Common use of Consignee’s Representations and Warranties Clause in Contracts

Consignee’s Representations and Warranties. Consignee represents and warrants that in accordance with applicable laws and regulations intended to prevent money laundering or terrorist financing existing in the United States or any other country, including, the jurisdiction where the sale of the Work is transacted, it shall carry out necessary “know your customer” identification and verification checks on any buyer (including any party that would be considered the ultimate beneficial owner of the Buyer) and no funds used for the gross sales prices constitutes or is traceable to proceeds, or from any activity or transaction, in violation of any such laws or regulations; neither Consignee nor the Buyer (including any party that would be considered the ultimate beneficial owner of the Buyer) is a Sanctioned Person or owned or controlled by, or acting as an agent or on behalf of, a Sanctioned Person. Consignee further represents that, other than with regard to clear title and authenticity, the Work will be offered “AS IS” and it will not make any representation or warranty to a potential purchaser with respect to merchantability, fitness for a particular purpose, the physical condition, size, quality, rarity, importance, provenance, restoration, exhibitions, literature or historical relevance of the Work, and that no statement anywhere, whether oral or written, will be deemed such a representation or warranty.

Consignee’s Representations and Warranties. (a) Consignee represents and warrants that in that: (i) In accordance with applicable laws and regulations intended to prevent money laundering or terrorist financing existing in the United States or any other country, including, as well as the jurisdiction where the sale of the Work is transacted, it shall carry out necessary “know your customer” identification and verification checks on any buyer (including any party that would be considered the ultimate beneficial owner of the Buyer) and no funds used for the gross sales prices constitutes or is traceable to proceeds, or from any activity or transaction, in violation of any such laws or regulations; neither Consignee nor the Buyer (including any party that would be considered the ultimate beneficial owner of the BuyerWork); (ii) is a Sanctioned Person or owned or controlled by, or acting as an agent or on behalf of, a Sanctioned Person. Consignee further represents that, other Other than with regard to clear title and authenticity, the Work will be offered “AS IS” and it will not make any representation or warranty to a potential purchaser with respect to merchantability, fitness for a particular purpose, the physical condition, size, quality, rarity, importance, provenance, restoration, exhibitions, literature or historical relevance of the Work, and that no statement anywhere, whether oral or written, will be deemed such a representation or warranty; (iii) Receipt by Consignee of the Purchase Price for the Work from the Buyer, and payment to Masterworks of the Net Proceeds, plus any Profit Share will occur free of all liens, security interests, charges, claims, restrictions and encumbrances; and (iv) No owner, principal, or director of Consignee shall trade or otherwise transact in any security of the Work (or of the entity owning the Work) through Masterworks or any of its affiliated entities.