Common use of No Conflict with Sanctions Laws Clause in Contracts

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer or employee of the Company or any of its subsidiaries, nor to the knowledge of the Company, any agent or affiliate of the Company or any of its subsidiaries, or benefiting in any capacity in connection with this Agreement, is currently subject to or the target of any sanctions administered or imposed by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or any similar sanctions imposed by any other governmental body to which the Company and its subsidiaries is subject (collectively, “Sanctions”), nor located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea) (each, a “Sanctioned Country”); none of the Company or any of its subsidiaries have engaged in during the past five years, are not now engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the target of Sanctions or with any Sanctioned Country; and the Company will not directly or indirectly use the proceeds of the 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 (A) to fund or facilitate any activities of or business with any person or entity, or in any country or territory, that, at the time of such funding or facilitating, is the subject of Sanctions or (B) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the offering, whether as an agent, underwriter, advisor, investor or otherwise) of Sanctions.

No Conflict with Sanctions Laws. Neither the Company No Partnership Party, nor any of its subsidiaries subsidiary, director or officer thereof, nor, to the knowledge of any of the CompanyPartnership Parties, any directoremployee, officer agent, affiliate or employee other person associated with or acting on behalf of the Company any Partnership Party or any of its subsidiaries, nor to the knowledge of the Company, any agent is an individual or affiliate of the Company or any of its subsidiariesentity (“Person”) that is, or benefiting in any capacity in connection with this Agreementis owned or controlled by a Person that is, is currently the subject to or the target of any sanctions administered or imposed enforced by the U.S. Government, Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. State Department, the U.S. Department of Commerceand including, without limitation, the U.S. Department of Statedesignation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European UnionUnion and any of its member states, Her His Majesty’s Treasury Treasury, or any similar other applicable sanctions imposed by any other governmental body to which the Company and its subsidiaries is subject laws or authority (collectively, “Sanctions”), nor are any of the Partnership Parties or any of their subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or target of Sanctions (Sanctions, including, without limitation, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, Korea and Syria and Crimea) (each, a “Sanctioned Country”); none of the Company or any of its subsidiaries have engaged in during the past five years, are not now engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the target of Sanctions or with any Sanctioned Country; and the Company Partnership will not directly or indirectly use the proceeds of the offering of the Shares hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity Person to (Ai) to fund or facilitate any activities or business of or business with any person or entity, or in any country or territory, Person that, at the time of such funding or facilitatingfacilitation, is the subject or target of any Sanctions in violation of applicable Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country in violation of applicable Sanctions or (Biii) in any other manner that will result in a violation of any Sanctions by any person or entity Person (including any person or entity Person participating in the offering, whether as an agentinitial purchaser, underwriter, advisor, investor or otherwise) ). Each Partnership Party and its subsidiaries have not engaged in, and are not now engaged in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of any Sanctions or with any Sanctioned Country, in each case except as authorized under applicable Sanctions.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries Subsidiaries (collectively, the “Entity”), nor, to the knowledge of the CompanyEntity’s knowledge, any director, officer officer, employee agent, affiliate, joint venture or employee representative of the Company Entity, is an individual or any of its subsidiaries, nor to the knowledge of the Company, any agent or affiliate of the Company or any of its subsidiariesentity (“Person”) that is, or benefiting in any capacity in connection with this Agreementis owned or controlled by, a Person that is currently (i) the subject to or the target of any sanctions administered or imposed enforced by the U.S. Governmentgovernment, including without limitation, the U.S. Department of Treasury’s Office of Foreign Assets Control or the U.S. Department of State and including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of Statedesignation as a “specially designated national” or “blocked person” (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”), Her His Majesty’s Treasury (“HMT”) or any similar other relevant sanctions imposed by any other governmental body to which the Company and its subsidiaries is subject authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is, or whose government is, is the subject or target of Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea region and the non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea, Sudan, Sudan and Syria and Crimea) (each, a “Sanctioned Country”); none of the Company or any of its subsidiaries have engaged in during the past five years. The Entity represents and covenants that it will not, are not now engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the target of Sanctions or with any Sanctioned Country; and the Company will not directly or indirectly indirectly, use the proceeds of the offering of the Shares hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity Person (A) to fund or facilitate any activities or business of or business with any person or entity, Person or in any country or territory, territory that, at the time of such funding or facilitatingfacilitation, is the subject or target of Sanctions Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any person or entity Person (including any person or entity Person participating in the offering, whether as an agentunderwriter, underwriterinitial purchaser, advisor, investor or otherwise) ). The Entity represents and covenants that it has not, to its knowledge engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of Sanctionsthe dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

No Conflict with Sanctions Laws. Neither the Company Issuer nor any of its subsidiaries subsidiaries, directors, officers or employees nor, to the knowledge of the CompanyIssuer, any directoragent, officer or employee affiliate or other person associated with or acting on behalf of the Company Issuer or any of its subsidiaries, nor to the knowledge of the Company, any agent or affiliate of the Company or any of its subsidiaries, or benefiting in any capacity in connection with this Agreement, subsidiaries is currently the subject to or the target of any sanctions administered or imposed enforced by the U.S. Government, Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department, or the U.S. Department of CommerceState and including, without limitation, the U.S. Department of Statedesignation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury Treasury, or any similar other relevant sanctions imposed by any other governmental body to which the Company and its subsidiaries is subject authority (collectively, “Sanctions”), nor is the Issuer or any of its subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or the target of Sanctions (Sanctions, including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and CrimeaKherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 (each, a “Sanctioned Country”); none of the Company or any of its subsidiaries have engaged in during the past five years, are not now engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the target of Sanctions or with any Sanctioned Country; and the Company Issuer will not directly or indirectly use the proceeds of the offering of the Shares Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (Ai) to fund or facilitate any activities of or business with any person or entity, or in any country or territory, that, at the time of such funding or facilitatingfacilitation, is the subject or the target of Sanctions Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (Biii) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the offeringtransaction, whether as an agent, underwriter, advisor, investor or otherwise) of Sanctions. For the past 5 years, the Issuer and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

No Conflict with Sanctions Laws. Neither the Company nor or any of its subsidiaries nor, to the knowledge of the CompanyCompany or the Guarantor, any director, officer or officer, agent, employee of the Company or any of its subsidiaries, nor to the knowledge of the Company, any agent or affiliate of the Company or any of its subsidiaries, or benefiting in any capacity in connection with this Agreement, subsidiaries is currently subject to or the target of any U.S. sanctions administered or imposed by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, Her His Majesty’s Treasury Treasury, or any similar other relevant sanctions imposed by any other governmental body to which the Company and its subsidiaries is subject authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea) (each, a “Sanctioned Country”); none of the Company or any of its subsidiaries have engaged in during the past five years, are not now engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the target of Sanctions or with any Sanctioned Country; and the Sanctions. The Company will not not, directly or indirectly indirectly, use the proceeds of the offering of the Shares hereunderoffering, or lend, contribute or otherwise make available such proceeds to any affiliate, subsidiary, joint venture partner or other person or entity person, (Ai) to fund or facilitate any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or entityis in the Crimea Region and the non-government controlled portions of the Kherson and the Zaporizhzhia Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Cuba, Iran, North Korea, Syria or in any other country or territory, that, at the time of such funding or facilitatingfunding, is the subject of Sanctions Sanctions, or (Bii) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the offering, whether as an agent, underwriter, advisor, investor or otherwise) of Sanctions. The undertaking made in the second sentence of this Section 1(a)(xxxiii) shall not apply if and to the extent that the expression of, or compliance with, or receipt or acceptance of, such undertaking would breach any provision of Council Regulation EC No. 2271/96, as amended from time to time, or breach any applicable implementing legislation.

No Conflict with Sanctions Laws. Neither the Company nor Company, the Operating Partnership, or any of its subsidiaries their subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any directoragent, officer or employee of the Company affiliate or any of its subsidiaries, nor to the knowledge other person associated with or acting on behalf of the Company, any agent or affiliate of the Company Operating Partnership or any of its subsidiaries, or benefiting in any capacity in connection with this Agreement, their subsidiaries is currently the subject to or the target of any sanctions administered or imposed enforced by the U.S. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department, or the U.S. Department of CommerceState and including, without limitation, the U.S. Department of Statedesignation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury Treasury, or any similar other relevant sanctions imposed by any other governmental body to which the Company and its subsidiaries is subject authority (collectively, “Sanctions”), nor is the Company, the Operating Partnership or any of their subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or the target of Sanctions (Sanctions, including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the Crimea Region of Ukraine, the non-designated controlled areas of Zaporizhzhia and Crimea) Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or in any other country or territory that is the subject of Sanctions (each, a “Sanctioned Country”); none and the Company will not directly or indirectly use the proceeds of the Company sale of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other person or entity (i) to fund or facilitate any activities of its or business with any person that, at the time of such funding or facilitation, is the subject or the target of 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 Agents, Forward Sellers, Forward Purchasers, advisor, investor or otherwise) of Sanctions. For the past ten years, the Company, the Operating Partnership and their subsidiaries have not knowingly engaged in during the past five yearsin, are not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country; and the Company will not directly or indirectly use the proceeds of the 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 (A) to fund or facilitate any activities of or business with any person or entity, or in any country or territory, that, at the time of such funding or facilitating, is the subject of Sanctions or (B) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the offering, whether as an agent, underwriter, advisor, investor or otherwise) of Sanctions.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer or officer, agent, employee of the Company or any of its subsidiaries, nor to the knowledge of the Company, any agent or affiliate of the Company or any of its subsidiaries, or benefiting subsidiaries (in any capacity in connection with this Agreement, their capacities as such) is currently the subject to or the target of any sanctions administered or imposed enforced by the U.S. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department, or the U.S. Department of CommerceState and including, without limitation, the U.S. Department of Statedesignation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury Treasury, or any similar other relevant sanctions imposed by any other governmental body to which the Company and its subsidiaries is subject authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or the target of Sanctions (Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea) Crimea (each, a “Sanctioned Country”); none and 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 that, at the time of such funding or facilitation, is the subject or the target of 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. For the past 5 years, the Company or any of and its subsidiaries have not knowingly engaged in during the past five yearsin, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country; , except to the extent then permitted for a person required to comply with Sanctions, and other than as described in item 1 of Section 4.12 and item 1 of Section 4.24(c) of the Company will not directly or indirectly use Disclosure Schedule (as defined in that certain Agreement and Plan of Merger, dated as of August 12, 2015 (the proceeds “Merger Agreement”), by and among the Company, SunGard, SunGard Capital Corp. II and certain wholly owned subsidiaries of the 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 (ACompany) to fund or facilitate any activities of or business with any person or entity, or in any country or territory, that, at the time of such funding or facilitating, is the subject of Sanctions or (B) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the offering, whether as an agent, underwriter, advisor, investor or otherwise) of SanctionsMerger Agreement.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries Subsidiaries (collectively, the “Entity”), nor, to the knowledge of the CompanyEntity’s knowledge, any director, officer officer, employee agent, affiliate, joint venture or employee representative of the Company Entity, is an individual or any of its subsidiaries, nor to the knowledge of the Company, any agent or affiliate of the Company or any of its subsidiariesentity (“Person”) that is, or benefiting in any capacity in connection with this Agreementis owned or controlled by, a Person that is currently (i) the subject to or the target of any sanctions administered or imposed enforced by the U.S. Governmentgovernment, including without limitation, the U.S. Department of Treasury’s Office of Foreign Assets Control or the U.S. Department of State and including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of Statedesignation as a “specially designated national” or “blocked person” (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”), Her His Majesty’s Treasury (“HMT”) or any similar other relevant sanctions imposed by any other governmental body to which the Company and its subsidiaries is subject authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is, or whose government is, is the subject or target of Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea region of Ukraine, Burma/Myanmar, Cuba, Iran, North Korea, Sudan, Sudan and Syria and Crimea) (each, a “Sanctioned Country”); none of the Company or any of its subsidiaries have engaged in during the past five years. The Entity represents and covenants that it will not, are not now engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the target of Sanctions or with any Sanctioned Country; and the Company will not directly or indirectly indirectly, use the proceeds of the offering of the Shares hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity Person (A) to fund or facilitate any activities or business of or business with any person or entity, Person or in any country or territory, territory that, at the time of such funding or facilitatingfacilitation, is the subject or target of Sanctions Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any person or entity Person (including any person or entity Person participating in the offering, whether as an agentunderwriter, underwriterinitial purchaser, advisor, investor or otherwise) ). The Entity represents and covenants that it has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of Sanctionsthe dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees nor, to the knowledge of the Company, any directoragent, officer or employee affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries, nor to the knowledge of the Company, any agent or affiliate of the Company or any of its subsidiaries, or benefiting in any capacity in connection with this Agreement, subsidiaries is currently the subject to or the target of any sanctions administered or imposed enforced by the U.S. Government, Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department, or the U.S. Department of CommerceState and including, without limitation, the U.S. Department of Statedesignation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury Treasury, or any similar other relevant sanctions imposed by any other governmental body to which the Company and its subsidiaries is subject authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or the target of Sanctions (Sanctions, including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria Venezuelan State-owned entities, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and CrimeaKherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 (each, a “Sanctioned Country”); none of the Company or any of its subsidiaries have engaged in during the past five years, are not now engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the target of Sanctions or with any Sanctioned Country; and the Company will not directly or indirectly use the proceeds of the offering of the Shares Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (Ai) to fund or facilitate any activities of or business with any person or entity, or in any country or territory, that, at the time of such funding or facilitatingfacilitation, is the subject or the target of Sanctions Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (Biii) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the offeringtransaction, whether as an agent, underwriter, advisor, investor or otherwise) of Sanctions. For the past 5 years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.