Common use of Sanctions Compliance Clause in Contracts

Sanctions Compliance. Xxxxx represents, warrants, and agrees that: i. Buyer is not a “Sanctioned Person,” meaning any individual or entity: (1) named on a governmental denied party or restricted list, including but not limited to: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or any other sanctions list administered by the United Nations, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (“Sanctions Laws”); (2) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, or Luhansk People’s Republic regions) (“Sanctioned Jurisdictions”); (3) controlled or owned, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions. ii. Relating to the utilization of Honeywell products, software, services, proprietary information, and technology, both Parties will comply with all Sanctions Laws. Buyer will not, directly or indirectly, sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: (i) to or for any Sanctioned Persons; or to, for, or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Honeywell will not source any components, technology, software, or data: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause. v. Buyer’s, any end user’s, or other involved third party’s failure to comply with this provision will be deemed a material breach of the Agreement, and Buyer will notify Honeywell immediately if Buyer, any end user, or other involved third party violates, or reasonably believes that it will violate, any terms of this clause. Xxxxx agrees that Honeywell may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liability.

Sanctions Compliance. Xxxxx represents, warrants, Each of Xxxxx’x and agrees that: i. Buyer the Client represents and warrants to the other party that it is not a “Sanctioned Person,” meaning any individual or entitynot: (1i) named subject to asset freeze sanctions, such as by inclusion on a governmental denied party or restricted list, including but not limited to: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or any other sanctions list administered ) maintained by the United Nations, the European Union and its Member States, the United Kingdom, Switzerland, Canada, AustraliaU.S. Office of Foreign Assets Control, or the United Nations (“Sanctions Laws”)consolidated lists of asset freeze targets published by the UN, EU, or UK, nor is it owned or controlled by any such person(s) whether individually or collectively; (2ii) organized under the laws oforganized, headquartered or, if a natural person, ordinarily resident inresident, or physically located in a jurisdiction country or territory subject to comprehensive geographic sanctions administered imposed by OFAC the U.S. Government (currentlycurrently Crimea, but subject to change Cuba, Iran, North Korea, SyriaIran, and Syria) or owned or controlled by any such person; or (iii) subject to restrictions regarding the Crimeareceipt of U.S.- origin items by virtue of being on the Denied Persons List or the Entity List maintained by the U.S. Commerce Department. Additionally, Donetsk People’s Republicthe Client warrants that (a) it will not supply Xxxxx’x products or services to any person who meets the criteria set forth in (i), (ii), or Luhansk People’s Republic regions) (“Sanctioned Jurisdictions”iii); (3) controlled , or owned, directly or indirectly, 50% or more in use them for the aggregate by one or more of any of the foregoing; and/or (4) organized under the laws benefit of, ordinarily resident inor for any transaction involving, or located any person who meets the criteria set forth in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions. ii. Relating to the utilization of Honeywell products, software, services, proprietary information, and technology, both Parties will comply with all Sanctions Laws. Buyer will not, directly or indirectly, sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: (i) to or for any Sanctioned Persons; or to, for, or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for (hereinafter, collectively “Prohibited Entities”), and (b) it shall not supply to Xxxxx’x any data related to any Prohibited Entity. For the avoidance of doubt, the foregoing prohibitions apply notwithstanding any terms in any executed Order Forms, Orders, addendum or other writing, whether express or implied. Accordingly, even if the scope of a license granted in any Order Form, Order, addendum or any other writing would otherwise include Prohibited Entities, the prohibitions herein shall prevail. For the purposes prohibited by any Sanctions Laws. Honeywell will not source any components, technology, software, or data: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause provision, “person” means any natural or legal person; “owned” means an equity interest of 50 percent or greater, whether held directly or indirectly; and “controlled” means the right or ability to all end users dictate the decisions, actions, and/or other involved third parties, as applicablepolicies of an entity or its management. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause. v. Buyer’s, any end user’s, or other involved third party’s failure to comply with this provision will be deemed a material breach of the Agreement, and Buyer will notify Honeywell immediately if Buyer, any end user, or other involved third Each party violates, or reasonably believes agrees that it will violate, notify the other party if it learns that any terms representation made herein is no longer accurate. If the Client is in breach of this clause. Xxxxx agrees provision, or if Xxxxx’x determines that Honeywell it is prohibited under any applicable law or regulation from providing products or services under this Agreement, in addition to any other rights or remedies it may take have, Xxxxx’x may immediately terminate or suspend performance under the Agreement and/or any affected Order Forms, Orders, addenda and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liabilityrelated documentation.

Sanctions Compliance. Xxxxx Buyer represents, warrants, and agrees that: i. Buyer It is not a “Sanctioned Person,” meaning any individual or entity: (1i) named on a governmental denied party or restricted list, including but not limited toincluding: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or List”), and the sanctions lists under any other sanctions list administered by the United Nations, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (“Sanctions Laws”); (2ii) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change currently Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic regionsregions of Ukraine/Russia) (“Sanctioned Jurisdictions”); and/or (3iii) controlled owned or ownedcontrolled, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions. ii. Relating to this Agreement and the utilization of Honeywell productstransactions contemplated hereby, software, services, proprietary information, Buyer is in compliance with and technology, both Parties will continue to comply with all economic Sanctions Laws administered by OFAC, other U.S. regulatory agencies, the European Union and its Member States, the United Kingdom, and the United Nations (“Sanctions Laws”). Buyer will notnot involve any Sanctioned Persons in any capacity, directly or indirectly, in any part of this transaction and performance under this transaction. Buyer will not take any action that would cause Honeywell to be in violation of Sanctions Laws. iii. Buyer will not sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: : (i) to or for any Sanctioned Persons; Persons or to, for, to or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Honeywell Buyer will not source any components, technology, software, or datadata for utilization in Honeywell Offerings: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause. v. Buyer’s, any end user’s, or other involved third partyXxxxx’s failure to comply with this provision will be deemed a material breach of the this Agreement, and Buyer Xxxxx will notify Honeywell immediately if Buyer, any end user, or other involved third party it violates, or reasonably believes that it will violate, any terms of this clauseSection. Xxxxx agrees that Honeywell may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liability.

Sanctions Compliance. Xxxxx represents, warrants, and agrees that: i. Buyer is not a “Sanctioned Person,” meaning any individual or entity: (1) named on a governmental denied party or restricted list, including but not limited to: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or any other sanctions list administered by the United Nations, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (“Sanctions Laws”); (2) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, or Luhansk People’s Republic regions) (“Sanctioned Jurisdictions”); (3) controlled or owned, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions. ii. Relating to the utilization of Honeywell products, software, services, proprietary information, and technology, both Parties will comply with all Sanctions LawsLaws . Buyer will not, directly or indirectly, sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: (i) to or for any Sanctioned Persons; or to, for, or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Honeywell will not source any components, technology, software, or data: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause. v. Buyer’s, any end user’s, or other involved third party’s failure to comply with this provision will be deemed a material breach of the Agreement, and Buyer will notify Honeywell immediately if Buyer, any end user, or other involved third party violates, or reasonably believes that it will violate, any terms of this clause. Xxxxx agrees that Honeywell may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liability.

Sanctions Compliance. Xxxxx represents, warrants, and agrees that: i. Buyer is not a “Sanctioned Person,” meaning any individual or entity: (1) named on a governmental denied party or restricted list, including but not limited to: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or any other sanctions list administered by the United Nations, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (“Sanctions Laws”); (2) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, or Luhansk People’s Republic regions) (“Sanctioned Jurisdictions”); (3) controlled or owned, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions. ii. Relating to the utilization of Honeywell products, software, services, proprietary information, and technology, both Parties will comply with all Sanctions Laws. Buyer will not, directly or indirectly, sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: : (i) to or for any Sanctioned Persons; or to, for, or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Honeywell will not source any components, technology, software, or data: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause. v. Buyer’s, any end user’s, or other involved third party’s failure to comply with this provision will be deemed a material breach of the Agreement, and Buyer will notify Honeywell immediately if Buyer, any end user, or other involved third party violates, or reasonably believes that it will violate, any terms of this clause. Xxxxx agrees that Honeywell may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liability.

Sanctions Compliance. Xxxxx Buyer represents, warrants, and agrees that: i. Buyer It is not a “Sanctioned Person,” meaning any individual or entity: (1i) named on a governmental denied party or restricted list, including but not limited toincluding: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or List”), and the sanctions lists under any other sanctions list administered by the United Nations, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (“Sanctions Laws”); (2ii) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change currently Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic regionsregions of Ukraine/Russia) (“Sanctioned Jurisdictions”); and/or (3iii) controlled owned or ownedcontrolled, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions. ii. Relating to this Agreement and the utilization of Honeywell productstransactions contemplated hereby, software, services, proprietary information, Buyer is in compliance with and technology, both Parties will continue to comply with all economic Sanctions Laws administered by OFAC, other U.S. regulatory agencies, the European Union and its Member States, the United Kingdom, and the United Nations (“Sanctions Laws”). Buyer will notnot involve any Sanctioned Persons in any capacity, directly or indirectly, in any part of this transaction and performance under this transaction. Buyer will not take any action that would cause Honeywell to be in violation of Sanctions Laws. iii. Buyer will not sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: : (i) to or for any Sanctioned Persons; Persons or to, for, to or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Honeywell Buyer will not source any components, technology, software, or datadata for utilization in Honeywell Deliverables: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause. v. Buyer’s, any end user’s, or other involved third partyXxxxx’s failure to comply with this provision will be deemed a material breach of the this Agreement, and Buyer Xxxxx will notify Honeywell immediately if Buyer, any end user, or other involved third party it violates, or reasonably believes that it will violate, any terms of this clauseSection. Xxxxx agrees that Honeywell may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liability.

Sanctions Compliance. Xxxxx Reseller represents, warrants, and agrees that: i. Buyer is that it shall not a “Sanctioned Person,” meaning and shall not allow any third-party to sell or perform any services related to any Products to any individual or entity: (1) named on a governmental denied party or restricted list, including but not limited to: the Office of Foreign Assets Control entity (“OFACPerson”) list that is (a) listed on, or owned or controlled by a Person listed on, or acting on behalf of a Person listed on, the List of Specially Designated Nationals and Blocked Persons (“SDN List”)) maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or any similar list maintained by, or public announcement of sanctions designation made by, the OFAC Sectoral Sanctions Identifications List (“SSI List”),or United States Department of State or any other sanctions list administered by the United NationsU.S. government entity, the European Union and its Member member States, the United KingdomNations Security Council, Switzerland, Canada, Australiaany United Nations Security Council Sanctions Committee, or His Majesty’s Treasury of the United Nations Kingdom (each a “Sanctions LawsList”); (2b) located in, incorporated under the laws of, or acting on behalf of a person located in or organized under the laws of, ordinarily resident ina country or territory which is itself the target of any country-wide or territory-wise sanctions laws (at the time of this Agreement, the Crimea, Donetsk, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currentlyLuhansk regions of Ukraine, but subject to change Cuba, Iran, North Korea, and Syria, and the Crimea, Donetsk People’s Republic, or Luhansk People’s Republic regions) (each a “Sanctioned JurisdictionsJurisdiction”); or (3c) controlled otherwise a target of the economic or ownedfinancial sanctions or trade embargoes imposed, directly administered, or indirectlyenforced from time to time by the (i) U.S. government, 50% including but not limited to OFAC or the U.S. Department of State, (ii) the European Union and its member States, (iii) the United Nations Security Council, and (iv) His Majesty’s Treasury of the United Kingdom, collectively “Sanctions.” Neither Reseller nor its personnel have violated Sanctions, and Reseller agrees and warrants that it will comply with Sanctions and that: (i) is not located in, under the control of, or a national or resident of any Sanctioned Jurisdiction, on the SDN List or any other Sanctions List, or owned 50 percent or more in the aggregate by one or more of individuals or entities on the SDN List or any of the foregoing; and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarusother Sanctions List; and the Zaporizhzhia and Kherson regions. ii. Relating to the utilization of Honeywell products, software, services, proprietary information, and technology, both Parties will comply with all Sanctions Laws. Buyer will not, directly or indirectly, sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: (i) to or for any Sanctioned Persons; or to, for, or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Honeywell will not source any components, technology, software, or data: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) it has appropriate systems and processes in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees place designed to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through ensure its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clauseSanctions and these provisions. v. Buyer’s, any end user’s, or other involved third party’s failure to comply with this provision will be deemed a material breach of the Agreement, and Buyer will notify Honeywell immediately if Buyer, any end user, or other involved third party violates, or reasonably believes that it will violate, any terms of this clause. Xxxxx agrees that Honeywell may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liability.

Sanctions Compliance. Xxxxx Company represents, warrants, and agrees that: i. Buyer It is not a “Sanctioned Person,” meaning any individual or entity: (1i) named on a governmental denied party or restricted list, including but not limited toincluding: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or List”), and the sanctions lists under any other sanctions list administered by the United Nations, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (“Sanctions Laws”); (2ii) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change currently Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic regionsregions of Ukraine/Russia) (“Sanctioned Jurisdictions”); and/or (3iii) controlled owned or ownedcontrolled, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions. ii. Relating to this Agreement and the utilization of Honeywell productstransactions contemplated hereby, software, services, proprietary information, Company is in compliance with and technology, both Parties will continue to comply with all economic Sanctions Laws administered by OFAC, other U.S. regulatory agencies, the European Union and its Member States, the United Kingdom, and the United Nations (“Sanctions Laws”). Buyer Company will notnot involve any Sanctioned Persons in any capacity, directly or indirectly, in any part of this transaction and performance under this transaction. Company will not take any action that would cause UOP to be in violation of Sanctions Laws. iii. Company will not sell, export, re-export, divert, use, or otherwise transfer any Honeywell UOP products, technology, software, or proprietary information: : (i) to or for any Sanctioned Persons; Persons or to, for, to or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Honeywell Company will not source any components, technology, software, or datadata for utilization in UOP Offerings: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause. v. Buyer’s, any end user’s, or other involved third partyCompany’s failure to comply with this provision will be deemed a material breach of the this Agreement, and Buyer Company will notify Honeywell UOP immediately if Buyer, any end user, or other involved third party it violates, or reasonably believes that it will violate, any terms of this clauseSection. Xxxxx Company agrees that Honeywell UOP may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell UOP incurring any liability.

Sanctions Compliance. Xxxxx represents, warrants, and agrees that: i. Buyer is not a “Sanctioned Person,” meaning any individual or entity: (1) named on a governmental denied party or restricted list, including but not limited to: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or any other sanctions list administered by the United Nations, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (“Sanctions Laws”); (2) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, or Luhansk People’s Republic regions) (“Sanctioned Jurisdictions”); (3) controlled or owned, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions. ii. Relating to the utilization of Honeywell products, software, services, proprietary information, and technology, both Parties will comply with all Sanctions LawsLaws . Buyer will not, directly or indirectly, sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: (i) to or for any Sanctioned Persons; or to, for, or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Honeywell will not source any components, technology, software, or data: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause.in v. Buyer’s, any end user’s, or other involved third party’s failure to comply with this provision will be deemed a material breach of the Agreement, and Buyer will notify Honeywell immediately if Buyer, any end user, or other involved third party violates, or reasonably believes that it will violate, any terms of this clause. Xxxxx agrees that Honeywell may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liability.

Sanctions Compliance. Xxxxx represents, warrants, and agrees that: i. Buyer is not a “Sanctioned Person,” meaning any individual or entity: (1) named on a governmental denied party or restricted list, including but not limited to: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or any other sanctions list administered by the United Nations, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (“Sanctions Laws”); (2) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, or Luhansk People’s Republic regions) (“Sanctioned Jurisdictions”); (3) controlled or owned, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions. ii. Relating to the utilization of Honeywell products, software, services, proprietary information, and technology, both Parties will comply with all Sanctions Laws. Buyer will not, directly or indirectly, sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: (iinformation:(i) to or for any Sanctioned Persons; or to, for, or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Honeywell will not source any components, technology, software, or data: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause. v. Buyer’s, any end user’s, or other involved third party’s failure to comply with this provision will be deemed a material breach of the Agreement, and Buyer will notify Honeywell immediately if Buyer, any end user, or other involved third party violates, or reasonably believes that it will violate, any terms of this clause. Xxxxx agrees that Honeywell may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liability.

Sanctions Compliance. Xxxxx represents, warrants, and agrees that: i. Buyer is not a “Sanctioned Person,” meaning any individual or entity: (1) named on a governmental denied party or restricted list, including but not limited to: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or List”), or any other sanctions list administered by the United NationsStates, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (“Sanctions Laws”); (2) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change change, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, or Luhansk People’s Republic regions) (“Sanctioned Jurisdictions”); (3) controlled or owned, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions. ii. Relating to the utilization of Honeywell products, software, services, proprietary information, and technology, both Parties will comply with all Sanctions Laws. Buyer will not, directly or indirectly, sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: (i) to or for any Sanctioned Persons; or to, for, or involving Sanctioned Jurisdictions, Russia Russia, or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Buyer Honeywell will not source any components, technology, software, or data: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause. v. Buyer’s, any end user’s, or other involved third party’s failure to comply with this provision will be deemed a material breach of the Agreement, and Buyer will notify Honeywell immediately if Buyer, any end user, or other involved third party violates, or reasonably believes that it will violate, any terms of this clause. Xxxxx agrees that Honeywell may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liability.

Sanctions Compliance. Xxxxx represents, warrantswarrants and agrees, and agrees that: i. If Buyer is not a “Sanctioned Person,” meaning any individual or entity: (1) named on a governmental denied party or restricted list, including including, but not limited to: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or List”)or any other sanctions list administered by the United Nations, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (“Sanctions Laws”); (2) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, or Luhansk People’s Republic regionsregions ) (“Sanctioned Jurisdictions”); and/or (3iii) controlled owned or ownedcontrolled, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; (iv) listed by the Mexican Tax Administration Service ("SAT") under the issued lists regarding Article 69-B of the (Mexican) Federal Tax Code and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions. ii. Relating to the utilization of Honeywell products, software, services, proprietary information, and technology, both Parties will comply with all Sanctions Laws. Buyer will not, directly or indirectly, sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: (i) to or for any Sanctioned Persons; or to, for, or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Honeywell will not source any components, technology, software, or data: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause. v. Buyer’s, any end user’s, or other involved third party’s failure to comply with this provision will be deemed a material breach of the this Agreement, and Buyer will notify Honeywell immediately if Buyer, any end user, or other involved third party violates, or reasonably believes that it will violate, any terms of this clauseSection. Xxxxx agrees that Honeywell may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liability.

Sanctions Compliance. Xxxxx represents, warrants, and agrees that: i. Buyer is not a “Sanctioned Person,” meaning any individual or entity: (1) named on a governmental denied party or restricted list, including but not limited to: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or any other sanctions list administered by the United Nations, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (“Sanctions Laws”); (2) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, or Luhansk People’s Republic regions) (“Sanctioned Jurisdictions”); (3) controlled or owned, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions. ii. Relating to the utilization of Honeywell products, software, services, proprietary information, and technology, both Parties will comply with all Sanctions Laws. Buyer will not, directly or indirectly, sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: (i) to or for any Sanctioned Persons; or to, for, or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Honeywell will not source any components, technology, software, or data: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause. v. Buyer’s, any end user’s, or other involved third party’s failure to comply with this provision will be deemed a material breach of the Agreement, and Buyer will notify Honeywell immediately if Buyer, any end user, or other involved third party violates, or reasonably believes that it will violate, any terms of this clause. Xxxxx agrees that Honeywell may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liability.agrees

Sanctions Compliance. Xxxxx represents, warrants, and agrees that: i. If Buyer is not a “Sanctioned Person,” meaning any individual or entity: (1) named on a governmental denied party or restricted list, including including, but not limited to: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or List”), or any other sanctions list administered by the United Nations, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (“Sanctions Laws”); (2) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, or Luhansk People’s Republic regionsregions ) (“Sanctioned Jurisdictions”); (3) controlled owned or ownedcontrolled, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions. ii. Relating to the utilization of Honeywell products, software, services, proprietary information, and technology, both Parties will comply with all Sanctions Laws. Buyer will not, directly or indirectly, sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: (i) to or for any Sanctioned Persons; or to, for, or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Honeywell will not source any components, technology, software, or data: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause. v. Buyer’s, any end user’s, or other involved third party’s failure to comply with this provision will be deemed a material breach of the Agreement, and Buyer will notify Honeywell immediately if Buyer, any end user, or other involved third party violates, or reasonably believes that it will violate, any terms of this clause. Xxxxx agrees that Honeywell may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liability.

Sanctions Compliance. Xxxxx Buyer represents, warrants, and agrees that: i. Buyer (i) It is not a “Sanctioned Person,” meaning any individual or entity: (1i) named on a governmental denied party or restricted list, including but not limited toincluding: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or List”), and the sanctions lists under any other sanctions list administered by the United Nations, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (“Sanctions Laws”); (2ii) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change currently Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic regionsregions of Ukraine/Russia) (“Sanctioned Jurisdictions”); and/or (3iii) controlled owned or ownedcontrolled, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; and/or . (4ii) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; Relating to this Agreement and the Zaporizhzhia transactions contemplated hereby, Buyer is in compliance with and Kherson regions. ii. Relating will continue to the utilization of Honeywell products, software, services, proprietary information, and technology, both Parties will comply with all economic Sanctions Laws administered by OFAC, other U.S. regulatory agencies, the European Union and its Member States, the United Kingdom, and the United Nations (“Sanctions Laws”). Buyer will notnot involve any Sanctioned Persons in any capacity, directly or indirectly, in any part of this transaction and performance under this transaction. Buyer will not take any action that would cause Honeywell to be in violation of Sanctions Laws. (iii) Buyer will not sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: : (i) to or for any Sanctioned Persons; Persons or to, for, to or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Honeywell Buyer will not source any components, technology, software, or datadata for utilization in Honeywell Offerings: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. (iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of ) Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause. v. Buyer’s, any end user’s, or other involved third party’s failure to comply with this provision will be deemed a material breach of the this Agreement, and Buyer Xxxxx will notify Honeywell immediately if Buyer, any end user, or other involved third party it violates, or reasonably believes that it will violate, any terms of this clauseSection. Xxxxx agrees that Honeywell may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liability.

Sanctions Compliance. Xxxxx Buyer represents, warrants, and agrees that: i. Buyer It is not a “Sanctioned Person,” meaning any individual or entity: (1i) named on a governmental denied party or restricted list, including but not limited toincluding: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”),or List”), and the sanctions lists under any other sanctions list administered by the United Nations, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (“Sanctions Laws”); (2ii) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change currently Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic regionsregions of Ukraine/Russia) (“Sanctioned Jurisdictions”); and/or (3iii) controlled owned or ownedcontrolled, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions. ii. Relating to this Agreement and the utilization of Honeywell productstransactions contemplated hereby, software, services, proprietary information, Buyer is in compliance with and technology, both Parties will continue to comply with all economic Sanctions Laws administered by OFAC, other U.S. regulatory agencies, the European Union and its Member States, the United Kingdom, and the United Nations (“Sanctions Laws”). Buyer will notnot involve any Sanctioned Persons in any capacity, directly or indirectly, in any part of this transaction and performance under this transaction. Buyer will not take any action that would cause Honeywell to be in violation of Sanctions Laws. iii. Buyer will not sell, export, re-export, divert, use, or otherwise transfer any Honeywell products, technology, software, or proprietary information: : (i) to or for any Sanctioned Persons; Persons or to, for, to or involving Sanctioned Jurisdictions, Russia or Belarus; or (ii) for any other purposes prohibited by any Sanctions Laws. Honeywell Buyer will not source any components, technology, software, or datadata for utilization in Honeywell Deliverables: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws. iii. To the extent applicable, Xxxxx agrees to comply with any government authorization under Sanctions Laws, including any authorization issued by OFAC in all activities involving Honeywell products, technology, software, or proprietary information. Specifically, Buyer agrees not to remove, extract, disassemble, or otherwise disassociate any Honeywell products, technology, software, or proprietary information from an Aircraft and store, sell, export, re-export, divert, or otherwise transfer any Honeywell products, technology, software or proprietary information in, within, from, or to a Sanctioned Jurisdiction. iv. Buyer is responsible for conducting on-going screening and monitoring and ensuring all end users or other involved third parties are not Sanctioned Persons. Buyer is responsible for flowing down the obligations of this clause to all end users and/or other involved third parties, as applicable. Following reasonable prior notice from Honeywell, Buyer will allow Honeywell (acting itself or through its independent auditors), during normal working hours, to access any of Buyer’s systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Buyer is in compliance with this clause. v. Buyer’s, any end user’s, or other involved third party’s failure to comply with this provision will be deemed a material breach of the this Agreement, and Buyer will notify Honeywell immediately if Buyer, any end user, or other involved third party it violates, or reasonably believes that it will violate, any terms of this clauseSection. Xxxxx Buyer agrees that Honeywell may take any and all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring any liability.