Common use of Anti-Money Laundering Representations, Warranties and Covenants Clause in Contracts

Anti-Money Laundering Representations, Warranties and Covenants. Investor acknowledges that the Company seeks to comply with all Applicable Laws concerning money laundering and related activities (individually and collectively, the “Anti-Money Laundering Laws”), including the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. In furtherance of the foregoing, and as a material inducement to the Company to accept the Subscription and to sell the Investor the Subscribed Tokens, the Investor hereby acknowledges, represents, warrants and covenants (as applicable) to the Company as follows: (a) To the best of the Investor’s knowledge, based upon appropriate diligence and investigation, none of the cash or property that the Investor has paid, will pay, or will otherwise contribute to the Company has been, or will be derived from, or related to, any activity that is deemed criminal under any applicable Anti-Money Laundering Laws. (b) To the best of the Investor’s knowledge, no contribution or payment by the Investor to the Company, to the extent that it is within the Investor’s control, will cause the Company to be in violation of any of applicable Anti-Money Laundering Laws. (c) Investor will provide to the Company, immediately upon request, any and all additional information regarding the Investor that the Company deems necessary to ensure compliance with all Anti-Money Laundering Laws. (d) Investor agrees that if at any time it is discovered that any of the foregoing representations are incorrect, or if otherwise required by any applicable Anti-Money Laundering Laws, the Company, or any of the officers, directors, employees and/or agents thereof, may undertake appropriate actions to ensure compliance with such Anti-Money Laundering Laws, including, but not limited to segregation and/or redemption of the Investor’s investment in the Company. 2 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws. 4 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial U.S. and non-U.S. financial transactions on behalf of the senior foreign political figure. (e) Investor agrees that the Company may release confidential information about the Investor and, if applicable, any underlying beneficial owners, to the proper authorities if the Company, in its sole discretion, determines that it is in the best interests of the Company in light of applicable Anti-Money Laundering Laws. (f) Investor agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company and/or the Offering, and that it is only on the basis of such representations and warranties that the Company may be willing to accept the Investor’s Subscription.

Appears in 2 contracts

Samples: Subscription Agreement (CERES Coin LLC), Subscription Agreement (CERES Coin LLC)

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Anti-Money Laundering Representations, Warranties and Covenants. Investor acknowledges that the Company seeks to comply with all Applicable Laws concerning money laundering and related activities (individually and collectively, the “Anti-Money Laundering Laws”), including the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. In furtherance of the foregoing, and as a material inducement to the Company to accept the Subscription and to sell the Investor the Subscribed Tokens, the Investor hereby acknowledges, represents, warrants and covenants (as applicable) to the Company as follows: (a) To the best of the Investor’s knowledge, based upon appropriate diligence and investigation, none of the cash or property (including any cryptocurrency) that the Investor has paid, will pay, or will otherwise contribute to the Company has been, or will be derived from, or related to, any activity that is deemed criminal under any applicable Anti-Money Laundering Laws. (b) To the best of the Investor’s knowledge, no contribution or payment by the Investor to the CompanyCompany (including the transfer of any cryptocurrency), to the extent that it is within the Investor’s control, will cause the Company to be in violation of any of applicable Anti-Money Laundering Laws. (c) Investor will provide to the Company, immediately upon request, any and all additional information regarding the Investor that the Company deems necessary to ensure compliance with all Anti-Money Laundering Laws. (d) Investor agrees that if at any time it is discovered that any of the foregoing representations are incorrect, or if otherwise required by any applicable Anti-Money Laundering Laws, the Company, or any of the officers, directors, employees and/or agents thereof, may undertake appropriate actions to ensure compliance with such Anti-Money Laundering Laws, including, but not limited to segregation and/or redemption of the Investor’s investment in the Company. (e) Investor agrees that the Company may release confidential information about the Investor and, if applicable, any underlying beneficial owners, to the proper authorities if the Company, in its sole discretion, determines that it is in the best interests of the Company in light of applicable Anti-Money Laundering Laws. (f) Investor agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company and/or the Offering, and that it is only on the basis of such representations and warranties that the Company may be willing to accept the Investor’s Subscription. 2 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws. 4 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial U.S. and non-U.S. financial transactions on behalf of the senior foreign political figure. (e) Investor agrees that the Company may release confidential information about the Investor and, if applicable, any underlying beneficial owners, to the proper authorities if the Company, in its sole discretion, determines that it is in the best interests of the Company in light of applicable Anti-Money Laundering Laws. (f) Investor agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company and/or the Offering, and that it is only on the basis of such representations and warranties that the Company may be willing to accept the Investor’s Subscription.

Appears in 1 contract

Samples: Subscription Agreement (CERES Coin LLC)

Anti-Money Laundering Representations, Warranties and Covenants. Investor acknowledges that the Company seeks to comply with all Applicable Laws concerning money laundering and related activities (individually and collectively, the “Anti-Money Laundering Laws”), including the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. In furtherance of the foregoing, and as a material inducement to the Company to accept the Subscription and to sell the Investor the Subscribed Tokens, the Investor hereby acknowledges, represents, warrants and covenants (as applicable) to the Company as follows: (a) To the best of the Investor’s knowledge, based upon appropriate diligence and investigation, none of the cash or property that the Investor has paid, will pay, or will otherwise contribute to the Company has been, or will be derived from, or related to, any activity that is deemed criminal under any applicable Anti-Money Laundering Laws. (b) To the best of the Investor’s knowledge, no contribution or payment by the Investor to the Company, to the extent that it is within the Investor’s control, will cause the Company to be in violation of any of applicable Anti-Money Laundering Laws. (c) Investor will provide to the Company, immediately upon request, any and all additional information regarding the Investor that the Company deems necessary to ensure compliance with all Anti-Money Laundering Laws. (d) Investor agrees that if at any time it is discovered that any of the foregoing representations are incorrect, or if otherwise required by any applicable Anti-Money Laundering Laws, the Company, or any of the officers, directors, employees and/or agents thereof, may undertake appropriate actions to ensure compliance with such Anti-Money Laundering Laws, including, but not limited to segregation and/or redemption of the Investor’s investment in the Company. 2 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws. 4 A “close associate” of a senior foreign political figure is a person Person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person Person who is in a position to conduct substantial U.S. and non-U.S. financial transactions on behalf of the senior foreign political figure. (e) Investor agrees that the Company may release confidential information about the Investor and, if applicable, any underlying beneficial owners, to the proper authorities if the Company, in its sole discretion, determines that it is in the best interests of the Company in light of applicable Anti-Money Laundering Laws. (f) Investor agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company and/or the Offering, and that it is only on the basis of such representations and warranties that the Company may be willing to accept the Investor’s Subscription.

Appears in 1 contract

Samples: Subscription Agreement (CERES Coin LLC)

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Anti-Money Laundering Representations, Warranties and Covenants. Investor acknowledges that the Company seeks to comply with all Applicable Laws applicable laws concerning money laundering and related activities (individually and collectively, the “Anti-Money Laundering Laws”), including the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. In furtherance of the foregoing, and as a material inducement to the Company to accept the Subscription and to sell the Investor the Subscribed TokensUnits, the Investor hereby acknowledges, represents, warrants and covenants (as applicable) to the Company as follows: (a) To the best of the Investor’s knowledge, based upon appropriate diligence and investigation, none of the cash or property that the Investor has paid, will pay, pay or will otherwise contribute to the Company has been, been or will be derived from, or related to, any activity that is deemed criminal under any applicable Anti-Money Laundering Laws. (b) To the best of the Investor’s knowledge, no contribution or payment by the Investor to the Company, to the extent that it is within the Investor’s control, will cause the Company to be in violation of any of applicable Anti-Money Laundering Laws. (c) Investor will provide to the Company, immediately upon request, any and all additional information regarding the Investor that the Company deems necessary to ensure compliance with all Anti-Money Laundering Laws. (d) Investor agrees that if at any time it is discovered that any of the foregoing representations are incorrect, or if otherwise required by any applicable Anti-Money Laundering Laws, the Company, or any of the officers, directors, employees and/or agents thereof, may undertake appropriate actions to ensure compliance with such Anti-Money Laundering Laws, including, but not limited to segregation and/or redemption of the Investor’s investment in the Company. 2 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws. 4 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial U.S. and non-U.S. financial transactions on behalf of the senior foreign political figure. (e) Investor agrees that the Company may release confidential information about the Investor and, if applicable, any underlying beneficial owners, to the proper authorities if the Company, in its sole discretion, determines that it is in the best interests of the Company in light of applicable Anti-Money Laundering Laws. (f) Investor agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company and/or the Offering, and that it is only on the basis of such representations and warranties that the Company may be willing to accept the Investor’s Subscription.

Appears in 1 contract

Samples: Subscription Agreement

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