Sanctions Certification Clause Samples
A Sanctions Certification clause requires a party to confirm that neither it nor its affiliates are subject to international sanctions or restrictions imposed by governmental authorities. In practice, this means the party must verify that it is not listed on any sanctions lists and is not owned or controlled by sanctioned individuals or entities. This clause helps ensure compliance with applicable laws and regulations, protecting the other party from inadvertently engaging in prohibited transactions and mitigating legal and reputational risks.
Sanctions Certification. On February 21, 2022, President ▇▇▇▇▇ issued Executive Order 14065 (▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/briefing-room/presidential- actions/2022/02/21/executive-order-on-blocking-property-of-certain-persons-and-prohibiting-certain-transactions-with-respect-to- continued-russian-efforts-to-undermine-the-sovereignty-and-territorial-integrity-of-ukraine/; “Federal Order”) imposing economic sanctions and prohibiting many activities including, but not limited to, investing in, importing to, exporting from, and contracting with, areas of Ukraine and in Russia. On March 4, 2022, California Governor ▇▇▇▇▇▇ issued Executive Order N-6-22 requiring state agencies to take steps to ensure any agency and entity under contract with state agencies comply with the Federal Order (▇▇▇▇▇://▇▇▇.▇▇▇.▇▇.▇▇▇/wp-content/uploads/2022/03/3.4.22-Russia-Ukraine-Executive-Order.pdf; “State Order”). The District requires the Consultant, as a vendor with the District, to comply with the economic sanctions imposed in response to Russia’s actions in Ukraine, including the orders and sanctions identified on the U.S. Department of the Treasury website (▇▇▇▇▇://▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/policy-issues/financial-sanctions/sanctions-programs-and-country-information/ukraine-russia-related- sanctions). If your Firm’s contract with the District has a cumulative value of $5 million or more, your certification here is constitutes your written response to the District, indicating:
Sanctions Certification. The Company and each Notes Guarantor represents that neither they nor any of their Affiliates, subsidiaries, directors or officers (i) are the target or subject of any Sanctions, or (ii) will become, including by virtue of being owned or controlled by a Sanctioned Person, own, or control a Sanctioned Person, or engage in any dealings that could result in a violation of Sanctions by any person, including but not limited by any Holder, or in any person becoming a Sanctioned Person. The Company and each Notes Guarantor further represents that neither they nor any of their Affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Indenture or any other Note Document, (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of comprehensive country-wide or territory-wide Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person or that could result in any person, including but not limited to any party to this Indenture becoming a Sanctioned Person.