Compliance with Trade Control Laws. Supplier will comply with all applicable
Compliance with Trade Control Laws. ORGANIZATION agrees at all times to (i) comply with Trade Control Laws (as defined in the License Terms and Conditions); (ii) ensure that all of its sub-licensees, agents, and successors comply with Trade Control Laws; and (iii) refrain from taking any actions that would subject RA to penalties or adverse consequences under the Trade Control Laws.
Compliance with Trade Control Laws. A. You may not export, re-export, transfer, or make the Software available to any person, or use it in any way, or be involved in any activity that would cause IstroSec or its holding companies, subsidiaries, and the subsidiaries of any of its holding companies, as well as entities controlled by its holding companies (hereinafter referred to as "Affiliates"), to be in violation of, or subject to negative consequences under trade control laws, including:
(i) laws that control, restrict, or impose licensing requirements on the export, re-export or transfer of goods, software, technology, or services, issued or adopted by any government, state or regulatory authority of the United States of America, Singapore, the United Kingdom, the European Union, or any of its Member States, or any country where obligations under the Agreement are to be performed, or where IstroSEc or any of its Affiliates are incorporated or operate, and
(ii) economic, financial, trade or other sanctions, restrictions, embargoes, import or export bans, prohibitions on the transfer of funds or assets or on the provision of services, or equivalent measures imposed by any government, state or regulatory authority of the United States of America, Singapore, the United Kingdom, the European Union or any of its Member States, or any country where obligations under the Agreement are to be performed, or where IstroSec or its Affiliates being in violation of, or being subject to negative consequences under, trade control laws. (legal acts referred to in points i, and ii. above together as "Trade Control Laws")
B. IstroSec shall have the right to suspend its obligations under this Agreement or terminate this Agreement with immediate effect in the event that:
(i) Provider determines that, in its reasonable opinion, the End User has breached or is likely to breach provision of Section 20 A) of the Agreement; or
(ii) the End User and/or the Software become subject to Trade Control Laws and, as a result, IstroSec determines that, in its reasonable opinion, the continued performance of its obligations under the Agreement could result in IstroSec or its Affiliates being in violation of, or being subject to negative consequences under, Trade Control Laws.
C. Nothing in the Agreement is intended, and nothing should be interpreted or construed, to induce or require either party to act or refrain from acting (or to agree to act or refrain from acting) in any manner which is inconsistent with, penalized, or p...
Compliance with Trade Control Laws. None of (A) the Acquired Entities and(B) to the knowledge of the Target Entities, the Non-Controlled Entities and the respective Representatives and joint venture partners of the Acquired Entities and the Non-Controlled Entities, is a Designated Person. None of the Acquired Entities, their directors, managers, officers, employees and owners and, to the knowledge of the Target Entities, none of (a) the Acquired Entities’ respective partners, advisors, representatives and joint venture partners and (b) the Non-Controlled Entities and their respective Representatives and joint venture partners, in carrying out or representing the Business anywhere in the world, has or has had, directly or indirectly, dealings with Persons located in or connected with any country, organization or individual
Compliance with Trade Control Laws. (a) Except as disclosed in Section 3.11 of the Disclosure Schedule, the Company is, and at all times has been, in compliance with all applicable laws, including all export, import and other trade compliance laws (including, without limitations, the Israeli Defense Export Control Law, 2007, the Israeli Order Governing the Control of Commodities and Services (Engagement in Encryption Items), 1974, the Israeli Order of Import and Export (Supervision of Export of Dual Use Goods, Services and Technologies), 2006, the Israeli Trading with the Enemy Ordinance, 1939, or other Applicable Laws related to or governing such matters). The Company has not received any written notice of or been charged with the violation of any law. The Company has not been and is not under investigation with respect to the violation of any laws.
(b) The Company is not in default (i) under the Company’s Articles of Association or other formative document of the Company, or (ii) under any note, indenture, mortgage, lease, agreement, contract, purchase order or other instrument, document or agreement to which the Company is a party or by which the Company or any of its respective properties is bound or affected, or (iii) with respect to any law, statute, ordinance, regulation, order, writ, injunction, decree, or judgment of any court or any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. To the Knowledge of the Company, no third party is in default under any agreement, contract or other instrument, document or agreement to which the Company is a party or by which it or any of its property is affected.
(c) The Company and each of its Subsidiaries holds all permits, export licenses, certificates, authorizations and similar licenses and approvals granted to the Company or a Subsidiary from or with any Governmental Authority (“Permits”) as are necessary for the lawful conduct of their respective businesses as currently conducted and to own, lease or operate any properties and assets used in the business by the Company and its Subsidiaries (the “Material Permits”). For the avoidance of doubt, Permits issued to the Company or its Subsidiaries or to any other person pursuant to which the Company or its Subsidiaries has had access to landing rights or market access authorization and any Permit issued under the International Traffic in Arms Regulations (the "ITAR"), U.S. Department of Commerce’s Export Administration Regulations (the "EAR") or by ...
Compliance with Trade Control Laws. (a) Neither the Company nor any other ML Company nor, to the Knowledge of the Company, any of their directors, officers, managers, employees, agents or third-party representatives, is or since the Lookback Date, has been: (i) a Sanctioned Person; (ii) operating in, organized in, conducting business with, or otherwise engaging in prohibited dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country in material violation of applicable Sanctions in connection with the business of the Company; or (iii) in material violation of any applicable Sanctions or applicable Export Control Laws or U.S. anti-boycott requirements (the “Trade Control Laws”), in connection with the business of the Company.
(b) No ML Company has, since the Lookback Date, violated in any material respect the Trade Control Laws.
(c) There are no legal, regulatory, or administrative Proceedings, filings, Orders, or, to the Knowledge of the Company, governmental investigations, alleging any violations by any ML Company of the Trade Control Laws.
Compliance with Trade Control Laws. Without limiting Section 9.1 above, Company represents and warrants, on behalf of itself and its affiliates and sublicensees, that they shall, throughout the term of the Agreement, comply with all United States trade control laws and regulations (including, but not limited to, the Export Administration Regulations (15 CFR 730-774, “EAR”), the International Traffic in Arms Regulations (22 CFR 120-130) and the various executive orders and economic sanctions regulations administered by the U.S. Department of the Treasury (31 CFR 500-600)). Among other things, these laws and regulations may prohibit or require a license for the export or retransfer of certain commodities and technical data to specified countries, entities, persons and end-uses including military and weapons proliferation end-uses. Company hereby gives written assurance that it agrees to be bound by, will comply with, and will cause its affiliates, assignees, and sublicensees to be bound by and to comply with all United States trade control laws and regulations, that it understands it bears responsibilities for any violation of such laws and regulations by itself or its affiliates and sublicensees, and that it will indemnify, defend and hold Stanford harmless for the consequences of any such violation. Company hereby gives further written assurance that it will not sublicense or assign the rights under this agreement to any party on the US restricted party list (including without limitation, (a) any party on the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)’s Specially Designated Nationals and Blocked Persons (“SDN”) List, (b) any party owned, directly or indirectly, 50 percent or more, individually or in the aggregate by a party on the SDN List, or (c) any party on OFAC’s Non-SDN Chinese Military-Industrial Complex Companies List (the “NS-CMIC List”)), unless the transaction is licensed or is otherwise authorized under U.S. trade control laws (e.g. by obtaining the requisite export control licenses or satisfying all the applicable conditions for use of a license exemption). Company shall ensure that, during the term of the Agreement, all Sublicenses, assignments, and transactions resulting in a Change of Control comply with this Section 9 and shall conduct reasonable diligence to verify its compliance. If requested by Stanford, Company shall provide Stanford with a written legal opinion from a reputable export control attorney in the United States confirming Company...
Compliance with Trade Control Laws. Licensee agrees to comply fully with all applicable Trade Control Laws. Licensee represents and warrants that neither Licensee nor any Affiliate is a Sanctioned Person. If Licensee or any Affiliate becomes a Sanctioned Person, Licensee must immediately notify NGP, in which case NGP will be entitled to take appropriate steps to ensure its own compliance with Trade Control Laws, up to and including renegotiation of payment terms and/or termination of this Agreement with immediate effect, consistent with applicable Trade Control Laws.
Compliance with Trade Control Laws. (a) The Company and each of the Subsidiaries is, and has been for the past six years, in compliance with all applicable Trade Control Laws, except for non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) The Company and each of the Subsidiaries has not made any voluntary disclosure to any Governmental Authority under Trade Control Laws within the past six years and, to the knowledge of the Vendor, the Company and each of the Subsidiaries has not been the subject of any legal proceeding, investigation, enforcement action or inquiry by a Governmental Authority regarding its compliance with Trade Control Laws and nor has it been assessed any fine or penalty in regard to such compliance.
Compliance with Trade Control Laws. (a) No Target Group Company currently has, or has had in the five years prior to the Signing Date, any transactions or dealings, directly or indirectly, with or within the Crimea region, Cuba, Iran, North Korea, Sudan or Syria, nor does any Target Group Company currently have, or has had in the five years prior to the Signing Date, an active distribution or other agreement, outstanding purchase order, outstanding accounts receivable, outstanding accounts payable, pending shipment, or any other obligation or liability, directly or indirectly, related to such countries or regions.
(b) No Target Group Company has entered into any contract or agreement with any national or resident of Cuba or entity in Cuba.
(c) Each Target Group Company is and has been in compliance during the last five years with all applicable Trade Control Laws concerning the export, re-export, transfer, re-transfer and importation of products, technology, technical data and services.
(d) Each Target Group Company has obtained from any relevant governmental authority all required licenses or other material consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, re-export, transfer, re-transfer and import of products, technology and services in accordance with the Trade Control Laws and have been at all times in compliance with the terms and conditions of all such authorizations.
(e) No Target Group Company has engaged in the past five years in any transactions, or otherwise dealt directly or indirectly, with a Restricted Party or any individual or entity owned or controlled by, or acting on behalf of, a Restricted Party without the required authorization.
(f) Neither any Target Group Company, the Seller, nor any officer, director, partner, manager, or employee of any Target Group Company or the Seller has been or is designated as a Restricted Party.
