Common use of Sanctions Compliance Clause in Contracts

Sanctions Compliance. Each of ▇▇▇▇▇’▇ and the Client represents and warrants to the other party that it is not: (i) subject to asset freeze sanctions, such as by inclusion on the list of Specially Designated Nationals and Blocked Persons (“SDN List”) maintained by the U.S. Office of Foreign Assets Control, or the 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; (ii) organized, headquartered or, if a natural person, ordinarily resident, in a country or territory subject to comprehensive geographic sanctions imposed by the U.S. Government (currently Crimea, Cuba, North Korea, Iran, and Syria) or owned or controlled by any such person; or (iii) subject to restrictions regarding the receipt 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, the Client warrants that (a) it will not supply ▇▇▇▇▇’▇ products or services to any person who meets the criteria set forth in (i), (ii), or (iii), or use them for the benefit of, or for any transaction involving, any person who meets the criteria set forth in (i) or (ii) (hereinafter, collectively “Prohibited Entities”), and (b) it shall not supply to ▇▇▇▇▇’▇ 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 of this 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 dictate the decisions, actions, and/or policies of an entity or its management. Each party agrees that it will notify the other party if it learns that any representation made herein is no longer accurate. If the Client is in breach of this provision, or if ▇▇▇▇▇’▇ determines that 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 have, ▇▇▇▇▇’▇ may immediately terminate or suspend performance under the Agreement and/or any affected Order Forms, Orders, addenda and related documentation.

Sanctions Compliance. Each of ▇▇▇▇▇’▇ Moody’s and the Client represents and warrants to the other party that it is not: (ia) subject to asset freeze sanctions, such as by inclusion on the list of Specially Designated Nationals and Blocked Persons (“SDN List”) maintained sanctions imposed by the U.S. Office of Foreign Assets ControlUnited States, United Kingdom, Switzerland, European Union, United Nations, or any other governmental authority having jurisdiction over the consolidated lists of asset freeze targets published by the UN, EU, or UKparties to this Agreement, nor is it owned or controlled Controlled by any such person(s) whether individually or collectively; (iib) subject to any other applicable economic or financial sanctions or export restrictions which prohibit the provision by Moody’s of the products or services under this Agreement, nor is it Controlled by any such person(s) whether individually or in the aggregate; (c) located, organized, established, headquartered in, or, if a natural person, ordinarily resident, in in, or a citizen or national of, a country or territory that is or becomes subject to comprehensive geographic sanctions imposed by the U.S. Government (currently Crimeaas of the date of this Agreement, Cuba, North Korea, Iran, Syria, and Syria) or owned or controlled by the Crimea, Donetsk and Luhansk regions of Ukraine). Each party agrees that it will promptly notify the other party if it learns that any such person; or (iii) subject to restrictions regarding the receipt of U.S.- origin items by virtue of being on the Denied Persons List or the Entity List maintained by the U.S. Commerce Departmentwarranty made herein is no longer accurate. Additionally, the Client warrants that shall not (ai) it will not supply ▇▇▇▇▇’▇ products supply, or make available (whether directly or indirectly), any Moody’s products, data or services to any person who that meets the criteria set forth in clause (ia), (iib), or (iiic) above (each a “Prohibited Entity”), or use them Moody’s products, data or services for the benefit of, or for any transaction involving, involving any person who meets the criteria set forth in (i) or Prohibited Entity; (ii) (hereinafter, collectively “Prohibited Entities”), and (b) it shall not supply to ▇▇▇▇▇’▇ Moody’s any data related to any Prohibited Entity, (iii) supply, or make available (whether directly or indirectly), Moody’s products, data or services to any person located, organized, established or headquartered in, or if a natural person, ordinarily resident in, or a citizen or national of, a country or territory where the provision of such products, data or services, by Moody’s or otherwise, would be prohibited; or (iv) use Moody’s products, data or services in a manner that would violate any applicable law or regulation. For the avoidance of doubt, the foregoing prohibitions apply notwithstanding any terms in any executed the Order Forms, OrdersForm, addendum or other writing, whether express or implied. Accordingly, even if the scope of a license usage right granted in any the Order Form, Order, addendum or any other writing would otherwise include a Prohibited EntitiesEntity, the prohibitions herein shall prevail. For the purposes of this 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 dictate the decisions, actions, and/or policies of an entity or its management. Each party agrees that it will notify the other party if it learns that any representation made herein is no longer accurate. If the Client is in breach of this provision, or if ▇▇▇▇▇’▇ Moody’s determines that it is prohibited under by any applicable law or regulation from providing products or services under this Agreement, or Moody’s determines that it will cease providing any or all products or services in any country or territory in which this Agreement is to be performed, in addition to any other rights or remedies it may have, ▇▇▇▇▇’▇ Moody’s may immediately terminate or suspend performance under the Agreement and/or without regard to any affected Order Formscure period that might otherwise apply. Client shall not supply, Ordersor make available (whether directly or indirectly), addenda and related documentationany of the products or services to any natural person or entity located, organized, established, headquartered, or ordinarily resident in Russia.

Sanctions Compliance. Each of ▇▇▇▇▇’▇ Moody’s and the Client represents and warrants to the other party that it is not: (i) subject to asset freeze sanctions, such as by inclusion on the list of Specially Designated Nationals and Blocked Persons (“SDN List”) maintained by the U.S. Office of Foreign Assets Control, or the 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; (ii) organized, headquartered or, if a natural person, ordinarily resident, in a country or territory subject to comprehensive geographic sanctions imposed by the U.S. Government (currently Crimea, Cuba, North Korea, Iran, and Syria) or owned or controlled by any such person; or (iii) subject to restrictions regarding the receipt of U.S.- origin 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, the Client warrants that (a) it will not supply ▇▇▇▇▇’▇ Moody’s products or services to any person who meets the criteria set forth in (i), (ii), or (iii), or use them for the benefit of, or for any transaction involving, any person who meets the criteria set forth in (i) or (ii) (hereinafter, collectively “Prohibited Entities”), and (b) it shall not supply to ▇▇▇▇▇’▇ Moody’s 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 of this 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 dictate the decisions, actions, and/or policies of an entity or its management. Each party agrees that it will notify the other party if it learns that any representation made herein is no longer accurate. If the Client is in breach of this provision, or if ▇▇▇▇▇’▇ determines that 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 have, ▇▇▇▇▇’▇ may immediately terminate or suspend performance under the Agreement and/or any affected Order Forms, Orders, addenda and related documentation.