Common use of TRADE SANCTIONS AND RESTRICTIONS Clause in Contracts

TRADE SANCTIONS AND RESTRICTIONS. (1) Nothing in this Agreement is intended and nothing herein should be interpreted or construed, to induce or require either Party to act or refrain from acting (or agreeing to act or refrain) in any manner which is inconsistent with, penalized or prohibited under any laws, regulations, Sanctions (including secondary sanctions). (2) Each Party represents and warrants on a continuing basis for the duration of this Agreement that it is not the subject of any Sanctions and will comply with any and all applicable laws, rules, regulations, Sanctions, decrees (including secondary sanctions), executive orders, official government orders, enacted, promulgated or issued before, on or after the date of this Agreement, by the United Nations, European Union, United Kingdom, the United States of America, and their governments, official institutions or agencies, including without limitation OFAC and the United States Department of State (collectively “Sanctions”). (3) Either Party may at its election suspend the contractual performance that is inconsistent with, penalized or prohibited by any of the Sanctions. The suspension of performance shall not be considered as a breach of contract. (4) Each Party agrees to indemnify the other in full and without limitation for all direct and indirect losses, costs, damages and expenses of any nature sustained by the other party as a direct or indirect result of its breach of any of the above representations, warranties or undertakings. (5) Either Party may at its election terminate the agreement forthwith upon written notice to the other party at any time, if in its reasonable discretion, (i) the other party is in breach of any of the above representations, warranties or undertakings or is directly or indirectly the subject of any Sanctions; and (ii) its contractual performance may cause it to be in breach of any laws, regulations, sanctions or decrees.