Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. (i) None of Borrower, General Partner, any Guarantor, or any Person who owns any equity interest in or Controls Borrower, General Partner or any Guarantor currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower has implemented procedures, approved by General Partner, to ensure that no Person who now or hereafter owns an equity interest in Borrower or General Partner is a Prohibited Person or Controlled by a Prohibited Person, (ii) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Prohibited Persons, and (iii) none of Borrower, General Partner, or any Guarantor are in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. Notwithstanding the foregoing, with respect to the holders of shares in publicly traded corporations which hold an equity interest in Borrower, General Partner or Guarantor and which holders of shares in publicly traded corporations do not Control Borrower, General Partner or Guarantor, the representations contained in clauses (i) and (iii) of the preceding sentence are made to the knowledge of Borrower. No tenant at the Premises currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of Borrower’s knowledge, no tenant at the Premises is owned or Controlled by a Prohibited Person. Borrower has determined that Manager has implemented procedures, approved by Borrower, to ensure that no tenant at the Premises is a Prohibited Person or owned or Controlled by a Prohibited Person.
Appears in 6 contracts
Samples: Loan and Security Agreement (Ashford Hospitality Trust Inc), Loan and Security Agreement (Ashford Hospitality Trust Inc), Loan and Security Agreement (Ashford Hospitality Trust Inc)
Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. (i) None of Borrower, General Partner, any Guarantor, or any Person who owns any equity interest in or Controls Borrower, General Partner or any Guarantor currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower has implemented procedures, approved by Borrower and, if applicable, General Partner, to ensure that no Person who now or hereafter owns an equity interest in Borrower or General Partner is a Prohibited Person or Controlled by a Prohibited Person, (ii) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Prohibited Persons, and (iii) none of Borrower, General Partner, or any Guarantor are is in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. Notwithstanding the foregoing, with respect to the holders of shares in publicly traded corporations which hold an equity interest in Borrower, General Partner or Guarantor and which holders of shares in publicly traded corporations do not Control Borrower, General Partner or Guarantor, the representations contained in clauses (i) and (iii) of the preceding sentence are made to the knowledge of Borrower. No tenant at the Premises Property currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of Borrower’s knowledge, no tenant at the Premises Property is owned or Controlled by a Prohibited Person. Borrower has determined that Manager has implemented procedures, approved by Borrower, to ensure that no tenant at the Premises Property is a Prohibited Person or owned or Controlled by a Prohibited Person.
Appears in 6 contracts
Samples: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Ashford Hospitality Trust Inc), Open End Mortgage, Security Agreement, Financing Statement and Assignment of Rents (Ashford Hospitality Prime, Inc.), Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Ashford Hospitality Trust Inc)
Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. (i) None of Borrower, SPE Pledgor, General Partner, any Guarantor, or any Person who owns any equity interest in or Controls Borrower, SPE Pledgor, General Partner or any Guarantor currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower has and SPE Pledgor have implemented procedures, approved by Borrower and, if applicable, General Partner, to ensure that no Person who now or hereafter owns an equity interest in Borrower Borrower, SPE Pledgor or General Partner is a Prohibited Person or Controlled by a Prohibited Person, (ii) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Prohibited Persons, and (iii) none of Borrower, SPE Pledgor, General Partner, or any Guarantor are in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. Notwithstanding the foregoing, with respect to the holders of shares in publicly traded corporations which hold an equity interest in Borrower, General Partner or Guarantor and which holders of shares in publicly traded corporations do not Control Borrower, General Partner or Guarantor, the representations contained in clauses (i) and (iii) of the preceding sentence are made to the knowledge of Borrower. No tenant under a Space Lease at the Premises Property currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of Borrower’s knowledge, no tenant at the Premises Property is owned or Controlled by a Prohibited Person. Borrower has determined that Manager has implemented procedures, approved by Borrower, to ensure that no tenant under a Space Lease at the Premises Property is a Prohibited Person or owned or Controlled by a Prohibited Person.
Appears in 3 contracts
Samples: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.), Agreement of Consolidation and Modification of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.), Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.)
Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. (i) None of Borrower, General Partner, any Guarantor, or any Person who owns any equity interest (other than shareholders in the publicly traded stock of Gxxxx & Exxxx Company which do not individually own five percent (5%) or more of the stock thereof) in or Controls Borrower, Borrower or any General Partner or any Guarantor currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower has implemented procedures, approved by Borrower and, if applicable, General Partner, to ensure that no Person who now or hereafter owns an equity interest in Borrower or General Partner is a Prohibited Person or Controlled by a Prohibited Person, (ii) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Prohibited Persons, and (iii) none of Borrower, Borrower or General Partner, or any Guarantor are Partner is in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. Notwithstanding the foregoing, with respect to the holders of shares in publicly traded corporations which hold an equity interest in Borrower, General Partner or Guarantor and which holders of shares in publicly traded corporations do not Control Borrower, General Partner or Guarantor, the representations contained in clauses (i) and (iii) of the preceding sentence are made to the knowledge of Borrower. No tenant at the Premises Property currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of Borrower’s knowledge, no tenant at the Premises Property is owned or Controlled by a Prohibited Person. Borrower has determined that Manager has implemented procedures, approved by Borrower, to ensure that no tenant at the Premises Property is a Prohibited Person or owned or Controlled by a Prohibited Person.
Appears in 3 contracts
Samples: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Grubb & Ellis Co), Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Grubb & Ellis Co), Open End Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Grubb & Ellis Co)
Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. None of (i) None of Borrower, General PartnerSole Member, any Guarantor, or or, to Borrower’s knowledge, any Person who owns any direct or indirect equity interest (other than publicly held shares in MCC) in or Controls Borrower, General Partner Sole Member or any Guarantor currently is is, as of the date of this Agreement, identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower has implemented procedures, approved by General PartnerSole Member, to ensure that no Person who now or hereafter owns an equity interest (other than publicly held shares in MCC) in Borrower or General Partner Sole Member is a Prohibited Person or Controlled by a Prohibited Person, and (ii) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Prohibited Persons, and (iii) none of Borrower, General PartnerSole Member, or any Guarantor are in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. Notwithstanding To the foregoingbest of Borrower’s knowledge, with respect to the holders of shares in publicly traded corporations which hold an equity interest in Borrower, General Partner or Guarantor and which holders of shares in publicly traded corporations do not Control Borrower, General Partner or Guarantor, the representations contained in clauses (i) and (iii) of the preceding sentence are made to the knowledge of Borrower. No no tenant at the Premises any Project currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of Borrower’s knowledge, and (ii) no tenant at the Premises any Project is owned or Controlled Controlled, directly or indirectly, by a Prohibited Person. Borrower has determined that Manager has implemented procedures, approved by Borrower, to ensure that no tenant at the Premises any Project is a Prohibited Person or owned or Controlled by a Prohibited Person.
Appears in 2 contracts
Samples: Loan Agreement (Mack Cali Realty Corp), Loan Agreement (Mack Cali Realty L P)
Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. (i) None of Borrower, SPE Pledgor, General Partner, any Guarantor, or any Person who owns any equity interest in or Controls Borrower, SPE Pledgor, General Partner or any Guarantor currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower has and SPE Pledgor have implemented procedures, approved by General Partner, to ensure that no Person who now or hereafter owns an equity interest in Borrower Borrower, SPE Pledgor or General Partner is a Prohibited Person or Controlled by a Prohibited Person, (ii) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Prohibited Persons, and (iii) none of Borrower, SPE Pledgor, General Partner, or any Guarantor are in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. Notwithstanding the foregoing, with respect to the holders of shares in publicly traded corporations which hold an equity interest in Borrower, General Partner or Guarantor and which holders of shares in publicly traded corporations do not Control Borrower, General Partner or Guarantor, the representations contained in clauses (i) and (iii) of the preceding sentence are made to the knowledge of Borrower. No tenant under a Space Lease at the Premises Property currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of Borrower’s knowledge, no tenant at the Premises Property is owned or Controlled by a Prohibited Person. Borrower has determined that Manager has implemented procedures, approved by Borrower, to ensure that no tenant under a Space Lease at the Premises Property is a Prohibited Person or owned or Controlled by a Prohibited Person.
Appears in 2 contracts
Samples: Agreement of Consolidation and Modification of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.), Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.)
Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. (i) None of BorrowerGrantor, General Partner, any Guarantor, or any Person who owns any equity interest in or Controls BorrowerGrantor, General Partner or any Guarantor currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower Grantor has implemented procedures, approved by Grantor and, if applicable, General Partner, to ensure that no Person who now or hereafter owns an equity interest in Borrower Grantor or General Partner is a Prohibited Person or Controlled by a Prohibited Person, (ii) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Prohibited Persons, and (iii) none of BorrowerGrantor, General Partner, or any Guarantor are is in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. Notwithstanding the foregoing, with respect to the holders of shares in publicly traded corporations which hold an equity interest in Borrower, General Partner or Guarantor and which holders of shares in publicly traded corporations do not Control Borrower, General Partner or Guarantor, the representations contained in clauses (i) and (iii) of the preceding sentence are made to the knowledge of Borrower. No tenant at the Premises Property currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of BorrowerGrantor’s knowledge, no tenant at the Premises Property is owned or Controlled by a Prohibited Person. Borrower Grantor has determined that Manager has implemented procedures, approved by BorrowerGrantor, to ensure that no tenant at the Premises Property is a Prohibited Person or owned or Controlled by a Prohibited Person.
Appears in 1 contract
Samples: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (RLJ Lodging Trust)
Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. (i) None of Borrower, General Partner, any Guarantor, or any Person who owns any equity interest in or Controls Borrower, General Partner or any Guarantor currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower has implemented procedures, approved by General Partner, to ensure that no Person who now or hereafter owns an equity interest in Borrower or General Partner is a Prohibited Person or Controlled by a Prohibited Person, (ii) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Prohibited Persons, and (iii) none of Borrower, General Partner, or any Guarantor are is in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. Notwithstanding the foregoing, with respect to the holders of shares in publicly traded corporations which hold an equity interest in Borrower, General Partner or Guarantor and which holders of shares in publicly traded corporations do not Control Borrower, General Partner or Guarantor, the representations contained in clauses (i) and (iii) of the preceding sentence are made to the knowledge of Borrower. No tenant at the Premises Property currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of Borrower’s knowledge, no tenant at the Premises Property is owned or Controlled by a Prohibited Person. Borrower has determined that Manager has implemented procedures, approved by Borrower, to ensure that no determine whether a tenant at the Premises Property is a Prohibited Person or owned or Controlled by a Prohibited Person. Notwithstanding the foregoing, no representation is made hereunder with respect to owners of stock or other interests in publicly traded companies or members of any pension plans unless the failure to so apply such representations to such Persons could create any Lender Exposure.
Appears in 1 contract
Samples: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Behringer Harvard Reit I Inc)
Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. (i) None of Borrower, General Partner, any Guarantor, or any Person who owns any equity interest in or Controls Borrower, General Partner or any Guarantor currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower has implemented procedures, approved by Borrower and, if applicable, General Partner, to ensure that no Person who now or hereafter owns an equity interest in Borrower or General Partner is a Prohibited Person or Controlled by a Prohibited Person, (ii) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Prohibited Persons, and (iii) none of Borrower, General Partner, or any Guarantor are in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. Notwithstanding the foregoing, with respect to the holders of shares in publicly traded corporations which hold an equity interest in Borrower, General Partner or Guarantor and which holders of shares in publicly traded corporations do not Control Borrower, General Partner or Guarantor, the representations contained in clauses (i) and (iii) of the preceding sentence are made to the knowledge of Borrower. No tenant under a Space Lease at the Premises Property currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of Borrower’s knowledge, no tenant at the Premises Property is owned or Controlled by a Prohibited Person. Borrower has determined that Manager has implemented procedures, approved by Borrower, to ensure that no tenant under a Space Lease at the Premises Property is a Prohibited Person or owned or Controlled by a Prohibited Person.
Appears in 1 contract
Samples: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Pebblebrook Hotel Trust)
Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. (i) None of Borrower, General Partner, any Guarantor, or any Person who owns any equity interest in or Controls Borrower, General Partner or any Guarantor currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower has implemented procedures, approved by Borrower and, if applicable, General Partner, to ensure that no Person who now or hereafter owns an equity interest in Borrower or General Partner is a Prohibited Person or Controlled by a Prohibited Person, (ii) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Prohibited Persons, and (iii) none of Borrower, General Partner, or any Guarantor are is in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001of2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. Notwithstanding the foregoing, with respect to the holders of shares in publicly traded corporations which hold an equity interest in Borrower, General Partner or Guarantor and which holders of shares in publicly traded corporations do not Control Borrower, General Partner or Guarantor, the representations contained in clauses (i) and (iii) of the preceding sentence are made to the knowledge of Borrower. No tenant at the Premises Property currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of Borrower’s 's knowledge, no tenant at the Premises Property is owned or Controlled by a Prohibited Person. Borrower has determined will implement (or will ensure that Manager has implemented implements) procedures, approved by Borrower, to ensure that no tenant at the Premises Property is a Prohibited Person or owned or Controlled by a Prohibited Person.
Appears in 1 contract
Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. (i) None of Borrower, General Partner, any Guarantor, or any Person who owns any equity interest in or Controls Borrower, General Partner or any Guarantor currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower has implemented procedures, approved by General Partner, to ensure that no Person who now or hereafter owns an equity interest in Borrower or General Partner is a Prohibited Person or Controlled by a Prohibited Person, (ii) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Prohibited Persons, and (iii) none of Borrower, General Partner, or any Guarantor are in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. Notwithstanding the foregoing, with respect to the holders of shares in publicly traded corporations which hold an equity interest in Borrower, General Partner or Guarantor and which holders of shares in publicly traded corporations do not Control Borrower, General Partner or Guarantor, the representations contained in clauses (i) and (iii) of the preceding sentence are made to the knowledge of Borrower. No tenant at the Premises Property currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of Borrower’s knowledge, no tenant at the Premises Property is owned or Controlled by a Prohibited Person. Borrower Xxxxxxxx has determined that Manager has implemented procedures, approved by Borrower, to ensure that no tenant at the Premises Property is a Prohibited Person or owned or Controlled by a Prohibited Person.
Appears in 1 contract
Samples: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Maguire Properties Inc)
Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. Borrower hereby represents, warrants, covenants and agrees as follows:
(ia) None none of the Borrower Group or, to the Knowledge of Borrower, General Partner, any Guarantor, or any Person who owns any equity interest in or Controls Borrower, General Partner or any Guarantor of the foregoing currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower has implemented procedures, approved by General Partner, procedures to ensure that no Person who now or hereafter owns an any equity interest in Borrower or General Partner is a Prohibited Person or Controlled by a Prohibited Person, in each case, provided that no representation is made as to any holders of shares traded in a public market;
(ii) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Prohibited Persons, and (iiib) none of the Borrower Group or, to the Knowledge of Borrower, General Partner, any Person who owns any equity interest in or Controls any Guarantor are of the foregoing is in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, including Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-107 56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. Notwithstanding the foregoing, with respect in each case, provided that no representation is made as to the any holders of shares traded in publicly traded corporations which hold an equity interest in Borrower, General Partner a public market; and
(c) if Mortgage Borrower or Guarantor and which holders of shares in publicly traded corporations do not Control Borrower, General Partner or Guarantor, the representations contained in clauses (i) and (iii) of the preceding sentence are made to the knowledge of Borrower. No tenant Hotel Lessee enters into any Lease at the Premises currently is identified Property in accordance with the terms of this Agreement, Borrower will cause Mortgage Borrower or Hotel Lessee, as applicable (or Manager on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of Mortgage Borrower’s knowledge, no tenant at the Premises is owned or Controlled by a Prohibited Person. Borrower has determined that Manager has implemented procedures, approved by Borrower, Hotel Lessee’s behalf) to implement reasonable procedures to ensure that no tenant Tenant at the Premises Property is a Prohibited Person or owned or Controlled by a Prohibited Person, in each case, provided that no representation is made as to any holders of shares traded in a public market.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (NRI Real Token Inc.)
Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. Borrower and Hotel Lessee each hereby represents, warrants, covenants and agrees as follows:
(ia) None none of the Borrower Group or, to Borrower’s Knowledge or Hotel Lessee’s Knowledge, General Partner, any Guarantor, or any Person who owns any equity interest in or Controls Borrower, General Partner or any Guarantor of the foregoing currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower has and Hotel Lessee have each implemented procedures, approved by General Partner, procedures to ensure that no Person who now or hereafter owns an any equity interest in Borrower or General Partner Hotel Lessee is a Prohibited Person or Controlled by a Prohibited Person, in each case, provided that no representation is made as to any holders of shares traded in a public market;
(ii) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Prohibited Persons, and (iiib) none of the Borrower Group or, to Borrower’s Knowledge or Hotel Lessee’s Knowledge, General Partner, any Person who owns any equity interest in or Controls any Guarantor are of the foregoing is in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, including Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-107 56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. Notwithstanding the foregoing, with respect in each case, provided that no representation is made as to the any holders of shares traded in publicly traded corporations which hold an equity interest in Borrower, General Partner a public market; and
(c) if Borrower or Guarantor and which holders of shares in publicly traded corporations do not Control Borrower, General Partner or Guarantor, the representations contained in clauses (i) and (iii) of the preceding sentence are made to the knowledge of Borrower. No tenant Hotel Lessee enters into any Lease at the Premises currently is identified Property in accordance with the terms of this Agreement, Borrower or Hotel Lessee (or Manager on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of Borrower’s knowledge, no tenant at the Premises is owned or Controlled by a Prohibited Person. Borrower has determined that Manager has implemented procedures, approved by Borrower, Hotel Lessee’s behalf) will implement reasonable procedures to ensure that no tenant Tenant at the Premises Property is a Prohibited Person or owned or Controlled by a Prohibited Person, in each case, provided that no representation is made as to any holders of shares traded in a public market.
Appears in 1 contract
Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. None of (i) None of Borrower, General PartnerSole Member, any Guarantor, or or, to Borrower’s knowledge, any Person who owns any direct or indirect equity interest (other than publicly held shares in SLG and/or MCC) in or Controls Borrower, General Partner Sole Member or any Guarantor currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower has implemented procedures, approved by General PartnerSole Member, to ensure that no Person who now or hereafter owns an equity interest (other than publicly held shares in SLG and/or MCC) in Borrower or General Partner Sole Member is a Prohibited Person or Controlled by a Prohibited Person, and (ii) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Prohibited Persons, and (iii) none of Borrower, General PartnerSole Member, or any Guarantor are in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. Notwithstanding To the foregoingbest of Borrower’s knowledge, with respect to the holders of shares in publicly traded corporations which hold an equity interest in Borrower, General Partner or Guarantor and which holders of shares in publicly traded corporations do not Control Borrower, General Partner or Guarantor, the representations contained in clauses (i) and (iii) of the preceding sentence are made to the knowledge of Borrower. No no tenant at the Premises any Project currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of Borrower’s knowledge, and (ii) no tenant at the Premises any Project is owned or Controlled Controlled, directly or indirectly, by a Prohibited Person. Borrower has determined that Manager has implemented procedures, approved by Borrower, to ensure that no tenant at the Premises any Project is a Prohibited Person or owned or Controlled by a Prohibited Person.
Appears in 1 contract