Common use of Source and Use of Funds Clause in Contracts

Source and Use of Funds. (i) The Purchaser represents, warrants and agrees that no payment or other transfer of value to the Company and no payment or other transfer of value to the Purchaser shall cause the Sponsoring Parties to be in violation of applicable U.S. federal or state or non-U.S. laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery or anti-boycott laws or regulations, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT ACT”), the various statutes, regulations and Executive Orders administered by the U.S. Department of the Treasury Office of Foreign Assets Control and the Foreign Corrupt Practices Act. (ii) The Purchaser represents, warrants and agrees that no payment or other transfer of value to the Company or Network Sponsor is or will be derived from, pledged for the benefit of, or related in any way to, (1) the government of any country designated by the U.S. Secretary of State as a country supporting international terrorism, (2) property that is blocked under any laws, orders or regulations administered by OFAC (“OFAC Regulations”), or that would be blocked under OFAC Regulations if it were in the custody of a U.S. national, (3) persons to whom U.S. nationals cannot lawfully export services, or with whom U.S. nationals cannot lawfully engage in transactions, under OFAC Regulations, or (4) directly or indirectly, any illegal activities. (iii) The Purchaser represents, warrants and agrees that all payments or other transfer of value to the Company by the Purchaser will be made through an account (or virtual currency public address whose associated balance, either directly or indirectly, has been funded by such an account) located in a jurisdiction that does not appear on the list of boycotted countries published by the U.S. Department of Treasury pursuant to §999(a)(3) of the Internal Revenue Code (“Code”), as in effect at the time of the Purchaser’s payment or other transfer of value. In the event that the Purchaser is, receives deposits from, makes payments to or conducts transactions relating to a non-U.S. banking institution (a “Non-U.S. Bank”) in connection with the Purchaser’s purchase of a SAFT, the Non-U.S. Bank: (1) has a fixed address, other than an electronic address or a post office box, in a country in which it is authorized to conduct banking activities, (2) employs one or more individuals on a full-time basis, (3) maintains operating records related to its banking activities, (4) is subject to inspection by the banking authority that licensed it to conduct banking activities and (5) does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a registered affiliate.

Appears in 3 contracts

Samples: Simple Agreement for Future Tokens (Saft) (Blockstack Inc.), Simple Agreement for Future Tokens (Saft) (Blockstack Token LLC), Simple Agreement for Future Tokens (Saft) (Blockstack Token LLC)

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Source and Use of Funds. (i) The Purchaser represents, warrants and agrees that no No payment or other transfer of value from Purchaser to Seller in connection with this Agreement will cause Seller, or any subsidiary or holding company of Seller, and each of their respective directors, officers, employees or agents (collectively, the Company and no payment “Sponsoring Parties”) to violate Sanctions or other transfer of value to the Purchaser shall cause the Sponsoring Parties to be in violation of applicable U.S. federal or state or non-U.S. laws or regulationsLaws, including, without limitationbut not limited to, anti-money laundering, economic sanctions, anti-bribery bribery, anti- boycott or anti-boycott laws or regulationsterrorism Laws such as the Foreign Corrupt Practices Act of 1977, includingBank Secrecy Act of 1970, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 2001, the EU Fourth Money Laundering Directive (“USA PATRIOT ACT”2015/849/EU), the various statutesUK Money Laundering Regulations 2017 (SI 2017/692), regulations and Executive Orders administered by the U.S. Department of UK Xxxxxxx Xxx 0000, the Treasury Office of Foreign Assets Control UK Criminal Financing Act 2017 and the Foreign Corrupt Practices Act.UK Proceeds of Crime Xxx 0000; (ii) The Purchaser represents, warrants and agrees that no payment or other transfer of value from Purchaser to the Company or Network Sponsor Seller in connection with this Agreement is or will be directly or indirectly derived from, pledged for the benefit of, from or related in any way to, used for: (1) business or transactions with persons, entities or bodies that are the government target of any country designated by the U.S. Secretary of State as a country supporting international terrorism, Sanctions or applicable anti-terrorism Laws; (2) property that is blocked under any lawsblocked, orders or regulations administered by OFAC (“OFAC Regulations”)frozen, or that would be blocked otherwise subject to blocking or freezing under OFAC Regulations if it were in the custody of a U.S. national, Sanctions or anti-terrorism Laws; or (3) persons to whom U.S. nationals cannot lawfully export servicesany criminal or illegal activity, including any money laundering activity or with whom U.S. nationals cannot lawfully engage in transactions, under OFAC Regulations, or (4) directly or indirectly, any illegal activities.bribery activity; and (iii) The Purchaser represents, warrants and agrees that all payments or other transfer of value from the Purchaser to the Company by the Purchaser Seller in connection with this Agreement will be made through an account (or virtual currency public address whose associated balance, either directly or indirectly, has been funded by such an account) located in a jurisdiction that does not appear on the list of boycotted countries published by the U.S. Department of Treasury pursuant to §999(a)(3) of the Internal Revenue Code of 1986, as amended (“Code”), as in effect at the time of the Purchaser’s payment or other transfer of value. In ; (iv) in the event that the Purchaser is, receives deposits from, makes payments to or conducts transactions relating to a non-U.S. banking institution (a “Non-U.S. Bank”) in connection with the Purchaser’s entry into this Agreement for the purchase of a SAFTTokens, the Non-U.S. Bank: (1) has a fixed address, other than an electronic address or a post office box, in a country in which it is authorized to conduct banking activities, (2) employs one or more individuals on a full-time basis, (3) maintains operating records related to its banking activities, (4) is subject to inspection by the banking authority that licensed it to conduct banking activities and (5) does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a registered affiliate.

Appears in 1 contract

Samples: Token Purchase Agreement

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