Executive Order. (a) Purchaser hereby represents and warrants that Purchaser is in compliance with the requirements of the Orders. Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection during normal business hours and upon reasonable prior notice. (b) Purchaser hereby represents and warrants that neither Purchaser nor any beneficial owner of Purchaser: (i) is listed on the Lists; (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iii) is owned or controlled by, 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) Purchaser hereby covenants and agrees that if Purchaser obtains knowledge that Purchaser 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, Purchaser shall immediately notify Sellers in writing, and in such event, Sellers shall have the right to terminate this Agreement without penalty or liability to Purchaser immediately upon delivery of written notice thereof to Purchaser. 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.
Appears in 2 contracts
Samples: Real Estate Sale Agreement, Real Estate Sale Agreement (Equity Commonwealth)
Executive Order. (a) Purchaser hereby represents and warrants that Purchaser is in compliance with the requirements of the Orders. Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection during normal business hours and upon reasonable prior notice.
(b) Purchaser hereby represents and warrants that neither Purchaser nor any beneficial owner of Purchaser:
(i) is listed on the Lists;
(ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or
(iii) is owned or controlled by, 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) Purchaser hereby covenants and agrees that if Purchaser obtains knowledge that Purchaser 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, Purchaser shall immediately notify Sellers Seller in writing, and in such event, Sellers Seller shall have the right to terminate this Agreement without penalty or liability to Purchaser immediately upon delivery of written notice thereof to Purchaser. 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.
Appears in 1 contract
Samples: Sale Agreement (Equity Commonwealth)
Executive Order. (a) Purchaser hereby represents and warrants that Purchaser 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, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection during normal business hours and upon reasonable prior notice.
(b) Purchaser hereby represents and warrants that neither Purchaser nor any beneficial owner of Purchaseris not:
(i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists;”); or
(ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or
(iii) is owned or controlled by, 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) Purchaser . Seller hereby covenants and agrees that if Purchaser Seller obtains knowledge that Purchaser or any of its beneficial owners becomes listed on the Lists or Seller is indicted, arraigned, or custodially custodial detained on charges involving money laundering or predicate crimes to money laundering, Purchaser Seller shall immediately notify Sellers Buyer in writing, and in such event, Sellers Buyer shall have the right to terminate this Agreement without penalty or liability to Purchaser Seller immediately upon delivery of written notice thereof to PurchaserSeller. In such event, Sellers event the Second Deposit 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 AgreementBuyer.
Appears in 1 contract
Executive Order. (a) 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 rules, regulations, legislation, or orders are collectively called the “Orders. Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection during normal business hours and upon reasonable prior notice”).
(b) Purchaser hereby represents and warrants that neither Neither Purchaser nor any beneficial owner of Purchaser:
(i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”);
(ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or
(iii) is owned or controlled by, 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) Purchaser hereby covenants and agrees that if Purchaser obtains knowledge that Purchaser 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, Purchaser shall immediately notify Sellers Seller in writing, and in such event, Sellers Seller shall have the right to terminate this Agreement Contract without penalty or liability to Purchaser immediately upon delivery of written notice thereof to Purchaser. 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 AgreementPurchaser.
Appears in 1 contract
Samples: Real Estate Sale Agreement (Behringer Harvard Reit I Inc)
Executive Order. (a) Purchaser hereby represents and warrants that Purchaser is in compliance with the requirements of the Orders. Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection during normal business hours and upon reasonable prior notice.
(b) Purchaser hereby represents and warrants that neither Purchaser nor any beneficial owner of Purchaser:, other than any indirect beneficial owners of Purchaser whom have acquired such interest by its acquisition of shares in a publicly held company listed on an Exchange (as hereafter defined):
(i) is listed on the Lists;
(ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or
(iii) is owned or controlled by, 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) Purchaser hereby covenants and agrees that if Purchaser obtains knowledge that Purchaser or any of its beneficial owners (other than any indirect beneficial owners of Purchaser 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, Purchaser shall immediately notify Sellers Seller in writing, and in such event, Sellers Seller shall have the right to terminate this Agreement without penalty or liability to Purchaser immediately upon delivery of written notice thereof to Purchaser. In such event, Sellers Seller shall return and/or cause to be returned to Purchaser the Xxxxxxx Exxxxxx 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.
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