Specially Designated National or Blocked Person. Based solely on publicly-available information or as otherwise disclosed to Seller, neither Seller, nor any of its shareholders, directors or officers is a Specially Designated National or Blocked Person. Neither Seller nor any of its shareholders is directly or indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government. Neither Seller nor any of its shareholders, directors or officers is acting on behalf of a government of any country that is subject to such an embargo.
Specially Designated National or Blocked Person. To such Person’s actual knowledge: (i) neither it (including its directors and officers), nor any of its Affiliates, subsidiaries, respective shareholders, beneficial owners of non publicly traded shareholders or, to such Person’s knowledge, the funding sources for any of the foregoing is a Specially Designated National or Blocked Person; (ii) neither it nor any of its Affiliates, subsidiaries, respective shareholders, or beneficial owners of non publicly traded shareholders is directly or indirectly owned or controlled by the government of any country that is subject to an embargo or economic or trade sanctions by the United States government; (iii) neither it nor any of its Affiliates, subsidiaries, respective shareholders, or beneficial owners of non publicly traded shareholders is acting on behalf of a government of any country that is subject to such an embargo; and (iv) neither it nor any of its Affiliates, subsidiaries, respective shareholders, or beneficial owners of non publicly traded shareholders is involved in business arrangements or otherwise engaged in transactions with countries subject to economic or trade sanctions imposed by the United States government. From and after the Effective Date, such Person shall notify the other Party in writing immediately upon the occurrence of any event which would render the foregoing representations and warranties of this Section 16.1(f) incorrect; provided that, notwithstanding such Person’s obligations herein, it’s inadvertent or unintentional failure to disclose such information shall not be a breach of this Section 16.1(f).
Specially Designated National or Blocked Person. (i) A person or entity designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control from time to time as a “specially designated national or blocked person” or similar status, (ii) a person or entity described in Section 1 of U.S. Executive Order 13224, issued on September 23, 2001 (the “Executive Order”), or (iii) a person or entity otherwise identified by Governmental Entity or legal authority as a person with whom a United States Person is prohibited from transacting business. As of the date hereof, a list of such designations and the text of the Executive Order are published under the internet website address xxx.xxxxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx.
Specially Designated National or Blocked Person. (i) A person or entity designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control from time to time as a “specially designated national or blocked person” or similar status, (ii) a person or entity described in Section 1 of U.S. Executive Order 13224, issued on September 23, 2001 (the “Executive Order”), or (iii) a person or entity otherwise identified by Governmental Entity or legal authority as a person with whom a United States Person is prohibited from transacting business. As of the date hereof, a list of such designations and the text of the Executive Order are published under the internet website address xxx.xxxxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx. SSLI: Sunrise Senior Living, Inc., a Delaware corporation, which is the sole owner of Transferor. Taxes: All federal, state, local and foreign taxes including, without limitation, income, gains, transfer, unemployment, withholding, payroll, social security, real property, personal property, excise, sales, use and franchise taxes, levies, assessments, imposts, duties, licenses and registration fees and charges of any nature whatsoever, including interest, penalties and additions with respect thereto and any interest in respect of such additions or penalties, but excluding impact fees or other similar exactions levied or payable in connection with the development or operation of any of the Facilities and excluding special assessments.
Specially Designated National or Blocked Person. “Specially Designated National or Blocked Person” means (a) a person or entity designated by the US Department of Treasury’s Office of Foreign Assets Control from time to time as “specially designated national or blocked person” or similar status; (b) a person or entity described in Section 1 of the US Executive Order 13224, issued September 23, 2001; or (iii) a person or entity otherwise identified by governmental authorities as a person or entity which either Party is prohibited from transacting business. As of the Effective Date, a list of such designations and the text of the Executive Order are published at: xxx.xxxxxxx.xxx/xxxxxx/xxxxxxxxxxxx/xxxx.
Specially Designated National or Blocked Person. Either (x) Transferee is and will be either regulated by the SEC, FINRA or the Federal Reserve (a “Regulated Entity”) or is a direct or indirect wholly-owned subsidiary of a Regulated Entity or (y) Transferee and any person or entity that directly or indirectly (a) controls Transferee or (b) has an ownership interest in Transferee of twenty-five percent (25%) or more, is not a Specially Designated National or Blocked Person, with respect to which entering into transactions with such a person or entity would violate OFAC or any other law. As used in this Agreement, the phrase “to Transferee’s knowledge” and similar phrases shall mean the current, actual (not constructive, imputed, or implied) knowledge, after due inquiry, of Xxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx and Xxxxx Xxxxx, who Transferee represents are the persons most knowledgeable about Transferee’s overall business and affairs. Notwithstanding anything herein to the contrary, Transferee shall have no Liability to Transferor for a breach of any representation or warranty hereunder, if the breach in question is based on a condition, state of facts or other matter which was currently and actually known (and not constructively, by imputation or by implication) by the party claiming such breach, or disclosed in writing to the party claiming such breach, on or prior to the date hereof.
Specially Designated National or Blocked Person. Either (x) Transferor is and will be either regulated by the SEC, FINRA or the Federal Reserve (a “Regulated Entity”) or is a wholly-owned subsidiary or affiliate of a Regulated Entity or (y) Transferor and any person or entity that directly or indirectly (a) controls Transferor or (b) has an ownership interest in Transferor of twenty-five percent (25%) or more, is not a Specially Designated National or Blocked Person, with respect to which entering into transactions with such a person or entity would violate OFAC or any other law.
Specially Designated National or Blocked Person. Neither Transferee (including, without limitation, any and all of its partners, directors and officers), nor any of its Affiliates is a Specially Designated National or Blocked Person. Neither Transferee nor any of its Affiliates is directly or indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government. Neither Transferee nor any of its Affiliates is acting on behalf of a government of any country that is subject to such an embargo.
Specially Designated National or Blocked Person. Tenant hereby represents its compliance with all applicable anti-money laundering laws, including, without limitation, the USA Patriot Act, and the laws administered by the United States Treasury Department’s Office of Foreign Assets Control, including, without limitation, Executive Order 13224. Tenant further represents (i) that it is not, and it is not owned or controlled directly or indirectly by any person or entity, on the Specially Designated Nationals (SDN) List published by the United States Treasury Department’s Office of Foreign Assets Control and (ii) that it is not a person otherwise identified by government or legal authority as a person with whom a U.S. Person is prohibited from transacting business. As of the date hereof, a list of such designations and the text of Executive Order 13224 are published under the internet address xxx.xxxxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx. Tenant covenants and agrees to deliver to Landlord any certification or other evidence requested from time to time by Landlord in its reasonable discretion, confirming Tenant’s compliance with this paragraph 6.19. Notwithstanding the foregoing, Landlord shall not request such certification or evidence more than twice in any twelve (12) month period unless an Event of Default exists or (a) such request is made in connection with any governmental inquiry of Landlord, (b) such certification or evidence is necessary for Landlord to comply with any law or regulation and/or any insurance regulation or requirement.
Specially Designated National or Blocked Person. Based solely on publicly-available information or as otherwise disclosed to SSLII, neither Transferor, nor any of its shareholders, directors or officers is a Specially Designated National or Blocked Person. Neither Transferor nor any of its shareholders is directly or indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government. Neither Transferor nor any of its shareholders, directors or officers is acting on behalf of a government of any country that is subject to such an embargo.
