Common use of Sanctions and Anti-Money Laundering Clause in Contracts

Sanctions and Anti-Money Laundering. (a) None of the Corporation, nor any of the Corporation’s Subsidiaries, nor any of their respective directors, officers, employees or affiliates nor, to the best of their collective knowledge, any agents or other persons acting on behalf of any of the foregoing, (i) is, or is owned or controlled by, a person listed on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), or any similar list maintained by the United Nations, the European Union or any other U.S. government entity; (ii) is, or is owned or controlled by, a person that is the subject of any of the sanctions administered by OFAC, the U.S. Department of State (including, but not limited to, conduct sanctionable under the Iran Sanctions Act or the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010), or any equivalent sanctions or measures imposed by the United Nations, the European Union or any other U.S. government entity (collectively, the “Sanctions”), or has engaged in sanctionable conduct under Sanctions; (iii) directly or indirectly, has conducted, conducts or is otherwise involved with any business with or involving any government (or any sub-division thereof), or any person, entity or project, targeted by, or located in any country that is the subject of Sanctions; (iv) directly or indirectly supports or facilitates, or plans to support or facilitate or otherwise become involved with, any such person, government, entity or project; or (v) is or ever has been in violation of or subject to an investigation relating to Sanctions. (b) The Corporation acknowledges that Canadian federal law and regulations administered by, inter alios, Foreign Affairs and International Trade Canada and the Department of Public Safety Canada (collectively, the “Departments”) prohibit the Corporation from, among other things, engaging in transactions with Persons on the lists created under various federal statutes and regulations (including, but not limited to, the Freezing Assets of Corrupt Foreign Officials Act (Canada), the Special Economic Measures Act (Canada), the United Nations Act (Canada) and under the Criminal Code (Canada)) and blocked Persons and foreign countries and territories subject to Canadian sanctions administered by, inter alios, the Departments (together, the “Canadian Sanctions”). The Corporation represents and warrants that neither it nor any of its directors, officers or affiliates is a Person or is owned or controlled by a Person that is subject to Canadian Sanctions (a “Prohibited Person”) and the Corporation is not acting directly or indirectly on behalf of any Prohibited Person in connection with the transactions contemplated herein. (c) The operations of the Corporation are and have at all times been conducted in compliance with all anti-money laundering laws and all applicable financial record keeping and reporting requirements, rules, regulations and guidelines applicable to the Corporation (collectively, “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to Money Laundering Laws is pending and, to the best of its knowledge, no such actions, suits or proceedings are threatened or contemplated.

Sanctions and Anti-Money Laundering. (a) None of the the Corporation, nor any of the Corporation’s Subsidiaries, nor any of their respective directors, officers, employees or affiliates nor, to the best of their collective knowledge, any agents or other persons acting on behalf of any of the foregoing, (i) is, or is owned or controlled by, a person listed on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), or any similar list maintained by the United Nations, the European Union or any other U.S. government entity; (ii) is, or is owned or controlled by, a person that is the subject of any of the sanctions administered by OFAC, the U.S. Department of State (including, but not limited to, conduct sanctionable under the Iran Sanctions Act or the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010), or any equivalent sanctions or measures imposed by the United Nations, the European Union or any other U.S. government entity (collectively, the “Sanctions”), or has engaged in sanctionable conduct under Sanctions; (iii) directly or indirectly, has conducted, conducts or is otherwise involved with any business with or involving any government (or any sub-division thereof), or any person, entity or project, targeted by, or located in any country that is the subject of Sanctions; (iv) directly or indirectly supports or facilitates, or plans to support or facilitate or otherwise become involved with, any such person, government, entity or project; or (v) is or ever has been in violation of or subject to an investigation relating to Sanctions. (b) The Corporation acknowledges that Canadian federal law and regulations administered by, inter alios, Foreign Affairs and International Trade Canada and the Department of Public Safety Canada (collectively, the “Departments”) prohibit the Corporation from, among other things, engaging in transactions with Persons on the lists created under various federal statutes and regulations (including, but not limited to, the Freezing Assets of Corrupt Foreign Officials Act (Canada), the Special Economic Measures Act (Canada), the United Nations Act (Canada) and under the Criminal Code (Canada)) and blocked Persons and foreign countries and territories subject to Canadian sanctions administered by, inter alios, the Departments (together, the “Canadian Sanctions”). The Corporation represents and warrants that neither it nor any of its directors, officers or affiliates is a Person or is owned or controlled by a Person that is subject to Canadian Sanctions (a “Prohibited Person”) and the Corporation is not acting directly or indirectly on behalf of any Prohibited Person in connection with the transactions contemplated herein. (c) The operations of the Corporation are and have at all times been conducted in compliance with all anti-money laundering laws and all applicable financial record keeping and reporting requirements, rules, regulations and guidelines applicable to the Corporation (collectively, “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to Money Laundering Laws is pending and, to the best of its knowledge, no such actions, suits or proceedings are threatened or contemplated.