Common use of Compliance with OFAC Sanctions Programs Clause in Contracts

Compliance with OFAC Sanctions Programs. (a) The Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding the Borrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Borrower's ability to provide information applicable to them. (c) If the Borrower obtains actual knowledge or receives any written notice that the Borrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 3 contracts

Samples: Credit Agreement (Whitestone REIT Operating Partnership, L.P.), Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT Operating Partnership, L.P.)

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Compliance with OFAC Sanctions Programs. (a) The Each Borrower and each Guarantor shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the such Borrower or such Guarantor and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Each Borrower and each Guarantor shall provide the Administrative Agent, the L/C IssuerIssuers, and the Lenders any information regarding the such Borrower, such Guarantor, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C IssuerIssuers, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the such Borrower's ’s or such Guarantor’s ability to provide information applicable to them. (c) If the General Partner, any Borrower or any Guarantor obtains actual knowledge or receives any written notice that the such Borrower, any Affiliate Affiliate, such Guarantor or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the such Borrower or such Guarantor shall promptly (i) give written notice to the Administrative Agent, the L/C IssuerIssuers, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the each Borrower and each Guarantor hereby authorizes and consents to the Administrative Agent, the L/C IssuerIssuers, and the Lenders taking any and all steps the Administrative Agent, the L/C IssuerIssuers, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 3 contracts

Samples: Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek Logistics Partners, LP)

Compliance with OFAC Sanctions Programs. (a) The Except as could reasonably be expected to not have a Material Adverse Effect, each of the Parent and the Borrower shall at all times materially comply with the requirements of all OFAC Sanctions Programs applicable to the Parent and the Borrower and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Each of the Parent and the Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any material information regarding the Parent, the Borrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Borrower's ’s ability to provide information applicable to them. (c) If the Borrower obtains actual knowledge or receives any written notice that the Parent, the Borrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 2 contracts

Samples: Credit Agreement (Smart Balance, Inc.), Credit Agreement (Smart Balance, Inc.)

Compliance with OFAC Sanctions Programs. (a) The Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in The Borrower will not directly or indirectly use the foregoing proceeds of the Loans or otherwise make available such proceeds to any Person, for the contrary, no Borrower or Guarantor shall have purpose of financing the activities of any duty Person subject to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation sanctions administered by any such shall not be a Default under this AgreementOFAC. (b) The Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding the Borrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions ProgramsPrograms and any applicable “know your customer” requirements; subject however, in the case of Affiliates, to the Borrower's ’s ability to provide information applicable to them. (c) If the Borrower obtains actual knowledge or receives any written notice that the Borrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 2 contracts

Samples: Multicurrency Credit Agreement, Credit Agreement (Jones Lang Lasalle Inc)

Compliance with OFAC Sanctions Programs. (a) The Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding the Borrower, its Affiliates, Subsidiaries and each of its Subsidiaries other Affiliates necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject subject, however, in the case of AffiliatesAffiliates (other than the Subsidiaries), to the Borrower's ’s ability to provide information applicable to them. (c) If the Borrower obtains actual knowledge or receives any written notice that the Borrower, any Affiliate Subsidiary or any Subsidiary other Affiliate of the Borrower is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws Legal Requirements with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Legal Requirements with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 2 contracts

Samples: Credit Agreement (Monmouth Real Estate Investment Corp), Credit Agreement (Monmouth Real Estate Investment Corp)

Compliance with OFAC Sanctions Programs. (a) The Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs and Anti-Corruption Laws applicable to the Borrower and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs and Anti-Corruption Laws applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor none of the Borrower, Whitestone REIT and each Material Subsidiary shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding the Borrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Borrower's ’s ability to provide information applicable to them. (c) If the Borrower obtains actual knowledge or receives any written notice that the Borrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 2 contracts

Samples: Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT)

Compliance with OFAC Sanctions Programs. (a) The Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding the Borrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Borrower's ’s ability to provide information applicable to them. (c) If the Borrower obtains actual knowledge or receives any written notice that the Borrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 2 contracts

Samples: Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT Operating Partnership, L.P.)

Compliance with OFAC Sanctions Programs. (a) The Borrower ARC REIT shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Borrower ARC REIT and shall cause Whitestone REIT the Borrower and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this AgreementPerson. (b) The Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding ARC REIT, the Borrower, its Affiliates, Subsidiaries and its Subsidiaries each of their other Affiliates necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject subject, however, in the case of AffiliatesAffiliates (other than the Subsidiaries), to the Borrower's ’s ability to provide information applicable to them. (c) If the Borrower obtains actual knowledge or receives any written notice that ARC REIT, the Borrower, any Affiliate Subsidiary or any Subsidiary other Affiliate of the Borrower is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws Legal Requirements with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Legal Requirements with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 2 contracts

Samples: Credit Agreement (American Realty Capital - Retail Centers of America, Inc.), Credit Agreement (American Realty Capital - Retail Centers of America, Inc.)

Compliance with OFAC Sanctions Programs. (a) The Except as could not reasonably be expected to have a Material Adverse Effect, each of the Parent and each Borrower shall at all times materially comply with the requirements of all OFAC Sanctions Programs applicable to the Parent and any Borrower and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Each of the Parent and each Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any material information regarding the BorrowerParent, its the Borrowers, their Affiliates, and its their respective Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Borrower's Borrowers’ ability to provide information applicable to them. (c) If the any Borrower obtains actual knowledge or receives any written notice that the Parent, any Borrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the such Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the such Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 2 contracts

Samples: Amendment Agreement (Boulder Brands, Inc.), Credit Agreement (Boulder Brands, Inc.)

Compliance with OFAC Sanctions Programs. (a) The Borrower Company shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Borrower Company and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained , in each case, the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in non-compliance with the provisions of this Section 8.13 and any violation by any such shall not which could reasonably be expected to have a Default under this AgreementMaterial Adverse Effect. (b) The Borrower Company shall provide the Administrative Agent, the L/C Issuer, and the Lenders promptly after request therefor any information regarding the BorrowerCompany, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions ProgramsPrograms and other similar laws, regulations and orders applicable to any of them; subject however, in the case of Affiliates, to the Borrower's Company’s ability to provide information applicable to them. (c) If the Borrower Company obtains actual knowledge or receives any written notice that the BorrowerCompany, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower Company shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower Company hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). The Borrower will not directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person subject to any sanctions administered by OFAC.

Appears in 2 contracts

Samples: Multicurrency Credit Agreement, Credit Agreement (Gallagher Arthur J & Co)

Compliance with OFAC Sanctions Programs. (a) The Each Borrower shall at all times comply with the requirements of all United States and Canadian export control, trade and commerce laws (including without limitation the OFAC Sanctions Programs Programs) applicable to the such Borrower and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs United States and Canadian export control, trade and commerce laws applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Each Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding the such Borrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable United States and Canadian export control, trade and commerce laws (including without limitation the OFAC Sanctions Programs); subject however, in the case of Affiliates, to the such Borrower's ’s ability to provide information applicable to them. (c) If the any Borrower obtains actual knowledge or receives any written notice that the such Borrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the such Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the United States and Canadian export control, trade and commerce laws (including without limitation the OFAC Sanctions Programs), and the each Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the United States and Canadian export control, trade and commerce laws (including without limitation the OFAC Sanctions Programs Programs) (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 1 contract

Samples: Credit Agreement (Smucker J M Co)

Compliance with OFAC Sanctions Programs. (a) The Each Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained No Borrower shall, nor shall any Borrower permit any of its Subsidiaries to, use or permit the use of any proceeds of Loans in any way that will violate the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this AgreementOFAC Sanctions Programs. (b) The Each Borrower shall provide the Administrative Agent, the L/C Issuer, Bank and the Lenders any Letter of Credit issuer any information regarding the Borrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Lenders Bank or Letter of Credit issuer to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Borrower's ’s ability to provide information applicable to them. (c) If the any Borrower obtains actual knowledge or receives any written notice that the any Borrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, Bank and the Lenders Letter of Credit issuer of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes Borrowers acknowledge that the Bank and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking Letter of Credit issuer shall take any and all steps the Administrative Agent, the L/C Issuer, or the Lenders Bank and Letter of Credit issuer deem necessary, in their sole but reasonable discretion, to avoid violation of all comply with applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 1 contract

Samples: Credit Agreement (Hub Group Inc)

Compliance with OFAC Sanctions Programs. (a) The Borrower With respect to the use of the proceeds under this Agreement, each Loan Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower such Loan Party and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Borrower Each Loan Party shall provide the Administrative Agent, the L/C Issuer, Agent and the Lenders any information regarding the BorrowerLoan Parties, its their Affiliates, and its their Subsidiaries necessary for the Administrative Agent, the L/C Issuer, Agent and the Lenders to comply with all applicable OFAC Sanctions ProgramsSanctions; subject subject, however, in the case of Affiliates, to the Borrower's such Loan Party’s ability to provide information applicable to them. (c) If the Borrower any Loan Party obtains actual knowledge or receives any written notice that the Borrowerany Loan Party, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower such Loan Party shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, Agent and the Lenders of such OFAC Event, and (ii) comply with all applicable laws Applicable Laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions ProgramsSanctions, and the Borrower hereby authorizes and consents to Loan Parties acknowledge that the Administrative Agent, the L/C Issuer, Agent and the Lenders taking shall take any and all steps the Administrative Agent, the L/C Issuer, or Agent and the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws comply with Applicable Laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) The Borrowers shall not, and shall not permit any other Subsidiary and their respective officers and employees to, directly or indirectly, use the proceeds of any Credit Event or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity that is the subject of Sanctions, or in any Designated Jurisdiction, that, at the time of such funding or use, as applicable, would be in violation of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Administrative Agent, a L/C Issuer, Swingline Lender, or otherwise) of Sanctions or Anti-Corruption Laws.

Appears in 1 contract

Samples: Credit Agreement (Hub Group, Inc.)

Compliance with OFAC Sanctions Programs. (a) The Each Borrower and each Guarantor shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the such Borrower or such Guarantor and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Each Borrower and each Guarantor shall provide the Administrative Agent, the L/C IssuerIssuers, and the Lenders any information regarding the such Borrower, such Guarantor, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C IssuerIssuers, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the such Borrower's ’s or such Guarantor’s ability to provide information applicable to them. (c) If the General Partner, any Borrower or any Guarantor obtains actual knowledge or receives any written notice that the such Borrower, any Affiliate Affiliate, such Guarantor or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the such Borrower or such Guarantor shall promptly (i) give written notice to the Administrative Agent, the L/C IssuerIssuers, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the each Borrower and each Guarantor hereby authorizes and consents to the Administrative Agent, the L/C IssuerIssuers, and the Lenders taking any and all steps the Administrative Agent, the L/C IssuerIssuers, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Borrower shall use any proceeds of the Loans to (and no Borrower shall request any Letter of Credit, the proceeds of which, to the knowledge of the General Partner, the Borrowers and the Guarantors, will be used to) finance or otherwise fund, directly or indirectly, any activity or business with or related to any Person on the OFAC SDN List or any Sanctioned Country or in any other manner that will result in a violation of the OFAC Sanctions Program.

Appears in 1 contract

Samples: Credit Agreement (Delek Logistics Partners, LP)

Compliance with OFAC Sanctions Programs. (a) The Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing herein to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of a Borrower or shareholder stockholder of Whitestone Trade Street REIT is in compliance with the provisions of this Section 8.13 and any violation by any such unit holder or stockholder shall not be a Default under this Agreement. (b) The Borrower shall provide the Administrative Agent, the L/C Issuer, Agent and the Lenders any information regarding the Borrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Borrower's ’s ability to provide information applicable to them. (c) If the Borrower obtains actual knowledge or receives any written notice that the Borrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, Agent and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, Agent and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 1 contract

Samples: Credit Agreement (Trade Street Residential, Inc.)

Compliance with OFAC Sanctions Programs. (a) The Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding the Borrower, its Affiliates, Subsidiaries and its Subsidiaries other Affiliates necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject subject, however, in the case of AffiliatesAffiliates (other than the Subsidiaries), to the Borrower's ’s ability to provide information applicable to them. (c) If the Borrower obtains actual knowledge or receives any written notice that the Borrower, any Affiliate Subsidiary or any Subsidiary other Affiliate of the Borrower is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws Legal Requirements with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Legal Requirements with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 1 contract

Samples: Credit Agreement (Umh Properties, Inc.)

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Compliance with OFAC Sanctions Programs. (a) The Each of Holdings, the Parent, the Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to Holdings, the Parent, the Borrower and shall cause Whitestone REIT and each of its the Borrower Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Borrower Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Each of Holdings, the Parent, the Borrower shall provide the Administrative Agent, the L/C Issuer, Agent and the Lenders any information regarding Holdings, the Parent, the Borrower, its their Affiliates, and its the Borrower Subsidiaries necessary for the Administrative Agent, the L/C Issuer, Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Borrower's ability to provide information applicable to them. (c) If any of Holdings, the Parent or the Borrower obtains actual knowledge or receives any written notice that any of Holdings, the Parent or the Borrower, any Affiliate or any Borrower Subsidiary is named on the then current OFAC SDN List (such occurrence, an "OFAC Event"), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, Agent and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and Holdings, the Parent and the Borrower hereby authorizes authorize and consents consent to the Administrative Agent, the L/C Issuer, Agent and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 1 contract

Samples: Credit Agreement (International Assets Holding Corp)

Compliance with OFAC Sanctions Programs. (a) The Borrower and each Guarantor shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Borrower or such Guarantor and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Borrower and each Guarantor shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding the Borrower, such Guarantor, its Affiliates, and its Subsidiaries necessary for requested by the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Borrower's ’s or such Guarantor’s ability to provide information applicable to them. (c) If the Borrower or any Guarantor obtains actual knowledge or receives any written notice that the Borrower, any Affiliate Affiliate, such Guarantor, or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower or such Guarantor shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 1 contract

Samples: Credit Agreement (American CyberSystems Inc)

Compliance with OFAC Sanctions Programs. (a) The Borrower With respect to the use of the proceeds under this Agreement, each Loan Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower such Loan Party and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Borrower Each Loan Party shall provide the Administrative Agent, the L/C Issuer, Agent and the Lenders any information regarding the BorrowerLoan Parties, its their Affiliates, and its their Subsidiaries necessary for the Administrative Agent, the L/C Issuer, Agent and the Lenders to comply with all applicable OFAC Sanctions ProgramsSanctions; subject subject, however, in the case of Affiliates, to the Borrower's such Loan Party’s ability to provide information applicable to them. (c) If the Borrower any Loan Party obtains actual knowledge or receives any written notice that the Borrowerany Loan Party, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower such Loan Party shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, Agent and the Lenders of such OFAC Event, and (ii) comply with all applicable laws Applicable Laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions ProgramsSanctions, and the Borrower hereby authorizes and consents to Loan Parties acknowledge that the Administrative Agent, the L/C Issuer, Agent and the Lenders taking shall take any and all steps the Administrative Agent, the L/C Issuer, or Agent and the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws comply with Applicable Laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) The Borrower shall not, and shall not permit any other Subsidiary and their respective officers and employees to, directly or, to its knowledge, indirectly, use the proceeds of any Credit Event or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity that is the subject of Sanctions, or in any Designated Jurisdiction, that, at the time of such funding or use, as applicable, would be in violation of Sanctions.

Appears in 1 contract

Samples: Credit Agreement (Hub Group, Inc.)

Compliance with OFAC Sanctions Programs. (a) The Each of Holdings and the Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to Holdings or the Borrower and shall cause Whitestone REIT and each of its the Borrower Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Borrower Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Each of Holdings and the Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding Holdings, the Borrower, its and the Borrower's Affiliates, and its the Borrower Subsidiaries necessary for the Administrative Agent, the L/C Issuer, Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Borrower's ability to provide information applicable to them. (c) If any of Holdings or the Borrower obtains actual knowledge or receives any written notice that any of Holdings or the Borrower, any Affiliate of the Borrower or any Borrower Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, Agent and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and Holdings and the Borrower hereby authorizes authorize and consents consent to the Administrative Agent, the L/C Issuer, Agent and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 1 contract

Samples: Credit Agreement (Intl Fcstone Inc.)

Compliance with OFAC Sanctions Programs. (a) The Each of the Borrower and HAI shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Borrower or HAI and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in non-compliance with the provisions of this Section 8.13 and any violation by any such shall not which could reasonably be expected to have a Default under this AgreementMaterial Adverse Effect. (b) The Each of the Borrower and HAI shall provide the Administrative AgentAgents, the L/C Issuer, and the Lenders any information regarding HAI, the Borrower, its their Affiliates, and its their Subsidiaries necessary for to the Administrative extent reasonably requested by any Agent, the L/C Issuer, and the Lenders or Lender to permit such Agent, L/C Issuer or Lender to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Borrower's ’s ability to provide information applicable to them. (c) If the Borrower or HAI obtains actual knowledge or receives any written notice that HAI, the Borrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative AgentAgents, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, non-compliance with which could reasonably be expected to have a Material Adverse Effect, and each of the Borrower and HAI hereby authorizes and consents to the Administrative each Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative such Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 1 contract

Samples: Credit Agreement (Hewitt Associates Inc)

Compliance with OFAC Sanctions Programs. and Anti-Corruption Laws. (a) The Borrower AF REIT shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to AF REIT and shall cause the Borrower and each of the Subsidiaries to, and shall use commercially reasonable efforts to cause Whitestone REIT and each of its Subsidiaries to Unconsolidated Affiliates to, comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this AgreementPerson. (b) The Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding AF REIT, the Borrower, its their Subsidiaries, the Unconsolidated Affiliates, and its Subsidiaries each of their other Affiliates necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject subject, however, in the case of AffiliatesAffiliates (other than the Subsidiaries), to the Borrower's ’s ability to provide information applicable to them. (c) If the Borrower obtains actual knowledge or receives any written notice that AF REIT, the Borrower, any Affiliate Subsidiary, any Unconsolidated Affiliate, or any Subsidiary officer, director or Affiliate thereof or that any Person that owns or controls any such Person is named on the then current target of any OFAC SDN List Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws Legal Requirements with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List target person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Legal Requirements with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) AF REIT shall not, nor shall it permit the Borrower or any Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates not to, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Revolving Credit, or lend, contribute or otherwise make available such proceeds to any other Person, to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, except to the extent permissible for a Person required to comply with any OFAC Sanctions Programs. (e) AF REIT shall not, nor shall it permit the Borrower or any Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates not to, violate any Anti Corruption Law in any material respect. (f) AF REIT shall, and shall cause the Borrower and each of its Subsidiaries to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates to, maintain in effect policies and procedures designed to ensure compliance in all material respects by AF REIT, the Borrower, each of their Subsidiaries, and each of their Unconsolidated Affiliates, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws.

Appears in 1 contract

Samples: Credit Agreement (American Finance Trust, Inc)

Compliance with OFAC Sanctions Programs. (a) The Borrower Each Transaction Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Borrower such Transaction Party and shall cause Whitestone REIT and each of its Subsidiaries to comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (bi) The Borrower Each Transaction Party shall provide the Administrative Agent, the L/C Issuer, Prudential and the Lenders Purchasers any information regarding the BorrowerTransaction Parties, its their Affiliates, and its their Subsidiaries necessary for the Administrative Agent, the L/C Issuer, Prudential and the Lenders Purchasers to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Borrower's such Transaction Party’s ability to provide information applicable to them. (cii) If the Borrower any Transaction Party obtains actual knowledge or receives any written notice that the Borrowerany Transaction Party, any Affiliate Subsidiary of any Transaction Party, or any Subsidiary officer, director or Affiliate of any Transaction Party or that any Person that owns or controls any such Person is named on the then current target of any OFAC SDN List Sanctions Programs or is located, organized or resident in a country, region or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), the Borrower such Transaction Party shall promptly (iia) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders Prudential of such OFAC Event, and (iiiib) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower each Transaction Party hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders Prudential taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders Prudential deem necessary, in their its sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (iii) No Transaction Party will, directly or, to any Transaction Party’s knowledge, indirectly, use the proceeds of the proceeds of any Note, or lend, contribute or otherwise make available such proceeds to any other Person, (ia) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (iib) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Notes, whether as underwriter, lender, advisor, investor, or otherwise). (iv) No Transaction Party will, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (v) Each Transaction Party will maintain in effect policies and procedures designed to ensure compliance by the Transaction Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable OFAC Sanctions Programs and Anti-Corruption Laws.

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (Centerspace)

Compliance with OFAC Sanctions Programs. (a) The Each of Holdings and the Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to Holdings or the Borrower and shall cause Whitestone REIT and each of its the Borrower Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Borrower Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Each of Holdings and the Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding Holdings, the Borrower, its and the Borrower's Affiliates, and its the Borrower Subsidiaries necessary for the Administrative Agent, the L/C Issuer, Agent and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Borrower's ability to provide information applicable to them. (c) If any of Holdings or the Borrower obtains actual knowledge or receives any written notice that any of Holdings or the Borrower, any Affiliate of the Borrower or any Borrower Subsidiary is named on the then current OFAC SDN List (such occurrence, an "OFAC Event"), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, Agent and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and Holdings and the Borrower hereby authorizes authorize and consents consent to the Administrative Agent, the L/C Issuer, Agent and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 1 contract

Samples: Credit Agreement (International Assets Holding Corp)

Compliance with OFAC Sanctions Programs. and Anti-Corruption Laws. (a) The Borrower AF REIT shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to AF REIT and shall cause the Borrower and each of the Subsidiaries to, and shall use commercially reasonable efforts to cause Whitestone REIT and each of its Subsidiaries to Unconsolidated Affiliates to, comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this AgreementPerson. (b) The Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding AF REIT, the Borrower, its their Subsidiaries, the Unconsolidated Affiliates, and its Subsidiaries each of their other Affiliates necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject subject, however, in the case of AffiliatesAffiliates (other than the Subsidiaries), to the Borrower's ’s ability to provide information applicable to them. (c) If the Borrower obtains actual knowledge or receives any written notice that AF REIT, the Borrower, any Affiliate Subsidiary, any Unconsolidated Affiliate, or any Subsidiary officer, director or Affiliate thereof or that any Person that owns or controls any such Person is named on the then current target of any OFAC SDN List Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws Legal Requirements with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List target person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Legal Requirements with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) AF REIT shall not, nor shall it permit the Borrower or any Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates not to, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, except to the extent permissible for a Person required to comply with any OFAC Sanctions Programs. (e) AF REIT shall not, nor shall it permit the Borrower or any Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates not to, violate any Anti Corruption Law in any material respect. (f) AF REIT shall, and shall cause the Borrower and each of its Subsidiaries to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates to, maintain in effect policies and procedures designed to ensure compliance in all material respects by AF REIT, the Borrower, each of their Subsidiaries, and each of their Unconsolidated Affiliates, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws.

Appears in 1 contract

Samples: Credit Agreement (American Finance Trust, Inc)

Compliance with OFAC Sanctions Programs. (a) The Except as could reasonably be expected to not have a Material Adverse Effect, each of the Parent and each Borrower shall at all times materially comply with the requirements of all OFAC Sanctions Programs applicable to the Parent and any Borrower and shall cause Whitestone REIT and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary. Notwithstanding anything contained in the foregoing to the contrary, no Borrower or Guarantor shall have any duty to investigate or confirm that any unit holder of Borrower or shareholder of Whitestone REIT is in compliance with the provisions of this Section 8.13 and any violation by any such shall not be a Default under this Agreement. (b) The Each of the Parent and each Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any material information regarding the BorrowerParent, its the Borrowers, their Affiliates, and its their respective Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Borrower's Borrowers’ ability to provide information applicable to them. (c) If the any Borrower obtains actual knowledge or receives any written notice that the Parent, any Borrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the such Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the such Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Appears in 1 contract

Samples: Credit Agreement (Smart Balance, Inc.)

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