11.1.14
PATRIOT ACT.
(1)
SELLER IS IN COMPLIANCE WITH THE REQUIREMENTS OF EXECUTIVE ORDER
NO. 133224, 66 FED. REG. 49079 (SEPT. 25, 2001) (THE "ORDER") AND OTHER SIMILAR
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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, SELLER COVENANTS AND AGREES TO MAKE ITS
POLICIES, PROCEDURES AND PRACTICES REGARDING COMPLIANCE WITH THE ORDERS, IF ANY,
AVAILABLE TO PURCHASER FOR ITS REVIEW AND INSPECTION DURING NORMAL BUSINESS
HOURS AND UPON REASONABLE PRIOR NOTICE.
(2)
NEITHER SELLER NOR ANY BENEFICIAL OWNER OF SELLER:
(A)
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");
(B)
IS A PERSON OR ENTITY WHO HAS BEEN DETERMINED BY COMPETENT
AUTHORITY TO BE SUBJECT TO THE PROHIBITIONS CONTAINED IN THE ORDERS; OR
(C)
IS OWNED OR CONTROLLED BY, OR ACTS FOR OR ON BEHALF OF, ANY PERSON
OR ENTITY ON THE LISTS OR ANY OTHER PERSON OR ENTITY WHO HAS BEEN DETERMINED BY
COMPETENT AUTHORITY TO BE SUBJECT TO THE PROHIBITIONS CONTAINED IN THE ORDERS.
Notwithstanding anything contained herein to the contrary, for the purposes of
this provision, the phrase "any beneficial owner of Seller" shall not include
(x) any holder of a direct or indirect interest in a publicly traded company
whose shares are listed and traded on a United States national stock exchange,
or (y) any limited partner, unit holder or shareholder owning an interest of
five percent (5%) or less in Seller or in the holder of any direct or indirect
interest in Seller.
11.2
Purchaser's Warranties and Representations.
The matters set forth
in this Section 11.2 constitute representations, warranties and covenants by
Purchaser which are now and shall, at the Closing, be true and correct.
11.2.1
NO BROKER.
EXCEPT FOR SELLER'S BROKER, PURCHASER HAS NOT ENGAGED OR
DEALT WITH ANY BROKER OR FINDER IN CONNECTION WITH THE SALE CONTEMPLATED BY THIS
AGREEMENT.
PURCHASER SHALL INDEMNIFY AND HOLD HARMLESS SELLER AND ADVISOR FROM
ANY CLAIMS, COSTS, DAMAGES OR LIABILITIES (INCLUDING ATTORNEYS' FEES) ARISING
FROM ANY BREACH OF THE REPRESENTATION CONTAINED IN THIS SECTION 11.2.1 OR IF THE
SAME SHALL BE BASED ON ANY STATEMENT, REPRESENTATION OR AGREEMENT BY PURCHASER
WITH RESPECT TO THE PAYMENT OF ANY BROKERAGE COMMISSIONS OR FINDER'S FEES.
11.2.2
POWER AND AUTHORITY.
PURCHASER HAS THE LEGAL POWER, RIGHT AND
AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
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11.2.3
INDEPENDENT INVESTIGATION.
THE CONSUMMATION OF THIS TRANSACTION
SHALL CONSTITUTE PURCHASER'S ACKNOWLEDGMENT THAT IT HAS INDEPENDENTLY INSPECTED
AND INVESTIGATED THE PROPERTY AND, TOGETHER WITH THE TERMS AND CONDITIONS OF