Common use of OFAC Compliance Clause in Contracts

OFAC Compliance. The Company and the Reinsurer each represents and warrants that it is in compliance with all laws, regulations, judicial and administrative orders applicable to the party and to the business reinsured under this Agreement, as they pertain to sanction laws administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and with Trade Embargo Laws, as such laws may be amended from time to time (collectively, the “Laws”). Neither party will be required to take any action under this Agreement that would violate said Laws, including, but not limited to, making any payments in violation of the Laws. The Company agrees to, prior to ceding any risk to the Reinsurer under this Agreement, screen, in accordance with current industry standards for the U.S. life insurance industry, each risk to ensure that an owner, insured, or beneficiary is not on the OFAC List of Specially Designated National and Blocked Persons (a “Prohibited Person”). The Company will not cede or otherwise transfer to the Reinsurer, and the Reinsurer will have no obligation to reinsure or indemnify the Company for any liabilities under any policy if an owner, insured, or beneficiary of such policy is a Prohibited Person. Should either party discover or otherwise become aware that a reinsurance transaction has been entered into or a payment has been made in violation of the Laws, the party who first becomes aware of the violation will notify the other party within five (5) business days of such discovery, and the Company will provide to the Reinsurer written notice of all information known by the Company regarding the identity of the Prohibited Person, including the name, date of birth, country, state or province and street address of the residence and/or business, social security number, driver’s license number or other governmental identification number, and telephone number(s) of such Prohibited Person. The parties will cooperate in order to take all necessary corrective actions. The parties agree that such reinsurance transaction will be null, void and of no effect from its inception, to the same extent as if the reinsurance transaction had never occurred. In such event, each party will be restored to the position it would have occupied if the violation had not occurred.

OFAC Compliance. The Ceding Company and the Reinsurer each represents and warrants that it is has policies and procedures in place to ensure compliance with all laws, regulations, judicial and administrative orders applicable to the party and to the business reinsured under this Agreement, as they pertain to sanction laws administered by the U.S. Treasury Department’s 's Office of Foreign Assets Control (“"OFAC”"), and with Trade Embargo Laws (collectively (the "Laws, as such laws may be amended from time to time (collectively, the “Laws”"). Neither party will be required to take any action under this Agreement that would violate said Laws, including, but not limited to, making any payments in violation of the Laws. The Ceding Company agrees to, prior to ceding any risk to the Reinsurer under this Agreement, screen, in accordance with current industry standards for the U.S. life insurance industry, screen each risk to ensure that an owner, insured, or beneficiary is not on the OFAC List list of Specially Designated National and Blocked Persons (a “"Prohibited Person”"). The Ceding Company will not cede or otherwise transfer to the Reinsurer, and the Reinsurer will have no obligation to reinsure or indemnify the Company for any liabilities under any policy if an owner, insured, or beneficiary of such policy is a Prohibited Person. Should either party discover or otherwise become aware that a reinsurance transaction has been entered into or a payment has been made in violation of the Laws, the party who first becomes aware of the violation will notify the other party within five (5) business days of such discovery, discovery and the Ceding Company will provide to the Reinsurer written notice of all information known by the Ceding Company regarding the identity of the Prohibited Person, including the name, date of birth, country, state or province and street address of the residence and/or businessresidence, social security number, driver’s license number or other governmental identification number, and telephone number(s) number of such Prohibited Person. The parties will cooperate in order to take all necessary corrective actionsactions to comply with the Laws. The parties agree that such reinsurance transaction cessions will be null, void void, and of no effect from its inception, to the same extent as if the reinsurance transaction policy had never occurredbeen ceded. In such event, each Each party will be restored to the position it would have occupied if the violation had not occurred, including the return of any payments received, unless prohibited by law.

OFAC Compliance. The Company and the Reinsurer each represents and warrants that it is in compliance with all laws, regulations, judicial and administrative orders applicable to the party Party and to the business reinsured under this Agreement, as they pertain to sanction laws administered by the U.S. Treasury Department’s 's Office of Foreign Assets Control (“"OFAC”"), and with Trade Embargo Laws, as such laws may be amended from time to time (collectively, the “"Laws”"). Neither party Party will be required to take any action under this Agreement that would violate said Laws, including, but not limited to, making any payments in violation of the Laws. The Company agrees to, prior to ceding any risk to the Reinsurer under this Agreement, screen, in accordance with current industry standards for the U.S. life insurance industry, each risk to ensure that an owner, insured, owner or beneficiary insured is not on the OFAC List of Specially Designated National and Blocked Persons (a “"Prohibited Person”"). The Company agrees to, prior to making payment of any claim on a policy reinsured under this Agreement, screen the risk to also ensure that the beneficiary is not a Prohibited Person. The Company will not cede or otherwise transfer to the Reinsurer, and the Reinsurer will have no obligation to reinsure or indemnify the Company for any liabilities under any policy if an owner, insured, or beneficiary of such policy is a Prohibited Person. Should either party Party discover or otherwise become aware that a reinsurance transaction has been entered into or a payment has been made in violation of the Laws, the party Party who first becomes aware of the violation will notify the other party Party within five (5) business days of such discovery, and the Company will provide to the Reinsurer written notice of all information known by the Company regarding the identity of the Prohibited Person, including the name, date of birth, country, state or province and street address of the residence and/or business, social security number, driver’s 's license number or other governmental government identification number, and telephone number(s) of such Prohibited Person. The parties Parties will cooperate in order to take all necessary corrective actions. The parties agree that such reinsurance transaction will be null, void and of no effect from its inception, actions to comply with the same extent as if the reinsurance transaction had never occurred. In such event, each party will be restored to the position it would have occupied if the violation had not occurredLaws.

OFAC Compliance. The Company and the Reinsurer each represents and warrants that it is in compliance with all laws, regulations, judicial and administrative orders applicable to the party Party and to the business reinsured under this Agreement, as they pertain to sanction laws administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and with Trade Embargo Laws, as such laws may be amended from time to time (collectively, the “Laws”). Neither party Party will be required to take any action under this Agreement that would violate said Laws, including, but not limited to, making any payments in violation of the Laws. The Company agrees to, prior to ceding any risk or making any payment to the Reinsurer under this Agreement, screen, in accordance with current industry standards for the U.S. life insurance industry, each risk to ensure that an ownera Policyowner, insured, or beneficiary is not on the OFAC List of Specially Designated National and Blocked Persons (a “Prohibited Person”). The Company will not cede or otherwise transfer to the Reinsurer, and the Reinsurer will have no obligation to reinsure or indemnify the Company for any liabilities under any policy if an ownera policyowner, insured, or beneficiary of such policy is a Prohibited Person. The Reinsurer shall have no obligation to indemnify the Company for any payment made on any Reinsured Policy if the policyowner, insured, or beneficiary is a Prohibited Person. Should either party Party discover or otherwise become aware that a reinsurance transaction has been entered into or a payment has been made in violation of the Laws, the party Party who first becomes aware of the violation will notify the other party Party within five (5) business days of such discovery, and the Company will provide to the Reinsurer written notice Written Notice of all information known by the Company regarding the identity of the Prohibited Person, including the name, date of birth, country, state or province and street address of the residence and/or business, social security number, driver’s license number or other governmental government identification number, and telephone number(s) of such Prohibited Person. The parties Parties will cooperate in order to take all necessary corrective actionsactions to comply with the Laws. The parties agree If the Parties determine that there was a violation of the Laws at the time a reinsured Policy was issued, then reinsurance on such reinsurance transaction will Policy shall be null, void void, and of no effect from its inceptioneffect, to and the same extent Policy shall be treated as if the no reinsurance transaction had never occurred. In such event, ever existed and each party will Party shall be restored to the position it would have occupied if the violation Policy had not occurredbeen reinsured, including the return of premiums received, unless prohibited by law.

OFAC Compliance. The Company Administrative Agent hereby notifies the Borrower that, pursuant to the requirements of the USA Patriot Act and the Reinsurer each Administrative Agent’s policies and practices, the Administrative Agent is required to obtain, verify, and record certain information and documentation that identifies the Borrower, which information includes the name and address of the Borrower and such other information that will allow the Administrative Agent to identify the Borrower in accordance with the USA Patriot Act. The Borrower hereby represents and warrants covenants that it is not and will not become a Person [LOAN AGREEMENT] Voya Loan No. 30340 (hereinafter individually referred to as a “Prohibited Person” and collectively as “Prohibited Persons”) listed on the OFAC List or otherwise subject to any other prohibitions or restriction imposed by any Laws administered by OFAC (hereinafter referred to collectively as the “OFAC Rules”). The Borrower hereby further represents and covenants that it (a) is not and will not become owned or controlled by a Prohibited Person, (b) is not acting and will not act for or on behalf of a Prohibited Person, (c) is not otherwise associated with and will not become associated with a Prohibited Person, (d) is not providing and will not provide any material, financial or technological support for or financial or other service to or in compliance with all lawssupport of acts of terrorism or a Prohibited Person. The Borrower shall immediately notify the Administrative Agent if it has knowledge that any Guarantor or any member or beneficial owner of the Borrower or any member of the Borrowing Group is or becomes a Prohibited Person or (1) is indicted on or (2) arraigned and held over on charges involving money laundering or predicate crimes to money laundering. The Borrower will not enter into any Lease, regulationsoccupancy, judicial and administrative orders applicable or any other transaction or undertake any activities related to the party and to Loan in violation of the business reinsured under this AgreementAnti-Money Laundering Laws. The Borrower shall (A) not use or permit the use of any proceeds of the Loan in any way that will violate either the OFAC Rules, as they pertain to sanction laws administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and with Trade Embargo any Anti-Money Laundering Laws, any Anti-Terrorism Laws, or any Anti-Corruption Laws, (B) comply and cause all of its subsidiaries to comply with applicable OFAC Rules, Anti-Money Laundering Laws, Anti-Terrorism Laws, or Anti-Corruption Laws, (C) provide information as such laws the Administrative Agent may be amended require from time to time (collectivelyto permit the Administrative Agent to satisfy its obligations under the OFAC Rules, the “Laws”). Neither party will be required to take any action under this Agreement that would violate said Anti-Money Laundering Laws, includingAnti-Terrorism Laws, but or Anti-Corruption Laws, and (D) not limited engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the foregoing. The Borrower shall immediately notify the Administrative Agent if any tenant becomes a Prohibited Person or (x) is convicted of, (y) pleads nolo contendere to, making any payments in violation of the Laws. The Company agrees to, prior to ceding any risk to the Reinsurer under this Agreement, screen, in accordance with current industry standards for the U.S. life insurance industry, each risk to ensure that an owner, insured(z) is indicted on, or beneficiary (aa) is not arraigned and held over on the OFAC List of Specially Designated National and Blocked Persons (a “Prohibited Person”). The Company will not cede charges involving money laundering or otherwise transfer predicate crimes to the Reinsurer, and the Reinsurer will have no obligation to reinsure or indemnify the Company for any liabilities under any policy if an owner, insured, or beneficiary of such policy is a Prohibited Person. Should either party discover or otherwise become aware that a reinsurance transaction has been entered into or a payment has been made in violation of the Laws, the party who first becomes aware of the violation will notify the other party within five (5) business days of such discovery, and the Company will provide to the Reinsurer written notice of all information known by the Company regarding the identity of the Prohibited Person, including the name, date of birth, country, state or province and street address of the residence and/or business, social security number, driver’s license number or other governmental identification number, and telephone number(s) of such Prohibited Person. The parties will cooperate in order to take all necessary corrective actions. The parties agree that such reinsurance transaction will be null, void and of no effect from its inception, to the same extent as if the reinsurance transaction had never occurred. In such event, each party will be restored to the position it would have occupied if the violation had not occurredmoney laundering.

OFAC Compliance. The Ceding Company and the Reinsurer each represents and warrants that it is in compliance with all laws, regulations, sanction laws (including related regulations and judicial and administrative orders applicable to the party and to the business reinsured under this Agreement, as they pertain to sanction laws orders) administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), ) and with Trade Embargo Laws, laws designating certain countries as blocked countries (as such laws may be amended from time to time (time, collectively, the “Laws”). Neither party will be required to take any action under this Agreement that would violate said Laws, including, including but not limited to, making any payments in violation of the Laws. The Ceding Company agrees to, prior to ceding making any risk to the Reinsurer payment under a Reinsured Policy reinsured under this Agreement, screen, in accordance with current industry standards for the U.S. life insurance industry, each risk the payee to ensure that an owner, insured, or beneficiary the payee is not on the OFAC List of Specially Designated National and Blocked Persons (a “Prohibited Person”). The Company will not cede or otherwise transfer to the Reinsurer, and the Reinsurer will have no obligation to reinsure or indemnify the Ceding Company for any liabilities payment under any policy Reinsured Policy if an owner, insured, or beneficiary of such policy the payee is a Prohibited Person. Should either party discover or otherwise become aware that a reinsurance transaction has been entered into or a payment has been made under a Reinsured Policy in violation of the Laws, the party who first becomes aware of the violation will notify the other party within five (5) business days of such discovery, and the Ceding Company will provide to the Reinsurer written notice of all information known by the Ceding Company regarding the identity of the Prohibited Person, including such as the name, date of birth, country, state or province and street address of the residence and/or business, social security number, driver’s license number or other governmental identification number, and telephone number(s) of such Prohibited Person▇▇▇▇▇▇. The parties will cooperate in order to take all reasonably necessary corrective actions. The parties agree that such reinsurance transaction will be null, void and of no effect from its inception, to the same extent as if the reinsurance transaction had never occurred. In such event, each party will be restored to the position it would have occupied if the violation had not occurred.

OFAC Compliance. The Company and the Reinsurer each represents and warrants that it is in compliance with all laws, regulations, judicial and administrative orders applicable to the party Party and to the business reinsured under this Agreement, as they pertain to sanction laws administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and with Trade Embargo Laws, as such laws may be amended from time to time (collectively, the “Laws”). Neither party Party will be required to take any action under this Agreement that would violate said Laws, including, but not limited to, making any payments in violation of the Laws. The Company agrees to, prior to ceding any risk to the Reinsurer under this Agreement, screen, in accordance with current industry standards for the U.S. life insurance industry, each risk to ensure that an owner, insured, or beneficiary is not on the OFAC List of Specially Designated National and Blocked Persons (a “Prohibited Person”). The Company will not cede or otherwise transfer to the Reinsurer, and the Reinsurer will have no obligation to reinsure or indemnify the Company for any liabilities under any policy if an owner, insured, or beneficiary of such policy is a Prohibited Person. Should either party Party discover or otherwise become aware that a reinsurance transaction has been entered into or a payment has been made in violation of the Laws, the party Party who first becomes aware of the violation will notify the other party Party within five (5) business days of such discovery, and the Company will provide to the Reinsurer written notice of all information known by the Company regarding the identity of the Prohibited Person, including the name, date of birth, country, state or province and street address of the residence and/or business, social security number, driver’s license number or other governmental government identification number, and telephone number(s) of such Prohibited Person. The parties Parties will cooperate in order to take all necessary corrective actions. The parties agree that such reinsurance transaction will be null, void and of no effect from its inception, actions to comply with the same extent as if the reinsurance transaction had never occurred. In such event, each party will be restored to the position it would have occupied if the violation had not occurredLaws.

OFAC Compliance. The Company Parties represent that they are using, and the Reinsurer each represents and warrants that it is shall use commercially reasonable efforts to continue to be, in compliance with all laws, regulations, judicial and administrative orders applicable to the party and to the business reinsured under this Agreement, Policies as they pertain to the sanction laws administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and with Trade Embargo Laws, as such laws may be amended from time to time (collectively, collectively the “Laws”). Neither party will Party shall be required to take any action under this Agreement that would violate said Laws, including, but not limited to, making any payments in violation of the Laws. The Company agrees to, prior to ceding any risk to the Reinsurer under this Agreement, screen, in accordance with current industry standards for the U.S. life insurance industry, each risk to ensure that an owner, insured, or beneficiary is not on the OFAC List of Specially Designated National and Blocked Persons (a “Prohibited Person”). The Company will not cede or otherwise transfer to the Reinsurer, and the Reinsurer will have no obligation to reinsure or indemnify the Company for any liabilities under any policy if an owner, insured, or beneficiary of such policy is a Prohibited Person. Should either party Party discover or otherwise become aware that a reinsurance transaction has been entered into or a payment has been made in violation of the Laws, the party Party who first becomes aware of the violation will of the Laws shall notify the other party within five (5) business days of such discoveryParty, and the Company will provide to the Reinsurer written notice of all information known by the Company regarding the identity of the Prohibited Person, including the name, date of birth, country, state or province and street address of the residence and/or business, social security number, driver’s license number or other governmental identification number, and telephone number(s) of such Prohibited Person. The parties will Parties shall cooperate in order to take all necessary corrective actions. It is the intention of the Ceding Company and the Reinsurer to comply with all applicable laws, statutes, regulations and rules. The parties agree that Ceding Company is responsible for compliance with all such reinsurance transaction will be nulllaws, void statutes, regulations and of no effect from its inception, rules applicable to the same extent sale and solicitation of policies reinsured under this Agreement including, but not limited to, the requirements of the USA PATRIOT Act and the United States Department of the Treasury’s Office of Foreign Asset Control (hereinafter referred to as if “OFAC”). Should either party receive information that a Policy reinsured under this Agreement may insure or be owned, transferred or payable to or be brokered or sold by a Specially Designated National (hereinafter referred to as “SDN”), as such term is defined by OFAC, that party shall provide such information to the reinsurance transaction had never occurredother party. In such eventno event shall the Reinsurer be liable for reinsurance, each party will nor shall a reinsurance claim be restored payable, unless the issuance of insurance by the Ceding Company met the OFAC regulatory requirements. In the event that the Ceding Company’s payment of a claim on a Policy reinsured with the Reinsurer is prohibited by OFAC regulations subsequent to the position it would have occupied if issuance of insurance, the violation had not occurredproceeds payable by the Reinsurer to the Ceding Company shall be credited into an interest bearing account established on the books of a U.S. financial institution until such time as the Ceding Company is able to secure a general or specific license to pay such proceeds from OFAC or until such disposition of the proceeds is directed by OFAC.

OFAC Compliance. (a) The Company and the Reinsurer each Lessee hereby represents and warrants that it is in compliance with all laws, regulations, judicial and administrative orders applicable to the party Port Authority that the Lessee is not, and to shall not become, a person or entity with whom the Port Authority is restricted from doing business reinsured under this Agreement, as they pertain to sanction laws administered by the U.S. Treasury Department’s regulations of the Office of Foreign Assets Asset Control (“OFAC”), and with Trade Embargo Laws, as such laws may be amended from time to time ) of the United States Department of the Treasury (collectively, the “Laws”). Neither party will be required to take any action under this Agreement that would violate said Laws, including, but not limited to, making any payments in violation of the Laws. The Company agrees to, prior to ceding any risk to the Reinsurer under this Agreement, screen, in accordance with current industry standards for the U.S. life insurance industry, each risk to ensure that an owner, insured, or beneficiary is not those named on the OFAC List of OFAC’s Specially Designated National and Blocked Persons (a “Prohibited Person”). The Company will not cede list) or otherwise transfer to the Reinsurer, and the Reinsurer will have no obligation to reinsure or indemnify the Company for any liabilities under any policy if an ownerstatute, insuredexecutive order (including, or beneficiary of such policy is a Prohibited Person. Should either party discover or otherwise become aware that a reinsurance transaction has been entered into or a payment has been made in violation of the Lawsbut not limited to, the party who first becomes aware of the violation will notify the other party within five (5) business days of such discoverySeptember 24, 2001 Executive Order on Terrorist Financing Blocking Property and the Company will provide to the Reinsurer written notice of all information known by the Company regarding the identity of the Prohibited PersonProhibiting Transactions With Persons Who Commit, including the nameThreaten To Commit or Support Terrorism), date of birth, country, state or province and street address of the residence and/or business, social security number, driver’s license number or other governmental identification numberaction and is not engaging, and telephone number(s) of shall not engage, in any dealings or transactions or be otherwise associated with such Prohibited Personpersons or entities. The parties will cooperate Lessee acknowledges that the Port Authority is entering into this Agreement in order to take all necessary corrective actions. The parties agree reliance on the foregoing representations and warranties and that such reinsurance transaction will be nullrepresentations 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 any of the foregoing representations and warranties by Lessee, void the Port Authority shall have the right, in addition to any and of no effect from its inceptionall other remedies provided under this Agreement or at law or in equity, to the same extent as if the reinsurance transaction had never occurredimmediately terminate this Agreement upon written notice to Lessee. Lessee further acknowledges that there shall be no cure for such a breach. In the event of any such eventtermination by the Port Authority, each party will be restored Lessee shall, immediately on receipt of the Port Authority’s termination notice, cease all use of and operations permitted under this Agreement and surrender possession of the Premises to the position Port Authority without the Port Authority being required to resort to any other legal process. Termination on the afore-described basis shall be deemed a termination for cause. (b) The Lessee shall indemnify and hold harmless the Indemnified Parties from and against any and all claims, damages, losses, risks, liabilities and expenses (including, without limitation, attorney’s fees and disbursements) arising out of, relating to, or in connection with the Lessee’s breach of any of its representations and warranties made under this paragraph. Upon the request of the Port Authority, the Lessee shall at its own expense defend any suit based upon any such claim or demand (even if such suit, claim or demand is groundless, false or fraudulent) and in handling such it would have occupied if shall not, without obtaining express advance permission from the violation had not occurredGeneral Counsel of the Port Authority, raise any defense involving in any way the jurisdiction of the tribunal over the person of the Port Authority, the immunity of the Port Authority, its Commissioners, officers, agents or employees, the governmental nature of the Port Authority, or the provision of any statutes respecting suits against the Port Authority.

OFAC Compliance. The Company and Neither Buyer nor, to Buyer’s actual knowledge, any Person (defined below) who owns a direct or indirect interest in Buyer (collectively, a “Buyer Party”) is now nor shall be at any time until the Reinsurer each represents and warrants that it Closing under this Agreement an individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity (collectively, a “Person”) with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories (collectively, a “U.S. Person”), including a United States Financial Institution as defined in 31 U.S.C. 5312, as periodically amended (“Financial Institution”), is in compliance with all laws, regulations, judicial and administrative orders applicable to prohibited from transacting business of the party and to the business reinsured under type contemplated by this Agreement, as they pertain to sanction laws administered whether such prohibition arises under United States law, regulation, executive orders and lists published by the U.S. Treasury Department’s Office of Foreign Assets Control Control, Department of the Treasury (“OFAC”), ) (including those executive orders and lists published by OFAC with Trade Embargo Laws, respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as such laws Persons with whom U.S. Persons may be amended from time not transact business or must limit their interactions to time (collectively, the “Laws”)types approved by OFAC) or otherwise. Neither party will Buyer nor, to Buyer’s actual knowledge, any Buyer Party, nor any Person providing funds to Buyer in connection with the transaction contemplated hereby (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be required predicate crimes to take money laundering or any violation of any Anti-Money Laundering Laws; (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws (as defined herein); or (iii) has had any of its funds seized or forfeited in any action under any Anti Money Laundering Laws. For purposes of this Agreement subsection, the term “Anti-Money Laundering Laws” shall mean laws, regulations and sanctions, state and federal, criminal and civil, that would violate said Laws(1) limit the use of and/or seek the forfeiture of proceeds from illegal transaction; (2) limit commercial transactions with designated countries or individuals believed to be terrorists, including, but not limited to, making any payments narcotics dealers or otherwise engaged in violation activities contrary to the interests of the Laws▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇; (3) require identification and documentation of the parties with whom a Financial Institution conducts business; or (4) are designed to disrupt the flow of funds to terrorist organizations. The Company agrees toSuch laws, prior regulations and sanctions shall be deemed to ceding any risk to include the Reinsurer under this AgreementUSA PATRIOT Act of 2001, screen, in accordance with current industry standards for Pub. L. No. 107-56 (the U.S. life insurance industry, each risk to ensure that an owner, insured, or beneficiary is not on the OFAC List of Specially Designated National and Blocked Persons (a “Prohibited PersonPatriot Act”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et. The Company will not cede or otherwise transfer to seq., the ReinsurerTrading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the Reinsurer will have sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Section 1956 and 1957. With respect to parties owning indirect interests in Buyer, Seller acknowledges that Buyer has relied exclusively on its U.S. broker-dealer network to implement the normal and customary investor screening practices mandated by applicable law and FINRA regulations in making the foregoing representations. Seller hereby acknowledge that "Buyer’s actual knowledge," or words of similar import upon which certain of the representations and warranties set forth in this Article are based, means only the current actual (as opposed to implied or constructive) knowledge of ▇▇▇ ▇▇▇▇▇ del Rio, General Counsel of Steadfast Companies, without conducting any investigations whatsoever, or other inquiry or review of files in Buyer’s possession or control in connection with this transaction or the making of the representations contained in this Article 9, and shall not be construed to refer to the knowledge of any other Buyer Party. There shall be no obligation personal liability on the part of any Knowledge Party arising out of any of the Buyer’s representations and warranties. Buyer’s representations and warranties in this Section 9.1 shall survive the Closing and not be merged therein for a period of nine (9) months, and Buyer shall only be liable to reinsure Buyer hereunder for a thereof breach with respect to which a claim is made by Seller against Buyer on or indemnify before the Company expiration of the ninth (9th) month following Closing. Furthermore, Buyer’s aggregate liability for damages for any liabilities under any policy if an owner, insured, or beneficiary breach of such policy is a Prohibited Personrepresentations and warranties shall be limited to an amount equal to $1,000,000.00. Should either party discover or otherwise become aware that a reinsurance transaction has been entered into or a payment has been made in violation The foregoing representations and warranties of Buyer shall be remade by Buyer as of the Laws, the party who first becomes aware of the violation will notify the other party within five (5) business days of such discovery, and the Company will provide to the Reinsurer written notice of all information known by the Company regarding the identity of the Prohibited Person, including the name, date of birth, country, state or province and street address of the residence and/or business, social security number, driver’s license number or other governmental identification number, and telephone number(s) of such Prohibited Person. The parties will cooperate in order to take all necessary corrective actions. The parties agree that such reinsurance transaction will be null, void and of no effect from its inception, to the same extent as if the reinsurance transaction had never occurred. In such event, each party will be restored to the position it would have occupied if the violation had not occurredClosing Date.