ornor, to the knowledge of the Company, its employees, or any agent, employee or representative of the Company or its subsidiaries, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, 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 Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaseragent, principal, advisor, investor or otherwise) of 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employees, any employee of the Company or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her His 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 target of Sanctions, including including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its any directors, officers, employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 X.X. Xxxxxxxxxx xx Xxxxx and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany employee, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, 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 target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries (i) have not knowingly engaged in and (ii) are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each casethe case of clause (i), in a manner that violated to the extent any such engagement with any such person would violate any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors directors, officers or officersemployees, ornor, to the knowledge of the Company, its employees, or any agent, employee or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including the Office of Foreign Assets Control of the U.S. Department of the Treasury including, without limitation, OFAC or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilUNSC, the European Union, 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 Sanctions, including including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the Crimea regions of Ukraine, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use any of the proceeds of the sale of the Purchased Shares hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of 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 engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of any Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, any of its directors, officers, employees, or any agentagents, affiliate affiliates or other person persons associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, nor any of its subsidiaries, directors directors, officers or officersemployees, ornor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, 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 target of Sanctions, including including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, orsubsidiaries nor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries directors, officers, employees, agents, or affiliates is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority having jurisdiction over the Company or its subsidiaries (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or or, to its knowledge, indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner Sanctions in violation of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner Country in violation of funding or facilitation would violate any Sanctions, Sanctions or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany employee, or any agent, controlled affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“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 target of comprehensive Sanctions, including which countries or territories currently consist of Cuba, Iran, North Korea, Sudan, Syria and the Crimea region Region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors nor any director or officersexecutive officer of the Company or its subsidiaries, ornor, to the knowledge of the Company, its employees, or any agent, employee or representative of the Company or its subsidiaries, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, 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 Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Class A Common Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiary , 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, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaseragent, principal, advisor, investor or otherwise) of 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors nor any director or officersofficer of the Company or its subsidiaries, ornor, to the knowledge of the Company, its employees, or any agent, employee or representative of the Company or its subsidiaries, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, 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 Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiariesSubsidiaries, directors or officersany director, orofficer nor, to the knowledge of the Company, its employeesany employee, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will would reasonably be expected to result in a violation by any person (including any person participating in the transaction, whether as purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employees, or any agent, affiliate affiliate, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, 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 Sanctions, including including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five 5 years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiariesControlled Entities, directors directors, executive officers or officersemployees, ornor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf representative of the Company or any of its subsidiaries Controlled Entities is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries Controlled Entities located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries Controlled Entities 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, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither None of the Company, Company or any of its subsidiaries, directors or officers, or, to the knowledge of the Company, its employeesany director, or any agentofficer, affiliate or other person associated with employee of the Company or acting on behalf any of its subsidiaries or any agent 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 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Union or Her Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or knowingly indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner Sanctions in violation of funding or facilitation would violate any applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner Country in violation of funding or facilitation would violate any Sanctions, applicable Sanctions or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as purchaserunderwriter, advisor, investor or otherwise) otherwise of 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiariesSubsidiaries, directors nor any director or officersofficer of the Company or its Subsidiaries, ornor, to the knowledge of the Company, its employees, or any agent, employee or representative of the Company or its Subsidiaries, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, 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 Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudanthe Crimean region, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiariesthe Subsidiaries, directors directors, officers or officersemployees, ornor, to the knowledge of the CompanyCompany and the Guarantor, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries the Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries the Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company and the Guarantor will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares Securities 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 that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (iib) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iiic) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as purchaserInitial Purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries the 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, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany employee, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Crimea, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five 5 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the CompanyCompany nor any Subsidiaries, any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employees, any director or officer of the Company or any Subsidiaries, any agent, employee or representative of the Company or any Subsidiaries, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or the target of to any sanctions administered or enforced by the U.S. governmentgovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Cuba, Iran, Sudan, Burma, North Korea, SudanSyria, Russia, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and any other territory or region of Ukraine and Syria currently under the asserted control of Russia, recognized by Russian, or subject to territorial claims by Russia (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale Offering of the Purchased Offered Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, 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, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries any 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, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither None of the Company, any of its subsidiaries, directors or officers, subsidiaries or, to the knowledge of the Company, its employeesany director, officer, employee or any agent, affiliate or other person associated with or acting on behalf of the Company or Company, any of its subsidiaries subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company Company, and to the Company’s knowledge, AXX Xxxxxxxxx and ARD Operating (each defined below), will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares Notes 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, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, None of the Company and or any of its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with or for the benefit of any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Sanctions, or with or in any Sanctioned Country, in each casecase in the preceding five years. None of the Company or any of its subsidiaries have any plans, as of the date hereof, to knowingly engage in a manner or increase their dealings or transactions with any person that violated any Sanctionsis currently the subject or the target of Sanctions or with or in Sanctioned Countries.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors subsidiaries nor any director or officers, orexecutive officer of the Company nor, to the knowledge of the Company, its employees, or any agent, affiliate other employee or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 facilitationfunding, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five 5 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors nor any director or officersexecutive officer of the Company, ornor, to the knowledge of the Company, its employeesany director, or any officer, agent, affiliate employee or representative of the Company or its subsidiaries, affilates or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, 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 Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaseragent, principal, advisor, investor or otherwise) of 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, orsubsidiaries nor, to the knowledge of the Company, its employeesany director, officer, employee, agent or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five 5 years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or directors, officers, oror employees, nor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitationsolicitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five 5 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or controlled affiliates, directors, officers, oror employees, nor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither None of the Company, Bioventus Parties or any of its their respective subsidiaries, directors or officers, or, to the knowledge of the CompanyBioventus Parties, its employeesafter due inquiry, or any agentdirector, officer, affiliate or employee of any Bioventus Party or any of its subsidiaries or any agent or other person associated with or acting on behalf of the Company any Bioventus Party or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company any Bioventus Party or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Crimea, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company Bioventus Parties and its their subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors directors, officers or officersemployees, ornor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five yearsExcept as permitted by law, the Company and its subsidiaries during the past five years have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employees, or any agent, affiliate affiliate, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, 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 to or the target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors directors, officers or officersemployees, ornor, to the knowledge of the CompanyCompany or any of the Guarantors, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), any relevant sanctions authority of Ireland, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in and will not knowingly engage in, any unlawful dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, any director, officer or employee of the Company or any of its employees, subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunderNotes, 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany employee, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of SanctionsSanctions or applicable export control laws and regulations administered by BIS, including the Export Administration Regulations (collectively, “Export Controls”). For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or Export Controls or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or directors, officers, oror employees, nor, to the knowledge of the Company, its employees, or any agent, affiliate Affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her His Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company and its subsidiaries will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither None of the Company, any of its subsidiaries, directors or officers, subsidiaries or, to the knowledge of the Company, its employeesany director, or any officer, agent, employee or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, or, subsidiaries nor to the knowledge of the Company, its employeesany director, or any officer, agent, affiliate affiliate, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Burma/Myanmar, the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time in violation of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time in violation of the dealing or transaction is or was the subject or the target of any Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither None of the Company, the Guarantor nor any of its their respective subsidiaries, directors directors, officers or officersemployees, ornor, to the knowledge of the CompanyCompany and the Guarantor, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company Company, the Guarantor or any of its their respective subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Company, the Guarantor or any of its their respective subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company Company, the Guarantor and its their respective subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors nor any director, officer or officersemployee of the Company or any of its subsidiaries, ornor, to the knowledge of the CompanyCompany or any of the Guarantors, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly 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 the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors directors, officers or officersemployees, ornor, to the knowledge of the Company, its employees, or any agent, or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares Offered 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, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. [Except as detailed in Schedule [ · ],] For the past five [5] years, the Company and its subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or directors, officers, oror employees, nor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries subsidiaries, located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Parent Company nor any of its subsidiariesSubsidiaries, directors or officers, ornor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries the Guarantors, any director, officer, employee, agent, affiliate is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Parent Company or any of its subsidiaries Subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Parent Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Parent Company and its subsidiaries Subsidiaries have not knowingly engaged in and in, are not now knowingly 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 the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors directors, or officers, ornor, to the knowledge of the Company, its employeesany employee, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her 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 target of Sanctions, including including, without limitation, Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaseragent/underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have has not knowingly engaged in and are is not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Selling Stockholder nor any of its subsidiaries, directors or officersits general partner, ornor, to the knowledge of the CompanySelling Stockholder, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company Selling Stockholder or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Selling Stockholder, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company Selling Stockholder will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company Selling Stockholder and its subsidiaries have not knowingly engaged in and in, are not now knowingly 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 the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither None of the Company, Parent or any of its subsidiaries, directors or officers, their respective subsidiaries or, to the knowledge of each of the CompanyCompany and Parent, its employeesany director, officer, agent, employee or affiliate or any agent, affiliate or other person associated with or acting on behalf of the Company Company, Parent or any of its their respective subsidiaries is currently the subject or the target of to any sanctions administered or enforced by the U.S. government, (including including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is are the Company Company, Parent or any of its their respective subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity entity, (i) to fund or facilitate any activities of or business with any person persons that, at the time of such funding or facilitation, is are the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company Parent and its subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany director, or any officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, 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 target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transactiontransactions contemplated hereby, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither None of the Company, any of its subsidiaries, any of their respective directors or officers, ornor, to the knowledge of the Company, its employeesany employee, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, 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 target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture venture, consortium 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiariesSubsidiaries, directors directors, officers or officersemployees, ornor, to the knowledge of the CompanyCompany or any Subsidiary, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, 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 target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, SudanSyria, the Crimea region of Ukraine Ukraine, the so-called Donetsk People’s Republic, and Syria the so-called Luhansk People’s Republic (each, a “Sanctioned Country”); and the Company and its Subsidiaries will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors directors, officers or officersemployees, ornor, to the knowledge of the Company, its employees, any agent or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, 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 target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if other than payments made by the Company to a distributor of the Company’s product in connection with sales of such manner of funding product in a Sanctioned Country, which payments are exempt, licensed, or facilitation would violate any Sanctionsotherwise fully compliant with the Sanctions and all related laws, rules and regulations, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors nor any director or officersofficer of the Company or its subsidiaries, ornor, to the knowledge of the Company, its employees, or any agent, employee or representative of the Company or its subsidiaries, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, Treasury of the United Kingdom 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 Sanctions, including including, without limitation, Cuba, Iran, North Korea, the Crimean region, Sudan, the Crimea region of Ukraine Syria and Syria Venezuela (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors nor any director or officersofficer of the Company or its subsidiaries, ornor, to the knowledge of the Company, its employees, or any agent, employee or representative of the Company or its subsidiaries, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, 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 Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimea Crimean region of Ukraine and Syria (each, a “Sanctioned Country”); Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries nor any director or officer of the Company or any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany employee, or any agent, controlled affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities activity of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. Neither the Company nor any of its subsidiaries, directors (in their capacity as a director of the Company), officers or employees, nor, to the knowledge of the Company, any agent of the Company, affiliate, joint venture partner or other person acting on behalf of the Company or any of its subsidiaries has engaged in activities sanctionable under the Iran Sanctions Act, the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for the Fiscal Year 2012, the National Defense Authorization Act for the Fiscal Year 2013, Executive Order Nos. 13628, 13622 and 13608, or any other U.S. economic sanctions relating to Iran (collectively, the “Iran Sanctions”); and the Company has not engaged and will not engage in any activities or business that would subject it to sanction under the Iran Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany director, officer, employee, authorized agent or any agent, controlled affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Union or Her Majesty’s Treasury, or other relevant sanctions authority Treasury (“HMT”) (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 target of SanctionsSanctions that would prohibit such location, including organization or residency, including, without limitation, Cuba, Iran, North Korea, Sudan, the Syria and Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner manner, in each case, that will result in a violation by any person (including any person participating in the transaction, whether as purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or directors, officers, oror employees, nor, to the knowledge of the Company, its employees, or any agent, affiliate Affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her His Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company and its subsidiaries will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person Exhibit 10.1 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany director, or any officer, employee agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company and its subsidiaries will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transactionoffering of the Shares hereunder, whether as purchaseragent, underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have has not knowingly engaged in in, and are not now knowingly engaged in in, any dealings or transactions with (i) any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with (ii) any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiariesdirectors, directors officers or officers, or, to the knowledge of the Company, its employees, or nor any agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company (each, a “Person”) is, or any of its subsidiaries 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, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, 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 target of Sanctions, including including, without limitation, the Balkans, Belarus, Burundi, the Central African Republic, Cuba, the Democratic Republic of the Congo, Iran, Libya, North Korea, Sudan, the Crimea region of Ukraine Syria and Syria Venezuela (each, a “Sanctioned Country”); . and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have has not knowingly engaged in and are is not now knowingly engaged in in, and will not engage 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 Sanctions or with any Sanctioned Country. Any certificate signed by any officer of the Company delivered to the Manager or to counsel for the Manager shall be deemed a representation and warranty by the Company to the Manager as to the matters covered thereby on the date of such certificate. The Company acknowledges that the Manager and, in each casefor purposes of the opinions to be delivered pursuant to Section 6 hereof, in a manner that violated any Sanctionscounsel to the Company and counsel to the Manager, will rely upon the accuracy and truthfulness of the foregoing representations and warranties and hereby consents to such reliance.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany employee, agent, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, SudanSyria, and the Crimea region Region of the Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity unlawfully (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, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchasersales agent, principal, underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any unlawful dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, any of its Sunnova Entities nor their respective subsidiaries, directors or officers, ornor, to the knowledge of the CompanySunnova Entities, its employees, or any agent, employee, affiliate or other person associated with or acting on behalf of the Company Sunnova Entities or any of its their respective subsidiaries is are currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Treasury, or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), ,” the United Nations Security Council, the European Union, Her His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is are the Company Sunnova Entities or any of its their respective subsidiaries located, organized or resident in a country or territory that is itself the subject or target of Sanctions, including including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); ) and the Company Sunnova Entities will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company Sunnova Entities and its their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, any of its subsidiaries, directors or officers, or, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, 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 target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiariesSubsidiaries, directors nor any director, officer or officers, oremployee of the Company or any of its Subsidiaries nor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is (i) currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”),” the European Union, His Majesty’s Treasury, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized organized, or resident in a country or territory that is the subject or target of Sanctions, including Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine and Syria Sanctions (each, a “Sanctioned CountryJurisdiction”); , and the Company will not directly or indirectly use the proceeds of the sale of the Purchased Shares 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 person, or in any country or territory, that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, Sanctions (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Jurisdiction or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For ; neither the Company nor any of its Subsidiaries is engaged in, or has, at any time in the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in in, any dealings or transactions with or involving any person individual or entity that was or is, as applicable, at the time of the such dealing or transaction is or was transaction, the subject or the target of Sanctions or with any Sanctioned CountryJurisdiction; the Company and its Subsidiaries have instituted, in each caseand maintain, in a manner that violated any policies and procedures designed to promote and achieve continued compliance with Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries their respective directors, officers, agents, employees or affiliates is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, SudanSudan and Syria, the Crimea region of Ukraine and Syria that broadly prohibit dealings with that country or territory (each, a “Sanctioned CountryTerritory”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 person, or in any country or territory, that, at the time of such funding or facilitation, is the subject a Sanctioned Person or target of SanctionsSanctioned Territory in each case, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For Since the past five yearsinception of the Company, the Company and its subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person or with any Sanctioned Country, in each case, in a manner that violated any SanctionsTerritory.

No Conflicts with Sanctions Laws. Neither the Company, any of Company nor its subsidiaries, directors nor any director or officersofficer of the Company or its subsidiaries, ornor, to the knowledge of the Company, its employees, or any agent, affiliate employee or representative of the Company or its subsidiaries, Affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury of the United Kingdom 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 Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to its subsidiaries, 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, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors nor any director, officer or officers, oremployee of the Company or any of its subsidiaries nor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is (i) currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”),” the European Union, His Majesty’s Treasury, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized organized, or resident in a country or territory that is the subject or target of Sanctions, including Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine and Syria Sanctions (each, a “Sanctioned CountryJurisdiction”); , and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 person, or in any country or territory, that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, Sanctions (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Jurisdiction or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as purchaserplacement agent, advisor, investor or otherwise) of Sanctions. For ; neither the Company nor any of its subsidiaries is engaged in, or has, at any time in the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in in, any dealings or transactions with or involving any person individual or entity that was or is, as applicable, at the time of the such dealing or transaction is or was transaction, the subject or the target of Sanctions or with any Sanctioned CountryJurisdiction; the Company and its subsidiaries have instituted, in each caseand maintain, in a manner that violated any policies and procedures designed to promote and achieve continued compliance with Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors nor any director or officersofficer of the Company or its subsidiaries, ornor, to the knowledge Company’s knowledge, any agent, employee or representative of the Company, Company or its employees, or any agentsubsidiaries, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, 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 Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any such person (including any person participating in the transaction, whether as purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five yearsSince 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 dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither None of the CompanyCompany or any Subsidiary or any director, any of its subsidiaries, directors or officersofficer, or, to the knowledge of the CompanyCompany or Subsidiaries, its employeesagent, or any agentemployee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiary is currently the subject or the target of any economic of financial sanctions administered or enforced by the U.S. government, (including Government through the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State (and including including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority with jurisdiction over the Company or any Subsidiary (collectively, “Sanctions”), nor is the Company or any of its subsidiaries Subsidiary located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions (including, including without limitation, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and ). None of the Company or any Subsidiary will not directly or knowingly indirectly use any of the proceeds of from the sale of Shares in the Purchased Shares hereunderoffering contemplated by this Agreement, or lend, contribute or otherwise make available any 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, if such manner of funding or facilitation would violate any Sanctions, to the extent in violation of Sanctions (ii) to fund or facilitate any activities of or any business in any Sanctioned Country, if such manner to the extent in violation of funding or facilitation would violate any Sanctions, 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 purchasersales agent, advisor, investor or otherwise) , of any Sanctions. For the past five years, the Company and its subsidiaries each Subsidiary have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of any Sanctions or with any Sanctioned Country, in each case, in a manner that violated any violation of applicable Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany employee, or any agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries subsidiaries, is an individual or entity that 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, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“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 target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity Person (i) to fund or facilitate any activities of or business with any person Person or in any country or territory that that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will would reasonably be expected to result in a violation by any person Person (including any person Person participating in the transaction, whether as purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its controlled affiliates, subsidiaries, directors or officers, ornor, to the knowledge of the Company, its employeesany employee, or any agent, affiliate agent or other person associated with or known to the Company to be 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 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the this transaction, whether as purchaserunderwriter, advisor, investor or otherwise) ), of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company, Company nor any of its subsidiariesSubsidiaries, directors or officers, ornor, to the knowledge of the CompanyCompany or any Guarantor, any of its directors, officers or employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentgovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Company, any of its Subsidiaries or any of its subsidiaries the Guarantors located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares Notes 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five (5) years, the Company and its subsidiaries 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, each to the extent in each case, in a manner that violated any violation of applicable Sanctions.. 4.26

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company Parties, Montage Resources, any of its subsidiaries, any director, officer or employee of the Company, any of its subsidiaries, directors subsidiaries or officers, or, to the knowledge Montage Resources or any of the Company, its employees, subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company, any of its subsidiaries and, to the knowledge of the Company Parties, Montage Resources or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, any of its subsidiaries and, to the knowledge of the Company Parties, Montage Resources or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea region of Ukraine and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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 target of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company, its subsidiaries and, to the knowledge of the Company Parties, Montage Resources and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither None of the Company, Company or any of its subsidiariessubsidiaries nor any director, directors officer, or officers, oremployee of the Company or any of its subsidiaries nor, to the knowledge of the Company, its employees, or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment (including, (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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil , the European Union, 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 including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither None of the Company, Energy Transfer Entities or any of its subsidiariesthe Subsidiaries, directors or officers, ornor, to the knowledge of the CompanyPartnership, its employeesany director, officer or employee of any of the Energy Transfer Entities or any of the Subsidiaries, nor, to the knowledge of the Partnership, any agent, affiliate or other person associated with or acting on behalf of any of the Company Energy Transfer Entities or any of its subsidiaries the Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including 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 including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or are any of its subsidiaries the General Partner, the Partnership or the Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, the Crimea region of Ukraine Sudan and Syria (each, a “Sanctioned Country”); and the Company Partnership will not directly or indirectly use the proceeds of the sale offering of the Purchased Shares 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, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, 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 purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five 5 years, none of the Company and its subsidiaries have not General Partner, the Partnership or the Subsidiaries has 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, in each case, in a manner that violated any Sanctions.