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

Sanctions and Anti-Money Laundering. (a) Neither the Acquired Companies nor any of their directors, officers, managers, employees or to the Knowledge of the Company, nor any of their other Representatives acting on behalf of any of the Acquired Companies is or has since July 1, 2017: (i) been the subject of any economic sanctions imposed by: (A) the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), including pursuant to 31 C.F.R. Part 500 et seq.; the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of Defense, and other federal agencies and departments, pursuant to applicable U.S. Law, regulation and executive Order, including, without limitation, the International Economic Emergency Powers Act, the Trading with the Enemy Act, and all other such sanction Laws and regulations; (B) similar economic sanctions promulgated and enforced by the European Union or its member states, or any other country or jurisdiction within which any of the Acquired Companies operate (collectively, “Sanction Laws”); (ii) been listed on OFAC’s Specially Designated Nationals and Blocked Persons List (“SDN List”), the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, the U.S. Department of Commerce Denied Parties List, Entity List, or Unverified List, or any similar restrictive list of sanctioned Persons or entities promulgated pursuant to any Sanction Laws; (iii) as applicable under relevant Sanction Laws, been 50 percent or more owned or controlled, directly or indirectly, individually or in the aggregate, by any Person or Persons that is or are subject to Sanction Laws, or conducted unlawful business with a Person that is subject to sanctions or that is 50 percent or more owned or controlled, individually or in the aggregate by a Person or Persons subject to Sanction Laws under subclauses (i) or (ii) above; (iv) been organized under the Laws of, or located, resident in or operating in a country or region that is, or at the time was, subject to a comprehensive embargo or territorial sanctions under Sanction Laws, including Crimea, Cuba, Donbas (Donetsk People's Republic and Luhansk People’s Republic), Iran, North Korea, Sudan, Syria, or has conducted or is conducting any unlawful dealings in or with the government of Russia or any Entity or Persons located in Russia or in or with the government of Venezuela or any Entity owned or controlled by the government of Venezuela; (v) been in violation in any material respect of any export control Laws and regulations relating to the export and re-export of commodities, technologies, or services including, but not limited to, those administered by the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) and the U.S. Department of State’s Directorate of Defense Trade Controls; and (vi) otherwise been in material violation of any International Trade Laws, including any import or anti-boycott Laws and regulations. (b) Each of the Acquired Companies has, in the last five (5) years, been in compliance in all material respects with all applicable anti-money laundering Laws, regulations, rules and guidelines in United States and in its jurisdiction of organization and any other jurisdiction in which the applicable Acquired Company conducts business. (c) None of the Acquired Companies produce, design, test, manufacture, fabricate, or develop any “critical technologies,” as that term is defined in 31 C.F.R. 800.248. (d) The Acquired Companies have, in the last five (5) years, been in compliance in all material respects with the applicable International Trade Laws governing the importation of products into the United States. (e) None of the Acquired Companies or any of their directors, officers, managers, employees or, to the Knowledge of the Company, agents or other Representatives is or has been the subject of any disclosure, subpoena, request for information, proposed charges, investigation, inquiry or enforcement proceedings by or involving any Governmental Entity regarding any offense or alleged offense under any International Trade Laws. No such investigation, inquiry or proceedings are pending or, to the Knowledge of the Company, have been threatened. In the past five (5) years, none of the Acquired Companies has received written (or, to the Knowledge of the Company, oral) notification or communication from any Governmental Entity or any Person asserting that any of the Acquired Companies is not in compliance with, or has violated International Trade Laws.

Sanctions and Anti-Money Laundering. (a) Neither None of the Acquired Companies nor any Subject Companies, and to the Seller’s Knowledge, none of their directorsrespective Affiliates, officers, managers, employees or to the Knowledge of the Company, nor any of their other Representatives acting on behalf of any of the Acquired Companies is or has since July 1, 2017: (i) been a Person whose name appears on the subject list of any economic sanctions imposed by: (A) Specially Designated Nationals and Blocked Persons published by the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control Control, United States Department of the Treasury (“OFAC”)) (an “OFAC Listed Person”) (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person that is subject to any OFAC Sanctions Program, or (iii) otherwise blocked, subject to sanctions under or engaged in any activity in violation of other United States economic sanctions, including pursuant to 31 C.F.R. Part 500 et seq.; the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of Defense, and other federal agencies and departments, pursuant to applicable U.S. Law, regulation and executive Order, including, without limitation, the International Economic Emergency Powers Actbut not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and all Divestment Act or any similar law or regulation with respect to Iran or any other such sanction Laws country, the Sudan Accountability and regulations; (B) similar Divestment Act, any OFAC Sanctions Program, or any economic sanctions promulgated regulations administered and enforced by the United States, United Nations or European Union or its member states, any enabling legislation or any other country or jurisdiction within which executive order relating to any of the Acquired Companies operate foregoing (collectively, “Sanction Economic Sanctions”) (each Person described in clause (i), clause (ii) or clause (iii), a “Blocked Person”). (b) The Subject Companies have complied in all material respects with Laws relating to (i) money laundering, drug trafficking, terrorist related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti Money Laundering Laws”) and (ii) bribery and improper payments, including the U.S. Foreign Corrupt Practices Act and the U.K. Xxxxxxx Xxx 0000 (“Anti-Corruption Laws”);. The Subject Companies maintain “know your customer” policies and procedures and obtain information concerning customers sufficient to comply in all material respects with applicable Laws. (c) To the Seller’s Knowledge, none of the Subject Companies and their Affiliates has, within the last five years, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a Governmental Entity or a commercial counterparty for the purposes of: (i) influencing any act, decision or failure to act by such Governmental Entity in his or her official capacity or such commercial counterparty, (ii) been listed on OFACinducing a Governmental Entity to do or omit to do any act in violation of the Governmental Entity’s Specially Designated Nationals and Blocked Persons List (“SDN List”), the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, the U.S. Department of Commerce Denied Parties List, Entity Listlawful duty, or Unverified List, or any similar restrictive list of sanctioned Persons or entities promulgated pursuant to any Sanction Laws; (iii) as applicable under relevant Sanction Laws, been 50 percent inducing a Governmental Entity or more owned a commercial counterparty to use his or controlled, directly or indirectly, individually or in the aggregate, by any Person or Persons that is or are subject to Sanction Laws, or conducted unlawful business her influence with a Person that is subject government or instrumentality to sanctions affect any act or that is 50 percent decision of such government or more owned entity; in each case in order to obtain, retain or controlled, individually direct business or in the aggregate by a Person or Persons subject to Sanction Laws under subclauses (i) or (ii) above; (iv) been organized under the Laws of, or located, resident in or operating in a country or region that is, or at the time was, subject to a comprehensive embargo or territorial sanctions under Sanction Laws, including Crimea, Cuba, Donbas (Donetsk People's Republic and Luhansk People’s Republic), Iran, North Korea, Sudan, Syria, or has conducted or is conducting any unlawful dealings in or with the government of Russia or any Entity or Persons located in Russia or in or with the government of Venezuela or any Entity owned or controlled by the government of Venezuela; (v) been otherwise secure an improper advantage in violation in any material respect respects of any export control Laws and regulations relating to applicable Law or the export and re-export of commodities, technologies, or services including, but not limited to, those administered by the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) and the U.S. Department of State’s Directorate of Defense Trade Controls; and (vi) otherwise been in material violation terms of any International Trade Laws, including any import or anti-boycott Laws and regulationsMaterial Contract. (bd) Each of The Subject Companies have established procedures and controls to ensure that the Acquired Subject Companies has, in the last five (5) years, been are and will continue to be in compliance in all material respects with all applicable antiEconomic Sanctions, Anti Money Laundering Laws and Anti-money laundering Corruption Laws. The Company has furnished to Purchaser true, regulations, rules correct and guidelines complete copies of such procedures and policies as in United States and in its jurisdiction of organization and any other jurisdiction in which the applicable Acquired Company conducts business. (c) None effect as of the Acquired Companies produce, design, test, manufacture, fabricate, or develop any “critical technologies,” as that term is defined in 31 C.F.R. 800.248. (d) The Acquired Companies have, in the last five (5) years, been in compliance in all material respects with the applicable International Trade Laws governing the importation of products into the United Statesdate hereof. (e) None No part of the Acquired Companies payments made pursuant to ARTICLE I constitute or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Sellers or their Affiliates, directly or indirectly, (i) in connection with any investment in, or any of their directors, officers, managers, employees or, to the Knowledge of the Company, agents transactions or other Representatives is or has been the subject of any disclosure, subpoena, request for information, proposed charges, investigation, inquiry or enforcement proceedings by or involving any Governmental Entity regarding any offense or alleged offense under any International Trade Laws. No such investigation, inquiry or proceedings are pending or, to the Knowledge of the Company, have been threatened. In the past five (5) years, none of the Acquired Companies has received written (or, to the Knowledge of the Company, oral) notification or communication from any Governmental Entity or any Person asserting that any of the Acquired Companies is not in compliance dealings with, any Blocked Person, or has violated International Trade (ii) otherwise in violation of Economic Sanctions, Anti Money Laundering Laws or Anti-Corruption Laws.

Sanctions and Anti-Money Laundering. (a) Neither the Acquired Companies nor any of their directors, officers, managers, employees or to the Knowledge None of the CompanySeller Parties, nor any of the Relevant Companies, or their other Representatives acting on behalf of any of the Acquired Companies respective Affiliates is or has since July 1, 2017: (i) been a Person whose name appears on the subject list of any economic sanctions imposed by: (A) Specially Designated Nationals and Blocked Persons published by the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control Control, United States Department of the Treasury (“OFAC”)) (an “OFAC Listed Person”) (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person that is subject to any OFAC Sanctions Program, or (iii) otherwise blocked, subject to sanctions under or engaged in any activity in violation of other United States economic sanctions, including pursuant to 31 C.F.R. Part 500 et seq.; the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of Defense, and other federal agencies and departments, pursuant to applicable U.S. Law, regulation and executive Order, including, without limitation, the International Economic Emergency Powers Actbut not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and all Divestment Act or any similar law or regulation with respect to Iran or any other such sanction Laws country, the Sudan Accountability and regulations; (B) similar Divestment Act, any OFAC Sanctions Program, or any economic sanctions promulgated regulations administered and enforced by the United States, United Nations or European Union or its member states, any enabling legislation or any other country or jurisdiction within which executive order relating to any of the Acquired Companies operate foregoing (collectively, “Sanction LawsEconomic Sanctions”) (each Person described in clause (i); , clause (ii) been listed on OFAC’s Specially Designated Nationals and or clause (iii), a “Blocked Persons List (“SDN ListPerson”), the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, the U.S. Department of Commerce Denied Parties List, Entity List, or Unverified List, or any similar restrictive list of sanctioned Persons or entities promulgated pursuant to any Sanction Laws; (iii) as applicable under relevant Sanction Laws, been 50 percent or more owned or controlled, directly or indirectly, individually or in the aggregate, by any Person or Persons that is or are subject to Sanction Laws, or conducted unlawful business with a Person that is subject to sanctions or that is 50 percent or more owned or controlled, individually or in the aggregate by a Person or Persons subject to Sanction Laws under subclauses (i) or (ii) above; (iv) been organized under the Laws of, or located, resident in or operating in a country or region that is, or at the time was, subject to a comprehensive embargo or territorial sanctions under Sanction Laws, including Crimea, Cuba, Donbas (Donetsk People's Republic and Luhansk People’s Republic), Iran, North Korea, Sudan, Syria, or has conducted or is conducting any unlawful dealings in or with the government of Russia or any Entity or Persons located in Russia or in or with the government of Venezuela or any Entity owned or controlled by the government of Venezuela; (v) been in violation in any material respect of any export control Laws and regulations relating to the export and re-export of commodities, technologies, or services including, but not limited to, those administered by the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) and the U.S. Department of State’s Directorate of Defense Trade Controls; and (vi) otherwise been in material violation of any International Trade Laws, including any import or anti-boycott Laws and regulations. (b) Each of Since the Acquired Lookback Date, the Relevant Companies hashave complied with Applicable Legal Requirements relating to (i) money laundering, in the last five (5) yearsdrug trafficking, been in compliance in all material respects with all applicable anti-terrorist related activities or other money laundering Lawspredicate crimes, regulationsincluding the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), rules and guidelines in the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti Money Laundering Laws”) and in its jurisdiction of organization (ii) bribery and any other jurisdiction in which improper payments, including the applicable Acquired Company conducts businessU.S. Foreign Corrupt Practices Act and the U.K. Xxxxxxx Xxx 0000 (“Anti-Corruption Laws”). The Relevant Companies maintain “know your customer” policies and procedures and obtain information concerning customers sufficient to comply with Applicable Legal Requirements. (c) None To the Seller’s Knowledge, none of the Acquired Relevant Companies produceand their Affiliates has, designwithin the last five years, testdirectly or indirectly offered, manufacturepromised, fabricategiven, paid or authorized the offer, promise, giving or payment of anything of value to a Governmental Entity or a commercial counterparty for the purposes of: (i) influencing any act, decision or failure to act by such Governmental Entity in his or her official capacity or such commercial counterparty, (ii) inducing a Governmental Entity to do or omit to do any act in violation of the Governmental Entity’s lawful duty, or develop (iii) inducing a Governmental Entity or a commercial counterparty to use his or her influence with a government or instrumentality to affect any “critical technologies,” as that term is defined act or decision of such government or entity; in 31 C.F.R. 800.248each case in order to obtain, retain or direct business or to otherwise secure an improper advantage in violation of any Applicable Legal Requirement or the terms of any Material Contract. (d) The Acquired Relevant Companies havehave established procedures and controls which to the Seller’s Knowledge are reasonably adequate and effective (and which are in material compliance with Applicable Legal Requirements) to ensure that the Relevant Companies are and will continue to be in material compliance with all Economic Sanctions, Anti Money Laundering Laws and Anti-Corruption Laws. The Company has furnished to Buyer true, correct and complete copies of such procedures and policies as in effect as of the last five (5) years, been in compliance in all material respects with the applicable International Trade Laws governing the importation of products into the United Statesdate hereof. (e) None No part of the Acquired Companies payments made pursuant to Article 1 constitute or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Sellers or their Affiliates, directly or indirectly, (i) in connection with any investment in, or any of their directors, officers, managers, employees or, to the Knowledge of the Company, agents transactions or other Representatives is or has been the subject of any disclosure, subpoena, request for information, proposed charges, investigation, inquiry or enforcement proceedings by or involving any Governmental Entity regarding any offense or alleged offense under any International Trade Laws. No such investigation, inquiry or proceedings are pending or, to the Knowledge of the Company, have been threatened. In the past five (5) years, none of the Acquired Companies has received written (or, to the Knowledge of the Company, oral) notification or communication from any Governmental Entity or any Person asserting that any of the Acquired Companies is not in compliance dealings with, any Blocked Person, or has violated International Trade (ii) otherwise in violation of Economic Sanctions, Anti Money Laundering Laws or Anti-Corruption Laws.