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Contract analysis / side-letter-sanctions-representations.docx
side-letter-sanctions-representations.docx
1016-00003 · 11 clauses
High · 0 Medium · 1 Standard · 0
1. Entities Screened.
1. Entities Screened. The following Dunmore group entities were screened against all applicable sanctions lists: (a) Dunmore Energy Holdings Ltd. (Cayman Islands) (b) Dunmore upstream Finance Corp. (Delaware) (c) Dunmore Nigeria E&P Ltd. (Nigeria) (d) Dunmore Gulf Operations LLC (Delaware) (e) Dunmore Renewables LLC (Delaware) (f) Dunmore Senegal S.A. (Senegal) (g) Dunmore Midstream Holdings Inc. (Delaware) (h) Dunmo
2. Sanctions Lists Screened.
2. Sanctions Lists Screened. The screening was conducted against the following sanctions lists: (a) OFAC Specially Designated Nationals and blocked Persons List (SDN List) (b) OFAC Sectoral Sanctions Identifications List (SSI List) (c) European Union Consolidated Sanctions List (d) United Kingdom Office of Financial Sanctions Implementation Consolidated List (UK OFSI List)
3. Date of Screening Completion.
3. Date of Screening Completion. The screening was completed on April 25, 2025, using the most current versions of each of the above-referenced sanctions lists available as of such date.
4. Screening Agent.
4. Screening Agent. The screening was conducted by Sandoval Compliance Solutions LLC, Rosa Medina, Lead Consultant, with principal offices at 1120 Connecticut Avenue NW, Suite 600, Washington, DC 20036.
5. Result.
5. Result. No hits were identified against any of the screened sanctions lists with respect to any screened person or entity.
6. Categories of Persons and Entities Screened.
6. Categories of Persons and Entities Screened. In addition to the Dunmore group entities identified in Paragraph 1 above, the following categories of persons and entities were screened: (a) All directors and officers of each Dunmore group entity; (b) Material counterparties of the Dunmore group, including, without limitation, the Nigerian National Petroleum Company, counterparties to joint operating agreements, prod
7. Full Report. Medium
⚑ Confidentiality undertaking
7. Full Report. The full Sanctions Screening Report, including detailed screening results, methodology, search parameters, and supporting documentation, has been delivered separately to the Initial Purchasers and their counsel on a confidential basis. This Exhibit A is a summary only and does not purport to contain all of the information set forth in the full Sanctions Screening Report. EXHIBIT B FORM OF QUARTERLY CO
1. Continued Compliance. Each Issuer and each Guarantor has complied in all material respe
1. Continued Compliance. Each Issuer and each Guarantor has complied in all material respects with the representations, warranties, and covenants set forth in the Side Letter during the Applicable Quarter. The representations and warranties set forth in Section 2 of the Side Letter remain true and correct in all material respects as of the date hereof (except to the extent any such representation or warranty expressl
2. Quarterly Screening. Quarterly sanctions screening of material counterparties and joint
2. Quarterly Screening. Quarterly sanctions screening of material counterparties and joint venture partners in the Federal Republic of Nigeria and the Republic of Senegal, consistent with the Monitoring Protocol established by Calderwood & Harkness LLP, has been completed for the Applicable Quarter. [Check one:] No positive hits were identified in the quarterly screening. Positive hit(s) were identified. A descriptio
3. Use of Proceeds. No proceeds of the Notes have been used, directly or indirectly, in vi
3. Use of Proceeds. No proceeds of the Notes have been used, directly or indirectly, in violation of Sanctions during the Applicable Quarter, and no proceeds of the Notes have been used to fund any activities or business of or with any Sanctioned Person or in any Sanctioned Country.
4. No Sanctions Developments. [Except as set forth on Annex 1 hereto,] [n]o Issuer, Guaran
4. No Sanctions Developments. [Except as set forth on Annex 1 hereto,] [n]o Issuer, Guarantor, or subsidiary thereof has, during the Applicable Quarter, (a) become a Sanctioned Person or become subject to Sanctions, (b) received any inquiry, notice, or citation from OFAC or any other sanctions authority, or (c) identified any potential violation of Sanctions in connection with its operations. The undersigned has made