Common use of Sanctions Clause Clause in Contracts

Sanctions Clause. (a) You represent and warrant to Glencore as at the date of this Agreement and throughout its duration that: i. neither you nor any of your subsidiaries (collectively, the “Company”) or directors, senior executives or officers, or to the knowledge of the Company, any person on whose behalf the Company is acting in connection with the subject matter of the Agreement, is an individual or entity (“Person”) that is, or is 50% or more owned or controlled by, a Person (or Persons) that is the subject of any economic or financial sanctions or trade embargoes administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) the U.S. Departments of State or Commerce, the United Nations Security Council (“UNSC”), the European Union (“EU”), Switzerland or any other applicable sanctions authority (collectively, “Sanctions”) or based, organized or resident in a country or territory that is the subject of comprehensive (i.e., country-wide or territory-wide) Sanctions (including, as of the date of signature of this Agreement, Crimea, Cuba, Donetsk People’s Republic, Iran, Luhansk People’s Republic North Korea and Syria) (a "Sanctioned Country") (collectively, a "Sanctioned Person"); ii. no Sanctioned Person has any beneficial or other property interest in the Agreement nor will have any participation in or derive any other financial or economic benefit from the Agreement; iii. it will not use, or make available, the Supply or funds (as applicable) provided by Glencore in terms of the Agreement (i) to fund or facilitate any activities or business of, with or related to any Sanctioned Country or Sanctioned Person, or (ii) in any manner that would result in a violation of Sanctions, or

Sanctions Clause. (a) You represent Seller represents and warrant warrants to Glencore Buyer as at the date of this Agreement Contract and throughout its duration that: i. (a) neither you it nor any of your its subsidiaries (collectively, the “Company”) or directors, senior executives or officers, or to the knowledge of the Company, any person on whose behalf the Company is acting in connection with the subject matter of the AgreementContract, is an individual or entity (“Person”) that is, or is 50% or more owned or controlled by, a Person (or Persons) that is the subject of any economic or financial sanctions or trade embargoes administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) the U.S. Departments of State or Commerce, the United Nations Security Council (“UNSC”), the European Union (“EU”), Switzerland or any other applicable sanctions authority (collectively, “Sanctions”) or based, organized or resident in a country or territory that is the subject of comprehensive (i.e., country-wide or territory-wide) Sanctions (including, as of the date of signature of this AgreementContract, Crimea, Cuba, Donetsk People’s Republic, Iran, Luhansk People’s Republic Republic, North Korea and Syria) (a "Sanctioned Country") (collectively, a "Sanctioned Person"); ii. (b) no Sanctioned Person has any beneficial or other property interest in the Agreement Contract nor will have any participation in or derive any other financial or economic benefit from the Agreement;Contract; and iii. (c) it will not use, or make available, the Supply Material or funds (as applicable) provided by Glencore Buyer in terms of the Agreement Contract (i) to fund or facilitate any activities or business of, with or related to any Sanctioned Country or Sanctioned Person, or (ii) in any manner that would result in a violation of Sanctions , or (iii) for any activities or business that could result in the designation of Glencore as a Sanctioned Person (“Sanctionable Activity”); and GLENCORE Contract No. 101-22-12153-▇ ▇▇▇▇ 32/35 (d) the Material has not originated or come from or through any Sanctioned Country and shall procure that the Material will not in future come from or through any Sanctioned Country. Seller will not be in breach of this clause in respect of a Sanctioned Person where the relevant Sanctions are exclusively sectoral sanctions, meaning any Sanctions that do not freeze or block the assets and/or economic resources of a person or comprehensively freeze or block making available funds or economic resources to such person, but merely restrict the ability of certain individuals or entities to access financing or export or import equipment, goods, technology or services, including, for the, avoidance of doubt, the Sanctions imposed under the Sectoral Sanctions Identification List maintained by OFAC (“Sectoral Sanctions”) and where the relevant activity or business is permitted by those Sectoral Sanctions. If the Seller becomes a Sanctioned Person or if Buyer is of the reasonable opinion that the Seller has breached or will breach this clause, orBuyer may (without incurring any liability of any nature whatsoever) terminate or suspend all or any part of the Contract with immediate effect by notice to the Seller or take any other action it deems necessary in order for Buyer to comply with applicable Sanctions or avoid Sanctionable Activity. The Seller shall be liable for any and all costs, liabilities and expenses whatsoever incurred by Buyer due to Buyer exercising its rights under this clause. Any exercise by Buyer of its right under this clause shall be without prejudice to any other rights or remedies of Buyer under the Contract.

Sanctions Clause. (a) You represent Each Party represents and warrant warrants to Glencore the other Party as at the date of this Agreement Master Offtake Agreement, the date of each Subject Purchase Agreement, and throughout its the duration of each such agreement that: i. (a) neither you it nor any of your its subsidiaries (collectively, the “Company”) or directors, senior executives or officers, or to the knowledge of the Company, any person on whose behalf the Company is acting in connection with the subject matter of the Agreementsuch agreement, is an individual or entity (“”Person”) that is, or is 50% or more owned or controlled by, a Person (or Persons) that is the subject of any economic or financial sanctions or trade embargoes administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) the U.S. Departments of State or Commerce, the United Nations Security Council (“UNSC”), the European Union (“EU”), Switzerland or any other applicable sanctions authority (collectively, “Sanctions”) or based, organized or resident in a country or territory that is the subject of comprehensive (i.e., country-wide or territory-wide) Sanctions (including, as of the date of signature of this Master Offtake Agreement, Crimea, Cuba, Donetsk People’s Republic, Iran, Luhansk People’s Republic Donetsk, North Korea Korea, Luhansk, and Syria) (a "“Sanctioned Country"”) (collectively, a "“Sanctioned Person"”); ii. (b) no Sanctioned Person has any beneficial or other property interest in the Agreement such agreement nor will have any participation in or derive any other financial or economic benefit from the Agreement;such agreement; and iii. (c) it will not use, or make available, the Supply Products or funds (as applicable) provided by Glencore in terms of the Agreement other Party under such agreement (i) to fund or facilitate any activities or business of, with or related to any Sanctioned Country or Sanctioned Person, or (ii) in any manner that would result in a violation of Sanctions, oror (iii) for any activities or business that could result in the designation of the other Party as a Sanctioned Person (“Sanctionable Activity”). A Party will not be in breach of this clause in respect of a Sanctioned Person where the relevant Sanctions are exclusively sectoral sanctions, meaning any Sanctions that do not freeze or block the assets and/or economic resources of a person or comprehensively freeze or block making available funds or economic resources to such person, but merely restrict the ability of certain individuals or entities to access financing or export or import equipment, goods, technology or services, including, for the, avoidance of doubt, the Sanctions imposed under the Sectoral Sanctions Identification List maintained by OFAC (“Sectoral Sanctions”) and where the relevant activity or business is permitted by those Sectoral Sanctions. If a Party becomes a Sanctioned Person or if a Party has breached or will breach this clause (the “Defaulting Party”), the other party (the “Non-Defaulting Party”) may (without incurring any liability of any nature whatsoever) terminate or suspend all or any part of this Master Offtake Agreement and each Subject Purchase Agreement with immediate effect by notice to the Defaulting Party or take any other action it deems necessary in order for the Non-Defaulting Party to comply with applicable Sanctions or avoid Sanctionable Activity. The Defaulting Party shall be liable for any and all direct costs, liabilities and expenses whatsoever incurred by the Non-Defaulting Party due to the Non-Defaulting Party exercising its rights under this clause. Any exercise by the Non-Defaulting Party of its right under this clause shall be without prejudice to any other rights or remedies of the Non-Defaulting Party under this Master Offtake Agreement or any Subject Purchase Agreement. In addition, neither Party shall be obliged to perform any obligation required by this Master Offtake Agreement or any Subject Purchase Agreement if to do so would result in a violation of, or be inconsistent with, any Sanctions, or expose that Party to the risk of being designated as a Sanctioned Person.