Common use of No Conflict with Sanctions Laws Clause in Contracts

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is the subject or 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. Treasury Department, the U.S. Department of Commerce or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), (ii) is located, organized or resident in a country or territory that is the subject or target of Sanctions (including, but not limited to, Crimea, Cuba, Iran, North Korea and Syria) (each a “Sanctioned Country”), (iii) is a person or entity (“Person”) on the list of “Specially Designated Nationals and Blocked Persons” or any other Sanctions-related list, or (iv) is owned or otherwise controlled by any Person on a Sanctions-related list. 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 (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitating, is the subject or target of Sanctions, or is located, organized or resident in a Sanctioned Country, or (ii) in any other manner that will result in a violation by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise) of Sanctions.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the CompanyCompany and the Guarantors, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is currently the subject or or, to the knowledge of the Company and the Guarantors, 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. Treasury Department, the U.S. Department of Commerce or Commerce, the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), (ii) nor is the Company or any of its subsidiaries located, organized or resident in a Cuba, Crimea, Iran, North Korea or Syria or in any other country or territory that is the subject or target of Sanctions (including, but not limited to, Crimea, Cuba, Iran, North Korea and Syria) (each a “Sanctioned Country”), (iii) is a person or entity (“Person”) on the list of “Specially Designated Nationals and Blocked Persons” or any other Sanctions-related list, or (iv) is owned or otherwise controlled by any Person on a Sanctions-related list. The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, proceeds to any subsidiary, joint venture partner or other person person, (i) to fund or facilitate any activities of or business with any Person person that, at the time of such funding or facilitatingfacilitation, is the subject or target of Sanctions, or is locatedin Cuba, organized Crimea, Iran, North Korea or resident Syria or in a Sanctioned Countryany other country or territory, that, at the time of such funding or facilitation, is the subject or target of Sanctions, or (ii) in any other manner that will result in a violation by any Person person (including any Person person participating in the offering, 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, and will not engage in any dealings or transactions with any person or entity that, at the time of the dealing or transaction, is or was the subject or target of Sanctions, or with or in any country or territory that is or was the subject or target of Sanctions.

No Conflict with Sanctions Laws. Neither None of the Company nor any of its subsidiaries Partnership Entities, their directors, officers, or agents, nor, to the knowledge of the CompanyIssuers and each of the Guarantors, any director, officer, agent, employee agent or affiliate of the Company or any of its subsidiaries (i) Partnership Entities is currently the subject or target of any U.S. sanctions regulations administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce (“OFAC”) or the U.S. Department of State), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Person List (iian “SDN”) is or any person majority owned by an SDN, or where relevant under applicable Sanctions, controlled by a Sanctions target, nor are any of the Partnership Entities located, organized or resident in a country or territory that is the subject or target of Sanctions (Sanctions, including, but not limited to, Crimeawithout limitation, Cuba, Iran, North Korea Korea, Syria, and Syria) the Crimea region of Ukraine (each each, a “Sanctioned Country”), (iii) is a person or entity (“Person”) on ; and the list of “Specially Designated Nationals and Blocked Persons” or any other Sanctions-related list, or (iv) is owned or otherwise controlled by any Person on a Sanctions-related list. The Company Partnership will not, not directly or indirectly, indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any Person person that, at the time of such funding or facilitatingfacilitation, is the subject or target of Sanctions, (ii) to fund or is located, organized facilitate any activities of or resident business in a any Sanctioned Country, Country or (iiiii) in any other manner that will result in a violation by any Person person (including any Person person participating in the offeringtransaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Partnership Entities 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.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the CompanyCompany or any of the Guarantors, 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 (i) 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. Treasury Department, the U.S. Department of Commerce the Treasury (“OFAC”) or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), (ii) 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 (Sanctions, including, but not limited to, Crimeawithout limitation, Cuba, Iran, North Korea Korea, Sudan and Syria) Syria (each each, a “Sanctioned Country”), (iii) is a person or entity (“Person”) on ; and the list of “Specially Designated Nationals and Blocked Persons” or any other Sanctions-related list, or (iv) is owned or otherwise controlled by any Person on a Sanctions-related list. The Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds, proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any Person person that, at the time of such funding or facilitatingfacilitation, is the subject or target of Sanctions, (ii) to fund or is located, organized facilitate any activities of or resident business in a any Sanctioned Country, Country or (iiiii) in any other manner that will result in a violation by any Person person (including any Person person participating in the offeringtransaction, 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 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. Any certificate signed by an officer of the Company or any Guarantor and delivered to the Initial Purchasers, the Representative or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company or such Guarantor to each Initial Purchaser as to the matters set forth therein.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries No Delek Party nor, to the knowledge of the CompanyDelek Parties, any director, officer, agent, employee employee, affiliate or affiliate other person acting on behalf of any of the Company Delek Parties is currently the subject, or any of its subsidiaries (i) is the subject or target of of, any sanctions administered or enforced by the U.S. government (includinggovernment, without limitation, including by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce or Commerce, the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions”), (ii) nor is any Delek Party located, organized or resident in a country or territory that is the subject or target of Sanctions (including, but not limited to, Crimea, Cuba, Iran, North Korea and Syria) (each a “Sanctioned Country”), (iii) is a person or entity (“Person”) on the list of “Specially Designated Nationals and Blocked Persons” or any other Sanctions-related list, or (iv) is owned or otherwise controlled by any Person on a Sanctions-related list. The Company Issuers will not, directly or indirectly, use the proceeds of the offeringoffering of the Securities, or lend, contribute or otherwise make available such proceeds, proceeds to any subsidiary, joint venture partner or other person (i) or entity, to fund or facilitate any activities of or business with any Person person or entity that, at the time of such funding or facilitatingfacilitation, is in violation of applicable Sanctions, or is in a country or territory that at the time of such funding or facilitation is the subject or target of Sanctions, or is locatedincluding Cuba, organized or resident in a Sanctioned CountryIran, North Korea, Sudan, Syria, the Crimea region, or (ii) in any other country or territory in violation of applicable Sanctions, or in any other manner that will result in a violation by any Person person (including any Person person participating in the offering, whether as underwriterinitial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Delek Parties 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.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is the subject or 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. Treasury Department, the U.S. Department of Commerce or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), (ii) is located, organized or resident in a country or territory that is the subject or target of Sanctions (including, but not limited to, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria) (each a “Sanctioned Country”), (iii) is a person or entity (“Person”) on the list of “Specially Designated Nationals and Blocked Persons” or any other Sanctions-related list, or (iv) is owned or otherwise controlled by any Person on a Sanctions-related list. The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, proceeds to any subsidiary, joint venture partner or other person person, (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitating, is the subject or target of Sanctions, or is located, organized or resident in a Sanctioned Country, or (ii) in any other manner that will result in a violation by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise) of Sanctions.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is the subject or 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. Treasury Department, the U.S. Department of Commerce or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), (ii) is located, organized or resident in a country or territory that is the subject or target of Sanctions (including, but not limited to, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria) (each a “Sanctioned Country”), (iii) is a person or entity (“Person”) on the list of “Specially Designated Nationals and Blocked Persons” or any other Sanctions-related list, or (iv) is owned or otherwise controlled by any Person on a Sanctions-related list. 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 (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitating, is the subject or target of Sanctions, or is located, organized or resident in a Sanctioned Country, or (ii) in any other manner that will result in a violation by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise) of Sanctions.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries northe Subsidiaries, nor to the knowledge of the Company, any director, officer, agent, officer or employee or affiliate of the Company or any of its subsidiaries (i) the Subsidiaries or any agent, affiliate or representative thereof, is an individual or entity currently the subject or target of any sanctions administered or enforced by the U.S. government (United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce (“OFAC”) or the U.S. Department of State)State and including, the designation as a “specially designated national” or “blocked person”, the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), (ii) nor is the Company or any of the Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions (Sanctions, including, but not limited towithout limitation, Crimeathe Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria) Syria (each each, a “Sanctioned Country”), (iii) is a person or entity (“Person”) on ; and the list of “Specially Designated Nationals and Blocked Persons” or any other Sanctions-related list, or (iv) is owned or otherwise controlled by any Person on a Sanctions-related list. The Company will not, not directly or indirectly, indirectly use the proceeds of the offeringsale of the Shares hereunder, or lend, contribute or otherwise make available such proceeds, proceeds to any subsidiarySubsidiaries, joint venture partner partners or other person (i) person, to fund or facilitate any activities of or business with any Person person, or in any country or territory, that, at the time of such funding or facilitatingfunding, is the subject of Sanctions or target of Sanctions, or is located, organized or resident in a Sanctioned Country, or (ii) in any other manner that will result in a violation by any Person (including any Person person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise) otherwise of Sanctions.

No Conflict with Sanctions Laws. Neither the Parent, the Company nor any of its their subsidiaries nor, to the knowledge of the Parent and the Company, any director, officer, agent, employee employee, affiliate or affiliate representative of the Parent or the Company or any of its their subsidiaries is an individual or entity (i“Person”) is the currently subject or target of any sanctions administered by or enforced by the U.S. government (including, without limitation, Department of the Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce or the U.S. Department of State(“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), (ii) nor is the Parent or the Company located, organized or resident in a country or territory that is the subject or target of Sanctions (including, but not limited to, Crimea, Cuba, Iran, North Korea Sanctions; and Syria) (each a “Sanctioned Country”), (iii) is a person or entity (“Person”) on the list of “Specially Designated Nationals Parent and Blocked Persons” or any other Sanctions-related list, or (iv) is owned or otherwise controlled by any Person on a Sanctions-related list. The the Company will not, not directly or indirectly, indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, proceeds to any subsidiary, joint venture partner or other person Person, (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitatingfinding, is the subject or target of Sanctions, or is locatedin Burma, organized Myanmar, Cuba, Iran, Libya, North Korea, Sudan or resident in a Sanctioned Countryany other country or territory, that, at the time of such funding, is the subject of Sanctions, or (ii) in any other manner that will result in a violation by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise) of Sanctions. Any certificate signed by an officer of the Company or any Guarantor and delivered to the Underwriters or to counsel for the Underwriters pursuant to this Agreement shall be deemed to be a representation and warranty by the Company or such Guarantor to each Underwriter as to the matters set forth therein.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is the subject or 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. Treasury Department, the U.S. Department of Commerce or the U.S. Department of State), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), (ii) is located, organized or resident in a country or territory that is the subject or target of Sanctions (including, but not limited to, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea and Syria) (each a “Sanctioned Country”), (iii) is a person or entity (“Person”) on the list of “Specially Designated Nationals and Blocked Persons” or any other Sanctions-related list, or (iv) is owned or otherwise controlled by any Person on a Sanctions-related list. 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 (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitating, is the subject or target of Sanctions, or is located, organized or resident in a Sanctioned Country, or (ii) in any other manner that will result in a violation by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise) of Sanctions.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is the subject or 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. Treasury Department, the U.S. Department of Commerce or the U.S. Department of State), the United Nations Security Council, the European Union, Her MajestyHM’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), (ii) is located, organized or resident in a country or territory that is the subject or target of Sanctions (including, but not limited to, Crimea, Cuba, Iran, North Korea and Syria) (each a “Sanctioned Country”), (iii) is a person or entity (“Person”) on the list of “Specially Designated Nationals and Blocked Persons” or any other Sanctions-related list, or (iv) is owned or otherwise controlled by any Person on a Sanctions-related list. 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 (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitating, is the subject or target of Sanctions, or is located, organized or resident in a Sanctioned Country, or (ii) in any other manner that will result in a violation by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise) of Sanctions.

No Conflict with Sanctions Laws. Neither None of the Company nor or any of its subsidiaries noror, to the knowledge of the Company, any director, officer, agent, employee employee, affiliate or affiliate representative of the Company or any of its subsidiaries is an individual or entity (i“Person”) is currently the subject or or, to the knowledge of the Company, target of any sanctions administered or enforced by the U.S. government (United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce or the U.S. Department of State)Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), (ii) is nor are the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or or, to the knowledge of the Company, target of Sanctions (including, but not limited to, Crimea, Cuba, Iran, North Korea Sanctions; and Syria) (each a “Sanctioned Country”), (iii) is a person or entity (“Person”) on the list of “Specially Designated Nationals and Blocked Persons” or any other Sanctions-related list, or (iv) is owned or otherwise controlled by any Person on a Sanctions-related list. The Company will not, not directly or indirectly, indirectly use the proceeds of the offeringsale of the Shares, or lend, contribute or otherwise make available such proceeds, proceeds to any subsidiarysubsidiaries, joint venture partner partners or other person (i) Person, to fund or facilitate any activities of or business with any Person Person, or in any country or territory, that, at the time of such funding or facilitatingfacilitation, is the subject or target of Sanctions, Sanctions or is located, organized or resident in a Sanctioned Country, or (ii) in any other manner that will result in a violation by any Person (including any Person participating in the offeringtransaction, whether as underwriterinitial purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person or in any country or territory that is the subject or target of Sanctions.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is the subject or 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. Treasury Department, the U.S. Department of Commerce or the U.S. Department of State), the United Nations Security Council, the European Union, Her MajestyHM’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), (ii) is located, organized or resident in a country or territory that is the subject or target of Sanctions (including, but not limited to, Crimea, Cuba, Iran, North Korea and Syria) (each a “Sanctioned Country”), (iii) is a person or entity (“Person”) on the list of “Specially Designated Nationals and Blocked Persons” or any other Sanctions-related Sanctionsrelated list, or (iv) is owned or otherwise controlled by any Person on a Sanctions-related list. 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 (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitating, is the subject or target of Sanctions, or is located, organized or resident in a Sanctioned Country, or (ii) in any other manner that will result in a violation by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise) of Sanctions.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries northe Subsidiaries, nor to the knowledge of the Company, any director, officer, agent, officer or employee or affiliate of the Company or any of its subsidiaries (i) the Subsidiaries or any agent, affiliate or representative thereof, is an individual or entity currently the subject or target of any sanctions administered or enforced by the U.S. government (United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce (“OFAC”) or the U.S. Department of State)State and including, without limitation, the designation as a “specially designated national” or “blocked person”, the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), (ii) nor is the Company or any of the Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions (including, but not limited to, Crimea, Cuba, Iran, North Korea Sanctions; and Syria) (each a “Sanctioned Country”), (iii) is a person or entity (“Person”) on the list of “Specially Designated Nationals and Blocked Persons” or any other Sanctions-related list, or (iv) is owned or otherwise controlled by any Person on a Sanctions-related list. The Company will not, not directly or indirectly, indirectly use the proceeds of the offeringsale of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds, proceeds to any subsidiarySubsidiaries, joint venture partner partners or other person (i) person, to fund or facilitate any activities of or business with any Person person, or in any country or territory, that, at the time of such funding or facilitatingfunding, is the subject of Sanctions or target of Sanctions, or is located, organized or resident in a Sanctioned Country, or (ii) in any other manner that will result in a violation by any Person (including any Person person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise) otherwise of Sanctions.