OFAC Representations Sample Clauses

OFAC Representations. Purchaser and (if applicable) each person or entity owning, directly or indirectly, an interest in Purchaser: (i) is not currently identified on the OFAC list (as defined below), and (ii) is not a person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States. “OFAC List” means the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the U.S. Treasury Department, Office of Foreign Assets Control pursuant to any applicable law, including, without limitation, trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of the President of the United States. The OFAC List is accessible through the internet website.

OFAC Representations. Tenant represents and warrants to Landlord that (a) each individual executing this Amendment on behalf of Tenant is authorized to do so on behalf of Tenant and that Tenant is not, and the entities or individuals constituting; Tenant or which may own or control Tenant or which may be owned or controlled by Tenant are not, (i) in violation of any laws relating to terrorism or money laundering, or (ii) among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists 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/tllsdn.pdf or any replacement website or other replacement official publication of such list, and (b) Tenant shall not engage in any actions in violation of any such laws or associate with such individuals or entities during the Term of the Lease. Tenant hereby agrees to defend, indemnify and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing representation and warranty.

OFAC Representations. Tenant and Landlord represent and warrant to each other that (a) Tenant or Landlord, as applicable, is not acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, "Specially Designated National and Blocked Person," or other banned or blocked person, group, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Assets Control and that it is not engaged in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of any such person, group, entity, or nation, and (b) Tenant or Landlord, as applicable, shall not engage in any such actions during the Term. Tenant hereby agrees to defend, indemnify and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.

OFAC Representations. Purchaser and any member(s), shareholder(s) or partner(s) of Purchaser represents, warrants and covenants to Seller that: (a) It is not now nor shall it be at any time prior to the Closing or for a period ending on a date occurring not less than two (2) months after the Closing (the "Expiration Date") a person or entity ("Person") with whom a U.S. Person, including a United States Financial Institution, as defined in 31 U.S.C. 5312, as periodically amended (a "Financial Institution"), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under U.S. law, regulation, executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury ("OFAC") (including those executive orders and lists published by OFAC with respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as Persons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC (collectively, "Specially Designated Nationals and Blocked Persons") or otherwise. (b) No general partner or managing member in Purchaser, at any level and no Person who owns a direct interest in Purchaser, and no nominee or agent of Purchaser that consummates the purchase of the Property (collectively, a "Purchaser Party"), is now nor shall be at any time prior to Closing a Person with whom a U.S. Person, including a Financial Institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under U.S. law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise.

OFAC Representations. Purchaser and (if applicable) each person or entity owning, directly or indirectly, an interest in Purchaser: (i) is not currently identified on the OFAC

OFAC Representations. Licensee represents and warrants to Licensor that neither Licensee nor any Licensee Parties and none of their respective employees, officers, directors, representatives or agents, is a person or entity with whom U.S. persons or entities are restricted from doing business with under regulations of the Office of Foreign Assets Control (“OFAC”) of the United Stated Department of Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 23, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other governmental action. Licensee further represents and warrants to Licensor that Licensee shall at all times during the Term of this Agreement (including any extensions or renewals) remain in compliance with the regulations of the OFAC of the United Stated Department of Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 23, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other governmental action.

OFAC Representations. Sublandlord represents and warrants to Subtenant that as of the date of execution and delivery of this Sublease: (i) Sublandlord is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation listed by the United States Treasury Department as a Specially Designated National and Blocked Person (“SDN List”), or for or on behalf of any person, group, entity or nation designated in Presidential Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism; (ii) Sublandlord is not engaged in this transaction directly or indirectly on behalf of, or facilitating this transaction directly or indirectly on behalf of, any such person, group, entity or nation; (iii) Sublandlord is not a person and/or entity with whom United States Persons are restricted from doing business under the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq.; the Trading with the Enemy Act, 50 U.S.C. App. §5; any executive orders promulgated thereunder; any implementing regulations promulgated thereunder by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) (including those persons and/or entities named on the SDN List); or any other applicable law of the United States; (iv) intentionally omitted; (v) intentionally omitted; and (vi) Sublandlord is not in violation of the U.S. Federal Bank Secrecy Act, as amended by Title III (the “International Money Laundering Abatement and Financial Anti-Terrorism Act”) of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), Public Law 107-56; its implementing regulations promulgated by the U.S. Department of Treasury Financial Crimes Enforcement Network (“FinCEN”) (31 CFR Part 103); or any other anti-money laundering law of the United States. (a) Subtenant represents and warrants to Sublandlord that as of the date of execution and delivery of this Sublease: (i) Subtenant is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation on SDN List, or for or on behalf of any person, group, entity or nation designated in Presidential Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism; (ii) Subtenant is not engaged in this transaction directly or indirectly on behalf of, or facilitating this transaction directly or indirectly on behalf of, any such person, group, entity or nation; (iii) Subtenant is ...

OFAC Representations. (a) Tenant hereby represents and warrants to Landlord that, to Tenant’s knowledge, neither Tenant nor any of its respective officers, partners or members is an entity or person: (i) that is listed in the annex to Executive Order 13224 issued on September 24, 2001; or (ii) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:xxx.xxxxx.xxx/xxxx/x00xxx.xxx). (b) Landlord hereby represents and warrants to Tenant that, to Landlord’s knowledge, neither Landlord nor any of its respective officers, partners or members is an entity or person: (i) that is listed in the annex to Executive Order 13224 issued on September 24, 2001; or (ii) whose name appears on the OFAC most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:xxx.xxxxx.xxx/xxxx/x00xxx.xxx). SUBLEASE AGREEMENT Page 00

OFAC Representations. The SWPM hereby represents and warrants to the Port Authority that the SWPM (x) is not and shall not become a person or entity with whom U.S. persons or entities (including the Port Authority) is restricted from doing business under the regulations of the Office of Foreign Asset Control (“OFAC”) of the United States Department of the Treasury (including, without limitation, those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order, or other regulation relating to national security or foreign policy (including, without limitation, Executive Order 13224 of September 23, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism), or other governmental action related to national security, the violation of which would also constitute a violation of law, such persons being referred to herein as “Blocked Persons” and such regulations, statutes, executive orders, and governmental actions being referred to herein as “Blocked Persons Laws”) and (y) is not engaging, in any dealings or transactions with Blocked Persons in violation of any Blocked Persons Laws. The SWPM acknowledges that the Port Authority is entering into this Agreement in reliance on the foregoing representations and warranties and that such representations and warranties are a material element of the consideration inducing the Port Authority to enter into and execute this Agreement. In the event of any breach of the foregoing representations and warranties by the SWPM, the Port Authority shall have the right, in addition to any and all other remedies provided under this Agreement, or at law or in equity, to immediately terminate this Agreement upon written notice to the SWPM. In the event of any such termination by the Port Authority, the SWPM, immediately upon receipt of the said termination notice, shall have no further right to access the Site Wide Managed Areas and shall turn over to the Port Authority all books and records in the SWPM’s possession or control with respect to the Site Wide Managed Areas and its services under this Agreement. Termination on the aforesaid basis shall be a termination for cause.

OFAC Representations. Assignor and Assignee each represents and warrants to Landlord that (a) each individual executing this Amendment on behalf of Assignor or Assignee is authorized to do so on behalf of Assignor or Assignee and that neither Assignor nor Assignee are, and the entities or individuals constituting Assignor or Assignee are not, (i) in violation of any laws relating to terrorism or money laundering, or (ii) among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists 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/tllsdn.pdf or any replacement website or other replacement official publication of such list, and (b) neither Assignor nor Assignee shall not engage in any actions in violation of any such laws or associate with such individuals or entities during the Term of the Lease. Assignor and Assignee each hereby agrees to defend, indemnify and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing representation and warranty.