Common use of Sanctions and Trade Compliance Clause in Contracts

Sanctions and Trade Compliance. Except as would not, individually or in the aggregate, reasonably be expected to have a Vertical/Trigen Material Adverse Effect, each of the Vertical/Trigen Companies and their respective directors, officers, employees and, to the Knowledge of Vertical/Trigen, each of their respective agents, representatives and other persons acting for or on behalf of the Vertical/Trigen Companies, is and has at all times in the past two years been in compliance with the Laws implemented by OFAC. None of the Vertical/Trigen Companies or their respective directors, officers, employees or, to the Knowledge of Vertical/Trigen, agents, is a person with whom transactions are prohibited or limited under any economic sanctions Laws administered by OFAC, the United Nations Security Council, Her Majesty’s Treasury, the European Union or any member state thereof. Except to the extent permitted by applicable Law, none of the Vertical/Trigen Companies is a party to any Contract or has engaged in any transaction or other business during the last two years with (x) any country or region subject to comprehensive sanctions enforced by OFAC, including the government or any subdivision thereof, agents, representatives or residents thereof, or any entity organized under the Laws of or operating from such country or region, or (y) any person that is included, at the time of the relevant transaction, in the List of Specially Designated Nationals and Blocked Persons or any other sanctions list published by the United States Department of the Treasury, Department of State, or Department of Commerce, or any entity that is owned, directly or indirectly, fifty percent (50%) or more by one or more such persons.

Sanctions and Trade Compliance. Except as would not, individually or in the aggregate, reasonably be expected to have a Vertical/Trigen an Osmotica Material Adverse Effect, each of the Vertical/Trigen Osmotica Companies and their respective directors, officers, employees and, to the Knowledge of Vertical/TrigenOsmotica, each of their respective agents, representatives and other persons acting for or on behalf of the Vertical/Trigen Osmotica Companies, is and has at all times in the past two years been in compliance with the Laws implemented by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”). None of the Vertical/Trigen Osmotica Companies or their respective directors, officers, employees or, to the Knowledge of Vertical/TrigenOsmotica, agents, is a person with whom transactions are prohibited or limited under any economic sanctions Laws administered by OFAC, the United Nations Security Council, Her Majesty’s Treasury, the European Union or any member state thereof. Except to the extent permitted by applicable Law, none of the Vertical/Trigen Osmotica Companies is a party to any Contract or has engaged in any transaction or other business during the last past two years with (x) any country or region subject to comprehensive sanctions enforced by OFAC, including the government or any subdivision thereof, agents, representatives or residents thereof, or any entity organized under the Laws of or operating from such country or region, or (y) any person that is included, at the time of the relevant transaction, in the List of Specially Designated Nationals and Blocked Persons or any other sanctions list published by the United States Department of the Treasury, Department of State, or Department of Commerce, or any entity that is owned, directly or indirectly, fifty percent (50%) or more by one or more such persons.