Common use of Prohibited Transaction Clause in Contracts

Prohibited Transaction. To Sellers' knowledge, neither Seller, nor any member, partner or shareholder of Seller, nor any person or entity with actual authority to direct the actions of any member, partner or shareholder of Seller, nor, to Seller's knowledge, any other person or entity holding any legal or beneficial interest whatsoever in Seller (i) are named on any list of persons and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 - Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on the Effective Date, or any similar list known to Seller or publicly issued by OFAC or any other department or agency of the United States of America (collectively, the “OFAC Lists”), (ii) are included in, owned by, controlled by, knowing acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons referred to or described in the OFAC Lists, or (iii) has knowingly conducted business with or knowingly engaged in any transaction with any person named on any of the OFAC Lists or any person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or, to Seller's knowledge, otherwise associated with any of the persons referred to or described in the OFAC Lists. To Sellers' knowledge, each Seller is currently in compliance with, and shall at all times during the term of this Agreement remain in compliance with, the regulations of OFAC and any statute, executive order (including Executive Order 13224), and any regulation relating thereto.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Thomas Properties Group Inc)

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Prohibited Transaction. To Sellers' knowledge, neither SellerNeither TPG, nor any member, partner or shareholder of Sellerin TPG, nor any person or entity with actual authority to direct the actions of any memberpartner of TPG, partner or shareholder of Seller, nor, to Seller's knowledge, nor any other person or entity holding any legal or beneficial interest whatsoever in Seller TPG (except that no representation is made with respect to any shareholder of publicly traded shares in Xxxxxx Properties Group, Inc.) (i) are named on any list of persons and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 - Blocking Property Properties and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on the Effective Date, or any similar list known to Seller TPG or publicly issued by OFAC or any other department or agency of the United States of America (collectively, the “OFAC Lists”), (ii) are included in, owned by, controlled by, knowing acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons referred to or described in the OFAC Lists, or (iii) has knowingly conducted business with or knowingly engaged in any transaction with any person named on any of the OFAC Lists or any person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or, to Seller's knowledge, or otherwise associated with any of the persons referred to or described in the OFAC Lists. To Sellers' knowledge, each Seller TPG is currently in compliance with, and shall at all times during the term of this Agreement remain in compliance with, the regulations of OFAC and any statute, executive order (including Executive Order 13224), and any regulation relating thereto.

Appears in 1 contract

Samples: Distribution Option Agreement (Thomas Properties Group Inc)

Prohibited Transaction. To Sellers' knowledge, neither SellerNeither PKY Austin, nor any member, partner or shareholder of Sellermember in PKY Austin, nor any person or entity with actual authority to direct the actions of any memberpartner of PKY Austin, partner or shareholder of Seller, nor, to Seller's knowledge, nor any other person or entity holding any legal or beneficial interest whatsoever in Seller PKY Austin (except that no representation is made with respect to any shareholder of publicly traded shares in Parkway Properties, Inc.) (i) are named on any list of persons and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 - Blocking Property Company Project and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on the Effective Date, or any similar list known to Seller PKY or publicly issued by OFAC or any other department or agency of the United States of America (collectively, the “OFAC Lists”), (ii) are included in, owned by, controlled by, knowing acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons referred to or described in the OFAC Lists, or (iii) has knowingly conducted business with or knowingly engaged in any transaction with any person named on any of the OFAC Lists or any person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or, to Seller's knowledge, or otherwise associated with any of the persons referred to or described in the OFAC Lists. To Sellers' knowledge, each Seller PKY Austin is currently in compliance with, and shall at all times during the term of this Agreement remain in compliance with, the regulations of OFAC and any statute, executive order (including Executive Order 13224), and any regulation relating thereto.

Appears in 1 contract

Samples: Redemption and Distribution Agreement (Parkway Properties Inc)

Prohibited Transaction. To Sellers' knowledge, neither SellerNeither PKY Entity, nor any member, partner or shareholder of Sellermember in either PKY Entity, nor any person or entity with actual authority to direct the actions of any memberpartner of either PKY Entity, partner or shareholder of Seller, nor, to Seller's knowledge, nor any other person or entity holding any legal or beneficial interest whatsoever in Seller either PKY Entity (except that no representation is made with respect to any shareholder of publicly traded shares in Parkway Properties, Inc.) (i) are named on any list of persons and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 - Blocking Property Company Project and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on the Effective Date, or any similar list known to Seller PKY or publicly issued by OFAC or any other department or agency of the United States of America (collectively, the “OFAC Lists”), (ii) are included in, owned by, controlled by, knowing acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons referred to or described in the OFAC Lists, or (iii) has knowingly conducted business with or knowingly engaged in any transaction with any person named on any of the OFAC Lists or any person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or, to Seller's knowledge, or otherwise associated with any of the persons referred to or described in the OFAC Lists. To Sellers' knowledge, each Seller Each PKY Entity is currently in compliance with, and shall at all times during the term of this Agreement remain in compliance with, the regulations of OFAC and any statute, executive order (including Executive Order 13224), and any regulation relating thereto.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Parkway Properties Inc)

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Prohibited Transaction. To Sellers' knowledge, neither SellerNeither TPG, nor any member, partner or shareholder of Sellerin TPG, nor any person or entity with actual authority to direct the actions of any memberpartner of TPG, partner or shareholder of Seller, nor, to Seller's knowledge, nor any other person or entity holding any legal or beneficial interest whatsoever in Seller TPG (except that no representation is made with respect to any shareholder of publicly traded shares in Xxxxxx Properties Group, Inc.) (i) are named on any list of persons and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 - Blocking Property Company Project and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on the Effective Date, or any similar list known to Seller TPG or publicly issued by OFAC or any other department or agency of the United States of America (collectively, the “OFAC Lists”), (ii) are included in, owned by, controlled by, knowing acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons referred to or described in the OFAC Lists, or (iii) has knowingly conducted business with or knowingly engaged in any transaction with any person named on any of the OFAC Lists or any person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or, to Seller's knowledge, or otherwise associated with any of the persons referred to or described in the OFAC Lists. To Sellers' knowledge, each Seller TPG is currently in compliance with, and shall at all times during the term of this Agreement remain in compliance with, the regulations of OFAC and any statute, executive order (including Executive Order 13224), and any regulation relating thereto.

Appears in 1 contract

Samples: Redemption and Liquidation Option Agreement (Thomas Properties Group Inc)

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