OFAC Matters Sample Clauses

OFAC Matters. Each of Seller and Purchaser represent, warrant and agree as follows as applicable to each of them: A. Seller and Purchaser, and all direct or to their knowledge indirect beneficial owners of Seller and Purchaser, are in compliance with all laws, statutes, orders, legislation, rules and regulations of any federal, state or local governmental authority in the United States of America applicable to such Persons (as hereinafter defined), including, without limitation, the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders in respect thereof (the Order and such other laws, statutes, rules, regulations, legislation, or orders are collectively called the “Orders”). For purposes of this subsection, “Person” shall mean any corporation, partnership, limited liability company, joint venture, individual, trust, real estate investment trust, banking association, federal or state savings and loan institution and any other legal entity, whether or not a party hereto; and B. Neither Seller nor Purchaser nor any of the direct or to their knowledge indirect beneficial owners of Seller nor Purchaser: 1. is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); 2. has been determined by competent authority to be subject to the prohibitions contained in the Orders; 3. is owned or controlled by, nor acts for or on behalf of, any Person on the Lists or any other Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;

OFAC Matters. None of Borrowers, their Subsidiaries or its Affiliates (i) is a Sanctioned Person or (ii) does business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC. The proceeds of any Loan will not be used to fund any operation in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

OFAC Matters. None of Borrower, Parent, any of their respective Subsidiaries or, to the knowledge of Borrower and Parent, respectively, any director, officer, agent, employee or affiliate of Borrower, Parent or any of their respective Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and Borrower, Parent and their respective Subsidiaries will not, directly or indirectly, use the proceeds of the Loans, 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 U.S. sanctions administered by OFAC.

OFAC Matters. No member of the Seller Group, nor any Person or entity acting on behalf of any of the foregoing, (i) is currently or has within the past five (5) years been the subject or the target of any Sanctions, (ii) is or has within the past five (5) years been located, organized or resident in a country, territory or geographical region that is itself the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, Sudan, and the Crimea region of Ukraine) or whose government is the subject or target of Sanctions, (iii) is or has within the past five (5) years been named in any Sanctions- or export-related list maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce or the U.S. Department of the Treasury, including without limitation the Specially Designated Nationals and Blocked Persons List maintained by OFAC, (iv) is or has within the past five (5) years been, otherwise, by public designation of the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other equivalent, applicable Governmental Entity, the subject or target of any Sanctions, (v) is a Person with which any United States person is prohibited from dealing or otherwise engaging in any transaction by any applicable Law or executive order, (vi) is or has within the past five (5) years been greater than 50% owned or controlled by one or more Persons described in clauses (i) through (v) or is otherwise the subject or target of Sanctions or export Laws, or (vii) conducts any business or engages in, or has conducted any business or engaged in, making or receiving any contribution of goods, services or money or any thing of value to or for the benefit of any Person, or in any country or territory that is the subject of Sanctions, other than in compliance with Sanctions. No Proceeding by or before any Governmental Entity with respect to any such Sanctions or export or import Laws is pending or, to the Knowledge of Sellers, threatened, nor is any investigation by or before any Governmental Entity involving any member of the Seller Group with respect to any such Sanctions or export or import Laws pending or threatened.

OFAC Matters. None of Borrower, any of its Subsidiaries or, to the knowledge of Borrower, any director, officer, agent, employee or affiliate of Borrower or any of its Subsidiaries is currently the subject of any Sanctions; and Borrower and its Subsidiaries will not, directly or indirectly, use the proceeds of the Loans, 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, or in any country or territory that, at the time of such financing, is the subject of any Sanctions.

OFAC Matters. (a) None of the Credit Parties or their Subsidiaries or their respective Affiliates is in violation of and shall not violate any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/ or as otherwise published from time to time. (b) None of the Credit Parties or their Subsidiaries or their respective Affiliates (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has a more than 10% of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. The proceeds of any Loan will not be used and have not been used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Entity.

OFAC Matters. (1) Neither the Company nor any of its subsidiaries (collectively, the “Entity”) or any director, officer or, to the knowledge of the Company, employee, agent or representative acting on behalf of the Entity, is an individual or entity (“Person”): (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (2) The Entity 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: (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). (3) For the past five (5) years, the Entity has not knowingly engaged in, is not now knowingly engaged in, and will not 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.

OFAC Matters. None of the Borrower, any Subsidiary of the Borrower, or any Affiliate of the Borrower or any Guarantor: (i) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control available at h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/eotffc/ofac/sdn/index.html, or as otherwise published from time to time; (ii) is (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/eotffc/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; (iii) derives more than 15% of its assets or operating income from investments in or transactions with any such country, agency, organization or person; and (iv) none of the proceeds from the loan will be used to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person.

OFAC Matters. (a) The Borrower represents that neither Borrower nor any of its Subsidiaries or any director, officer, employee, agent, controlled affiliate or representative of the Borrower or any of its Subsidiaries is a Person currently designated as the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control ("OFAC"), the United Nations Security Council, the European Union or Her Majesty’s Treasury ("HMT") (collectively, "Sanctions"), nor is the Borrower nor any of its Subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions. (b) The Borrower represents and covenants that it will not, and its Subsidiaries will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person under the Borrower's control, to fund any activities of or business with any Person under the Borrower's control, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person under the Borrower's control (including any Person participating in this Agreement, whether as underwriter, advisor, investor or otherwise) of Sanctions. (c) The officers, directors, employees and agents of the Borrower who are U.S. citizens or permanent residents or who represent an entity organized under U.S. law shall not participate in or facilitate transactions or business planning involving any Person, or any country or territory, that is the subject of sanctions administered by OFAC.