Common use of Executive Order Clause in Contracts

Executive Order. (a) Sellers are in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Further, Sellers covenant and agree to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Purchaser for its review and inspection during normal business hours and upon reasonable prior notice. (b) Sellers hereby represent and warrant that Sellers: (i) are not 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) are not a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (i) are not 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. (c) Sellers hereby covenant and agree that if Sellers obtain knowledge that Sellers become listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Sellers shall immediately notify Purchaser in writing, and in such event, Purchaser shall have the right to terminate this Agreement without penalty or liability to Sellers immediately upon delivery of written notice thereof to Sellers. In such event, Sellers shall return and/or cause to be returned to Purchaser the Xxxxxxx Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. The foregoing representation, warranties and covenants in this Section 9.1.5 shall not apply, relate to or otherwise encompass any owners of publicly traded shares of any affiliate of any Seller, about which Sellers make no representations, warranties or covenants.

Executive Order. (a) Sellers are Seller hereby represents and warrants that Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Further, Sellers covenant Seller covenants and agree agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Purchaser for its review and inspection during normal business hours and upon reasonable prior notice. (b) Sellers Seller hereby represent represents and warrant warrants that SellersSeller: (i) are is not 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”);; and (ii) are is not a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (i) are not 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. (c) Sellers Seller hereby covenant covenants and agree agrees that if Sellers obtain Seller obtains knowledge that Sellers become Seller becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Sellers Seller shall immediately notify Purchaser in writing, and in such event, Purchaser shall have the right to terminate this Agreement without penalty or liability to Sellers Seller immediately upon delivery of written notice thereof to SellersSeller. In such event, Sellers event the Exxxxxx Money shall return and/or cause to be returned to Purchaser the Xxxxxxx Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. The foregoing representation, warranties and covenants in this Section 9.1.5 shall not apply, relate to or otherwise encompass any owners of publicly traded shares of any affiliate of any Seller, about which Sellers make no representations, warranties or covenantsPurchaser.

Executive Order. (a) Sellers are Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Further, Sellers covenant and agree to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Purchaser for its review and inspection during normal business hours and upon reasonable prior notice. (b) Sellers hereby represent and warrant that SellersNeither Seller nor any beneficial owner of Seller: (i) are not 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) are not is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iiii) are not is owned or controlled by, nor or 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. (c) Sellers Seller hereby covenant covenants and agree agrees that if Sellers obtain Seller obtains knowledge that Sellers become Seller or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Sellers Seller shall immediately notify Purchaser in writing, and in such event, Purchaser shall have the right to terminate this Agreement Contract without penalty or liability to Sellers Seller immediately upon delivery of written notice thereof to SellersSeller. In such event, Sellers event the Xxxxxxx Money shall return and/or cause to be returned to Purchaser the Xxxxxxx Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. The foregoing representation, warranties and covenants in this Section 9.1.5 shall not apply, relate to or otherwise encompass any owners of publicly traded shares of any affiliate of any Seller, about which Sellers make no representations, warranties or covenantsPurchaser.

Executive Order. (a) Sellers are Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Further, Sellers covenant Seller covenants and agree agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Purchaser for its review and inspection during normal business hours and upon reasonable prior notice. (b) Sellers hereby represent and warrant that SellersNeither Seller nor any beneficial owner of Seller: (i) are not 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) are not is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iiii) are not is owned or controlled by, nor or 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. (c) Sellers Seller hereby covenant covenants and agree agrees that if Sellers obtain Seller obtains knowledge that Sellers become Seller or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Sellers Seller shall immediately notify Purchaser in writing, and in such event, Purchaser shall have the right to terminate this Agreement without penalty or liability to Sellers Seller immediately upon delivery of written notice thereof to SellersSeller. In such event, Sellers Seller shall return and/or cause to be returned to Purchaser the Xxxxxxx Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. The foregoing representation, warranties and covenants in this Section 9.1.5 shall not apply, relate to or otherwise encompass any owners of publicly traded shares of any affiliate of any Seller, about which Sellers make no representations, warranties or covenants.

Executive Order. (a) Sellers are Purchaser hereby represents and warrants that Purchaser is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rulesstatutes, regulations, legislation, or executive orders are collectively called the “Orders”). Further, Sellers covenant Purchaser covenants and agree agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Purchaser Seller for its review and inspection prior to Closing during normal business hours and upon reasonable prior notice. (b) Sellers Purchaser hereby represent represents and warrant warrants that SellersPurchaser: (i) are is not listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other similar list of terrorists or terrorist organizations prohibited parties 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”), and is not otherwise targeted by economic sanctions administered and enforced by OFAC; (ii) are is not a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or; (iiii) are is not owned or controlled by, nor or 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) is not in violation of any applicable anti-money laundering, anti-corruption or anti-bribery laws, rules, regulations or orders, and has policies and procedures that are reasonably designed to ensure such compliance. (c) Sellers Purchaser hereby covenant covenants and agree agrees that if Sellers obtain if, prior to Closing, Purchaser obtains knowledge that Sellers become Purchaser becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Sellers Purchaser shall immediately notify Purchaser Seller in writing, and in such event, Purchaser Seller shall have the right to terminate this Agreement without penalty or liability to Sellers Purchaser immediately upon delivery of written notice thereof to SellersPurchaser. In such event, Sellers Seller shall return and/or cause to be returned to Purchaser the Xxxxxxx Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. The foregoing representation, warranties and covenants in this Section 9.1.5 shall not apply, relate to or otherwise encompass any owners of publicly traded shares of any affiliate of any Seller, about which Sellers make no representations, warranties or covenants.

Executive Order. (a) Sellers are Seller hereby represents and warrants that Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Further, Sellers covenant and agree to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Purchaser for its review and inspection during normal business hours and upon reasonable prior notice. (b) Sellers Seller hereby represent represents and warrant warrants that Sellers:neither Seller nor any beneficial owner of Seller other than any indirect beneficial owners of Seller whom have acquired such interest by its acquisition of shares in a publicly held company listed on an Exchange (hereafter defined): (i) are not 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) are not is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iiii) are not is owned or controlled by, nor or 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. (c) Sellers Seller hereby covenant covenants and agree agrees that if Sellers obtain Seller obtains knowledge that Sellers become Seller or any of its beneficial owners (other than any indirect beneficial owners of Seller whom have acquired such interest by its acquisition of shares in a publicly held company listed on an Exchange) becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Sellers Seller shall immediately notify Purchaser in writing, and in such event, Purchaser shall have the right to terminate this Agreement without penalty or liability to Sellers Purchaser immediately upon delivery of written notice thereof to SellersSeller. In such event, Sellers the Exxxxxx Money shall return and/or cause to be returned to Purchaser the Xxxxxxx MoneyPurchaser, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. The foregoing representation, warranties and covenants in this Section 9.1.5 shall not apply, relate to or otherwise encompass any owners of publicly traded shares of any affiliate of any Seller, about which Sellers make no representations, warranties or covenants.