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Authentisign ID:D25BAD20.4B89-43DF-A6C8-A318D3577A86 <br /> Blocked Persons List maintained by OFAC pursuant to the Order or on any other list of <br /> terrorists or terrorist organizations maintained pursuant to any of the rules and regulations <br /> of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to <br /> as the "Lists"); (B) is a person who has been determined by competent authority to be <br /> subject to the prohibitions contained in the Orders; or (C) is owned or controlled by, or <br /> acts for or on behalf of, any person on the Lists or any other person who has been <br /> determined by competent authority to be subject to the prohibitions contained in the <br /> Orders. <br /> 9.2 Buyer's Representations and Warranties. In addition to other <br /> representations herein, Buyer represents and warrants to Seller as of the Effective Date <br /> and as of the date of closing: <br /> 9.2.1 Buyer is duly organized and validly existing under the laws of <br /> the State of Washington with the full power and authority to perform its obligations <br /> hereunder. <br /> 9.2.2 None of the execution, delivery, or performance of this <br /> Agreement by Buyer does or will, with or without the giving of notice, lapse of time, or <br /> both, violate, conflict with, constitute a default under, or result in a loss of rights under or <br /> require the approval or waiver of any entity under (i) the organizational documents of <br /> Buyer or any material agreement, instrument, or other document to which Buyer is a party <br /> or by which Buyer is bound, or (ii) any judgment, decree, order, statute, injunction, rule, <br /> regulation, or the like of a governmental unit applicable to Buyer. <br /> 9.2.3 The execution, delivery, and performance by Buyer of this <br /> Agreement has been duly and validly authorized by all requisite action on the part of the <br /> Buyer. This Agreement constitutes the legal, valid, and binding obligation of Buyer, <br /> enforceable against it in accordance with its terms. <br /> 9.2.4 Buyer is in compliance with the requirements of the Orders. <br /> Neither Buyer nor any beneficial owner of Buyer: (a) is on the Lists; (b) is a person who <br /> has been determined by competent authority to be subject to the prohibitions contained <br /> in the Orders; or (c) is owned or controlled by, or acts for or on behalf of, any person on <br /> the Lists or any other person who has been determined by competent authority to be <br /> subject to the prohibitions contained in the Orders. <br /> 9.2.5 There is no bankruptcy, insolvency, rearrangement, or similar <br /> action or proceeding, whether voluntary or involuntary, pending or, to the Buyer's <br /> knowledge, threatened against Buyer. <br /> 10. Casualty Loss/Eminent Domain. Seller shall immediately give notice to <br /> Buyer: (a) after the occurrence of any event causing material damage to the Property or <br /> any portion of the Property or (b) after the receipt by Seller of any notice of eminent <br /> domain proceedings with respect to the Property or any portion of the Property. Buyer <br /> may, by delivery of written termination notice within ten (10) business days after receipt <br /> 8 <br />