Common use of PATRIOT ACT and FCPA Clause in Contracts

PATRIOT ACT and FCPA. To the extent applicable, the Company is in compliance in all material respects with (i) the laws, regulations and Executive Orders administered by OFAC, and (ii) the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act ) of 2001 (the “PATRIOT Act”). Neither the Company nor any of their officers, directors, employees, agents or shareholders acting on the Company’s behalf shall use the proceeds received from the issuance of the Securities to make any payments, directly or indirectly (including through any third party intermediary), to any Foreign Official in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). Neither the Company nor any Affiliates of the Company that are controlled by the Company, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Terrorism Laws. Neither the Company, nor any Affiliates of the Company that are controlled by the Company, or their respective agents acting or benefiting in any capacity in connection with the Securities or other transactions hereunder, is a Blocked Person. Neither the Company, nor any of its agents acting in any capacity in connection with the Securities or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any OFAC Sanctions Programs.

PATRIOT ACT and FCPA. To the extent applicable, the Company each Loan Party is in compliance in all material respects with (ia) the laws, regulations and Executive Orders administered by OFAC, and (iib) the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act ) of 2001 (the “PATRIOT Act”). Neither the Company Loan Parties nor any of their officers, directors, employees, agents or shareholders acting on the Company’s Loan Parties’ behalf shall use the proceeds received from the issuance of the Securities Loans to make any payments, directly or indirectly (including through any third party intermediary), to any Foreign Official in violation of the United States Foreign Corrupt Practices Act of 1977, as amended 1977 (the “FCPA”). Neither None of the Company Loan Parties nor any Affiliates of the Company that are controlled by the Companyany Loan Parties, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Terrorism Laws. Neither None of the CompanyLoan Parties, nor any Affiliates of the Company that are controlled by the Companyany Loan Parties, or their respective agents acting or benefiting in any capacity in connection with the Securities Loans or other transactions hereunder, is a Blocked Person. Neither None of the CompanyLoan Parties, nor any of its their agents acting in any capacity in connection with the Securities Loans or other transactions hereunder (iA) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any OFAC Sanctions Programs.

PATRIOT ACT and FCPA. To the extent applicable, the Company each Loan Party is in compliance in all material respects with (ia) the laws, regulations and Executive Orders administered by OFAC, and (iib) the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act ) of 2001 0000 (the “PATRIOT Act”xxx "XXXXXXX Xxx"). Neither the Company Loan Parties nor any of their officers, directors, employees, employees or agents or shareholders acting on the Company’s Loan Parties' behalf shall use the proceeds received from the issuance of the Securities Loans to make any payments, directly or indirectly (including through any third party intermediary), to any Foreign Official in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"). Neither None of the Company Loan Parties nor any Affiliates Subsidiary of the Company that are controlled by the Companyany Loan Parties, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Terrorism Laws. Neither None of the CompanyLoan Parties, nor any Affiliates Subsidiary of the Company that are controlled by the Companyany Loan Parties, or their respective agents acting or benefiting in any capacity in connection with the Securities Loans or other transactions hereunder, is a Blocked Person. Neither None of the CompanyLoan Parties, nor any of its their agents acting in any capacity in connection with the Securities Loans or other transactions hereunder (iA) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any OFAC Sanctions Programs.

PATRIOT ACT and FCPA. To the extent applicable, the Company each Loan Party is in compliance in all material respects with (ia) the laws, regulations and Executive Orders administered by OFAC, and (iib) the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act ) of 2001 (the “PATRIOT Act”). Neither the Company Loan Parties nor any of their officers, directors, employees, agents or shareholders acting on the Company’s Loan Parties’ behalf shall use the proceeds received from the issuance of the Securities Loans to make any payments, directly or indirectly (including through any third party intermediary), to any Foreign Official in violation of the United States Foreign Corrupt Practices Act of 1977, as amended 1977 (the “FCPA”). Neither None of the Company Loan Parties, nor any Affiliates of the Company that are controlled by the Companytheir Affiliates, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Terrorism Laws. Neither None of the CompanyLoan Parties, nor any Affiliates of the Company that are controlled by the Companytheir Affiliates, or their respective agents acting or benefiting in any capacity in connection with the Securities Loans or other transactions hereunder, is a Blocked Person. Neither None of the CompanyLoan Parties, nor any of its their agents acting in any capacity in connection with the Securities Loans or other transactions hereunder (iA) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any OFAC Sanctions Programs.

PATRIOT ACT and FCPA. To the extent applicable, the Company each Loan Party is in compliance in all material respects with (ia) the laws, regulations and Executive Orders administered by OFAC, and (iib) the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act ) of 2001 (the “PATRIOT Act”). Neither the Company Loan Parties nor any of their officers, directors, employees, agents or shareholders acting on the Company’s Loan Parties’ behalf shall use the proceeds received from the issuance of the Securities Loans to make any payments, directly or indirectly (including through any third party intermediary), to any Foreign Official in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). Neither None of the Company nor Loan Parties nor, to the knowledge of the Loan Parties, any Affiliates of the Company that are controlled by the Companyany Loan Parties, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Terrorism Laws. Neither None of the CompanyLoan Parties, nor nor, to the knowledge of the Loan Parties, any Affiliates of the Company that are controlled by the Companyany Loan Parties, or their respective agents acting or benefiting in any capacity in connection with the Securities Loans or other transactions hereunder, is a Blocked Person. Neither None of the CompanyLoan Parties, nor nor, to the knowledge of the Loan Parties, any of its their agents acting in any capacity in connection with the Securities Loans or other transactions hereunder (iA) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any OFAC Sanctions Programs.

PATRIOT ACT and FCPA. To the extent applicable, the Company each Loan Party is in compliance in all material respects with (ia) the laws, regulations and Executive Orders administered by OFAC, and (iib) the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act ) of 2001 0000 (the “PATRIOT Act”xxx "XXXXXXX Xxx"). Neither the Company Loan Parties nor any of their officers, directors, employees, agents or shareholders acting on the Company’s Loan Parties' behalf shall use the proceeds received from the issuance of the Securities Term Loans to make any payments, directly or indirectly (including through any third party intermediary), to any Foreign Official in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"). Neither None of the Company nor Loan Parties nor, to the knowledge of the Loan Parties, any Affiliates of the Company that are controlled by the Companyany Loan Parties, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Terrorism Laws. Neither None of the CompanyLoan Parties, nor nor, to the knowledge of the Loan Parties, any Affiliates of the Company that are controlled by the Companyany Loan Parties, or their respective agents acting or benefiting in any capacity in connection with the Securities Term Loans or other transactions hereunder, is a Blocked Person. Neither None of the CompanyLoan Parties, nor nor, to the knowledge of the Loan Parties, any of its their agents acting in any capacity in connection with the Securities Term Loans or other transactions hereunder (iA) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any OFAC Sanctions Programs.

PATRIOT ACT and FCPA. To the extent applicable, the Company each Loan Party is in compliance in all material respects with (ia) the laws, regulations and Executive Orders administered by OFAC, and (iib) the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act ) of 2001 (the “PATRIOT Act”). Neither the Company Loan Parties nor any of their officers, directors, employees, agents or shareholders acting on the Company’s Loan Parties' behalf shall use the proceeds received from the issuance of the Securities Loans to make any payments, directly or indirectly (including through any third party intermediary), to any Foreign Official in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). Neither None of the Company Loan Parties nor any Affiliates of the Company any Loan Parties that are controlled by the CompanyLoan Parties, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Terrorism Laws. Neither None of the CompanyLoan Parties, nor any Affiliates of the Company any Loan Parties that are controlled by the CompanyLoan Parties, or their respective agents acting or benefiting in any capacity in connection with the Securities Loans or other transactions hereunder, is a Blocked Person. Neither None of the CompanyLoan Parties, nor any of its their agents acting in any capacity in connection with the Securities Loans or other transactions hereunder (iA) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any OFAC Sanctions Programs.

PATRIOT ACT and FCPA. To the extent applicable, the Company each Loan Party is in compliance in all material respects with (ia) the laws, regulations and Executive Orders administered by OFAC, and (iib) the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act ) of 2001 (the “"PATRIOT Act”). Neither the Company Loan Parties nor any of their officers, directors, employees, agents or shareholders acting on the Company’s Loan Parties’ behalf shall use the proceeds received from the issuance of the Securities Loans to make any payments, directly or indirectly (including through any third party intermediary), to any Foreign Official in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). Neither None of the Company Loan Parties nor any Affiliates of the Company that are controlled by the Companyany Loan Parties, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Terrorism Laws. Neither None of the CompanyLoan Parties, nor any Affiliates of the Company that are controlled by the Companyany Loan Parties, or their respective agents acting or benefiting in any capacity in connection with the Securities Loans, Letters of Credit or other transactions hereunder, is a Blocked Person. Neither None of the CompanyLoan Parties, nor any of its their agents acting in any capacity in connection with the Securities Loans, Letters of Credit or other transactions hereunder (iA) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any OFAC Sanctions Programs.

PATRIOT ACT and FCPA. To the extent applicable, the Company each Loan Party is in compliance in all material respects with (ia) the laws, regulations and Executive Orders administered by OFAC, and (iib) the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act ) of 2001 (the “"PATRIOT Act”"). Neither the Company Loan Parties nor any of their officers, directors, employees, agents or shareholders acting on the Company’s Loan Parties' behalf shall use the proceeds received from the issuance of the Securities Loans to make any payments, directly or indirectly (including through any third party intermediary), to any Foreign Official in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"). Neither None of the Company Loan Parties nor any Affiliates of the Company any Loan Parties that are controlled by the CompanyLoan Parties, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Terrorism Laws. Neither None of the CompanyLoan Parties, nor any Affiliates of the Company any Loan Parties that are controlled by the CompanyLoan Parties, or their respective agents acting or benefiting in any capacity in connection with the Securities Loans or other transactions hereunder, is a Blocked Person. Neither None of the CompanyLoan Parties, nor any of its their agents acting in any capacity in connection with the Securities Loans or other transactions hereunder (iA) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any OFAC Sanctions Programs.

PATRIOT ACT and FCPA. To the extent applicable, the Company each Loan Party is in compliance in all material respects with (ia) the laws, regulations and Executive Orders administered by OFAC, and (iib) the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act Act) of 2001 (the “PATRIOT Act”). Neither the Company Loan Parties nor any of their officers, directors, employees, agents or shareholders acting on the Company’s Loan Parties’ behalf shall use the proceeds received from the issuance of the Securities Loans to make any payments, directly or indirectly (including through any third party intermediary), to any Foreign Official in violation of the United States Foreign Corrupt Practices Act of 1977, as amended 1977 (the “FCPA”). Neither None of the Company Loan Parties nor any Affiliates of the Company that are controlled by the Companyany Loan Parties, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Terrorism Laws. Neither None of the CompanyLoan Parties, nor any Affiliates of the Company that are controlled by the Companyany Loan Parties, or their respective agents acting or benefiting in any capacity in connection with the Securities Loans or other transactions hereunder, is a Blocked Person. Neither None of the CompanyLoan Parties, nor any of its their agents acting in any capacity in connection with the Securities Loans or other transactions hereunder (iA) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any OFAC Sanctions Programs.

PATRIOT ACT and FCPA. To the extent applicableapplicable to the research, development, manufacture, and Commercialization of the Products, Company and each of its Subsidiaries is in material compliance in all material respects with (ia) the laws, regulations and Executive Orders administered by OFAC, and (iib) the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act ) of 2001 (the “PATRIOT Act”). Neither the Company Company, any of its Subsidiaries, nor any of their officers, directors, employees, agents [***] or shareholders acting on the Company’s such Persons’ behalf shall use the proceeds received from the issuance portion of the Securities Purchase Price to make any payments, directly or indirectly (including through any third party intermediary), to any Foreign Official in violation of the United States Foreign Corrupt Practices Act of 1977, as amended 1977 (the “FCPA”). Neither the Company None of Company, its Subsidiaries nor any of their respective Affiliates of the Company that are controlled by the Company, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Terrorism Laws. Neither the None of Company, any of its Subsidiaries nor any Affiliates of the Company that are controlled by the Companytheir respective Affiliates, or nor their respective agents [***] acting or benefiting in any capacity in connection with this Agreement or the Securities or other transactions contemplated hereunder, is a Blocked Person. Neither the None of Company, any of its Subsidiaries, nor any of its their agents [***] acting in any capacity in connection with this Agreement or the Securities or other transactions contemplated hereunder (iA) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (iiB) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any OFAC Sanctions Programs. [***].