Common use of Additional Compliance Representations Clause in Contracts

Additional Compliance Representations. (a) Each JZH Holdershould check the Office of Foreign Assets Control (“OFAC”) website at xxxx://xxx.xxxxx.xxx/ofac before making the following representations. Such JZH Holder represents that the amounts invested by it in the Company were not and are not directly or indirectly derived from activities that contravene United States or PRC federal, state or international laws and regulations, including anti-money laundering laws and regulations. United States federal regulations and executive orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at xxxx://xxx.xxxxx.xxx/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. (b) To the best of such JZH Holder’s knowledge, none of: (1) such JZH Holder; (2) any Person controlling or controlled by such JZH Holder; (3) if such JZH Holder is a privately-held entity, any Person having a beneficial interest in such JZH Holder; or (4) any Person for whom such JZH Holder is acting as agent or nominee in connection with this transaction is a country, territory, individual or entity named on an OFAC list, or a Person or entity prohibited under the OFAC Programs. Such JZH Holder agrees to promptly notify SolarMax should such JZH Holder become aware of any change in the information set forth in these representations. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. (c) To the best of such JZH Holder’s knowledge, none of: (1) such JZH Holder; (2) any Person controlling or controlled by such JZH Holder; (3) if such JZH Holder is a privately-held entity, any Person having a beneficial interest in such JZH Holder; or (4) any Person for whom such JZH Holder is acting as agent or nominee in connection with this investment is a senior foreign political figure,[1]or any immediate family[2]member or close associate[3] of a senior foreign political figure, as such terms are defined in the footnotes below. (d) If such JZH Holder is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if such JZH Holder receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, such JZH Holder represents and warrants that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.

Additional Compliance Representations. (a) Each JZH CZH Holdershould check the Office of Foreign Assets Control (“OFAC”) website at xxxx://xxx.xxxxx.xxx/ofac before making the following representations. Such JZH CZH Holder represents that the amounts invested by it in the Company were not and are not directly or indirectly derived from activities that contravene United States or PRC federal, state or international laws and regulations, including anti-money laundering laws and regulations. United States federal regulations and executive orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at xxxx://xxx.xxxxx.xxx/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. (b) To the best of such JZH CZH Holder’s knowledge, none of: (1) such JZH CZH Holder; (2) any Person controlling or controlled by such JZH CZH Holder; (3) if such JZH CZH Holder is a privately-held entity, any Person having a beneficial interest in such JZH CZH Holder; or (4) any Person for whom such JZH CZH Holder is acting as agent or nominee in connection with this transaction is a country, territory, individual or entity named on an OFAC list, or a Person or entity prohibited under the OFAC Programs. Such JZH CZH Holder agrees to promptly notify SolarMax should such JZH CZH Holder become aware of any change in the information set forth in these representations. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. (c) To the best of such JZH CZH Holder’s knowledge, none of: (1) such JZH CZH Holder; (2) any Person controlling or controlled by such JZH CZH Holder; (3) if such JZH CZH Holder is a privately-held entity, any Person having a beneficial interest in such JZH CZH Holder; or (4) any Person for whom such JZH CZH Holder is acting as agent or nominee in connection with this investment is a senior foreign political figure,[1]or figure,1 or any immediate family[2]member family2 member or close associate[3] associate3 of a senior foreign political figure, as such terms are defined in the footnotes below. (d) If such JZH CZH Holder is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if such JZH CZH Holder receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, such JZH CZH Holder represents and warrants that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.