OFAC Requirements. Neither the Company nor, to the Company’s knowledge, Ceres Brazil, or any person acting on their behalf in connection with this Agreement, has engaged directly or indirectly in any transaction that evades or avoids, or has the purpose of evading or avoiding, or violates the requirements or prohibitions set forth in any Anti-Terrorism Law. Neither the Company nor, to the Company’s knowledge, Ceres Brazil (i) has assets in a country subject to a sanctions program identified on the list maintained by OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/programs/ or as otherwise published from time to time (“Sanctioned Countries”), (ii) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time, or (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC (“Sanctioned Person”), or (iii) derives any of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Countries. No part of the proceeds of any Convertible Note will be used or have been used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.
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Sources: Convertible Note Purchase Agreement (Ceres, Inc.), Convertible Note Purchase Agreement (Ceres, Inc.)