Common use of Compliance with OFAC Clause in Contracts

Compliance with OFAC. Neither the Company or any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither the Company or Company, nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither the Company or any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf None of the Company or any of its Subsidiaries, or to the knowledge of the Company and its Subsidiaries, any of the directors, officers, agents, employees or affiliates of the Company or any of its 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 none of the Company will notor any of its Subsidiaries will, directly or indirectly, use the proceeds of the Offering hereunderoffering and sale of its Offered Securities under this Agreement, 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.

Compliance with OFAC. Neither None of the Company or any of and its Subsidiaries nor, to the Company’s knowledge, or any director, officer, agent, employee or affiliate of the Company or any of and its Subsidiaries nor, to the Company’s knowledge, or any other person acting on behalf of the Company or any of and its 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”), the United Nations Security Counsel, the European Union, Her Majesty’s Treasury or other relevant sanctions authority and the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or and any of its Subsidiaries noror, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or and any of its Subsidiaries nor, to the Company’s knowledge, or any other person acting on behalf of the Company or and any of its 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the members of the Company or any of Group and its Subsidiaries noror, to the Companymembers of the Company Group’s knowledge, any director, officer, agent, employee or affiliate of any member of the Company or any of Group and its Subsidiaries nor, to the Company’s knowledge, or any other person acting on behalf of a member of the Company or any of Group and its 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 any member of the Company Group will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company nor any of its subsidiaries nor, to the knowledge of the Company or any of its Subsidiaries nor, to the Company’s knowledgesubsidiaries, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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 neither the Company will notnor any of its subsidiaries will, directly or indirectly, use the proceeds of the Offering offering of the Offered 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, any of its Subsidiaries norsubsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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”), including without limitation, the Iran Threat Reduction and Syria Human Rights Act of 2012; and the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Shares 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, any of its Subsidiaries norsubsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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 the Company and its subsidiaries will not, not directly or indirectly, indirectly use any proceeds received by the proceeds Note Issuer from the issuance of the Offering Note or the Issuer from 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the members of the Company or any of Group and its Subsidiaries noror, to the Companymembers of the Company Group’s knowledge, any director, officer, agent, employee or affiliate of any member of the Company or any of Group and its Subsidiaries nor, to the Company’s knowledge, or any other person acting on behalf of, and with authority from, a member of the Company or any of Group and its 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 any member of the Company Group will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company nor any of its subsidiaries nor, to the knowledge of the Company or any of its Subsidiaries nor, to the Company’s knowledgesubsidiaries, any trustee, director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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 neither the Company will notnor any of its subsidiaries will, directly or indirectly, use the proceeds of the Offering offering of the Offered 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of Parent, the Company or any of its Significant Subsidiaries noror, to the Company’s knowledgeknowledge of Parent, any director, officer, agent, employee or affiliate of Parent, the Company or any of its the Significant Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its 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 the Company and the Guarantors will notnot directly or, directly or indirectlyto the knowledge of Parent, indirectly use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither the Company or any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf None of the Company or any of its Subsidiaries, or to the knowledge of the Company and its Subsidiaries, any of the directors, officers, agents, employees or affiliates of the Company or any of its 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”), ) or other related sanctions law; and none of the Company will notor any of its Subsidiaries will, directly or indirectly, use the proceeds of the Offering hereunderoffering and sale of its Offered Securities under this Agreement, 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.

Compliance with OFAC. Neither None of the Company, any of its subsidiaries (including the Guarantors) or, to the knowledge of the Company or any of its Subsidiaries nor, to the Company’s knowledgeGuarantor, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to subsidiaries (including the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, Guarantors) 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 the Company and each Guarantor will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company, any of its subsidiaries, any director of the Company or any of its Subsidiaries norsubsidiaries or any executive officer of the Company or any of its subsidiaries, or, to the Company’s knowledge, any director, other officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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 the Company will not, directly or indirectly, use the proceeds of the Offering hereunderoffering and sale of the Offered Securities, 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.

Compliance with OFAC. Neither None of the Company Company, the Guarantors or any of its Subsidiaries northeir respective subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate Affiliate of the Company Company, the Guarantors or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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 the Company and the Guarantors will not, not directly or indirectly, indirectly use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or any of and its Subsidiaries noror, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of and its Subsidiaries nor, to the Company’s knowledge, or any other person acting on behalf of the Company or any of and its 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 the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Offered 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, any of its Subsidiaries norsubsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiariessubsidiaries, 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”), nor has OFAC, to the knowledge of the Company, threatened the Company or any of its subsidiaries with such sanctions, nor are any such sanctions contemplated; and the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Shares 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, any of its Subsidiaries noror, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, or any other person acting on behalf of of, and with authority from, the Company or any of its 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, any of its Subsidiaries norsubsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate (other than an affiliate solely by reason that it is under common control with the Company) of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither the Company or Company, nor any of its Subsidiaries nor, to the Company’s 's knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s 's knowledge, any other person acting on behalf of the Company or any of its 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or any of and its Subsidiaries noror, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of and its Subsidiaries nor, to the Company’s knowledge, or any other person acting on behalf of the Company and its Subsidiaries or any of its SubsidiariesAcquisition Entity, 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither the Company or nor any of its Subsidiaries noror, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries norSubsidiaries, to the Company’s knowledge, or any other person acting on behalf of the Company or any of its 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Indirect Parent, the Company, any of its Subsidiaries northeir subsidiaries or, to the Company’s knowledgeknowledge of the Company and each of the Guarantors, any director, officer, agent, employee employee, affiliate or affiliate other person associated with or acting on behalf of the Indirect Parent, the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, their 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 the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, the Operating Partnership nor any of its Subsidiaries their subsidiaries nor, to the Company’s knowledgeknowledge of the Company or the Operating Partnership, any director, officer, agent, employee or affiliate of the Company Company, the Operating Partnership or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, their 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 the Company or the Operating Partnership will not, directly or indirectly, use the proceeds of the Offering offering of the Shares 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or any of and its Subsidiaries noror, to the Company’s knowledge, any director, officer, agent, employee employee, or affiliate of the Company or any of and its Subsidiaries nor, to the Company’s knowledge, or any other person acting on behalf of of, and with authority from, the Company or any of and its 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or and any of its Subsidiaries noror, to the Company’s 's knowledge, any director, officer, agent, employee or affiliate of the Company or and any of its Subsidiaries nor, to the Company’s knowledge, or any other person acting on behalf of the Company or and any of its 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company Company, any of its subsidiaries or, to the knowledge of the Company, LoopNet or any of its Subsidiaries nor, to the Company’s knowledge, subsidiaries or any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company subsidiaries or LoopNet or any of its Subsidiariessubsidiaries, as applicable, 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 the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Shares 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or any of and its Subsidiaries noror, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of and its Subsidiaries Subsidiaries, nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of and its 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or any of and its Subsidiaries noror, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of and its Subsidiaries nor, to the Company’s knowledge, or any other person acting on behalf of of, and with authority from, the Company or any of and its 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither the Company or Company, nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, nor any other person acting on behalf of the Company or any of its 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company nor any of its subsidiaries nor, to the knowledge of the Company or any of its Subsidiaries nor, to the Company’s knowledgesubsidiaries, any trustee, director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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 neither the Company will notnor any of its subsidiaries will, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, any of its Subsidiaries norsubsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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 the Company will not, directly or indirectly, use the proceeds of the Offering hereunderoffering of the Company Shares, if any, or the proceeds, if any, due upon settlement of the Forward Sale Agreement, 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.

Compliance with OFAC. Neither None of the Company or Company, any of its the Subsidiaries noror, to the best knowledge of the Company after due inquiry, any Drilling Partnership, or, to the best knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company Company, any of the Subsidiaries or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, Drilling Partnership 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither the Company or any of its Subsidiaries nor, to the Company’s 's knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s 's knowledge, any other person acting on behalf of the Company or any of its 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or any of its Subsidiaries norsubsidiaries or, to the knowledge of the Company’s knowledge, the Target Company or any of its subsidiaries, any director, officer, agent, employee or affiliate of the Company or Company, any of its Subsidiaries norsubsidiaries or, to the Company’s knowledge, any other person acting on behalf knowledge of the Company, the Target Company or any of and its Subsidiaries, 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 the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Offered 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, Macrovision, Gemstar, any of its Subsidiaries northeir respective subsidiaries or, to the Company’s knowledgeknowledge of the Company and the Guarantors, any director, officer, agent, employee or affiliate of the Company Company, Macrovision, Gemstar or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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 the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or any of its Subsidiaries norsubsidiaries or, to the Company’s knowledge, eBioscience or its subsidiaries, or any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person associated with or acting on behalf of the Company or any of its Subsidiariessubsidiaries, to the Company’s knowledge, eBioscience or any of its 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 the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, any of its Subsidiaries norsubsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate (other than an affiliate solely by reason that it is under common control with the Company) of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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 the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Shares 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or any of its Subsidiaries norCompany, the Acquired Companies, their subsidiaries or, to the Knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or Company, any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company Acquired Companies or any of its Subsidiaries, their 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 none of the Company, the Acquired Companies and the Company their subsidiaries will not, directly or indirectly, indirectly use the proceeds of the Offering offering of the Shares 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 the activities of any person that the Company has Knowledge of is currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or any of its and the Subsidiaries noror, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and the Subsidiaries or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of of, and with authority from, the Company or any of its and the 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, the Operating Partnership any of its Subsidiaries northeir subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company Company, the Operating Partnership or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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 neither the Company will notnor the Operating Partnership will, directly or indirectly, use the proceeds of the Offering offering of the Shares 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or nor any of its Subsidiaries nor, to the Company’s knowledge, its Joint Ventures nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate Affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, Joint Ventures 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 the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, Joint Venture, 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.

Compliance with OFAC. Neither None of the Company or Indirect Parent, the Company, any of its Subsidiaries northeir subsidiaries or, to the Company’s knowledgeknowledge of the Company and each of the Guarantors, any director, officer, agent, employee employee, affiliate or affiliate other person associated with or acting on behalf of the Indirect Parent, the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, their 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 the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or any of and its Subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of and its Subsidiaries nor, to the best of the Company’s knowledge, any other person acting on behalf of the Company or any of and its 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, any of its Subsidiaries noror, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, or any other person acting on behalf of the Company or any of its 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 the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or any of and its Subsidiaries nor, to the Company’s knowledge, or any director, officer, agent, employee or affiliate of the Company or any of and its Subsidiaries nor, to the Company’s knowledge, or any other person acting on behalf of the Company or any of and its 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”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority and the Company will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, any of its Subsidiaries norsubsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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 the Company will not, directly or indirectly, use the proceeds which may be received by the Company upon exercise of the Offering Options by the Optionholders in connection with the offering of the Shares by such Optionholders hereunder, or lend, contribute or otherwise make available any 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.

Compliance with OFAC. Neither None of the Company or Company, any of its Subsidiaries norsubsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate Affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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”)) that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering offering of the Shares 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, any of its Subsidiaries, any of the Development Subsidiaries noror, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate Affiliate of the Company or Company, any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, the Development 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 the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering offering of the Shares 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, any of its Subsidiaries norsubsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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”) or Her Majesty’s Treasury (together with OFAC, “Sanctions”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering 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, entity for the purpose of financing the activities of or business with any person person, or in any country or territory, currently subject to any U.S. sanctions administered by OFACSanctions.

Compliance with OFAC. Neither None of the Company or any of and its Subsidiaries noror, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of and its Subsidiaries nor, to the Company’s knowledge, or any other person acting on behalf of the Company or any of and its 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 the Company will not, directly or indirectly, use the proceeds of the Offering of the Public 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company Company, MPT or any of its Subsidiaries northeir respective subsidiaries or, to the Company’s knowledgeknowledge of each of the Issuers or the Guarantors, any director, officer, agent, employee or affiliate of the Company Company, MPT or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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 the Company and MPT will not, directly or indirectly, use the proceeds of the Offering 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company or Company, any of its the Subsidiaries noror, to the best knowledge of the Company after due inquiry, any Drilling Partnership, or, to the best knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company Company, any of the Subsidiaries or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, Drilling Partnership 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 the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Shares 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither None of the Company General Partner, the Partnership or any of its Subsidiaries norsubsidiaries or, to the Company’s knowledgeknowledge of the General Partner or the Partnership, any directordirector of the General Partner, officer, agent, employee or affiliate of the Company Partnership or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, 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 the Company General Partner and the Partnership will not, directly or indirectly, use the proceeds of the Offering offering of the Units 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 the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. Neither the Company or nor any of its Subsidiaries nor, to the Company’s or any of its Subsidiaries’ knowledge, any director, officer, agent, employee or affiliate of the Company Company, any Subsidiary or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its 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 the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, 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.

Compliance with OFAC. Neither None of the Company or Company, any of its Subsidiaries norsubsidiaries, directors or officers or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, subsidiaries is currently the subject to of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds from the sale of Shares hereunder or from the settlement of the Offering hereunderForward Sale Agreement and any Additional Forward Sale Agreement, as the case may be, 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 person, or in any country or territory that, at the time of such financing, is the subject to of any U.S. sanctions administered by OFACOFAC sanctions.