Common use of Office of Foreign Assets Control Clause in Contracts

Office of Foreign Assets Control. Neither the Company nor any of its subsidiaries, nor any director or officer of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is (A) currently the subject or 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. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”), (B) located, organized, or resident in a country or territory that is the subject or target of comprehensive Sanctions (a “Sanctioned Jurisdiction”), 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 (i) to fund or facilitate any activities of or business with any person that, at the time of such funding, is the subject or the target of Sanctions or with a Sanctioned Jurisdiction (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; neither the Company nor any of its subsidiaries is engaged in, or has, at any time in the past five years, engaged in, any dealings or transactions with or involving any individual or entity that was or is, as applicable, at the time of such dealing or transaction, the subject or target of Sanctions or with any Sanctioned Jurisdiction; the Company and its subsidiaries have instituted, and maintain, policies and procedures designed to promote and achieve continued compliance with Sanctions.

Office of Foreign Assets Control. Neither the Company nor any of its subsidiariesSubsidiaries, nor any director or officer of the Company or any of its subsidiaries Subsidiaries nor, to the knowledge of the Company, any agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is (A) currently the subject or 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. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”), (B) located, organized, or resident in a country or territory that is the subject or target of comprehensive Sanctions (a “Sanctioned Jurisdiction”), 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 (i) to fund or facilitate any activities of or business with any person that, at the time of such funding, is the subject or the target of Sanctions or with a Sanctioned Jurisdiction (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; neither the Company nor any of its subsidiaries Subsidiaries is engaged in, or has, at any time in the past five years, engaged in, any dealings or transactions with or involving any individual or entity that was or is, as applicable, at the time of such dealing or transaction, the subject or target of Sanctions or with any Sanctioned Jurisdiction; the Company and its subsidiaries Subsidiaries have instituted, and maintain, policies and procedures designed to promote and achieve continued compliance with Sanctions.

Office of Foreign Assets Control. Neither the Company nor any of its subsidiariesControlled Entities, nor any director or officer of the Company or any of its subsidiaries Controlled Entities nor, to the knowledge of the Company, any agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Controlled Entities is (A) currently the subject or 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. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”), (B) located, organized, or resident in a country or territory that is the subject or target of comprehensive Sanctions (a “Sanctioned Jurisdiction”), 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 (i) to fund or facilitate any activities of or business with any person that, at the time of such funding, is the subject or the target of Sanctions or with a Sanctioned Jurisdiction (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; neither the Company nor any of its subsidiaries Controlled Entities is engaged in, or has, at any time in the past five years, engaged in, any dealings or transactions with or involving any individual or entity that was or is, as applicable, at the time of such dealing or transaction, the subject or target of Sanctions or with any Sanctioned Jurisdiction; the Company and its subsidiaries Controlled Entities have instituted, and maintain, policies and procedures designed to promote and achieve continued compliance with Sanctions.

Office of Foreign Assets Control. Neither the Company nor any of its subsidiaries, subsidiaries nor any director or officer of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is (A) currently the subject or or, to the knowledge of the Company, 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. Department of the Treasury (“OFAC”), ) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, His Majesty’s Treasury”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), (B) nor is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions (a “Sanctioned JurisdictionCountry”), ; and the Company will not directly or indirectly use the proceeds of the Offering offering of the Notes hereunder, or lend, contribute or otherwise make available such 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 that, at the time of such fundingfunding or facilitation, is the subject or the target of Sanctions or with a Sanctioned Jurisdiction Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; neither the Company nor any of its subsidiaries is engaged in, or has, at any time in . For the past five yearsyears or since the Company’s or any such subsidiary’s formation, whichever is more recent, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in any dealings or transactions with or involving any individual or entity person that was or is, as applicable, at the time of such the dealing or transaction, transaction is or was the subject or the target of Sanctions or with any Sanctioned Jurisdiction; the Company and its subsidiaries have instituted, and maintain, policies and procedures designed to promote and achieve continued compliance with SanctionsCountry.

Office of Foreign Assets Control. Neither the Company nor any of its subsidiaries, nor any director or officer None of the Company or any of its subsidiaries noror, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is (A) currently the subject or the target of to any U.S. sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”), (B) located, organized, or resident in a country or territory that is the subject or target of comprehensive Sanctions (a “Sanctioned Jurisdiction”), ; and the Company will not directly or indirectly use the proceeds of the Offering hereunderoffering of the 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 (a “Sanctioned Person”). In addition, none of the Company or any of its subsidiaries or, to the knowledge of the Company, any director, officer, employee, agent or affiliate of the Company, is an individual or entity currently the subject of any sanctions administered or enforced by OFAC, the United Nations Security Council, the European Union or His Majesty’s Treasury (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, Crimea, Cuba, the so-called Donetsk People’s Republic, Iran, the so-called Luhansk People’s Republic, North Korea and Syria (each, a “Sanctioned Country”). The Company will not, directly or indirectly, use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such 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, or in any country or territory, that, at the time of such fundingfunding or facilitation, is the subject or the target of Sanctions or with a Sanctioned Jurisdiction (ii) Person or Sanctioned Country, in each case, in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as manager, underwriter, advisor, investor or otherwise) of Sanctions; neither . Since their inception, none of the Company nor or any of its subsidiaries is has knowingly engaged in, or has, at any time in the past five years, is now knowingly engaged in, any dealings or transactions with or involving any individual or entity person that was or is, as applicable, at the time of such the dealing or transaction, the subject transaction is or target of Sanctions was a Sanctioned Person or with any Sanctioned Jurisdiction; the Company and its subsidiaries have instituted, and maintain, policies and procedures designed to promote and achieve continued compliance with SanctionsCountry.

Office of Foreign Assets Control. Neither the Company Parent nor any of its subsidiaries, nor any director or officer of the Company or any of its subsidiaries nor, to the knowledge of Parent or the Company, any agentdirector, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company Parent or any of its subsidiaries is (A) currently the subject or, to the knowledge of Parent or the Company, 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. Department of the Treasury (“OFAC”), ) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, His Majesty’s Treasury”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), (B) nor is Parent or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions (a “Sanctioned JurisdictionCountry”), ; and the Company will not directly or indirectly use the proceeds of the Offering offering of the Notes hereunder, or lend, contribute or otherwise make available such 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 that, at the time of such fundingfunding or facilitation, is the subject or the target of Sanctions or with a Sanctioned Jurisdiction Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; neither the Company nor any of its subsidiaries is engaged in, or has, at any time in . For the past five yearsyears or since Parent’s or any such subsidiary’s formation, whichever is more recent, Parent and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in any dealings or transactions with or involving any individual or entity person that was or is, as applicable, at the time of such the dealing or transaction, transaction is or was the subject or the target of Sanctions or with any Sanctioned Jurisdiction; the Company and its subsidiaries have instituted, and maintain, policies and procedures designed to promote and achieve continued compliance with SanctionsCountry.