Common use of Compliance with Sanctions Laws Clause in Contracts

Compliance with Sanctions Laws. None of the Company, any of its subsidiaries (including the Guarantors) or, to the knowledge of the Company or any Guarantor, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (including the Guarantors) is currently the subject 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 (including the Guarantors) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea region, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and each Guarantor, 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 or facilitating (i) any activities of or business with any person that, at the time of such financing or facilitation, is the subject or the target of Sanctions or (ii) any activities of or business in any Sanctioned Country. For the past five years, the Company and its subsidiaries (including the Guarantors) have not knowingly engaged 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 the Company, Issuers nor any of its subsidiaries (including the Guarantors) ortheir respective subsidiaries, directors, officers or employees, nor, to the knowledge of the Company or any Guarantor, any director, officer, agent, employee or affiliate of the Company Issuers or any of its subsidiaries (including the Guarantors) , any agent, affiliate or other person associated with or acting on behalf of the Issuers or any of their respective subsidiaries is currently the subject 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 Government of Canada, 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 any Issuer or any of its their respective subsidiaries (including the Guarantors) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea region, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and each Guarantor, Issuers will not, not directly or indirectly, 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 or facilitating entity (i) to fund or facilitate any activities of or business with any person that, at the time of such financing funding or facilitation, is the subject or the target of Sanctions or Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country. For the past five years, the Company and its subsidiaries Country or (iii) in any other manner that will result in a violation by any person (including the Guarantors) have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at participating in the time transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) 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 CompanyGuarantor, any of its subsidiaries (including the Guarantors) or, to the knowledge of the Company or any Guarantorof its subsidiaries, any director, officer, employee of the Company or the Guarantor or any of its subsidiaries, or, to the best knowledge of the Company and the Guarantor, any agent, employee affiliate or affiliate other person associated with or acting on behalf of the Guarantor, the Company or any of its subsidiaries (including the Guarantors) is currently the subject 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”)Council, the European Union, Her Majesty’s HM Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Guarantor, the Company or any of its subsidiaries (including the Guarantors) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea regionregion of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to Executive Order 14065, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, Syria and North Korea, Sudan and Syria Korea (each, a “Sanctioned Country”); and the Company and each Guarantor, will not, not directly or indirectly, 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 or facilitating entity (i) to fund or facilitate any activities of or business with any person that, at the time of such financing funding or facilitation, is the subject or the target of Sanctions or Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned CountryCountry 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 three years, none of the Company and Company, the Guarantor or any of its subsidiaries (including the Guarantors) have not has knowingly engaged in and are not or is 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. None of the representations and warranties made in this Section 3(gg) shall be sought by or made to any Underwriter if and to the extent that it would result in a violation of or conflict with (i) Council Regulation (EC) No. 2271/1996 of November 22, 1996, as amended from time to time (the “EU Blocking Regulation”), or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union, (ii) the EU Blocking Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 or (iii) with respect to Deutsche Bank AG, London Branch, Article 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) or any similar applicable anti-boycott law or regulation.

Compliance with Sanctions Laws. None of the CompanyGuarantor, the Company or any of its subsidiaries (including the Guarantors) subsidiaries, or, to the best knowledge of the Company or any and the Guarantor, any director, officer, employee, agent, employee affiliate or affiliate other person associated with or acting on behalf of the Guarantor, the Company or any of its subsidiaries (including the Guarantors) is currently the subject 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”)Council, the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Guarantor, the Company or any of its subsidiaries (including the Guarantors) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea regionCrimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and each Guarantor, will not, not directly or indirectly, 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 or facilitating entity (i) to fund or facilitate any activities of or business with any person that, at the time of such financing funding or facilitation, is the subject or the target of Sanctions or Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country. For the past five years, the Company and its subsidiaries Country or (iii) in any other manner that will result in a violation by any person (including the Guarantors) have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at participating in the time transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) 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 (including the Guarantors) or, to the knowledge of the Company or any Guarantor, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (including the Guarantors) is currently the subject 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”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (including the Guarantors) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea region, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and each Guarantor, 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 or facilitating (i) or facilitating any activities of or business with any person that, at the time of such financing or facilitation, is the subject or the target of Sanctions or (ii) financing or facilitate any activities of or business in any Sanctioned Country. For the past five years, the Company and its subsidiaries (including the Guarantors) have not knowingly engaged 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 the Company, any of its subsidiaries (including the Guarantors) or, to the knowledge of the Company or any Guarantor, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (including the Guarantors) is currently the subject 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 (including the Guarantors) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea regionregion of Ukraine, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and each Guarantor, 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 or facilitating (i) any activities of or business with any person that, at the time of such financing or facilitation, is the subject or the target of Sanctions or (ii) any activities of or business in any Sanctioned Country. For the past five years, the Company and its subsidiaries (including the Guarantors) have not knowingly engaged 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.