Common use of No Conflicts with Sanctions Laws Clause in Contracts

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholder, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is, or is owned or controlled by one or more Persons that is, (i) currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, subsidiaries nor to the knowledge of such Selling Stockholderthe Company, any director, officer, agent, affiliate affiliate, employee or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholderthe Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria Sanctions (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers nor any director or employeesexecutive officer of the Company, nor, to the knowledge of such Selling Stockholderthe Company, any director, officer, agent, affiliate employee or representative of the Company or its subsidiaries, affiliates or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriteragent, principal, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor None of the EVO Parties or any of its their respective subsidiaries, directors, officers or employees, noror, to the knowledge of such Selling Stockholderthe EVO Parties, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder any EVO Party 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, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”); and such Selling Stockholder the EVO Parties will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the EVO Parties 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of such Selling Stockholderthe Company or any of the Guarantors, any employee, agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholderthe 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”); and such Selling Stockholder the Company will apply the net proceeds from the sale of the Securities as described in the Time of Sale Information and the Offering Memorandum under the heading “Use of proceeds” and will not directly or knowingly indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such the Selling Stockholder nor any of its subsidiaries, directors, officers nor any director or employeesofficer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of such the Selling Stockholder, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person associated with acting for or acting on behalf of such the Selling Stockholder or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such the Selling Stockholder, Stockholder or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such the Selling Stockholder will not not, directly or indirectly indirectly, use the proceeds of the offering of the Securities or the Underlying 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five (5) years, such the Selling Stockholder 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor None of the BRP Parties, any of its their respective subsidiaries, directors, officers officers, or employees, noror, to the knowledge of such Selling Stockholderthe BRP Parties, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder any BRP Party or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, any BRP Party or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the BRP Parties will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the BRP Parties 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate affiliate, or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is such Selling Stockholderthe Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria Syria, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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 Country in each case, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For Since the past five yearsinception of the Company, such Selling Stockholder the Company and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate affiliate, or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria Syria, that broadly prohibit dealings with that country or territory (each, a “Sanctioned CountryTerritory”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For Since the past five yearsinception of the Company, such Selling Stockholder the Company and its subsidiaries have not knowingly engaged 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 CountryTerritory.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Buyer nor any of its subsidiariesdirector, directorsofficer, officers or employeesemployee, nor, to the knowledge of such Selling Stockholder, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Buyer is, or any of its subsidiaries is directly or indirectly owned or controlled by, a Person that is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department Departments of State or Commerce and including, without limitation, the designation as a “specially designated nationalSpecially Designated National” or on the “blocked personSectoral Sanctions Identifications List”, collectively “Blocked Persons”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) or any other relevant sanctions authority (collectively, “SanctionsSanctions Laws”); neither the Buyer, nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Buyer is such Selling Stockholder, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctionsa comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and such Selling Stockholder will not directly or indirectly use neither the proceeds of the offering of the Shares hereunderBuyer nor any director, or lendofficer, contribute or otherwise make available such proceeds to any subsidiaryemployee, joint venture partner agent, affiliate or other person associated with or entity (i) to fund or facilitate acting on behalf of the Buyer, acting in any activities capacity in connection with the operations of or the Buyer, conducts any business with or for the benefit of any person thatBlocked Person or engages in making or receiving any contribution of funds, at goods or services to, from or for the time benefit of such funding any Blocked Person, or facilitationdeals in, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business otherwise engages in any Sanctioned Country transaction relating to, any property or (iii) interests in property blocked or subject to blocking pursuant to any applicable Sanctions Laws. No action of the Buyer in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents or the consummation of any other manner that will result in a violation transaction contemplated hereby or by any person (including any person participating in the transaction, whether as underwriter, advisor, investor other Transaction Documents or otherwise) the fulfillment of Sanctionsthe terms hereof or thereof. For the past five years, such Selling Stockholder and its subsidiaries have the Buyer has not knowingly engaged in, are in and 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 Laws or with any Sanctioned Country.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiariesSubsidiaries, directors, officers nor any director or employeesofficer of the Company or its Subsidiaries, nor, to the knowledge of such Selling Stockholderthe Company, any agent, employee or representative of the Company or its Subsidiaries, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, the Crimean region, Sudan and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company and its subsidiaries Subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholder, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder or any of its subsidiaries Such Seller is not currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling StockholderSeller, any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and such Selling Stockholder Seller will not directly or indirectly use the proceeds of the offering of the Shares Purchased Securities sold by it hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity entity, directly or indirectly, (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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of SanctionsSanctions or in any manner that is not in compliance with applicable laws, rules and regulations of any governmental agency having jurisdiction over such Seller including, without limitation, the requirement for PRC residents or citizens to repatriate the net proceeds received by such Seller into the PRC under the applicable regulation of the Ministry of Commerce and the State Administration of Foreign Exchange of the PRC. For the past five years, such Selling Stockholder and its subsidiaries have Seller has not knowingly engaged in, are in and 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. The obligations of each Seller under this Section 5.6 are separate agreements and are several and not joint obligations with any other Seller.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor (if such Selling Stockholder is not a natural person) any of its subsidiaries, directors, directors or officers or employees, nor, to the knowledge of such Selling Stockholder, any employee, agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder or (if such Selling Stockholder is not a natural person) any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, Stockholder or (if such Selling Stockholder is not a natural person) any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder will not directly or or, to the knowledge of such Selling Stockholder, indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder and (if such Selling Stockholder is not a natural person) its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder None of the Archrock Entities nor any of its the subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Archrock Entities, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder or any of its subsidiaries the Archrock Entities is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholderthe 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder and its subsidiaries the Archrock Entities have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder Holdings nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of such Selling Stockholderthe Issuers or any of the Guarantors, any employee, agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder Holdings or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling StockholderHoldings, 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Issuers will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions. For Except as described in each of the Time of Sale Information and the Offering Memorandum, for the past five years, such Selling Stockholder Holdings and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder Shareholder nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling StockholderShareholder, any agent, affiliate affiliate, or other person associated with or acting on behalf of such Selling Stockholder Shareholder or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling StockholderShareholder, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder Shareholder will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder Shareholder and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of such Selling Stockholderthe Company, any employees of the Company or any of its subsidiaries, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate affiliate, or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is such Selling Stockholderthe Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria Syria, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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 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 Country in each case, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For Since the past five yearsinception of the Company, such Selling Stockholder the Company and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor any of its subsidiaries, directors, officers or employees, Shareholder nor, to the knowledge of such Selling StockholderShareholder, any of its subsidiaries, directors, officers, employees, or any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder Shareholder or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, Shareholder or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctionsterritorial Sanctions (at the date of this Agreement, includingthe Crimea Region of Ukraine, without limitationthe so-called Donetsk People’s Republic, Crimeathe so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria Syria) (each, a “Sanctioned Country”); and such Selling Stockholder Shareholder will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder Shareholder 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. Notwithstanding the foregoing, such Selling Shareholder does not make any representations in this subsection (b)(xii) regarding portfolio companies other than the Company.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder None of the Combined Businesses, nor any director or officer of its subsidiaries, directors, officers or employeesthe Combined Businesses, nor, to the knowledge of such Selling Stockholderthe Issuer or the Guarantor, any agentemployee, affiliate agent or other controlling person associated with or acting on behalf of such Selling Stockholder or any of its subsidiaries the Combined Businesses, is currently an individual or entity (for purposes of this paragraph (hh), a “Person”) that is the subject or the target of any sanctions administered or enforced by the U.S. government United States Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or Treasury, the U.S. Department of State or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council (“UNSC”)Council, the European Union, the United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury (“HMT”Treasury) or other relevant sanctions authority (collectively, “Sanctions” and such Persons, “Sanctioned Persons”), nor is such Selling Stockholder, any of its subsidiaries are the Combined Businesses located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or target of Sanctionsterritory (collectively, including, without limitation, Crimea, Cuba, Iran, North Korea “Sanctioned Countries” and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Combined Businesses will not directly or indirectly indirectly, use the proceeds of the offering of the 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 Person for the purpose of financing any activities or business of or business with any person Person or in any country or territory that, at the time of such funding or facilitationfinancing, is the subject or target of would be impermissible under Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For None of the past five years, such Selling Stockholder and its subsidiaries have not knowingly engaged in, are not now knowingly Combined Businesses has engaged in any material, individually or in the aggregate, illegal dealings or transactions with or for the benefit of a Sanctioned Person subject, or with or in a Sanctioned Country, in the preceding 3 years, and the Combined Businesses have controls in place to ensure that they do not have any person such illegal dealings in the future. Any provision of this Section 1(hh) shall not apply if and to the extent that at the time it is or would be unenforceable by reason of breach of (i) EU Regulation (EC) 2271/96 (as amended) or any law or regulation implementing such regulation in any member state of the dealing or transaction is or was the subject European Union or the target United Kingdom or (ii) any similar blocking or anti-boycott law and, in such case, the enforceability of Sanctions or with any Sanctioned CountrySection 1(hh) shall not otherwise be affected.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor None of the Oak Street Parties, any of its their respective subsidiaries, directors, or officers or employees, noror, to the knowledge of such Selling Stockholderthe Oak Street Parties, any employee, agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder any Oak Street 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, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, any Oak Street Party or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Oak Street Parties will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Oak Street Parties and its their 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of such Selling Stockholderthe Company, any employee of the Company or its subsidiaries or any agent, controlled affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Parent Guarantor nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company or the Parent Guarantor, any agent, affiliate or other person associated with with, owned or controlled by or acting on behalf of such Selling Stockholder the Parent Guarantor or any of its subsidiaries is currently the subject or the target of any comprehensive sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her His Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, the Parent Guarantor or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions, including, without limitation, Crimeathe Crimea Region of Ukraine, the non-government controlled areas of Zaporizhzhia and Kherson Regions of Ukraine and any other covered region of Ukraine identified pursuant to Executive Order 14065, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Parent Guarantor and its subsidiaries will not directly or indirectly use the proceeds of the offering of the 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 or entity that, at the time of such funding or facilitation, is the subject or target of Sanctions except as authorized by applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country except as authorized by applicable Sanctions or (iii) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the transaction, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Parent Guarantor and its subsidiaries have not knowingly to their knowledge engaged in, are not now knowingly to their knowledge engaged in any dealings or transactions with any person or entity that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with or in any Sanctioned Country.

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

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her His Majesty’s Treasury (“HMT”) Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, CrimeaCuba, CubaDonetsk People’s Republic, Iran, Luhansk People’s Republic, North Korea Korea, Syria and Syria the Crimea Region of the Ukraine (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholder, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of SanctionsSanctions provided that the foregoing shall not apply with respect to the distribution of the proceeds of the offering to any of such Selling Stockholder’s direct or indirect limited partners once such proceeds are no longer under the control of such Selling Stockholder if prior to such distribution such Selling Stockholder has no knowledge that such proceeds will be used for any of the foregoing purposes. For the past five years, such Selling Stockholder and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate affiliate, or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is such Selling Stockholderthe Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria Syria, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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 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 Country in each case, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For Since the past five yearsinception of the Company, such Selling Stockholder the Company and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor None of the EVO Parties or any of its their respective subsidiaries, directors, officers or employees, noror, to the knowledge of such Selling Stockholderthe EVO Parties, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder any EVO Party 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, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and such Selling Stockholder the EVO Parties will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the EVO Parties 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Corporation nor any of its subsidiariesSubsidiaries, directors, officers nor any director or employeesofficer of the Corporation or its Subsidiaries, nor, to the knowledge of such Selling Stockholderthe Corporation, any agent, employee or representative of the Corporation or its Subsidiaries, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Corporation or any of its subsidiaries Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, the Corporation or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, the Crimean region, and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Corporation will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Country; or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For The Corporation and its Subsidiaries have not, for the past five years, such Selling Stockholder and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder Shareholder nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling StockholderShareholder, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder Shareholder or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling StockholderShareholder, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, and Syria (each, a “Sanctioned Country”); and such Selling Stockholder Shareholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute con tribute 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder Shareholder and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her His Majesty’s Treasury (“HMT”) Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, CrimeaCuba, CubaDonetsk People’s Republic, Iran, Luhansk People’s Republic, North Korea Korea, Syria and Syria the Crimea Region of the Ukraine (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For Since April 24, 2019, the past five years, such Selling Stockholder Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently currently, or is owned or controlled by any individual or entity that is, the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, any of the Company or its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder Shareholder nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling StockholderShareholder, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder Shareholder or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling StockholderShareholder, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder Shareholder will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder Shareholder and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company or any of the Guarantors, any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholderthe 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employeesofficers, nor, to the knowledge of such Selling Stockholderthe Company, any agentemployee, agent or affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions or designated on any prohibited party lists administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” on OFAC’s Specially Designated Nationals and Blocked Persons List or “blocked person”OFAC’s Foreign Sanctions Evaders List), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority authorities (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any of their directors, officers, or employees or any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her His Majesty’s Treasury (“HMT”) Treasury, or other relevant applicable sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, includingspecifically, without limitation, Crimeathe so-called Donetsk People’s Republic or so-called Luhansk People’s Republic or the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company, the LLC or any Subsidiary, nor any director, officer or employee of its subsidiariesthe Company, directors, officers the LLC or employees, any Subsidiary nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company, the LLC or any of its subsidiaries Subsidiary is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholderthe Company, the LLC or any of its subsidiaries Subsidiary located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company, the LLC and its subsidiaries the 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of such Selling Stockholderthe Company or any of the Guarantors, any employee, agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholderthe 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company and its subsidiaries have not knowingly engaged 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 CountryCountry in violation of any applicable laws.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, subsidiaries nor, to the knowledge of such Selling Stockholderthe Company, any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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 person, or in any country or territory, that, at the time of such funding or facilitation, is the subject or the target of Sanctions, Sanctions or (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriterinitial purchaser, advisor, investor or otherwise) of Sanctions. For Neither the past five years, such Selling Stockholder and Company nor any of its subsidiaries have not knowingly engaged innor, are not now knowingly to the knowledge of the Company, any director, officer, employee, agent, affiliate, joint venture partner or other person associated with or 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 dealings other U.S. economic sanctions relating to Iran (collectively, the “Iran Sanctions”); and the Company will not engage in any activities or transactions with any person business that at would subject it to sanction under the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryIran Sanctions.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company or any of the Guarantors, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholderthe 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriterinitial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company and its subsidiaries have not knowingly engaged 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.

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

No Conflicts with Sanctions Laws. Neither such Selling Stockholder Shareholder nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of such Selling StockholderShareholder, any employee, agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder Shareholder or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, Shareholder or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder Shareholder will not directly or indirectly use the proceeds of the offering of the Shares Securities offered by such Selling Shareholder 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder Shareholder and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is, or is owned or controlled by one or more Persons that is, (i) currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as agent, underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries nor any director or officer of the Company or any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any employee, agent, controlled affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholderthe Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. 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, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of such Selling Stockholderthe Company or any of the Guarantors, any employee, agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholderthe 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiariesSubsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company or the Operating Partnership, any agent, or affiliate or other person associated with or acting on behalf of such Selling Stockholder 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 Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the Placement 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five 5 years, such Selling Stockholder the Company and its subsidiaries 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers officers, or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority authority, including by virtue of similar laws or rules of the State of Israel (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiariesthe Significant Subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of such Selling Stockholderthe Company, any employee, agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries the Significant Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), Japan or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, the Company or any of its subsidiaries the Significant Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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 target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company and its subsidiaries the Significant 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers officers, or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is, or is owned or controlled by one or more persons that are, currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) Treasury, the Swiss Secretariat of Economic Affairs or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Parent nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of such Selling Stockholderthe Company or any of the Guarantors, any employee, agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Parent or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, the Parent or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Parent and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, CrimeaCuba, CubaDonetsk People’s Republic, Iran, Luhansk People’s Republic, North Korea Korea, Syria and Syria the Crimea Region of the Ukraine (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of such Selling Stockholderthe Company, any employees of the Company or any of its subsidiaries, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her His Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Syria, the Crimea Region and Syria the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and any other Covered Region of Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of such Selling Stockholderthe Company, after due inquiry, any directors, officers, or employees of the Company or any of its subsidiaries or any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) of the United Kingdom or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any of its or any of its subsidiaries’ directors, officers, or employees or any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate affiliate, or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea and Syria Syria, that broadly prohibit dealings with that country or territory (each, a “Sanctioned CountryTerritory”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For Since the past five yearsinception of the Company, such Selling Stockholder the Company and its subsidiaries have not knowingly engaged 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 CountryTerritory.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder None of the SDC Parties nor any of its their subsidiaries, directors, officers or employees, nor, nor to the knowledge of such Selling Stockholderthe SDC Parties, employees, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the SDC Parties or any of its their subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the SDC Parties 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. (mm) No Restrictions on Subsidiaries. Other than SDC U.S. SmilePay SPV pursuant to the JPM Facility, no subsidiary of any SDC Party is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to any SDC Party, from making any other distribution on such subsidiary’s capital stock or similar ownership interest, from repaying to any SDC Party or its subsidiaries any loans or advances to such subsidiary from such SDC Party or its subsidiaries or from transferring any of such subsidiary’s properties or assets to the SDC Parties or its subsidiaries.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers subsidiaries nor any director or employees, officer of the Company or any of its subsidiaries nor, to the knowledge of such Selling Stockholderthe Company, any employee, agent, or affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries subsidiaries, in his or her capacity as such is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, the Company or any of its subsidiaries located, organized or resident in a country country, region or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, securities hereunder or directly or knowingly indirectly lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five 5 years, such Selling Stockholder the Company 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, other than dealings or transactions permitted by Sanctions.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her His Majesty’s Treasury (“HMT”) Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, CrimeaCuba, CubaDonetsk People’s Republic, Iran, Luhansk People’s Republic, North Korea Korea, Syria and Syria the Crimea Region of the Ukraine (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five ten years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholder, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder or any of its subsidiaries Such Seller is not currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“"OFAC”") or the U.S. Department of State and including, without limitation, the designation as a “"specially designated national” " or “"blocked person”"), the United Nations Security Council (“"UNSC”"), the European Union, Her Majesty’s 's Treasury (“"HMT”") or other relevant sanctions authority (collectively, “"Sanctions”"), nor is such Selling StockholderSeller, any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “"Sanctioned Country”"); and such Selling Stockholder Seller will not directly or indirectly use the proceeds of the offering of the Shares Purchased Securities sold by it hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity entity, directly or indirectly, (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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of SanctionsSanctions or in any manner that is not in compliance with applicable laws, rules and regulations of any governmental agency having jurisdiction over such Seller including, without limitation, the requirement for PRC residents or citizens to repatriate the net proceeds received by such Seller into the PRC under the applicable regulation of the Ministry of Commerce and the State Administration of Foreign Exchange of the PRC. For the past five years, such Selling Stockholder and its subsidiaries have Seller has not knowingly engaged in, are in and 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. The obligations of each Seller under this Section 5.6 are separate agreements and are several and not joint obligations with any other Seller.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries nor any director or officer of the Company or any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any employee, agent, controlled affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholderthe Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. 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, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of such Selling Stockholderthe Company, any employee of the Company or any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is, or is owned or controlled by a Person that is, (i) currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor None of the Parent or any of its subsidiaries, directors, officers or employees, nor, or to the knowledge of such Selling Stockholderthe Issuer or any of the Guarantors, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Parent or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, the Parent or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and such Selling Stockholder the Issuer and the Guarantors will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employeesofficers, nor, to the knowledge of such Selling Stockholderthe Company, any agentemployees, affiliate affiliates or other person associated with or acting on behalf agents of such Selling Stockholder the Company or any of its subsidiaries is, or is owned or controlled by an individual or entity (“Person”) that is, (i) currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, or Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder(ii) the Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, including Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (iiy) to fund or facilitate any activities of or business in any Sanctioned 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 underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor any of the Company, its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agentof its or its subsidiaries’ directors, affiliate officers, employees, agents, affiliates or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or any French government agency or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For Sanctions for the past five three years, such Selling Stockholder the Company 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company, any agent, affiliate affiliate, or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is such Selling Stockholder, 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria Syria, that broadly prohibit dealings with that country or territory (each, a “Sanctioned CountryTerritory”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For Since the past five yearsinception of the Company, such Selling Stockholder the Company and its subsidiaries have not knowingly engaged 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 CountryTerritory.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Corporation nor any of its subsidiariesthe Subsidiaries, directors, officers nor any director or employeesofficer of the Corporation or the Subsidiaries, nor, to the knowledge of such Selling Stockholderthe Corporation, any agent, employee or representative of the Corporation or the Subsidiaries, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Corporation or any of its subsidiaries the Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, the Corporation 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, the Crimean region, Sudan and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Corporation will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Corporation and its subsidiaries the Subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder None of the Combined Businesses, nor any director or officer of its subsidiaries, directors, officers or employeesthe Combined Businesses, nor, to the knowledge of such Selling Stockholderthe Issuer or either Guarantor, any agentemployee, affiliate agent or other controlling person associated with or acting on behalf of such Selling Stockholder or any of its subsidiaries the Combined Businesses, is currently an individual or entity (for purposes of this paragraph (hh), a “Person”) that is the subject or the target of any sanctions administered or enforced by the U.S. government United States Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or Treasury, the U.S. Department of State or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council (“UNSC”)Council, the European Union, the United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury (“HMT”Treasury) or other relevant sanctions authority (collectively, “Sanctions” and such Persons, “Sanctioned Persons”), nor is such Selling Stockholder, any of its subsidiaries are the Combined Businesses located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or target of Sanctionsterritory (collectively, including, without limitation, Crimea, Cuba, Iran, North Korea “Sanctioned Countries” and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Combined Businesses will not directly or indirectly indirectly, use the proceeds of the offering of the 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 Person for the purpose of financing any activities or business of or business with any person Person or in any country or territory that, at the time of such funding or facilitationfinancing, is the subject or target of would be impermissible under Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For None of the past five years, such Selling Stockholder and its subsidiaries have not knowingly engaged in, are not now knowingly Combined Businesses has engaged in any illegal dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person subject, or with any or in a Sanctioned Country, in the preceding 3 years, and the Combined Businesses have controls in place to ensure that they do not have any such illegal dealings in the future.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiariesSubsidiaries, directorsnor any director, officers or employeesofficer, noremployee, to the knowledge of such Selling Stockholder, any agent, affiliate of the Company or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries Subsidiaries or affiliates is, or is directly or indirectly owned or controlled by, a Person that is currently the subject or the target of to any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department Departments of State or Commerce and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or any other relevant sanctions authority (collectively, “Sanctions”), nor or is such Selling Stockholderthe Company, any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctionsa comprehensive embargo or Sanctions prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); no action of the Company or any of its Subsidiaries in connection with (i) the execution, delivery and such Selling Stockholder performance of this Agreement and the other Transaction Documents, (ii) the issuance and sale of the Securities or (iii) the direct or indirect use of proceeds from the Securities or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will not directly or indirectly use result in the proceeds of the offering of transactions contemplated hereby and by the Shares hereunderother Transaction Documents being used, or lendloaned, contribute contributed or otherwise make available such proceeds made available, directly or indirectly, to any subsidiarySubsidiary, joint venture partner or other person or entity entity, for the purpose of (i) to fund unlawfully funding or facilitate facilitating any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund unlawfully funding or facilitate facilitating any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company and its subsidiaries 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholder, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant applicable sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such the Selling Stockholder Stockholders and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in any direct or indirect 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 Sanctions or with any Sanctioned CountrySanctions.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder None of the Combined Businesses, nor any director or officer of its subsidiaries, directors, officers or employeesthe Combined Businesses, nor, to the knowledge of such Selling Stockholderthe Issuer or either Guarantor, any agentemployee, affiliate agent or other controlling person associated with or acting on behalf of such Selling Stockholder or any of its subsidiaries the Combined Businesses, is currently an individual or entity (for purposes of this paragraph (ff), a “Person”) that is the subject or the target of any sanctions administered or enforced by the U.S. government United States Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or Treasury, the U.S. Department of State or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council (“UNSC”)Council, the European Union, the United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury (“HMT”Treasury) or other relevant sanctions authority (collectively,” Sanctions” and such Persons, “SanctionsSanctioned Persons”), nor is such Selling Stockholder, any of its subsidiaries are the Combined Businesses located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or target of Sanctionsterritory (collectively, including, without limitation, Crimea, Cuba, Iran, North Korea “Sanctioned Countries” and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Combined Businesses will not directly or indirectly indirectly, use the proceeds of the offering of the 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 Person for the purpose of financing any activities or business of or business with any person Person or in any country or territory that, at the time of such funding or facilitationfinancing, is the subject or target of would be impermissible under Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For None of the past five years, such Selling Stockholder and its subsidiaries have not knowingly engaged in, are not now knowingly Combined Businesses has engaged in any illegal dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person subject, or with any or in a Sanctioned Country, in the preceding 3 years, and the Combined Businesses have controls in place to ensure that they do not have any such illegal dealings in the future.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholder, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company, CTWS nor any of its their respective subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of such Selling Stockholderthe Company, any employee, agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company, CTWS 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 government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholderthe Company, CTWS 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, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company, CTWS 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder nor any of its subsidiaries, directors, or officers or employees, nor, to the knowledge of such Selling Stockholder, any employee, agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholder, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder and its subsidiaries have not knowingly engaged 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.

No Conflicts with Sanctions Laws. Neither such Selling Stockholder the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of such Selling Stockholderthe Company or any of the Guarantors, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is such Selling Stockholderthe 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, without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and such Selling Stockholder the Company will not directly or indirectly use the proceeds of the offering of the 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, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, such Selling Stockholder the Company 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.