Compliance with Anti-Terrorism Orders. (a) Borrower, each member in Borrower, all beneficial owners of Borrower and, to the best of Borrower’s knowledge, all beneficial owners of any such member, are in compliance with all laws, statutes, rules and regulations of any federal, state or local governmental authority in the United States of America applicable to such Persons, including, without limitation, the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Borrower agrees to make its policies, procedures and practices regarding compliance with the Orders of any Persons who, pursuant to transfers permitted by the Mortgage, become stockholders, members, partners or other investors of Borrower available to Lender for its review and inspection during normal business hours and upon reasonable prior notice. (b) Neither Borrower or any member in Borrower nor the beneficial owner of Borrower or any such member: (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); (ii) is a Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; (iii) is owned or controlled by, nor acts for or on behalf of, any Person on the Lists or any other Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; (iv) shall transfer or permit the transfer of any interest in Borrower or any Borrower Party to any Person who is or whose beneficial owners are listed on the Lists; or (v) shall knowingly lease space in any Project to any Person who is listed on the Lists or who is engaged in illegal activities. (c) If Borrower obtains knowledge that Borrower or any of its members or their beneficial owners become listed on the Lists or are indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower shall immediately notify Lender. (d) If Borrower obtains knowledge that any tenant in any Project has become listed on the Lists or is convicted, pleads nolo contendere, indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower shall immediately notify Lender. (e) If Borrower obtains knowledge that a tenant at any Project is listed on the Lists or is convicted or pleads nolo contendere to charges related to activity prohibited in the Orders, then proceeds from the rents of such tenant shall not be used to pay Debt Service and Borrower shall provide Lender such representations and verifications as Lender shall reasonably request that such rents are not being so used. (f) If a tenant at any Project is arrested on such charges, and such charge is not dismissed within thirty (30) days thereafter, Lender may at its option notify Borrower to exclude such rents from the Debt Service payments. (g) If Borrower or any Borrower Party is listed on the Lists, no earn-out disbursements, escrow disbursements, or other disbursements under the Loan Documents shall be made and all of such funds shall be paid in accordance with the direction of a court of competent jurisdiction.
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Samples: Loan Agreement (Extra Space Storage Inc.), Loan Agreement (Extra Space Storage Inc.), Loan Agreement (Extra Space Storage Inc.)
Compliance with Anti-Terrorism Orders. Tenant (a) Borrowerrepresents and warrants to Landlord that, each member in Borroweras of the Commencement Date, the following are true, and (b) covenants to Landlord that the following shall at all beneficial owners of Borrower and, to times during the best of Borrower’s knowledge, all beneficial owners of any such member, are Term remain true:
(i) Tenant is in compliance with all laws, statutes, rules and regulations of any federal, state or local governmental authority in the United States of America applicable to such Persons, including, without limitation, the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury (“OFAC”) and in with any enabling legislation or other similar or successor Executive Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Borrower agrees to make its policies, procedures and practices regarding compliance with the Orders of any Persons who, pursuant to transfers permitted by the Mortgage, become stockholders, members, partners or other investors of Borrower available to Lender for its review and inspection during normal business hours and upon reasonable prior notice.;
(bii) Neither Borrower or any member in Borrower nor the beneficial owner of Borrower or any such memberTenant is not:
(i1) is listed Listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”);
(ii2) is a Person A person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;; or
(iii3) is owned Owned or controlled by, nor acts for or acting on behalf of, any Person person on the Lists or any other Person person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;; and
(iviii) Tenant shall transfer not:
(1) Transfer or permit the transfer of any interest in Borrower or any Borrower Party Tenant to any Person party who is or whose beneficial owners are listed on the Lists; or
(v2) shall knowingly lease space in Knowingly assign, sublet, mortgage or otherwise transfer all or any Project portion of the Premises to any Person person who is listed on the Lists or who is engaged in illegal activities.
(c) If Borrower obtains knowledge that Borrower . Should Tenant at any time after the Execution Date either suspect or any of its members or their beneficial owners become listed on the Lists or are indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower shall immediately notify Lender.
(d) If Borrower obtains obtain knowledge that any tenant in any Project has become listed on of the Lists foregoing representations, warranties or covenants is convictedor may not be true, pleads nolo contendere, indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower Tenant shall immediately notify Lender.
(e) If Borrower obtains knowledge that a tenant at any Project is listed on the Lists or is convicted or pleads nolo contendere to charges related to activity prohibited in the Orders, then proceeds from the rents provide Landlord written notice of such tenant shall not be used to pay Debt Service and Borrower same. Tenant shall provide Lender such representations copies of its policies, procedures and verifications as Lender shall reasonably request that such rents are not being so used.
(f) If a tenant at any Project is arrested on such charges, and such charge is not dismissed within thirty (30) days thereafter, Lender may at its option notify Borrower to exclude such rents from the Debt Service payments.
(g) If Borrower or any Borrower Party is listed on the Lists, no earn-out disbursements, escrow disbursements, or other disbursements under the Loan Documents shall be made and all of such funds shall be paid in accordance practices regarding compliance with the direction of a court of competent jurisdictionOrders to Landlord promptly upon Landlord’s written request for same.
Appears in 1 contract
Samples: Development Agreement
Compliance with Anti-Terrorism Orders. (a) BorrowerBorrower and each partner, each member or stockholder in Borrower, and all beneficial owners of Borrower andand any such partner, member or stockholder, are, to the best of Borrower’s 's actual knowledge, all beneficial owners of any such member, are in compliance with all laws, statutes, rules and regulations of any federal, state or local governmental authority in the United States of America applicable to such Persons, including, without limitation, the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “"Order”") and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury (“"OFAC”") and in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “"Orders”"). Borrower agrees to make its policies, procedures and practices regarding compliance with the Orders of any Persons who, pursuant to transfers permitted by the Mortgage, become stockholders, members, partners or other investors of Borrower available to Lender for its review and inspection during normal business hours and upon reasonable prior notice.
(b) Neither Borrower Borrower, any partner, member or any member stockholder in Borrower nor the beneficial owner of Borrower or any such memberpartner, member or stockholder:
(i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “"Lists”");
(ii) is a Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;
(iii) is owned or controlled by, nor acts for or on behalf of, any Person on the Lists or any other Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;
(iv) shall transfer or permit the transfer of any interest in Borrower or any Borrower Party to any Person who is or whose beneficial owners are listed on the Lists; or
(v) shall knowingly lease space in any the Project to any Person who is listed on the Lists or who is engaged in illegal activities.
(c) If Borrower obtains knowledge that Borrower or any of its partners, members or stockholders or their beneficial owners become listed on the Lists or are indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower shall immediately notify Lender.
(d) If Borrower obtains knowledge that any tenant in any the Project has become listed on the Lists or is convicted, pleads nolo contendere, indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower shall immediately notify Lender.
(e) If Borrower obtains knowledge that a tenant at any the Project is listed on the Lists or is convicted or pleads nolo contendere to charges related to activity prohibited in the Orders, then proceeds from the rents of such tenant shall not be used to pay Debt Service and Borrower shall provide Lender such representations and verifications as Lender shall reasonably request that such rents are not being so used.
(f) If a tenant at any the Project is arrested on such charges, and such charge is not dismissed within thirty (30) days thereafter, Lender may at its option notify Borrower to exclude such rents from the Debt Service payments.
(g) If Borrower or any Borrower Party is listed on the Lists, no earn-out disbursements, escrow disbursements, or other disbursements under the Loan Documents shall be made and all of such funds shall be paid in accordance with the direction of a court of competent jurisdiction.
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Compliance with Anti-Terrorism Orders. (a) Borrower, and each member officer, director and shareholder in Borrower, and all beneficial owners of Borrower andBorrower, to the best of Borrower’s knowledge, all beneficial owners of and any such memberofficer, director and shareholder, are in compliance with all laws, statutes, rules and regulations of any federal, state or local governmental authority in the United States of America applicable to such Persons, including, without limitation, the requirements of Executive Order No. 13224, 66 13224.66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Borrower agrees to make its policies, procedures and practices regarding compliance with the Orders of any Persons who, pursuant to transfers permitted by the Mortgage, who become stockholders, members, partners or other investors members of Borrower available to Lender for its review and inspection during normal business hours and upon reasonable prior notice.
(b) Neither Borrower Borrower, any officer or any member in Borrower director of Borrower, nor the beneficial owner of Borrower Borrower, or any such memberofficer or director:
(i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”);
(ii) is a Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;
(iii) is owned or controlled by, nor acts for or on behalf of, any Person on the Lists or any other Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;; or
(iv) shall transfer or permit the transfer of any interest in Borrower or any Borrower Related Party to any Person who is or whose beneficial owners are listed on the Lists; or
(v) shall knowingly lease space in any Project to any Person who is listed on the Lists or who is engaged in illegal activities.
(c) If Borrower obtains knowledge that Borrower or any of its Borrower’s members or their beneficial owners become listed on the Lists or are indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower shall immediately notify Lender.
(d) If Borrower obtains knowledge that any tenant in any Project has become listed on the Lists or is convicted, pleads nolo contendere, indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower shall immediately notify Lender.
(e) If Borrower obtains knowledge that a tenant at any Project is listed on the Lists or is convicted or pleads nolo contendere to charges related to activity prohibited in the Orders, then proceeds from the rents of such tenant shall not be used to pay Debt Service and Borrower shall provide Lender such representations and verifications as Lender shall reasonably request that such rents are not being so used.
(f) If a tenant at any Project is arrested on such charges, and such charge is not dismissed within thirty (30) days thereafter, Lender may at its option notify Borrower to exclude such rents from the Debt Service payments.
(g) If Borrower or any Borrower Party is listed on the Lists, no earn-out disbursements, escrow disbursements, funds or other disbursements under the Loan Documents shall be made and all of such funds shall be paid in accordance with the direction of a court of competent jurisdiction.
(e) If Borrower obtains knowledge that USC, any of its members or beneficial owners become listed on the Lists or are indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower shall immediately notify Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Adamis Pharmaceuticals Corp)
Compliance with Anti-Terrorism Orders. (a) BorrowerBorrower and each partner, each member or stockholder in Borrower, and all beneficial owners of Borrower and, to the best of Borrower’s knowledge, all beneficial owners of and any such memberpartner, member or stockholder, are in compliance with all laws, statutes, rules and regulations of any federal, state or local governmental authority in the United States of America applicable to such Persons, including, without limitation, the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “"Order”") and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury (“"OFAC”") and in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “"Orders”"). Borrower agrees to make its policies, procedures and practices regarding compliance with the Orders of any Persons who, pursuant to transfers permitted by the Mortgage, become stockholders, members, partners or other investors of Borrower available to Lender for its review and inspection during normal business hours and upon reasonable prior notice.
(b) Neither Borrower Borrower, any partner, member or any member stockholder in Borrower nor the beneficial owner of Borrower or any such memberpartner, member or stockholder:
(i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “"Lists”");
(ii) is a Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;
(iii) is owned or controlled by, nor acts for or on behalf of, any Person on the Lists or any other Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;
(iv) shall transfer or permit the transfer of any interest in Borrower or any Borrower Party Principal to any Person who is or whose beneficial owners are listed on the Lists; or
(v) shall knowingly lease space in any the Project to any Person who is listed on the Lists or who is engaged in illegal activities.
(c) If Borrower obtains knowledge that Borrower or any of its partners, members or stockholders or their beneficial owners become listed on the Lists or are indictedindicated, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower shall immediately notify Lender.
(d) If Borrower obtains knowledge that Tenant or any tenant in any Project under a Sublease has become listed on the Lists or is convicted, pleads nolo contendere, indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower shall immediately notify Lender.
(e) If Borrower obtains knowledge that Tenant or any tenant under a tenant at any Project Sublease is listed on the Lists or is convicted or pleads nolo contendere to charges related to activity prohibited in the Orders, then proceeds from the rents of such tenant shall not be used to pay Debt Service debt service and Borrower shall provide Lender such representations and verifications as Lender shall reasonably request that such rents are not being so used.
(f) If Tenant or any tenant under a tenant at any Project Sublease is arrested on such charges, and such charge is not dismissed within thirty (30) days thereafter, Lender may at its option notify Borrower to exclude such rents from the Debt Service debt service payments.
(g) If Borrower or any Borrower Party Principal is listed on the Lists, no earn-out disbursements, escrow disbursements, or other disbursements under the Loan Documents shall be made and all of such funds shall be paid in accordance with the direction of a court of competent jurisdiction.
Appears in 1 contract
Compliance with Anti-Terrorism Orders. (a) BorrowerBorrower and each partner, each member or stockholder in Borrower, all beneficial owners of Borrower and, to the best of Borrower’s knowledge, all beneficial owners of any such member, are in compliance with all laws, statutes, rules and regulations of any federal, state or local governmental authority in the United States of America applicable to such Persons, including, without limitation, the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Borrower agrees to make its policies, procedures and practices regarding compliance with the Orders of any Persons who, pursuant to transfers permitted by the Mortgage, become stockholders, direct members, direct partners or other direct investors of Borrower available to Lender for its review and inspection during normal business hours and upon reasonable prior notice.
(b) Neither Borrower Borrower, any partner, member or any member stockholder in Borrower nor the direct beneficial owner of Borrower or any such memberpartner, member or stockholder:
(i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”);
(ii) is a Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;
(iii) is owned or controlled by, nor acts for or on behalf of, any Person on the Lists or any other Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;
(iv) shall transfer or permit the transfer of any interest in Borrower or any Borrower Party to any Person who is or whose beneficial owners are listed on the Lists; or
(v) shall knowingly lease space in any the Project to any Person who is listed on the Lists or who is engaged in illegal activitiesLists.
(c) If Borrower obtains actual knowledge that Borrower or any of its partners, members or stockholders or their direct beneficial owners become listed on the Lists or are indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower shall immediately promptly notify Lender.
(d) If Borrower obtains knowledge that any tenant in any the Project has become listed on the Lists or is convicted, pleads nolo contendere, indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower shall immediately promptly notify Lender.
(e) If Borrower obtains knowledge that a tenant at any the Project is listed on the Lists or is convicted or pleads nolo contendere to charges related to activity prohibited in the Orders, then proceeds from the rents of such tenant shall not be used to pay Debt Service and Borrower shall provide Lender such representations and verifications as Lender shall reasonably request that such rents are not being so used.
(f) If a tenant at any the Project is arrested on such charges, and such charge is not dismissed within thirty (30) days thereafter, Lender may at its option notify Borrower to exclude such rents from the Debt Service payments.
(g) If Borrower or any Borrower Party is listed on the Lists, no earn-out disbursements, escrow disbursements, or other disbursements under the Loan Documents shall be made and all of such funds shall be paid in accordance with the direction of a court of competent jurisdiction. No Event of Default shall exist as a result of a breach of the covenants in this Section 6.15 until the expiration of notice and cure periods set forth in Section 9.4.
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