Common use of Prohibited Persons and Transactions Clause in Contracts

Prohibited Persons and Transactions. Neither Seller, nor any of its affiliates, nor any of their respective members or partners, and none of their respective officers or directors is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action and is not, and prior to Closing or the earlier termination of this Agreement will not, engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, Purchaser nor any of its affiliates, nor any of their respective members partners, members, shareholders or partnersother equity owners, and none of their respective officers employees, officers, directors, representatives or directors agents is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("“OFAC"”) of the Department of the Treasury (including those named on OFAC's ’s Specially Designated and Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, nor any of its affiliates, nor any of their respective members or partnersmembers, and none of their respective officers or directors is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("“OFAC"”) of the Department of the Treasury (including those named name on OFAC's ’s Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 20012011, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action and is not, and prior to Closing or the earlier termination of this Agreement will not, engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, nor any of its affiliates, nor any of their respective members or partnersmembers, and none of their respective officers or directors is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("“OFAC"”) of the Department of the Treasury (including those named on OFAC's ’s Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action and is not, and prior to Closing or the earlier termination of this Agreement will not, engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, Seller nor any of its affiliates, nor any of their respective members partners, members, shareholders or partnersother equity owners, and none of their respective officers employees, officers, directors, representatives or directors agents is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Assets Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated Nationals and Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither SellerBuyer, nor any of its affiliates, nor any of their respective members or partners, and none of their respective officers or directors is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("OFAC") OFAC of the Department of the Treasury (including those named on OFAC's Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action and is not, and prior to Closing or the earlier termination of this Agreement will not, engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither To Seller’s Knowledge, neither Seller, nor any of its affiliates, nor any of their respective members or partnersmembers, and none of their respective officers or directors is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("“OFAC"”) of the Department of the Treasury (including those named name on OFAC's ’s Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 20012011, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action and is not, and prior to Closing or the earlier termination of this Agreement will not, engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, Purchaser nor any of its affiliates, nor any of their respective members partners, members, shareholders or partnersother equity owners, and none of their respective officers employees, officers, directors, representatives or directors agents is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, Seller nor any of its affiliates, nor any of their respective members partners, members, shareholders or partnersother equity owners, and none of their respective officers employees, officers, directors, representatives or directors agents is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Assets Control ("“OFAC"”) of the Department of the Treasury (including those named on OFAC's ’s Specially Designated Nationals and Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, Seller nor any of its affiliates, nor any of their respective members or partnersmembers, and none of their respective officers or directors is, nor prior to Closing, Closing or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("“OFAC"”) of the Department of the Treasury (including those named on OFAC's ’s Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), ) or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, Purchaser nor any of its Purchaser’s affiliates, nor any of their respective members partners, members, shareholders or partnersother equity owners, and none of their respective officers employees, officers, directors, representatives or directors agents is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. United States persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("“OFAC"”) of the Department of the Treasury (including those named on OFAC's ’s Specially Designated and Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, nor any of its affiliates, nor any of their respective members or partnersmembers, and none of their respective officers or directors is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("“OFAC"”) of the Department of the Treasury (including those named name on OFAC's ’s Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 20012011, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action and is not, and prior to Closing or the earlier termination of this Agreement will not, engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. 11.13.1 Neither Seller, Purchaser nor any of its affiliates, nor any of their respective members partners, members, shareholders or partnersother equity owners, and none of their respective officers employees, officers, directors, representatives or directors agents is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any U.S. statute, executive order (including order(including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, nor nor, to Seller's Knowledge, any of its affiliates, nor any of their respective members or partnersmembers, and none of their respective officers or directors is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action and is not, and prior to Closing or the earlier termination of this Agreement will not, engage in any dealings or transactions with or be otherwise associated with such persons or entities; provided, however, Seller makes no representation of the foregoing with respect to any of its public shareholders.

Prohibited Persons and Transactions. Neither Seller, Purchaser nor any of its affiliates, nor any of their respective members partners, members, shareholders or partnersother equity owners, and none of their respective officers employees, officers, directors, representatives or directors agents is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated Nationals and Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, Seller nor any of its affiliates, nor any of their its respective members partners, members, shareholders or partnersother equity owners, and none of their its respective officers employees, officers, directors, representatives or directors agents is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. United States persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's ' s Specially Designated and Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, Buyer nor any of its affiliates, nor any of their respective members partners, members, shareholders or partnersother equity owners, and none of their respective officers employees, officers, directors, representatives or directors agents is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("“OFAC"”) of the Department of the Treasury (including those named on OFAC's ’s Specially Designated and Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.. 7.2.7

Prohibited Persons and Transactions. Neither Seller, nor any of its affiliates, nor any of their respective members or partnersmembers, and none of their respective officers or directors is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("“OFAC"”) of the Department of the Treasury (including those named name on OFAC's ’s Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action and is notnot knowingly, and prior to Closing or the earlier termination of this Agreement will notnot knowingly, engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, Buyer nor any of its affiliates, nor nor, to Buyer’s knowledge, any of their respective members or partnersmembers, and none of their respective officers or directors is, nor prior to Closing, Closing or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("OFAC") OFAC of the Department of the Treasury (including those named on OFAC's ’s Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), ) or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, Purchaser nor any of its affiliates, nor any of their respective members partners, members, shareholders or partnersother equity owners, and none of their respective officers employees, officers, directors, representatives or directors agents is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("OFAC") OFAC of the Department of the Treasury (including those named on OFAC's ’s Specially Designated and Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, nor any of its affiliatesAffiliates, nor any of their respective members or partners, and none of their respective officers or directors is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action and is not, and prior to Closing or the earlier termination of this Agreement will not, engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, Seller nor any of its affiliates, nor any of their respective members partners, members, shareholders or partnersother equity owners, and none of their respective officers employees, officers, directors, representatives or directors agents is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("“OFAC"”) of the Department of the Treasury (including those named on OFAC's ’s Specially Designated Nationals and Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, Purchaser nor any of its affiliates, nor any of their respective members partners, members, shareholders or partnersother equity owners, and none of their respective officers employees, officers, directors, representatives or directors agents is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("OFAC") OFAC of the Department of the Treasury (including those named on OFAC's ’s Specially Designated Nationals and Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Prohibited Persons and Transactions. Neither Seller, Buyer nor any of its affiliates, nor any of their respective members or partnersmembers, and none of their respective officers or directors is, nor prior to Closing, Closing or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("“OFAC"”) of the Department of the Treasury (including those named on OFAC's ’s Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), ) or other governmental action and is not, not and prior to Closing or the earlier termination of this Agreement will not, not engage in any dealings or transactions with or be otherwise associated with such persons or entities.