Common use of Other General Agreements Clause in Contracts

Other General Agreements. 7.1 Each Debtor represents and acknowledges that such Debtor: (i) is a sophisticated business person with significant experience in the operation of business ventures and the incurrence of indebtedness in connection therewith, and (ii) is represented by counsel with respect to the drafting and execution of this Note. 7.2 Debtors represent and warrant to the Landlord Parties as follows: (a) Each Debtor is duly organized, is validly existing and in good standing under the laws of the state of its organization. Each Debtor has the full right, power and authority to enter into this Note and all documents contemplated hereby, and to consummate the transactions contemplated by this Note. All requisite action has been taken by each Debtor in connection with entering into this Note, and the consummation of the transaction contemplated hereby. Each person signing this Note and the other documents contemplated by this Note on behalf of each Debtor has the legal right, power and authority to bind such Debtor. (b) The execution, delivery and performance by Debtors of this Note and the instruments referenced herein and the transaction contemplated hereby will not conflict with, or with or without notice or the passage of time or both, result in a breach of, violate any term or provision of, or constitute a default under any articles of formation, bylaws, partnership agreement, operating agreement, indenture, deed of trust, mortgage, contract, agreement (oral or written), judicial or administrative order, or any law to which any Debtor is bound. (c) No approval or consent from any person or entity (including any partners, shareholder, member, creditor, investor or governmental authority) is required for Debtors to execute, deliver or perform this Note or the other instruments contemplated hereby or for Debtors to consummate the transactions contemplated hereby, except such approvals and consents as have been obtained on or prior to the date hereof. This Note and all documents required hereby to be executed by Debtors are and shall be valid, legally binding obligations of and enforceable against Debtors in accordance with their terms. (d) No Debtor is a Prohibited Person (as hereinafter defined). To each Debtor’s knowledge, none of its investors, affiliates or brokers or other agents (if any), acting or benefiting in any capacity in connection with this Note is a Prohibited Person. The funds or other assets Debtors will pay to the Landlord Parties under this Note are not the property of, or beneficially owned, directly or indirectly, by a Prohibited Person; and the funds or other assets Debtors will pay to the Landlord Parties under this Note are not the proceeds of specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7). “Prohibited Person” means any of the following: (a) a person that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the “Executive Order”); (b) a person owned or controlled by, or acting for or on behalf of any person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (c) a person that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) at its official website, h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/enforcement/ofac; (d) a person that is otherwise the target of any economic sanctions program currently administered by OFAC; or (e) a person that is affiliated with any person identified in clause (a), (b), (c) and/or (d) above.