Common use of No Conflicts with Sanctions Laws Clause in Contracts

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employees, agents, affiliates or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or directors, officers, nor, to the knowledge of the Company, any employeesemployee, agents, affiliates agent or other person associated with or acting on behalf affiliate of 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, (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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea Crimea, but not including Sudan as of January 17, 2017 (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or directors, officers, nor, to the knowledge of the Company, any employeesemployee, agents, affiliates agent or other person associated with or acting on behalf affiliate of 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, (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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea Crimea, but not including Sudan as of January 17, 2017 (each, a “Sanctioned Country”); and 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 underwriter, advisor, investor or otherwise) of Sanctions. For the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiariesSubsidiaries, directors nor any director or officersofficer of the Company or its Subsidiaries, nor, to the knowledge of the Company, any employeesagent, agentsemployee or representative of the Company or its Subsidiaries, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, United States government (including, without limitation, the Office of Foreign Assets Control of the U.S. United States Treasury Department of the Treasury (“OFAC”) or the U.S. United States 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 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 comprehensive (rather than list-based) Sanctions, including, without limitation, Russia, Cuba, Iran, North Korea, Sudanthe Crimean region, and Syria and Crimea (each, a “Sanctioned Country”); and the Company 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 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 Company and its Subsidiaries have not, for the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, or officers, nor, to the knowledge of the Company, any employeesemployee, agentsagent, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiariesthe Subsidiaries, directors nor any director or officersofficer of the Company or the Subsidiaries, nor, to the knowledge of the Company, any employeesagent, agentsemployee or representative of the Company or the Subsidiaries, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries the Subsidiaries is currently the subject or the target of to any sanctions administered or enforced by the U.S. government, government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department 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 the Company or any of its subsidiaries the Subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudanthe Crimean region, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) the Subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company such Selling Shareholder nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the Companysuch Selling Shareholder, any employeesagent, agentsaffiliate, affiliates or other person associated with or acting on behalf of the Company such Selling 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 the Company or such Selling Shareholder, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and the Company such Selling 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 (5) years, (i) the Company such Selling Shareholder and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, or officers, nor, to the knowledge of the Company, any employeesagent, agentsemployee, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cubathe so-called Donetsk People’s Republic, Iranthe so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 00000, North KoreaXxxxxx, SudanXxxx, Xxxx, Xxxxx Xxxxx and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company Combined Businesses, nor any director or officer of its subsidiaries, directors or officersthe Combined Businesses, nor, to the knowledge of the CompanyIssuer or the Guarantor, any employeesemployee, agents, affiliates agent or other controlling person associated with or acting on behalf of the Company or any of its subsidiaries 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. governmentUnited 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 are the Company or any of its subsidiaries 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 comprehensive territory (rather than list-based) Sanctionscollectively, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria “Sanctioned Countries” and Crimea (each, a “Sanctioned Country”); and the Company 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly Combined Businesses has engaged in any transactions with any person that at material, individually or in the time of the transaction is or was the subject of Sanctionsaggregate, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have not knowingly engaged in and are not now knowingly engaged in any 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 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 Country and (iiiSection 1(hh) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 Countryshall not otherwise be affected.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesSubsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the Company, any employeesagent, agents, affiliates or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including, 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 the Company or Company, any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and 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 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, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) Subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the Company, any employeesagent, agents, affiliates or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, including without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, 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 the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Burma (Myanmar), Crimea, Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and 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 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) 5 years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, officers, or officersemployees, nor, to the knowledge of the Company, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 HM Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) SanctionsSanctions broadly prohibiting dealings with such country or territory, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, any other Covered Region of Ukraine identified pursuant to Executive Order 14065 and Crimea (each, a “Sanctioned Country”); and 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 except to the extent permitted for a Person required to comply with 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, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions prohibiting such dealing or transaction or with any Sanctioned Country.

No Conflicts with Sanctions Laws. Neither the Company Holdings nor any of its subsidiaries, directors or officers, nor, to the knowledge of the CompanyIssuers or any of the Guarantors, any employeesemployee, agentsagent, affiliates affiliate or other person associated with or acting on behalf of the Company Holdings 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 the Company or Holdings, 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 comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, and Syria and Crimea (each, a “Sanctioned Country”); and the Company 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 (5) years, (i) the Company Holdings and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company Archrock Entities nor any of its the subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the CompanyArchrock Entities, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Archrock Entities 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 the Company or Company, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) Archrock Entities have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company Parties nor any of its their subsidiaries, directors or officers, nor, to the knowledge of the CompanyCompany Parties, any employeesemployee, agentsagent, affiliates affiliate or other person associated with or acting on behalf of the a Company 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 or His Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the a Company Party or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitationas of the date of this Agreement, the Crimea, Zaporizhzhia and Kherson regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and no Company Party will directly, or to the knowledge of the Company will not directly or indirectly Parties, 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 (5) years, (i) the Company Parties and its their subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors nor its directors, officers, or officersemployees, nor, to the knowledge of the Company, any employeesagent, agents, affiliates affiliate or other person associated with or while acting on behalf of the Company or any of its subsidiaries subsidiaries, is currently the subject or the target of any applicable 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 His Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so called Donetsk People’s Republic, the so called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and the Company and its subsidiaries 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 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, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor Evolent Health, nor any director or officer of its subsidiaries, directors the Company or officersEvolent Health, nor, to the knowledge of the CompanyCompany or Evolent Health, any employeesemployee, agentsagent, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Evolent Health 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 the Company or any of its subsidiaries Evolent Health located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria Syria, Libya and the Crimea Region of Ukraine (each, a “Sanctioned Country”); and the Company and Evolent Health 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 (5) years, (i) the The Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company Evolent Health 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor Company, any of its subsidiaries, directors or officers, norsubsidiaries or, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or Company, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and none of the Company Antero Entities 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged engage in any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company Holdings nor any of its subsidiaries, directors or officers, nor, to the knowledge of the CompanyCompany or any of the Guarantors, any employeesdirector, agentsofficer, affiliates employee, agent, affiliate or other person associated with or acting on behalf of the Company Holdings 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”)Council, the European Union, Her Majesty’s Treasury (“HMT”) Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Holdings or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and neither Holdings nor 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 (5) yearsyears or since Holdings’ or such subsidiaries’ formation, (i) the Company whichever is more recent, Holdings and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the CompanyCompany or the Guarantor, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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, the Hong Kong Monetary Authority, the Monetary Authority of Singapore or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and Crimea the so-called Luhansk People’s Republic (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares Notes hereunder, or lend, or knowingly 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in in, and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates employee agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region, Cuba, Iran, North Korea, Sudan, and Syria and Crimea (each, a “Sanctioned Country”); and the Company and its subsidiaries 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 transactionoffering of the Shares hereunder, whether as agent, underwriter, advisor, investor or otherwise) of Sanctions. For the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have has not knowingly engaged in in, and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iiii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 (ii) any Sanctioned Country.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officers, noror, to the knowledge of the CompanyMediaAlpha Parties, any employeesemployee, agentsagent, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the so-called Donetsk People’s Republic, so-called Luhansk People’s Republic, the non-government-controlled areas of Zaporizhzhia and Kherson or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates employee agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria Syria, Russia, the following regions of Ukraine: Crimea, the Kherson, the Zaporizhzhia, the so-called Donetsk People’s Republic and Crimea the so-called Luhansk People’s Republic, and Venezuela (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares Company Shares, if any, hereunder, or the proceeds, if any, due upon settlement of the Forward Sale Agreement or any Additional Forward Sale Agreement, 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company Company, Evolent Health or the Company’s other subsidiaries, nor any director or officer of its the Company, Evolent Health or the Company’s other subsidiaries, directors or officers, nor, to the knowledge of the CompanyCompany or Evolent Health, any employeesemployee, agentsagent, affiliates affiliate or other person associated with or acting on behalf of the Company Company, Evolent Health or any of its subsidiaries the Company’s other 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”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Company, Evolent Health, or any of its subsidiaries the Company’s other subsidiaries, located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the so-called Donetsk People’s Republic, so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and the Company and Evolent Health 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 Company, Evolent Health and the past five (5) years, (i) the Company and its Company’s other subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company nor Company, any of its subsidiaries, directors or officers, norsubsidiaries or, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates employee or other person associated with or acting on behalf affiliate of the Company or any of its subsidiaries subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. government, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) Neither the Company and nor any of its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at or for the time benefit of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 or in any Sanctioned Country, in each case in the preceding five years. Neither the Company nor any of its subsidiaries have any plans, as of the date hereof, to knowingly engage in or increase their dealings or transactions with any person that is currently the subject or the target of Sanctions or with any or in Sanctioned CountryCountries.

No Conflicts with Sanctions Laws. Neither the Company such Selling Stockholder nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the Companysuch Selling Stockholder, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company 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, 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 the Company or such Selling Stockholder, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and the Company 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 (5) years, (i) the Company such Selling Stockholder and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the CompanyCompany or any of the Guarantors, any employeesemployee, agentsagent, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or Company, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, subsidiaries nor, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates employee, agent or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. 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”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in in, and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company Archrock Entities nor any of its the subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the CompanyArchrock Entities, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Archrock Entities 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”)Council, the European Union, Her Majesty’s Treasury (“HMT”) Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Parent, 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 comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and neither the Company Issuers nor the Parent 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) Archrock Entities have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, subsidiaries nor, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates agent, employee or other person associated with or affiliate acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, 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, to the Company’s knowledge, is the Company or any of its subsidiaries owned or controlled by an individual or entity that is currently the subject or target of any Sanctions, nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and 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 facilitationfunding, 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 (5) years, (i) or, in the case of any subsidiary, for the past five years or since the time it became a subsidiary of the Company, the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, subsidiaries nor, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries affiliate is currently the subject or the target of any sanctions administered or enforced by the U.S. government, Government (including, without limitation, sanctions administered by 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 HMT”),or any other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Crimea and Syria and Crimea (each, a “Sanctioned Country”); and the Company will not not, directly or indirectly 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 underwriterinitial purchaser, advisor, investor or otherwise) of Sanctions. For the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 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 or officers, nor, to the knowledge of the Company, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, 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 the Company Company, or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and the Company and the Issuers 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 underwriter, advisor, investor or otherwise) of Sanctions. For the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iiii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any transactions 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. (jj) Regulations T, U, X. None of the Issuers or the Guarantors or any agents thereof acting on their behalf has taken, and none of them will take, any action that would reasonably be expected to cause this Agreement or the issuance or sale of the Securities to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates agent, employee or other person associated with or acting on behalf affiliate of the Company or any of its subsidiaries is currently the subject or or, to the knowledge of the Company, 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 His Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the Crimea Region and Crimea 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 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 or, to the knowledge of the Company, 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, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 and (iii) prior to the date of their acquisition by the Companyor, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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. No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officersSubsidiaries, nor, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates employee, agent or affiliate of, or other person associated with or acting on behalf of of, the Company or any of its subsidiaries Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. 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 the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Crimea Region of the Ukraine (each, a “Sanctioned Country”); and 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 for the purpose of financing 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 for the purpose of financing or facilitate facilitating any activities of or business in any Sanctioned Country or (iii) in any other manner for the purpose of facilitating or that will the Company knows would facilitate or 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, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company nor EVO Parties or any of its their respective subsidiaries, directors directors, officers or officersemployees, noror, to the knowledge of the CompanyEVO Parties, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company 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, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and the Company 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 (5) years, (i) the Company EVO Parties and its their respective subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the Company, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea the Crimea, so-called Donetsk People’s Republic, so-called Luhansk People’s Republic regions, non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, officers, or officersemployees, nor, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates employee, agent or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including, 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 the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and 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 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) 5 years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the Company, any employees, agents, affiliates or other person associated with or acting on behalf affiliate of the Company or any of its subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are, currently the subject or the target of any sanctions administered or enforced by the U.S. government, 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”), the Swiss State Secretariat of Economic Affairs (“SECO”), or the Swiss Directorate of International Law (“DIL”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitationcurrently Crimea, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 Person (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 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 (5) years, (i) the The Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not within the past five years knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged engage in any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any transactions with any person Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in violation of Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors directors, officers, or officersemployees, nor, to the knowledge of the Company, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or any of its subsidiaries located, organized or resident in a country country, region or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company nor any of its subsidiaries, directors or officers, norPartnership Entities or, to the knowledge of the CompanyPartnership Entities, any employeesdirector, agentsofficer, affiliates agent, employee, affiliate of, or other person associated with or acting on behalf of of, the Company or any of its subsidiaries Partnership Entities 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”)Council, the European Union, Her Majesty’s Treasury (“HMT”) Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or are any of its subsidiaries the Partnership Entiies located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and the Company Partnership Entities will not directly or indirectly use the proceeds of the offering of the Shares Notes hereunder, or lend, or knowingly 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) Partnership Entities have not knowingly engaged in in, and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, or officers, nor, to the knowledge of the Company, any employeesagent, agentsemployee, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) ten years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company such Selling Shareholder nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the Companysuch Selling Shareholder, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company such Selling 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 the Company or such Selling Shareholder, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, and Syria and Crimea (each, a “Sanctioned Country”); and the Company such Selling 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 (5) years, (i) the Company such Selling Shareholder and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in in, and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company nor any of its subsidiaries, directors or officers, norPartnership Entities or, to the knowledge of the CompanyPartnership Entities, any employeesdirector, agentsofficer, affiliates agent, employee, affiliate of, or other person associated with or acting on behalf of of, the Company or any of its subsidiaries Partnership Entities 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”)Council, the European Union, Her Majesty’s Treasury (“HMT”) Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or are any of its subsidiaries the Partnership Entities located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and the Company Partnership Entities will not directly or indirectly use the proceeds of the offering of the Shares Notes hereunder, or lend, or knowingly 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) Partnership Entities have not knowingly engaged in in, and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company nor Parent, any of its subsidiaries, directors or officers, norany director or officer of any of them or, to the knowledge of the CompanyIssuer or the Parent, any employeesemployee, agentsagent, affiliates or affiliate or other person associated with or acting on behalf of the Company 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”)Council, the European Union, Her His Majesty’s Treasury (“HMT”) Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Parent or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria and Crimea the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea, and the Zaporizhzhia and the Kherson regions of Ukraine) (each, a “Sanctioned Country”); Country”); and the Company Issuer 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 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, (i) the Company Parent and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or directors, executive officers, nor, nor to the knowledge of the Company, any of its employees, agents, or affiliates or other person persons associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and 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 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) 5 years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the Company, any employeesagent, agents, affiliates or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, 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 none of the Company or any of its subsidiaries is located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and 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 of, or business with 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 transactiontransactions pursuant hereto, including the offering of the Shares, whether as underwriter, advisor, investor or otherwise) of Sanctions. For Except to the extent set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, for the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is person, or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any transactions with any person country or territory, that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountrySanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officersdirectors, officers nor, to the knowledge of the Company, any of its employees, agents, affiliates Affiliates or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, 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 having jurisdiction over the Company or its subsidiaries (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and the Company will not directly or or, to its knowledge, 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, officers, or officersemployees, nor, to the knowledge of the Company, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 HM Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) SanctionsSanctions broadly prohibiting dealings with such country or territory, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, any other Covered Region of Ukraine identified pursuant to Executive Order 14065 and Crimea (each, a “Sanctioned Country”); and 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 except to the extent permitted for a Person required to comply with 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, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions prohibiting such dealing or transaction or with any Sanctioned Country.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officers, noror, to the knowledge of the CompanyMediaAlpha Parties, any employeesemployee, agentsagent, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the so-called Donetsk People’s Republic, so- called Luhansk People’s Republic, the non-government-controlled areas of Zaporizhzhia and Kherson or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employeesemployee, agentsagent, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, 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”), the Mexican government (through the Secretaría de Hacienda y Crédito Público) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged engage in any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the CompanyCompany or any of the Guarantors, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or Company, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiariesSubsidiaries, directors directors, or officers, nor, to the knowledge of the Company, any employeesemployee of the Company or any Subsidiary or any agent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 on the “sectoral sanctions identifications list” 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 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 comprehensive (rather than list-based) Sanctions, including, without limitation, including Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); the Company and its Subsidiaries are in compliance in all material respects with all Sanctions Laws; and the Company will not directly or indirectly use the proceeds of the offering of the Common Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or 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 applicable Sanctions. For Except as disclosed in the Company’s Form 8-K filed on June 4, 2019, for the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 applicable Sanctions. No action, suit, or proceeding by or before any court or government agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to Sanctions is pending or, to the knowledge of the Company, threatened.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the CompanyCompany or any of the Guarantors, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or Company, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged engage in any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor Hxxxxxxx Xxxx nor any of its their subsidiaries, directors or officers, nor, to the knowledge of the CompanyCompany or Hxxxxxxx Xxxx any of their respective directors, officers or affiliates or any employees, agents, affiliates agent or other person associated with or acting on behalf of the Company or any of its Hxxxxxxx Xxxx or their 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, 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 the Company or any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and the Company and Hxxxxxxx Xxxx and their subsidiaries 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 transactiontransactions contemplated by this Agreement, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five (5) years, (i) the Company and its Hxxxxxxx Xxxx and their subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors nor any director or officersofficer of the Company or its subsidiaries, nor, to the knowledge of the Company, any employeesagent, agentsemployee or representative of the Company or its subsidiaries, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, 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” 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”)Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria Syria, the Crimea Region of the Ukraine, the so-called Donetsk People’s Republic and Crimea 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 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiariesSubsidiaries, directors or officers, nor, to the knowledge of the Company, any employees, agentsagent, affiliates Affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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”) as extended to the Cayman Islands, the Cayman Islands, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea region of Ukraine (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunderSubject Shares, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person 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, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors nor, to the knowledge of the Company, IO Data Centers and its subsidiaries that the Company is acquiring, any director or officersofficer of the Company or IO Data Centers or any of their respective subsidiaries (in the case of IO Data Centers, any of the subsidiaries the Company is acquiring), nor, to the knowledge of the Company, any employeesagent, agents, affiliates employee or other person associated with or acting on behalf affiliate of the Company and IO Data Centers or any of its their respective subsidiaries (in the case of IO Data Centers, any of the subsidiaries the Company is acquiring): (i) is currently the subject to 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 Treasury, the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) Treasury, or any similar sanctions administered by any other relevant sanctions authority (collectively, “Sanctions”); or (ii) except as permitted by the scope of any Sanctions, nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, SudanCrimea, Syria and Crimea (each, a “Sanctioned Country”Venezuela); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunderShares, 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 entity, for the purpose of financing the activities of any person, or business with in any person thatcountry or territory, at the time of such funding or facilitation, that currently 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 underwriteran Underwriter, advisor, investor or otherwise) of Sanctions. For Except as permitted by the past five (5) yearsscope of any Sanctions, (i) the Company and its subsidiaries (other than Clovis Italy and, to the Company’s knowledge, IO Data Centers and its subsidiaries) have subsidiaries that the Company is acquiring in the IO Acquisition, are not knowingly engaged in in, and are during the past five years have not now been knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is individual or was the subject entity, or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any transactions with any person country or territory, that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountrySanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors directors, officers or officersmanagement employees, nor, to the knowledge of the Company, any employeesother employee, agentsagent, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Korea Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employeesemployee, agentsagent, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, officers, or officersemployees, nor, to the knowledge of the Company, or any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the so-called Donetsk People’s Republic, so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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. (i) Neither the Company nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the Company, any employeesagent, agents, affiliates or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is (A) currently the subject or the target of any sanctions administered or enforced by the U.S. 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 the Company ) or any of its subsidiaries (B) located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, the Crimea Region, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and (ii) the Company will not directly or indirectly use the proceeds of the offering of the Offered Shares hereunderhereunder or the proceeds received pursuant to the Forward Sale Agreements, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity entity, (iA) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (iiB) to fund or facilitate any activities of or business in any Sanctioned Country or (iiiC) in any other manner that will result in a violation of Sanctions by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise); and (iii) of Sanctions. For for the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the CompanyCompany or any of the Guarantors, any employeesdirector, agentsofficer, affiliates employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or Company, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employees, agents, affiliates or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company Amicus nor any of its subsidiaries, directors or officers, subsidiaries nor, to the knowledge Knowledge of the CompanyAmicus, any employeesdirector, agentsofficer, affiliates employee, agent, affiliate or other person associated with or acting on behalf of the Company Amicus 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, including 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, including 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 the Company or Amicus, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, includingincluding the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, without limitationthe so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, and Syria and Crimea (each, a “Sanctioned Country”); and the Company Amicus will not directly or indirectly use the proceeds of the offering 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 (5) years, (i) the Company Axxxxx and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company Company, the LLC or any Subsidiary, nor any director, officer or employee of its subsidiariesthe Company, directors the LLC or officers, any Subsidiary nor, to the knowledge of the Company, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company 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, 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 the Company 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 comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company Company, the LLC and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, No Partnership Entity nor, to the knowledge of the CompanyPartnership, any employeesdirector, agentsofficer, affiliates employee or other person associated with or acting on behalf affiliate of the Company or any of its subsidiaries Partnership Entity, 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 the Company or any of its subsidiaries Partnership Entity located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the Crimea, Kherson, or Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and the Company Partnership Entities 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 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 underwriterinitial purchaser, advisor, investor or otherwise) of Sanctions. For the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company Partnership Entities 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the Company, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is, or is owned or controlled by one or more persons that is, (x) 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, the Hong Kong Monetary Authority, the Monetary Authority of Singapore or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (y) located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and Crimea any other Covered Region of Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have not knowingly engaged in and are not now knowingly engaged engage in any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the Company, any employeesagent, agents, affiliates or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including, 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 the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and 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 (ia) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (iib) to fund or facilitate any activities of or business in any Sanctioned Country or (iiic) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriterInitial Purchaser, advisor, investor or otherwise) of Sanctions. For the past five (5) 5 years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company nor Company, any of its subsidiaries, directors or officers, norsubsidiaries or, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates employee or other person associated with or acting on behalf affiliate of the Company or any of its subsidiaries subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. government, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 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, (i) Neither the Company and nor any of its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at or for the time benefit of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 or in any Sanctioned Country, in each case in the preceding five years. Neither the Company nor any of its subsidiaries have any plans, as of the date hereof, to knowingly engage in or increase their dealings or transactions with any person that is currently the subject or the target of Sanctions or with any or in Sanctioned CountryCountries.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariessubsidiaries nor any director, directors officer or officers, employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, government (including, without limitation, including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or and 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”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is itself the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, including Cuba, Iran, North Korea, SudanSyria, Syria the Crimea region of Ukraine and Crimea the so-called Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR) regions of Ukraine, or any other covered region of Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunderSecurities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity entity, (i) to fund or facilitate any activities of or business with any person 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 that, in the case of (i)-(iii), will result in a violation by any person (including any person participating in the transaction, transaction (whether as underwriter, advisor, investor or otherwise) of Sanctions. For Since the past five (5) yearsCompany’s inception, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Sanctions, or with any Sanctioned Country, in violation of Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors subsidiaries nor any director or officers, officer of the Company or any Significant Subsidiary nor, to the knowledge of the Company, any employeesdirector or officer of any other subsidiary, agentsany employee, affiliates agent, affiliate or other person associated with or acting on behalf authorized representative of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and 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 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, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, officers, or officersemployees, nor, to the knowledge of the Company, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and Crimea any other Covered Region of Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned Country”); and the Company and its subsidiaries 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employeesemployee, agentsagent, affiliates controlled affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 of Sanctions by any person (including any person participating in a transaction with the transaction, whether as underwriter, advisor, investor or otherwise) of SanctionsCompany. For the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, after due inquiry, any employeesdirectors, agentsofficers, affiliates or employees of the Company or any of its subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and Crimea any other Covered Region of Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned Country”); and the Company and its subsidiaries 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, officers, or officersemployees, nor, to the knowledge of the Company, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic located in Ukraine, the Crimea region of Ukraine, Russia, Belarus, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the No Company nor any of its subsidiaries, directors or officers, Entity nor, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates authorized agent, employee or controlled affiliate or other person associated with or acting on behalf of the any Company or any of its subsidiaries Entity is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, by 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 and Swiss State Secretariat for Economic Affairs (“SECO”) (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive country- or territory-wide Sanctions (rather than list-based) Sanctions, including, without limitationas of the Closing Date, Cuba, Iran, North Korea, Sudan, Syria and the Crimea region of Ukraine (each, a “Sanctioned Country”)); and the Company will not directly or indirectly in violation of Sanctions 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in in, and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target in violation of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiariesControlled Entities, directors directors, or officers, nor, to the knowledge best of the Company’s knowledge, any employeesemployee, agentsrepresentative, affiliates agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Controlled Entities is currently the subject or the target of any sanctions administered or enforced by the U.S. 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”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries Controlled Entities located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); . Neither the Company nor any of its Controlled Entities, nor any director, supervisor, officer or manager of the Company or any of its Controlled Entities nor, to the best of the Company’s knowledge, any employee, affiliate, representative, agent or other person acting on behalf of the Company or any of its Controlled Entities has violated any applicable laws and the regulations imposing Sanctions. The Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiaryControlled Entity, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (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 this transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) Controlled Entities have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its Controlled Entities have instituted, maintained and enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable laws and regulations imposing Sanctions. None of the issue and sale of the Shares, the execution, delivery and performance of this Agreement, the consummation of any other transaction contemplated hereby, or the provision of services contemplated by this Agreement to the Company will result in a violation of any Sanctions.

No Conflicts with Sanctions Laws. Neither None of the Company nor Company, any of its subsidiaries, subsidiaries or any of their respective directors or officers, nor, to the knowledge of the Company, any employeesemployee, agentsagent, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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”), ) or the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor nor, except as authorized pursuant to an exemption under the Sanctions or under general or specific license issued by the United States or other relevant government authority, or as otherwise permitted by law, is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive comprehensive, geographic-based Sanctions (rather than list-based) Sanctions, including, without limitationcurrently, Cuba, the Crimea region of Ukraine, Iran, North Korea, Sudanand Syria, Syria and Crimea (each, a “Sanctioned CountryTerritory”); and . For the Company will not directly past five years, except as authorized pursuant to an exemption under the Sanctions or indirectly use under general or specific license issued by the proceeds United States or other relevant government authority, or as otherwise permitted by law (including, for the avoidance of doubt, such subsidiary’s governing law prior to the time such entity became a subsidiary of the offering Company), (i) none of the Shares hereunderCompany, its subsidiaries or lendtheir respective directors or officers, contribute or otherwise make available such proceeds or, to the knowledge of the Company, any subsidiaryemployee, agent, affiliate, joint venture partner or other person associated with or entity (i) to fund acting on behalf of the Company or facilitate any of their subsidiaries has engaged in activities of or business with any person thatsanctionable under the Iran Sanctions Act, at the time of such funding or facilitation, is the subject or target of 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 (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 except as disclosed in the transactionRegistration Statement, whether as underwriterthe Pricing Disclosure Package and the Prospectus, advisor, investor or otherwise) none of Sanctions. For the past five (5) years, (i) the Company and or its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have not has knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any transactions with any person Territory that at the time of the dealing or transaction is or was the subject or the target of Sanctions. In the past five years, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has been the subject of any claims, complaints, charges, investigations, voluntary disclosures, enforcement actions, or other Sanctions-related proceedings, and, to the best of the Company’s knowledge, there are no pending or threatened claims or investigations of possible violations of Sanctions by the Company or with any Sanctioned Countryof its subsidiaries.

No Conflicts with Sanctions Laws. Neither None of the Company nor Company, any of its subsidiaries, directors or officers, norsubsidiaries or, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates agent, employee or other person associated with or acting on behalf affiliate of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) Treasury, or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her His Majesty’s Treasury (“HMT”) Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria Crimea, the so-called Donetsk People’s Republic of Ukraine, the so-called Luhansk People’s Republic of Ukraine, any other Covered Region of Ukraine identified pursuant to Executive Order 14065 and Crimea non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine (each, a “Sanctioned Country”); and 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 or 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 past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company nor any of its subsidiaries, directors or officers, nor, nor to the knowledge of the Company, any employees, agents, affiliates or other person associated with or acting on behalf of the Company or any of its subsidiaries the Guarantors, any of the Company’s or any subsidiary’s directors, officers, employees, or agents is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including, without limitation, the Office of Foreign Assets Control of the U.S. 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 the Company or Company, any of its subsidiaries located, organized or resident in a country country, region or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Crimea and Syria and Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use any of the proceeds of the offering of the Shares hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, except as otherwise permitted by applicable law, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country Country, except as otherwise permitted by applicable law, or (iii) in any other manner that will could result in a violation by any person (including any person participating in the transaction, whether as underwriterinitial purchaser, advisor, investor or otherwise) of any Sanctions. For the past five (5) three years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any transactions with any person that at the time of the dealing or transaction is or was the subject or the target of any Sanctions or with any Sanctioned Country, except as otherwise permitted by applicable law.

No Conflicts with Sanctions Laws. Neither None of the Company nor Issuers, the Guarantors, any of its their respective subsidiaries, directors or officers, nor, to the knowledge of the CompanyIssuers and the Guarantors, any employeesof the directors, officers, agents, employees or affiliates or other person associated with or acting on behalf of the Company Issuers, the Guarantors, or any of its their respective subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 are the Company Issuers, the Guarantors or any of its their respective subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and none of the Company Issuers, the Guarantors or any of their respective subsidiaries will not directly or indirectly use the proceeds of the offering and sale of the Shares hereunderits Offered Securities under this Agreement, or lend, or knowingly 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 (5) years, (i) the Company Issuers, the Guarantors and its their respective subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employeesdirector, agentsofficer or employee of the Company or any agent, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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, except to the extent permissible for a Person required to comply with Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Country, except to the extent permissible for a Person required to comply with Sanctions or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company nor Company, any of its subsidiaries, directors or officers, norsubsidiaries or, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates agent, employee, affiliate or other person associated with or acting authorized to act on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan, Syria and the Crimea region of Ukraine (each, a “Sanctioned Country”); and 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 underwriter, advisor, investor or otherwise) of Sanctions. For the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and 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 Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, for the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employees, agentsagent, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiariesthe Significant Subsidiaries, directors or officers, nor, to the knowledge of the Company, any employeesemployee, agentsagent, affiliates affiliate or other person associated with or acting on behalf of 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, 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 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 comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company Significant 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor Company, any of its subsidiaries, directors or officers, norsubsidiaries or, to the knowledge of the CompanyAntero Entities, any employeesdirector, agentsofficer, affiliates agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Crimea and Syria and Crimea (each, a “Sanctioned Country”); and none of the Company Antero Entities 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the CompanyAntero Entities, neither Clovis Italy nor the Company and its subsidiaries knowingly have not engaged in, are not now engaged in and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

No Conflicts with Sanctions Laws. Neither the Company Company, the Guarantor nor any of its subsidiariestheir respective Subsidiaries, directors directors, officers or officersemployees, nor, to the best knowledge of the CompanyCompany or the Guarantor, any employees, agents, affiliates agent or other person associated with or acting on behalf of the Company Company, the Guarantor or any of its subsidiaries their respective Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. 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 the Company Company, the Guarantor or any of its subsidiaries their respective Subsidiaries located, organized or resident in a country country, region or territory that is the subject or the target of comprehensive Sanctions (rather than list-based) Sanctions, including, without limitationcurrently Crimea, Cuba, Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”)); and neither the Company Company, the Guarantor nor any of their respective 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 subsidiarySubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner manner, in each such case 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 Except as set forth in Schedule 3 hereof, for the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time years each of the transaction is or was Company, the subject of Sanctions, (ii) Clovis Italy Guarantor and its subsidiaries since the date of their acquisition by the Company respective Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Companylocated, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged organized or resident in any 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 the Company nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the CompanyCompany or any of the Guarantors, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or Company, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the CompanyCompany or any of the Guarantors, any employeesemployee, agentsagent, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, 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 HM Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Kherson, and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company nor any of its subsidiaries, directors or officers, Partnership Entities nor, to the knowledge of the CompanyIssuers, any employeesdirector, agentsofficer or employee of any of the Partnership Entities nor, affiliates to the knowledge of the Issuers, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries the Partnership Entities is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including, without limitation, the Office of Foreign Assets Control of the U.S. 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 the Company or are any of its subsidiaries the General Partner, the Partnership or the Subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and the Company Operating Partnership 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 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) 5 years, (i) none of the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not General Partner, the Partnership or the Subsidiaries has knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 None of the Company nor Company, any of its subsidiaries, directors or officers, norsubsidiaries or, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (“Person”) currently the subject or the target of any sanctions administered or enforced by the U.S. governmentUnited States Government, (including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury (“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 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 comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering sale of the Shares hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners or other person or entity Person (i) to fund or facilitate any activities of or business with any person Person that, at the time of such funding or facilitationfunding, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Country, except to the extent permissible for a Person required to comply with Sanctions 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 Except as permitted by applicable law, for the past five (5) 5 years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any transactions with any person Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

No Conflicts with Sanctions Laws. Neither None of the Company nor Issuer, the Guarantors, any of its subsidiaries, directors or officers, norsubsidiaries or, to the knowledge of the CompanyIssuer and each of the Guarantors, any employeesdirector, agentsofficer, affiliates agent, employee or other person associated with or acting on behalf affiliate of the Company Issuer, the Guarantors or any of its subsidiaries is (i) currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including, 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”)) or (ii) owned 50% or more by or otherwise controlled by or acting on behalf of one or more persons or entities that are the subject to Sanctions, nor is the Company Issuer or any of its subsidiaries the Guarantors located, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions (rather than list-based) Sanctions, including, without limitation, including but not limited to Cuba, Iran, North Korea, Sudan, Syria Syria, North Korea and Crimea (eachthe Crimean Region, each a “Sanctioned Country”); , and the Company Issuer or 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 for the purpose of any activities of or business with any person person, or in any country or territory, that, at the time of such funding or facilitationuse, is the subject of Sanctions 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 would reasonably be expected, by the Issuer, to result in a violation by any person (including any person participating in the transaction, whether as underwriterUnderwriter, advisor, investor or otherwise) , of Sanctions. For the past five (5) yearsWith regard to Deutsche Bank and UniCredit Bank AG, (i) the Company this representation and its subsidiaries (other than Clovis Italy warranty shall apply only and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior if to the date extent that it does not result in a violation of their acquisition by the Company, to the knowledge Council Regulation (EC) No. 2271/96 of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in 22 November 1996 or any transactions with any person that at the time of the dealing applicable anti-boycott laws or transaction is or was the subject or the target of Sanctions or with any Sanctioned Countryregulation.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officers, Subsidiaries nor, to the knowledge Knowledge of the Company, any of its directors, officers, employees, agents, affiliates agents or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or or, to the Knowledge of the Company, the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, including 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, including 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 the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, includingincluding the so-called Donetsk People’s Republic, without limitationso-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and the Company 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 subsidiarySubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, in violation of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Country, in violation of Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For Since the past five (5) yearsinception of the Company, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, Subsidiaries nor, to the knowledge Knowledge of the Company, any of its directors, officers, employees, agents, affiliates agents or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or or, to the Knowledge of the Company, the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, including 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, including 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 the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, includingincluding the so-called Donetsk People’s Republic, without limitationso-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and the Company 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 subsidiarySubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, in violation of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Country, in violation of Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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. Certain confidential information contained in this document, marked by [***], has been omitted because Iris Energy Limited (the “Company”) has determined that the information (i) is not material and (ii) contains personal information.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors directors, officers, or officersemployees, nor, to the knowledge of the Company, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 Treasury, the Special Economic Measures Act (“HMT”Canada) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Russia, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned CountryTerritory”); and 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 Territory 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, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 CountryTerritory.

No Conflicts with Sanctions Laws. (i) Neither the Company Guarantor nor any of its subsidiariessubsidiaries (including the Company), directors directors, officers or officersemployees, nor, to the knowledge of the CompanyGuarantor, any employeesagent, agents, affiliates or affiliate or other person associated with or acting on behalf of the Company Guarantor or any of its subsidiaries is (A) 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 the Company ) or any of its subsidiaries (B) located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and (ii) neither the Company nor the Guarantor 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 entity, (iA) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (iiB) to fund or facilitate any activities of or business in any Sanctioned Country or (iiiC) in any other manner that will result in a violation of Sanctions by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise); and (iii) of Sanctions. For for the past five (5) 5 years, (i) the Company Guarantor and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employeesdirector, agentsofficer, affiliates employee agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive (rather than list-based) Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria Syria, the following regions of Ukraine: Crimea, the Kherson, the Zaporizhzhia, the so-called Donetsk People’s Republic and Crimea the so-called Luhansk People’s Republic, and Venezuela (each, a “Sanctioned Country”); and 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 (5) years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors subsidiaries nor any director or officers, officer of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employeesemployee, agentsagent, affiliates or affiliate or other person associated with or acting on behalf of 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 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 comprehensive (rather than list-based) Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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) 5 years, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctions, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company 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 transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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 the Company nor any of its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the CompanyCompany or any of the Guarantors, any employeesagent, agents, affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive (rather than list-based) Sanctions, including, without limitation, the Crimea region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea (each, a “Sanctioned Country”); and 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 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, (i) the Company and its subsidiaries (other than Clovis Italy and its subsidiaries) have not knowingly engaged in and in, are not now knowingly engaged in any transactions with any person that at the time of the transaction is or was the subject of Sanctionsin, (ii) Clovis Italy and its subsidiaries since the date of their acquisition by the Company have will not knowingly engaged in and are not now knowingly engaged in engage in, any dealings or transactions with any person that at the time of the transaction is or was the subject or the target of Sanctions or with any Sanctioned Country and (iii) prior to the date of their acquisition by the Company, to the knowledge of the Company, neither Clovis Italy nor its subsidiaries knowingly engaged in any 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.