Prohibited Transaction. Neither TPG, nor any partner in TPG, nor any person or entity with actual authority to direct the actions of any partner of TPG, nor any other person or entity holding any legal or beneficial interest whatsoever in TPG (except that no representation is made with respect to any shareholder of publicly traded shares in Xxxxxx Properties Group, Inc.) (i) are named on any list of persons and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 – Blocking Properties and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on the Effective Date, or any similar list known to TPG or publicly issued by OFAC or any other department or agency of the United States of America (collectively, the “OFAC Lists”), (ii) are included in, owned by, controlled by, knowing acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons referred to or described in the OFAC Lists, or (iii) has knowingly conducted business with or knowingly engaged in any transaction with any person named on any of the OFAC Lists or any person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons referred to or described in the OFAC Lists. TPG is currently in compliance with, and shall at all times during the term of this Agreement remain in compliance with, the regulations of OFAC and any statute, executive order (including Executive Order 13224), and any regulation relating thereto.
Appears in 1 contract
Samples: Distribution Option Agreement (Thomas Properties Group Inc)
Prohibited Transaction. Neither TPGPKY Austin, nor any partner member in TPGPKY Austin, nor any person or entity with actual authority to direct the actions of any partner of TPGPKY Austin, nor any other person or entity holding any legal or beneficial interest whatsoever in TPG PKY Austin (except that no representation is made with respect to any shareholder of publicly traded shares in Xxxxxx Properties GroupParkway Properties, Inc.) (i) are named on any list of persons and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 – - Blocking Properties Company Project and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on the Effective Date, or any similar list known to TPG PKY or publicly issued by OFAC or any other department or agency of the United States of America (collectively, the “OFAC Lists”), (ii) are included in, owned by, controlled by, knowing acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons referred to or described in the OFAC Lists, or (iii) has knowingly conducted business with or knowingly engaged in any transaction with any person named on any of the OFAC Lists or any person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons referred to or described in the OFAC Lists. TPG PKY Austin is currently in compliance with, and shall at all times during the term of this Agreement remain in compliance with, the regulations of OFAC and any statute, executive order (including Executive Order 13224), and any regulation relating thereto.
Appears in 1 contract
Samples: Redemption and Distribution Agreement (Parkway Properties Inc)
Prohibited Transaction. Neither TPGTo Sellers' knowledge, neither Seller, nor any member, partner in TPGor shareholder of Seller, nor any person or entity with actual authority to direct the actions of any member, partner or shareholder of TPGSeller, nor nor, to Seller's knowledge, any other person or entity holding any legal or beneficial interest whatsoever in TPG (except that no representation is made with respect to any shareholder of publicly traded shares in Xxxxxx Properties Group, Inc.) Seller (i) are named on any list of persons and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 – - Blocking Properties Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on the Effective Date, or any similar list known to TPG Seller or publicly issued by OFAC or any other department or agency of the United States of America (collectively, the “OFAC Lists”), (ii) are included in, owned by, controlled by, knowing acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons referred to or described in the OFAC Lists, or (iii) has knowingly conducted business with or knowingly engaged in any transaction with any person named on any of the OFAC Lists or any person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or or, to Seller's knowledge, otherwise associated with any of the persons referred to or described in the OFAC Lists. TPG To Sellers' knowledge, each Seller is currently in compliance with, and shall at all times during the term of this Agreement remain in compliance with, the regulations of OFAC and any statute, executive order (including Executive Order 13224), and any regulation relating thereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Thomas Properties Group Inc)
Prohibited Transaction. Neither TPG, nor any partner in TPG, nor any person or entity with actual authority to direct the actions of any partner of TPG, nor any other person or entity holding any legal or beneficial interest whatsoever in TPG (except that no representation is made with respect to any shareholder of publicly traded shares in Xxxxxx Properties Group, Inc.) (i) are named on any list of persons and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 – Blocking Properties Company Project and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on the Effective Date, or any similar list known to TPG or publicly issued by OFAC or any other department or agency of the United States of America (collectively, the “OFAC Lists”), (ii) are included in, owned by, controlled by, knowing acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons referred to or described in the OFAC Lists, or (iii) has knowingly conducted business with or knowingly engaged in any transaction with any person named on any of the OFAC Lists or any person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons referred to or described in the OFAC Lists. TPG is currently in compliance with, and shall at all times during the term of this Agreement remain in compliance with, the regulations of OFAC and any statute, executive order (including Executive Order 13224), and any regulation relating thereto.
Appears in 1 contract
Samples: Redemption and Liquidation Option Agreement (Thomas Properties Group Inc)
Prohibited Transaction. Neither TPGPKY Entity, nor any partner member in TPGeither PKY Entity, nor any person or entity with actual authority to direct the actions of any partner of TPGeither PKY Entity, nor any other person or entity holding any legal or beneficial interest whatsoever in TPG either PKY Entity (except that no representation is made with respect to any shareholder of publicly traded shares in Xxxxxx Properties GroupParkway Properties, Inc.) (i) are named on any list of persons and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 – - Blocking Properties Company Project and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on the Effective Date, or any similar list known to TPG PKY or publicly issued by OFAC or any other department or agency of the United States of America (collectively, the “OFAC Lists”), (ii) are included in, owned by, controlled by, knowing acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons referred to or described in the OFAC Lists, or (iii) has knowingly conducted business with or knowingly engaged in any transaction with any person named on any of the OFAC Lists or any person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons referred to or described in the OFAC Lists. TPG Each PKY Entity is currently in compliance with, and shall at all times during the term of this Agreement remain in compliance with, the regulations of OFAC and any statute, executive order (including Executive Order 13224), and any regulation relating thereto.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Parkway Properties Inc)