Common use of Compliance with Sanctions Laws Clause in Contracts

Compliance with Sanctions Laws. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, currently Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions, or in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its subsidiaries orsubsidiaries, nor, to the knowledge of the Company, any director, officer, employee, agent, employee affiliate or affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject to or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, currently Crimeaincluding, without limitation, Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person currently that, at the time of such funding or facilitation, is the subject to any or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its subsidiaries orsubsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, agent, employee agent or affiliate of the Company or any of its subsidiaries is currently the subject to or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, currently including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person currently that, at the time of such funding or facilitation, is the subject to any or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For Except as otherwise permitted by law, for the past five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its subsidiaries orsubsidiaries, directors, officers nor, to the knowledge of the Company, the employees, agents or affiliates or any director, officer, agent, employee other person associated with or affiliate acting on behalf of the Company or any of its subsidiaries is currently the subject to or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) Union or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, currently CrimeaSanctions (including, Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”)); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person currently that, at the time of such funding or facilitation, is the subject to any or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in any unlawful dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, currently Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions, or in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of the Company, any of its subsidiaries Subsidiaries or, to the knowledge of the Company, any directordirectors, officer, agent, employee officers or affiliate employees of the Company or any of its subsidiaries Subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries is currently the subject to or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Asset Control (OFAC) of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (“HMT”OFSI) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, currently including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela and Syria the Republic of Yemen (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunderOffering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person currently that, at the time of such funding or facilitation, is the subject to any or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five three years, the Company and its subsidiaries have has not knowingly engaged in, are in and is not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its subsidiaries orsubsidiaries, nor, to the knowledge of the Company, any director, officer, employee, agent, employee Affiliate or affiliate other person acting on behalf of the Company or any of its subsidiaries is currently the subject to or the target of any U.S. sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”), ; nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, currently including, without limitation, Crimea, Cuba, Iran, North Korea Korea, and Syria (eachcollectively, a “Sanctioned CountryCountries”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the activities of or business with any person currently person, or in any country or territory, that at the time of such financing, is the subject to any Sanctions, or the target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transaction, transaction whether as underwriter, advisor, investor or otherwise) of applicable Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of Neither the Company, Company Parties nor any of its subsidiaries ortheir Subsidiaries nor any of their directors or officers nor, to the knowledge of the CompanyCompany Parties, any director, officer, agent, affiliate or employee or affiliate of the Company Parties or any of its subsidiaries their Subsidiaries, is currently the subject to or the target of any sanctions administered or enforced by the U.S. government, government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her His Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority with jurisdiction over the Company (collectively, “Sanctions”), nor is are the Company Parties or any of its subsidiaries their Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, currently Crimeaincluding, without limitation, the so-called Donetsk People’s Republic and Luhansk People’s Republic, the Crimea and non-government controlled areas of the Zaporizhzhia and Kherson regions of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions, or in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company Parties and its subsidiaries their Subsidiaries have not knowingly engaged in, and are not now knowingly engaged in in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or in or with any Sanctioned Country.

Compliance with Sanctions Laws. None of the Company, (i) Neither such Selling Shareholder nor any of its subsidiaries orsubsidiaries, nor any director, officer or employee thereof, nor, to the knowledge of the Companysuch Selling Shareholder, any director, officer, agent, employee affiliate or affiliate representative of the Company such Selling Shareholder or any of its subsidiaries subsidiaries, is currently a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject to of any sanctions administered or enforced by the U.S. government, (including, without limitationincluding but not limited to the OFAC, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitationUNSC, the designation as a “specially designated national” or “blocked person”)EU, the United Nations Security Council (“UNSC”)HMT, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (B) located, organized or resident in in, or a national, governmental entity or agent of, a country or territory that is is, the subject or target of Sanctionscomprehensive Sanctions (including, currently without limitation, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”Syria); (ii) such Selling Shareholder represents and the Company covenants that such Selling Shareholder and its subsidiaries will not not, directly or indirectly knowingly indirectly, use the proceeds of the offering of the Securities hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person Person: (A) to fund or entityfacilitate any activities or business of or with any Person or in any country or territory that, for at the purpose time of financing the activities of any person currently subject to any Sanctionssuch funding or facilitation, is, or whose government is, the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any person Person (including any person Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise); and (iii) of Sanctions. For such Selling Shareholder represents and covenants that, for the past five years, the Company it and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with any person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Countrycomprehensive Sanctions.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its subsidiaries orSubsidiaries nor any director or officer of the Company or any of its Subsidiaries nor, to the knowledge of the Company’s knowledge, any director, officer, other agent, employee or affiliate of the Company or any of its subsidiaries Subsidiaries is currently (a) subject to any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company ) or any of its subsidiaries (b) located, organized or resident in a country or territory that is the subject or target of SanctionsSanctions (including, currently Crimeawithout limitation, Burma/Myanmar, Cuba, Iran, North Korea Korea, Sudan and Syria (eachSyria). The Company represents and covenants that it will not, a “Sanctioned Country”); and the Company will not directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person (a) to fund or facilitate any activities or business of or with any person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). The Company represents and covenants that, except as detailed in the Preliminary Offering Memorandum, for the past five years, it has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. The Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions, or in any other manner that will result in a violation U.S. sanctions administered by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of SanctionsOFAC. For the past five yearspurposes of this Section 4(aaa), no person shall be an affiliate of the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in solely by reason of owning less than a majority of any dealings or transactions with any person that at the time class of voting securities of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCompany.

Compliance with Sanctions Laws. (A) None of the Company, Company or any of its subsidiaries orsubsidiaries, nor, to the knowledge of the Company, any director, officer, employee, agent, employee representative or affiliate of the Company or any of its subsidiaries subsidiaries, is currently an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are: (1) the subject to or target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (2) located, organized or resident in a country or territory that is the subject or target of SanctionsSanctions (including, currently without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”or Syria); and (B) the Company will not not, directly or indirectly indirectly, use the proceeds of the offering of the Securities Offered Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person Person: (1) to fund or entityfacilitate any activities or business of or with any Person or in any country or territory that, for at the purpose time of financing such funding or facilitation, is the activities subject of any person currently subject to any Sanctions, ; or (2) in any other manner that will result in a violation of Sanctions by any person Person (including any person Person participating in the transactionoffering of the Offered Shares hereunder, whether as underwriter, advisor, investor or otherwise); and (C) of Sanctions. For for the past five years, the Company and its subsidiaries have not at any time knowingly engaged in, and are not now knowingly engaged in in, any dealings or transactions with any person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountrySanctions.

Compliance with Sanctions Laws. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate Affiliate of the Company or any of its subsidiaries is currently subject to any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, currently Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions, or in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its subsidiaries orsubsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, agent, employee agent or affiliate of the Company or any of its subsidiaries is currently the subject to or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, currently Crimeaincluding, without limitation, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person currently that, at the time of such funding or facilitation, is the subject to any or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five 5 years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its subsidiaries orsubsidiaries, nor, to the knowledge of the Company, any director, officer, agent, affiliate, employee or affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is currently subject to or the target of any sanctions administered or enforced by the U.S. government, government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, including the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of to Sanctions, currently Crimea, including Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, entity for the purpose of financing funding or facilitating the activities of any person currently subject to any Sanctionsto, or in the target of, any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its subsidiaries orsubsidiaries, nor, to the knowledge of the Company, any director, officer, agent, affiliate, employee or affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is currently subject to or the target of any sanctions administered or enforced by the U.S. government, government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, including the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of to Sanctions, currently Crimea, including Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, entity for the purpose of financing funding or facilitating the activities of any person currently that, at the time of such funding, is subject to any Sanctionsto, or in the target of, any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its subsidiaries orsubsidiaries, nor, to the knowledge of the Company, any director, officer, agent, affiliate, employee or affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is currently subject to or the target of any sanctions administered or enforced by the U.S. government, government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, including the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of to Sanctions, currently Crimea, including Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, entity for the purpose of financing funding or facilitating the activities of any person currently that, at the time of such funding, is subject to any Sanctionsto, or in the target of, any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its subsidiaries orsubsidiaries, directors, officers nor, to the knowledge of the CompanyCompany or the Guarantors, employees, agents or affiliates or any director, officer, agent, employee other person associated with or affiliate acting on behalf of the Company or any of its subsidiaries is currently the subject to or the target of any sanctions administered or enforced by the U.S. government, government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) Union or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, or the Guarantors organized or resident in a country or territory that is the subject or target of Sanctions, currently CrimeaSanctions (including, Cuba, Iran, North Korea Korea, Syria and Syria Crimea (each, a “Sanctioned Country”)); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the entity (i) to fund or facilitate any activities of or business with any person currently that, at the time of such funding or facilitation, is the subject to any or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in any unlawful dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.