Sanctions Clause to be Added to the Agreements
The Counterparty recognizes that U.S. and U.N. laws or regulations may prohibit delivery of product or transhipment to restricted individuals, destinations (e.g. Russia, Iran, Syria, Sudan, Cuba, North Korea, Venezuela) or entities and The Counterparty agrees that it shall make due inquiry and not cause or permit products sold hereunder to be delivered to any such individual, destination or entity. The Counterparty shall indemnify, defend and hold Seller harmless against all costs (including, without limitation professional fees, penalties and interests), claims, damages, assessments, causes of action, judgements, fines, settlements, penalties and liabilities (joint and several), without regard to amount, to the extent arising out of, caused by or resulting from indemnifying party’s material breach of its obligations.
Each party respectively represents and warrants to the other to best of its knowledge that neither it nor any person or entity that owns or controls it or that it owns and controls is a designated target of any trade, and/or economic and/or financial sanction or sanctions (including without limitation any relevant law, regulation, order, ordinance, resolution, decree, restrictive measure or other requirement having the force of law), adopted by the U.S., E.U. (or its respective Member States), U.N., Canada, UK, Switzerland, or the country of origin of the products (collectively “Sanctions”). Each party respectively agrees and undertakes to the other that it and its agents, contractors, and representatives will fully comply with the requirements of all applicable Sanctions in the performance of this Contract.
The Counterparty represents that none of The Counterparty any of its subsidiaries or, to the knowledge of The Counterparty, any director, officer, agent, employee or affiliate of The Counterparty or any of its subsidiaries is currently the subject or the target of any applicable 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), the United Nations Security Council, the European Union, the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”), nor is The Counterparty or any of its subsidiaries located, organized, or resident in a country or territory that is the subject or target of Sanctions; and The Counterparty 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 any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or (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.
The Counterparty agrees and undertakes to Seller that the products will not be: (i) resold to; (ii) disposed of by; or (iii) transported on a vessel, or by a carrier, owned, flagged, chartered, managed or controlled by, directly or indirectly to, any country, person or entity, or for the purpose of any commercial activity, which would cause Seller or a person subject to U.S. jurisdiction to be in violation of applicable Sanctions and/or export or re-export controls. If Seller requires, The Counterparty shall provide Seller with appropriate documentation for the purposes of verifying the final destination of the products. Seller has the right to reject any restricted destination, vessel, transit route, person or entity that would cause the performance of this Contract to violate any applicable Sanctions or which would cause Seller or its agents, contractors, or representatives or a person subject to U.S. jurisdiction to be in violation of or be penalized by any applicable Sanctions.
The Counterparty further represents and warrants that it will not make payment for the products through or via such country, bank, or other entity or body or facility, as would cause Seller or a person subject to U.S. jurisdiction, directly or indirectly, to be in violation of or be penalized by any applicable Sanctions. Should payment for the products be impeded, blocked, delayed, or prevented, for longer than three business days, by reason of Sanctions or their alleged applicability, The Counterparty should make payment by alternative lawful means that do not, directly or indirectly, violate any Sanctions, (insofar as they apply or are applied or implemented by banks, governments, or other lawfully-constituted authority whatsoever).
