Compliance with Laws; Export Controls. Licensee shall comply with all applicable laws and regulations, including, without limitation, statutes and regulations affecting drug testing, development, marketing and distribution; laws and implementing regulations of the Department of Commerce governing intellectual property in federally-funded inventions; and Export Administration Regulations of the United States Department of Commerce issued pursuant to the Export Administration Act of 1979 (50 Xxx. X.X.X. §0000 et seq.). Licensee understands and acknowledges that transfer of certain technical data, computer software, laboratory prototypes and other commodities is subject to United States laws and regulations controlling their export, some of which prohibit or require a license for the export of certain types of technical data, to certain specified countries. CMCC neither represents that a license shall not be required, nor that if required, it shall be issued. Licensee hereby agrees and gives written assurance that it will comply with all United States laws and regulations, and any applicable similar laws and regulations of any other country, controlling the export of commodities and technical data, that it will be solely responsible for any violation of such by Licensee and/or its Affiliates and/or Sublicensees and that it will defend and hold CMCC, its Affiliates and their officers, directors, employees, agents, and medical staff harmless in accordance with the process set forth in Paragraphs B and C of ARTICLE VIII in the event of any legal action of any nature occasioned by such violation and any action by any governmental agency or authority, or any other party, relating to any asserted illegality or regulatory violation in the development, production, approval, marketing, sale, storage, manufacture, distribution, export or commercialization of Licensed Products or Licensed Processes by the Licensee, its Affiliates and/or its Sublicensees.
Compliance with Laws; Export Controls. The Software, the source code and related technology, are subject to the U.S. Export Administration Regulations (“EAR”) and the U.S. sanctions administered by the Office of Foreign Assets Control (“OFAC”), and to the extent used in performance of military or defense services, the International Traffic in Arms Regulations (“ITAR”). Licensee represents and warrants that: (a) Licensee is not a national, resident, or located in any country subject to U.S. export restrictions, including, but not limited to, Cuba, Iran, North Korea, Syria, and the Crimea Region of Ukraine; (b) Licensee is not an individual or entity on a Denied Party List (as the term is defined by the Department of Commerce’s Bureau of Industry and Security) maintained by the U.S. Government; (c) Licensee will comply with all applicable laws, rules or regulations, including, without limitation, EAR and ITAR; (d) Licensee will not directly or indirectly sell, provide, transfer, export, reexport, divert, loan, or otherwise dispose of the Software to (i) a foreign national, (ii) any country subject to U.S. export restrictions, or (iii) any individual or entity of Denied Party List maintained by the U.S. Government; and (e) Licensee will not use or allow others to use the Software, the source code and related technology for any end-use restricted by U.S. export controls (including, without limitation, the development, production or use of nuclear, chemical or biological weapons or missiles).
Compliance with Laws; Export Controls. LICENSEE agrees to comply with all applicable federal, state, and local laws and regulations. In particular, LICENSEE shall comply with all applicable U.S. laws dealing with the export and/or management of commodities, technology or information, and that LICENSEE will be responsible for any violation of such by LICENSEE or its SUBLICENSEES, and that it will defend and hold UNIVERSITY harmless in the event of any legal action of any nature occasioned by such violation. LICENSEE understands that the Arms Export Control Act (AECA), including its implementing International Traffic In Arms Regulations (ITAR,) and the Export Administration Act (EAA), including its Export Administration Regulations (EAR), are some (but not all) of the laws and regulations that comprise the U.S. export laws and regulations. LICENSEE further understands that the U.S. export laws and regulations include (but are not limited to): (a) ITAR and EAR product/service/data-specific requirements; (b) ITAR and EAR ultimate destination-specific requirements; (c) ITAR and EAR end user-specific requirements; (d) ITAR and EAR end use-specific requirements; (e) Foreign Corrupt Practices Act; and (f) anti-boycott laws and regulations. LICENSEE will comply with all then-current applicable export laws and regulations of the U.S. Government (and other applicable U.S. laws and regulations) pertaining to the LICENSED PRODUCTS (including any associated products, items, articles, computer software, media, services, technical data, and other information). LICENSEE warrants that it will not, directly or indirectly, export (including any deemed export), nor re-export (including any deemed re-export) the LICENSED PRODUCT (including any associated products, items, articles, computer software, media, services, technical data, and other information) in violation of U.S. export laws and regulations or other applicable U.S. laws and regulations. LICENSEE will include an appropriate provision in its agreements with its authorized SUBLICENSEES to assure that these parties comply with all then-current applicable U.S. export laws and regulations and other applicable U.S. laws and regulations. LICENSEE’S OBLIGATIONS TO COMPLY WITH APPLICABLE LAW (INCLUDING U.S. EXPORT CONTROL LAWS AND REGULATIONS) ARE INDEPENDENT OF AND SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
Compliance with Laws; Export Controls. 19.1. Licensee will comply with all applicable international, national, state, regional, and local laws and regulations in performing its obligations hereunder and in Licensee’s use, manufacture, Sale, or import of the Licensed Products or Licensed Services, or in Licensee’s practice of Licensed Methods. The Licensee will observe all applicable United States and foreign laws and regulations governing the transfer to foreign countries of technical data related to Licensed Products, including without limitation with respect to the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations.
19.2. Licensee understands that The Regents is subject to United States laws and regulations (including the Arms Export Control Act, as amended, and the Export Administration Act of 1979), controlling the export of technical data, computer software, laboratory prototypes and other commodities, and The Regents’ obligations to Licensee under this Agreement are contingent on and subject to compliance with such laws and regulations. The transfer of certain technical data and/or commodities may require a license from the cognizant agency of the United States Government and/or written assurances by Licensee that Licensee will not export such technical data and/or commodities to certain foreign countries without prior approval of such agency. The Regents neither represents that such a license will not be required nor that, if required, it will be issued.
Compliance with Laws; Export Controls. 17.1 Licensee will comply with all applicable international, national, state, regional, and local laws and regulations in performing its obligations hereunder and in Licensee’s use, manufacture, Sale, offer for Sale, or import of the Licensed Products or Licensed Services, or in Licensee’s practice of Licensed Methods. Without limitation, Licensee will observe all applicable United States and foreign laws and regulations governing the transfer to other countries of technical data related to Licensed Products, Licensed Services, or Licensed Methods.
Compliance with Laws; Export Controls. Each party agrees to comply with all applicable laws, rules and regulations in connection with its activities under the Agreement. Each party further agrees that it will comply with all U.S. export control laws and the applicable regulations thereunder, as well as any other applicable laws of the U.S. affecting the export of technology.
Compliance with Laws; Export Controls. Company shall comply with all applicable laws, rules and regulations arising in connection with this Agreement and its use of the MedImmune Property. Without limiting the foregoing, this Agreement is made subject to any restrictions under the export control laws, rules and regulations concerning the export of products, materials or technical information either from the United States of America or to a foreign national within the United States of America (e.g., a “deemed export” applying to transfers solely within the United States of America) which may be imposed upon or related to Company from time to time by the government of the United States of America. In connection therewith, Company agrees that it will not export, directly or indirectly, technical information provided or arising under this Agreement or any materials or products using or embodying such technical information to any country or foreign national for which the United States government or any agency thereof at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the Department of Commerce or other agency of the United States government when required by an applicable statute or regulation.
Compliance with Laws; Export Controls. (a) Seller and the Swiss Subsidiary are not violating in any material respect any law or governmental regulation applicable to the Vuforia Business, except where such violation would not reasonably be expected to prevent or materially delay the consummation of the sale of the Purchased Assets to Purchaser.
(b) The Vuforia Business has at all times since October 1, 2012 conducted its export transactions in accordance in all material respects with all applicable United States export and re-export controls, including the United States Export Administration Act and Export Administration Regulations, the International Traffic in Arms Regulations, and Foreign Assets Control Regulations, other United States economic sanction requirements and customs regulations and all other applicable import/export controls in other countries in which the Vuforia Business is conducted.
(c) Seller and its Affiliates, solely with respect to the operation of the Vuforia Business, are and have at all times since October 1, 2012 been in compliance in all material respects with the United States Foreign Corrupt Practices Act and all other applicable anti-bribery or anti-corruption laws of any jurisdiction (collectively, "Anti-Bribery Laws"). Neither Seller nor its Affiliates, nor to the knowledge of Seller, anyone acting on behalf of Seller or its Affiliates, has taken any action since October 1, 2012 that would cause Seller or its Affiliates, solely with respect to the operation of the Vuforia Business, to be in violation in any material respect of the Anti-Bribery Laws.
Compliance with Laws; Export Controls. Buyer shall comply with all applicable laws, statutes, ordinances and regulations of any federal, state, or local governmental authority having jurisdiction thereover, including, without limitation, the Foreign Corrupt Practices Act, the anti-money laundering provisions of the USA Patriot Act and Bank Secrecy Act, and United States export control laws (“Applicable Laws”). Buyer shall not export or re-export any Products purchased hereunder to any person or entity that is a “denied party” under the Denied Parties List (or any similar list maintained by any governmental authority) or to entities or persons located within embargoed countries (in both cases as defined under the referenced export control laws). Seller assumes no liability for Buyer’s failure to comply with Buyer’s obligations arising under Applicable Laws.
Compliance with Laws; Export Controls. (a) The Company Group is and has, over the past six (6) years, at all times, been in compliance with applicable Laws, and the Company Group has not received any written notices of any violation with respect to such Laws, in each case, as would not result in a material liability to the Company Group.
(b) Over the past five (5) years, the Company Group has not been in violation of, is not the subject of any pending or threatened claims for violations of, has not been investigated for, and has not been charged or notified by any Governmental Body with a violation of (i) any applicable U.S. export and reexport control Laws or regulations, including the U.S. Export Administration Regulations and the Foreign Assets Control Regulations, (ii) any applicable economic sanctions Laws, regulations and orders, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or (iii) other applicable import/export controls in other countries in which the Company Group conducts business.
(c) Over the past five (5) years, the Company Group has obtained all export and import licenses, license exceptions, and filings with any Governmental Body required for (i) the export, import, and re-export of products, services, software, and technologies, and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”). The Company Group is in compliance with the terms of all Export Approvals.
(d) Neither the Company Group nor any stockholder, director, officer, distributor, reseller, representative, agent or Affiliate of the Company Group is currently the subject or the target of any sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or other sanctions authority (collectively, the “Sanctions”). The Company Group has not been located, organized, operating or resident in a country or territory that is or was the subject or target of Sanctions, including the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea, and Syria. The Company Group does not have, and has not had any transactions or dealings with any Person or Entity that is: (i) on any sanctions list maintained by OFAC, the European Union, Her Majesty’s Treasury of the United Kingdom, or any other relevant sanctions authority, including OFAC’s List of Specially Designated Nationals and Bl...
