Common use of OFAC Compliance Clause in Contracts

OFAC Compliance. Tenant represents, warrants and covenants to Landlord that (i) neither Tenant nor any of its partners, members, principal stockholders or any other constituent entity either in control of the operation or management of Tenant or having a controlling financial interest in Tenant has been or will be designated or named as a terrorist, a “Specially Designated and Blocked Person,” or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control or on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, xxxx://xxx.xxxxx.xxx/ofac/t11 or at any replacement website or other replacement official publication of such list (such list, or any such replacement official publication of such list, the “OFAC List”), or by any Executive Order or the United States Treasury Department; and (ii) Tenant has not engaged, and will not engage, in this transaction, directly or indirectly, on behalf of, or instigating or facilitating, and will not instigate or facilitate, this transaction, directly or indirectly, on behalf of, any such person, group, entity or nation. A breach of any Tenant representation, warranty and covenant contained in this Section shall be an immediate and material Default of Tenant under this Lease without notice or cure rights. Tenant hereby agrees to defend, indemnify and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from or related to Tenant’s breach of any of the foregoing representations, warranties and/or covenants.

OFAC Compliance. Tenant represents, warrants and covenants to Landlord that (i) neither Tenant nor any of its partners, members, principal stockholders or any other constituent entity either in control of the operation or management of Tenant or having a controlling financial interest in Tenant has been or will be designated or named as a terrorist, a “Specially Designated and Blocked Person,” or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control or on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, xxxx://xxx.xxxxx.xxx/ofac/t11 hxxx://xxx.xxxxx.xxx/xxxx/t11 or at any replacement website or other replacement official publication of such list (such list, or any such replacement official publication of such list, the “OFAC List”), or by any Executive Order or the United States Treasury Department; and (ii) Tenant has not engaged, and will not engage, in this transaction, directly or indirectly, on behalf of, or instigating or facilitating, and will not instigate or facilitate, this transaction, directly or indirectly, on behalf of, any such person, group, entity or nation. A breach of any Tenant representation, warranty and covenant contained in this Section shall be an immediate and material Default of Tenant under this Lease without notice or cure rights. Tenant hereby agrees to defend, indemnify and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from or related to Tenant’s breach of any of the foregoing representations, warranties and/or covenants.

OFAC Compliance. Tenant representsFor purposes of this Section 30.29, warrants the term "Affiliated Parties" shall mean Tenant, all persons and covenants to Landlord that entities owning (idirectly or indirectly) neither Tenant nor any of its partners, members, principal stockholders or any other constituent entity either in control of the operation or management of Tenant or having a controlling financial an ownership interest in Tenant has been Tenant, and any and all subsidiaries, predecessors, agents and affiliates thereof. "Blocked Parties" mean any person or will be designated entity (A) that is itself or an Affiliated Party of an entity listed in the Annex to, or is otherwise subject to the provisions of, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism ("Executive Order"), (B) with whom a party is prohibited from dealing or otherwise engaging in any transaction by any Patriot Act Related Law (as defined below), (C) who commits, threatens or conspires to commit or support "terrorism" as defined in the Executive Order, (D) that is named as a terrorist, a “Specially Designated "specially designated national and Blocked Person,” or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control or " on the most current list published by the U.S. Treasury Department of the Treasury, Office of Foreign Assets Control at its official website, xxxx://xxx.xxxxx.xxx/ofac/t11 xxxx://xxx.xxxxxxx.xxx/offices/enforcement/ofac/ or at any replacement website or other replacement official publication of such list list. The "Patriot Act Related Laws" are defined as any regulations of the Office of Foreign Asset Control (such "OFAC") of the Department of the Treasury (including, but not limited to, OFAC's Specially Designated and Blocked Persons list, ) or any such replacement official publication of such liststatute or executive order (including, but not limited to, the “OFAC List”Executive Order) designed to limit commercial transactions with designated countries or individuals believed to be terrorists, narcotic dealers or otherwise engaged in activities contrary to the interests of the U.S., including, without limitation Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56), and the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, as the same may be amended from time to time, and any other governmental law, rule or by any Executive Order regulation implementing such laws or the United States Treasury Department; purposes. Tenant hereby represents and warrants that Tenant and all Affiliated Parties (i) have never been a Blocked Party, and (ii) Tenant has not engaged, have been and will not engage, are currently in this transaction, directly or indirectly, on behalf of, or instigating or facilitating, and will not instigate or facilitate, this transaction, directly or indirectly, on behalf of, any such person, group, entity or nation. A breach of any Tenant representation, warranty and covenant contained in this Section shall be an immediate and material Default of Tenant under this Lease without notice or cure rightsfull compliance with all Patriot Act Related Laws. Tenant hereby agrees to defend, indemnify and hold harmless Landlord from and against covenants that neither Tenant nor any and all claims, damages, losses, risks, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from or related to Tenant’s breach of its Affiliated Parties will do any of the foregoing representationsfollowing: (i) conduct any business or engage in any transaction or deal with any Blocked Person, warranties and/or covenantsincluding the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate any of the prohibitions set forth in any Patriot Act Related Law.

OFAC Compliance. Tenant representshereby makes the following representations and warranties, warrants to the best of Tenant’s knowledge, each of which is material and covenants to Landlord that being relied upon by Landlord, is true in all respects as of the date of this Lease, and shall survive the expiration or termination of this Lease. (1) Tenant and each person and entity owning a fifteen percent (15%) or greater beneficial interest in Tenant (“Owner”) is not in violation of any Anti-Terrorism Law; (2) Tenant and each Owner is not, as of the date hereof: (i) conducting any business or engaging in any transaction or dealing with any Prohibited Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (ii) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or (iii) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate any of the prohibitions set forth in, any Anti-Terrorism Law; and (3) to the best of its knowledge, neither Tenant nor any of its partnersofficers, membersdirectors or Owners, principal stockholders or any other constituent entity either in control of the operation or management of Tenant or having as applicable, is a controlling financial interest in Tenant has been or will be designated or named as a terrorist, a “Specially Designated and Blocked Prohibited Person,” or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control or on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, xxxx://xxx.xxxxx.xxx/ofac/t11 or at any replacement website or other replacement official publication of such list (such list, or any such replacement official publication of such list, the “OFAC List”), or by any Executive Order or the United States Treasury Department; and (ii) Tenant has not engaged, and will not engage, in this transaction, directly or indirectly, on behalf of, or instigating or facilitating, and will not instigate or facilitate, this transaction, directly or indirectly, on behalf of, any such person, group, entity or nation. A breach of any Tenant representation, warranty and covenant contained in this Section shall be an immediate and material Default of Tenant under this Lease without notice or cure rights. Tenant hereby agrees to defend, indemnify indemnify, and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities liabilities, and expenses (including reasonable attorneys’ fees and costs) arising from or related to Tenant’s any breach of any of the foregoing representations. Landlord hereby makes the following representations and warranties, warranties and/or covenantsto the best of Landlord’s knowledge, each of which is material and being relied upon by Tenant, is true in all respects as of the date of this Lease, and shall survive the expiration or termination of this Lease. (1) Landlord and each person and entity owning a fifteen percent (15%) or greater beneficial interest in Landlord (“Landlord Owner”) is not in violation of any Anti-Terrorism Law; (2) Landlord and each Landlord Owner is not, as of the date hereof: (i) conducting any business or engaging in any transaction or dealing with any Prohibited Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (ii) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or (iii) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate any of the prohibitions set forth in, any Anti-Terrorism Law; and (3) to the best of its knowledge, neither Landlord nor any of its officers, directors or Landlord Owners, as applicable, is a Prohibited Person. Landlord hereby agrees to defend, indemnify, and hold harmless Tenant from and against any and all claims, damages, losses, risks, liabilities, and expenses (including attorneys’ fees and costs) arising from or related to any breach of the foregoing representations. If at any time any of these representations becomes false, then it shall be considered an Event of Default under this Lease.

OFAC Compliance. Tenant representsFor purposes of this Section 30.29, warrants the term “Affiliated Parties” shall mean Tenant, any Guarantor hereunder, all persons and covenants to Landlord that entities owning (idirectly or indirectly) neither Tenant nor any of its partners, members, principal stockholders or any other constituent entity either in control of the operation or management of Tenant or having a controlling financial an ownership interest in Tenant has been or will be designated Guarantor, and any and all subsidiaries, predecessors, agents and affiliates thereof. “Blocked Parties” mean any person or entity (a) that is itself or an Affiliated Party of an entity listed in the Annex to, or is otherwise subject to the provisions of, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order”), (b) with whom a party is prohibited from dealing or otherwise engaging in any transaction by any Patriot Act Related Law (as defined below), (c) who commits, threatens or conspires to commit or support “terrorism” as defined in the Executive Order, (d) that is named as a terrorist, a “Specially Designated specially designated national and Blocked Person,” or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control or ” on the most current list published by the U.S. Treasury Department of the Treasury, Office of Foreign Assets Control at its official website, xxxx://xxx.xxxxx.xxx/ofac/t11 xxxx://xxx.xxxxxxx.xxx/offices/enforcement/ofac/ or at any replacement website or other replacement official publication of such list list. The “Patriot Act Related Laws” are defined as any regulations of the Office of Foreign Asset Control (such “OFAC”) of the Department of the Treasury (including, but not limited to, OFAC’s Specially Designated and Blocked Persons list, ) or any such replacement official publication of such liststatute or executive order (including, but not limited to, the “OFAC List”Executive Order) designed to limit commercial transactions with designated countries or individuals believed to be terrorists, narcotic dealers or otherwise engaged in activities contrary to the interests of the U.S., including, without limitation Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107‑56), and the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, as the same may be amended from time to time, and any other governmental law, rule or by any Executive Order regulation implementing such laws or the United States Treasury Department; purposes. Tenant hereby represents and warrants that, to Tenant’s knowledge, Tenant and all Affiliated Parties (i) have never been a Blocked Party, and (ii) have been and are currently in full compliance with all Patriot Act Related Laws. Tenant has not engagedcovenants that neither Tenant nor any of its Affiliated Parties will do any of the following: (1) conduct any business or engage in any transaction or deal with any Blocked Person, and will not engageincluding the making or receiving of any contribution of funds, in this transactiongoods or services to or for the benefit of any Blocked Person, directly or indirectly, on behalf of(2) deal in, or instigating or facilitating, and will not instigate or facilitate, this transaction, directly or indirectly, on behalf ofotherwise engage in any transaction relating to, any such personproperty or interests in property blocked pursuant to the Executive Order, groupor (3) engage in or conspire to engage in any transaction that evades or avoids, entity or nationhas the purpose of evading or avoiding, or attempts to violate any of the prohibitions set forth in any Patriot Act Related Law. A breach Tenant covenants and agrees to deliver to Landlord upon request reasonable evidence of its compliance with the provisions of this Section 30.29. Tenant shall implement an internal methodology for ensuring compliance with the Patriot Act Related Laws and avoiding business transactions with Blocked Parties. If, at any Tenant representationtime, warranty and covenant contained any of the representations set forth above in this Section 30.29 becomes false or Tenant breaches any other provision of this Section 30.29, then it shall be an immediate and material Default of Tenant considered a default under this Lease without Lease, which shall not be subject to any notice or and/or cure rights. Tenant hereby agrees period and Landlord shall have the immediate right to defendexercise its rights and remedies in the event of a default, indemnify and hold harmless Landlord from and against any and all claimsincluding, damagesbut not limited to, losses, risks, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from or related to Tenant’s breach termination of any of the foregoing representations, warranties and/or covenantsthis Lease.

OFAC Compliance. Tenant representsFor purposes of this Section, warrants the term "Affiliated Parties" shall mean Tenant, all persons and covenants to Landlord that entities owning (idirectly or indirectly) neither Tenant nor any of its partners, members, principal stockholders or any other constituent entity either in control of the operation or management of Tenant or having a controlling financial an ownership interest in Tenant has been Tenant, and any and all subsidiaries, predecessors, agents and affiliates thereof. "Blocked Parties" mean any person or will be designated entity (A) that is itself or an Affiliated Party of an entity listed in the Annex to, or is otherwise subject to the provisions of, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism ("Executive Order"), (B) with whom a party is prohibited from dealing or otherwise engaging in any transaction by any Patriot Act Related Law (as defined below), (C) who commits, threatens or conspires to commit or support "terrorism" as defined in the Executive Order, (D) that is named as a terrorist, a “Specially Designated "specially designated national and Blocked Person,” or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control or " on the most current list published by the U.S. Treasury Department of the Treasury, Office of Foreign Assets Control at its official website, xxxx://xxx.xxxxx.xxx/ofac/t11 hxxx://xxx.xxxxxxx.xxx/xxxxxxx/enforcement/ofac/ or at any replacement website or other replacement official publication of such list list. The "Patriot Act Related Laws" are defined as any regulations of the Office of Foreign Asset Control (such "OFAC") of the Department of the Treasury (including, but not limited to, OFAC' s Specially Designated and Blocked Persons list, ) or any such replacement official publication of such liststatute or executive order (including, but not limited to, the “OFAC List”Executive Order) designed to limit commercial transactions with designated countries or individuals believed to be terrorists, narcotic dealers or otherwise engaged in activities contrary to the interests of the U.S., including, without limitation Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107 56), and the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, as the same may be amended from time to time, and any other governmental law, rule or by any Executive Order regulation implementing such laws or purposes. Tenant hereby represents and warrants to the United States Treasury Department; best of its knowledge that Tenant and all Affiliated Parties (i) have never been a Blocked Party, and (ii) Tenant has not engaged, have been and will not engage, are currently in this transaction, directly or indirectly, on behalf of, or instigating or facilitating, and will not instigate or facilitate, this transaction, directly or indirectly, on behalf of, any such person, group, entity or nation. A breach of any Tenant representation, warranty and covenant contained in this Section shall be an immediate and material Default of Tenant under this Lease without notice or cure rightsfull compliance with all Patriot Act Related Laws. Tenant hereby agrees to defend, indemnify and hold harmless Landlord from and against covenants that neither Tenant nor any and all claims, damages, losses, risks, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from or related to Tenant’s breach of its Affiliated Parties will do any of the foregoing representationsfollowing: (i) conduct any business or engage in any transaction or deal with any Blocked Person, warranties and/or covenantsincluding the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate any of the prohibitions set forth in any Patriot Act Related Law.

OFAC Compliance. Tenant representsFor purposes of this Section 30.29, warrants the term “Affiliated Parties” shall mean Tenant, any Guarantor hereunder, all persons and covenants to Landlord that entities owning (idirectly or indirectly) neither Tenant nor any of its partners, members, principal stockholders or any other constituent entity either in control of the operation or management of Tenant or having a controlling financial an ownership interest in Tenant has been or will be designated Guarantor, and any and all subsidiaries, predecessors, agents and affiliates thereof. “Blocked Parties” mean any person or entity (A) that is itself or an Affiliated Party of an entity listed in the Annex to, or is otherwise subject to the provisions of, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order”), (B) with whom a party is prohibited from dealing or otherwise engaging in any transaction by any Patriot Act Related Law (as defined below), (C) who commits, threatens or conspires to commit or support “terrorism” as defined in the Executive Order, (D) that is named as a terrorist, a “Specially Designated specially designated national and Blocked Person,” or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control or ” on the most current list published by the U.S. Treasury Department of the Treasury, Office of Foreign Assets Control at its official website, xxxx://xxx.xxxxx.xxx/ofac/t11 xxxx://xxx.xxxxxxx.xxx/offices/enforcement/ofac/ or at any replacement website or other replacement official publication of such list list. The “Patriot Act Related Laws” are defined as any regulations of the Office of Foreign Asset Control (such “OFAC”) of the Department of the Treasury (including, but not limited to, OFAC’s Specially Designated and Blocked Persons list, ) or any such replacement official publication of such liststatute or executive order (including, but not limited to, the “OFAC List”Executive Order) designed to limit commercial transactions with designated countries or individuals believed to be terrorists, narcotic dealers or otherwise engaged in activities contrary to the interests of the U.S., including, without limitation Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56), and the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, as the same may be amended from time to time, and any other governmental law, rule or by any Executive Order regulation implementing such laws or the United States Treasury Department; purposes. Tenant hereby represents and warrants that Tenant and all Affiliated Parties (i) have never been a Blocked Party, and (ii) have been and are currently in full compliance with all Patriot Act Related Laws. Tenant has not engagedcovenants that neither Tenant nor any of its Affiliated Parties will do any of the following: (i) conduct any business or engage in any transaction or deal with any Blocked Person, and will not engageincluding the making or receiving of any contribution of funds, in this transactiongoods or services to or for the benefit of any Blocked Person, directly or indirectly, on behalf of(ii) deal in, or instigating or facilitating, and will not instigate or facilitate, this transaction, directly or indirectly, on behalf ofotherwise engage in any transaction relating to, any such personproperty or interests in property blocked pursuant to the Executive Order, groupor (iii) engage in or conspire to engage in any transaction that evades or avoids, entity or nationhas the purpose of evading or avoiding, or attempts to violate any of the prohibitions set forth in any Patriot Act Related Law. A breach Tenant shall continue to comply with the Patriot Act Related Laws and use commercially reasonable efforts to avoid business transactions with Blocked Parties. If, at any time, any of any Tenant representation, warranty and covenant contained the representations set forth above in this Section 30.29 becomes false or Tenant willfully breaches any other provision of this Section 30.29, then it shall be an immediate and material Default of Tenant considered a default under this Lease without Lease, which shall not be subject to any notice or and/or cure rights. Tenant hereby agrees period and Landlord shall have the immediate right to defendexercise its rights and remedies in the event of a default, indemnify and hold harmless Landlord from and against any and all claimsincluding, damagesbut not limited to, losses, risks, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from or related to Tenant’s breach termination of any of the foregoing representations, warranties and/or covenantsthis Lease.