Common use of Executive Order Clause in Contracts

Executive Order. (a) Purchaser hereby represents and warrants that Purchaser is in compliance with the requirements of the Orders. Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection during normal business hours and upon reasonable prior notice. (b) Purchaser hereby represents and warrants that neither Purchaser nor any beneficial owner of Purchaser: (i) is listed on the Lists; (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iii) is owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. (c) Purchaser hereby covenants and agrees that if Purchaser obtains knowledge that Purchaser or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Purchaser shall immediately notify Sellers in writing, and in such event, Sellers shall have the right to terminate this Agreement without penalty or liability to Purchaser immediately upon delivery of written notice thereof to Purchaser. In such event, Sellers shall return and/or cause to be returned to Purchaser the ▇▇▇▇▇▇▇ Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement.

Appears in 2 contracts

Sources: Real Estate Sale Agreement, Real Estate Sale Agreement (Equity Commonwealth)

Executive Order. (a) Purchaser hereby represents and warrants that Purchaser is Sellers are in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Further, Purchaser covenants Sellers covenant and agrees agree to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller Purchaser for its review and inspection during normal business hours and upon reasonable prior notice. (b) Purchaser Sellers hereby represents represent and warrants warrant that neither Purchaser nor any beneficial owner of PurchaserSellers: (i) is are not listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); (ii) is are not a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iiii) is are not owned or controlled by, or nor acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. (c) Purchaser Sellers hereby covenants covenant and agrees agree that if Purchaser obtains Sellers obtain knowledge that Purchaser or any of its beneficial owners becomes Sellers become listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Purchaser Sellers shall immediately notify Sellers Purchaser in writing, and in such event, Sellers Purchaser shall have the right to terminate this Agreement without penalty or liability to Purchaser Sellers immediately upon delivery of written notice thereof to PurchaserSellers. In such event, Sellers shall return and/or cause to be returned to Purchaser the ▇▇▇▇▇▇▇ Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. The foregoing representation, warranties and covenants in this Section 9.1.5 shall not apply, relate to or otherwise encompass any owners of publicly traded shares of any affiliate of any Seller, about which Sellers make no representations, warranties or covenants.

Appears in 2 contracts

Sources: Real Estate Sale Agreement, Real Estate Sale Agreement (Equity Commonwealth)

Executive Order. (a) Purchaser hereby represents and warrants that Purchaser is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other statutes, regulations, legislation, or executive orders are collectively called the “Orders”). Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection prior to Closing during normal business hours and upon reasonable prior notice. (b) Purchaser hereby represents and warrants that neither Purchaser nor any beneficial owner of Purchaser: (i) is not listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any similar list of prohibited parties maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”), and is not otherwise targeted by economic sanctions administered and enforced by OFAC; (ii) is not a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or; (iii) is not owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iv) is not in violation of any applicable anti-money laundering, anti-corruption or anti-bribery laws, rules, regulations or orders, and has policies and procedures that are reasonably designed to ensure such compliance. (c) Purchaser hereby covenants and agrees that if if, prior to Closing, Purchaser obtains knowledge that Purchaser or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Purchaser shall immediately notify Sellers Seller in writing, and in such event, Sellers Seller shall have the right to terminate this Agreement without penalty or liability to Purchaser immediately upon delivery of written notice thereof to Purchaser. In such event, Sellers Seller shall return and/or cause to be returned to Purchaser the ▇▇▇▇▇▇▇ Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement.

Appears in 1 contract

Sources: Real Estate Sale Agreement (Equity Commonwealth)

Executive Order. (a) Purchaser hereby represents and warrants that Purchaser Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection during normal business hours and upon reasonable prior notice. (b) Purchaser hereby represents and warrants that neither Purchaser nor any beneficial owner of Purchaseris not: (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists;”); or (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iii) is owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. (c) Purchaser . Seller hereby covenants and agrees that if Purchaser Seller obtains knowledge that Purchaser or any of its beneficial owners becomes listed on the Lists or Seller is indicted, arraigned, or custodially custodial detained on charges involving money laundering or predicate crimes to money laundering, Purchaser Seller shall immediately notify Sellers Buyer in writing, and in such event, Sellers Buyer shall have the right to terminate this Agreement without penalty or liability to Purchaser Seller immediately upon delivery of written notice thereof to PurchaserSeller. In such event, Sellers event the Second Deposit shall return and/or cause to be returned to Purchaser the ▇▇▇▇▇▇▇ Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this AgreementBuyer.

Appears in 1 contract

Sources: Agreement of Purchase and Sale (Nvidia Corp)

Executive Order. (a) Purchaser hereby represents and warrants that Purchaser Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Further, Purchaser Seller covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller Purchaser for its review and inspection during normal business hours and upon reasonable prior notice. (b) Purchaser hereby represents and warrants that neither Purchaser Neither Seller nor any beneficial owner of PurchaserSeller: (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iii) is owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. (c) Purchaser Seller hereby covenants and agrees that if Purchaser Seller obtains knowledge that Purchaser Seller or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Purchaser Seller shall immediately notify Sellers Purchaser in writing, and in such event, Sellers Purchaser shall have the right to terminate this Agreement without penalty or liability to Purchaser Seller immediately upon delivery of written notice thereof to PurchaserSeller. In such event, Sellers Seller shall return and/or cause to be returned to Purchaser the ▇▇▇▇▇▇▇ Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement.

Appears in 1 contract

Sources: Sale Agreement (Equity Commonwealth)

Executive Order. (a) Purchaser hereby represents and warrants that Purchaser is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders. Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection during normal business hours and upon reasonable prior notice”). (b) Purchaser hereby represents and warrants that neither Neither Purchaser nor any beneficial owner of Purchaser: (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iii) is owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. (c) Purchaser hereby covenants and agrees that if Purchaser obtains knowledge that Purchaser or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Purchaser shall immediately notify Sellers Seller in writing, and in such event, Sellers Seller shall have the right to terminate this Agreement Contract without penalty or liability to Purchaser immediately upon delivery of written notice thereof to Purchaser. In such event, Sellers shall return and/or cause to be returned to Purchaser event the ▇▇▇▇▇▇▇ Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party Money shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreementbe returned to Purchaser.

Appears in 1 contract

Sources: Real Estate Sale Agreement (Behringer Harvard Reit I Inc)

Executive Order. (a) Purchaser hereby represents and warrants that Purchaser is in compliance with the requirements of the Orders. Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection during normal business hours and upon reasonable prior notice. (b) Purchaser hereby represents and warrants that neither Purchaser nor any beneficial owner of Purchaser:, other than any indirect beneficial owners of Purchaser whom have acquired such interest by its acquisition of shares in a publicly held company listed on an Exchange (as hereafter defined): (i) is listed on the Lists; (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iii) is owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. (c) Purchaser hereby covenants and agrees that if Purchaser obtains knowledge that Purchaser or any of its beneficial owners (other than any indirect beneficial owners of Purchaser whom have acquired such interest by its acquisition of shares in a publicly held company listed on an Exchange) becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Purchaser shall immediately notify Sellers Seller in writing, and in such event, Sellers Seller shall have the right to terminate this Agreement without penalty or liability to Purchaser immediately upon delivery of written notice thereof to Purchaser. In such event, Sellers Seller shall return and/or cause to be returned to Purchaser the E▇▇▇▇▇▇ Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement.

Appears in 1 contract

Sources: Real Estate Sale Agreement (Mack Cali Realty L P)

Executive Order. (a) Purchaser hereby represents and warrants that Purchaser Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders. Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection during normal business hours and upon reasonable prior notice”). (b) Purchaser hereby represents and warrants that neither Purchaser Neither Seller nor any beneficial owner of PurchaserSeller: (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iii) is owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. (c) Purchaser Seller hereby covenants and agrees that if Purchaser Seller obtains knowledge that Purchaser Seller or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Purchaser Seller shall immediately notify Sellers Purchaser in writing, and in such event, Sellers Purchaser shall have the right to terminate this Agreement Contract without penalty or liability to Purchaser Seller immediately upon delivery of written notice thereof to PurchaserSeller. In such event, Sellers shall return and/or cause to be returned to Purchaser event the ▇▇▇▇▇▇▇ Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party Money shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreementbe returned to Purchaser.

Appears in 1 contract

Sources: Real Estate Sale Agreement (Behringer Harvard Reit I Inc)

Executive Order. (a) Purchaser hereby represents and warrants that Purchaser is in compliance with the requirements of the Orders. Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection during normal business hours and upon reasonable prior notice. (b) Purchaser hereby represents and warrants that neither Purchaser nor any beneficial owner of Purchaser: (i) is listed on the Lists; (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iii) is owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. (c) Purchaser hereby covenants and agrees that if Purchaser obtains knowledge that Purchaser or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Purchaser shall immediately notify Sellers Seller in writing, and in such event, Sellers Seller shall have the right to terminate this Agreement without penalty or liability to Purchaser immediately upon delivery of written notice thereof to Purchaser. In such event, Sellers Seller shall return and/or cause to be returned to Purchaser the ▇▇▇▇▇▇▇ Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement.

Appears in 1 contract

Sources: Sale Agreement (Equity Commonwealth)

Executive Order. (a) Purchaser Seller hereby represents and warrants that Purchaser Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders. Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection during normal business hours and upon reasonable prior notice”). (b) Purchaser Seller hereby represents and warrants that neither Purchaser Seller nor any beneficial owner of Purchaser:Seller other than any indirect beneficial owners of Seller whom have acquired such interest by its acquisition of shares in a publicly held company listed on an Exchange (hereafter defined): (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iii) is owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. (c) Purchaser Seller hereby covenants and agrees that if Purchaser Seller obtains knowledge that Purchaser Seller or any of its beneficial owners (other than any indirect beneficial owners of Seller whom have acquired such interest by its acquisition of shares in a publicly held company listed on an Exchange) becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Purchaser Seller shall immediately notify Sellers Purchaser in writing, and in such event, Sellers Purchaser shall have the right to terminate this Agreement without penalty or liability to Purchaser immediately upon delivery of written notice thereof to PurchaserSeller. In such event, Sellers shall return and/or cause to be returned to Purchaser the E▇▇▇▇▇▇ MoneyMoney shall be returned to Purchaser, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement.

Appears in 1 contract

Sources: Real Estate Sale Agreement (Mack Cali Realty L P)

Executive Order. (a) Purchaser Seller hereby represents and warrants that Purchaser Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Further, Purchaser Seller covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller Purchaser for its review and inspection during normal business hours and upon reasonable prior notice. (b) Purchaser Seller hereby represents and warrants that neither Purchaser nor any beneficial owner of PurchaserSeller: (i) is not listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists;”); and (ii) is not a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iii) is owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. (c) Purchaser Seller hereby covenants and agrees that if Purchaser Seller obtains knowledge that Purchaser or any of its beneficial owners Seller becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Purchaser Seller shall immediately notify Sellers Purchaser in writing, and in such event, Sellers Purchaser shall have the right to terminate this Agreement without penalty or liability to Purchaser Seller immediately upon delivery of written notice thereof to PurchaserSeller. In such event, Sellers shall return and/or cause to be returned to Purchaser event the E▇▇▇▇▇▇ Money, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party Money shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreementbe returned to Purchaser.

Appears in 1 contract

Sources: Real Estate Sale Agreement (Hines Real Estate Investment Trust Inc)