Compliance with Trade Laws. 19.1 Customer guarantees that it shall ascertain and comply with all applicable obligations and restrictions arising out of or following from any and all relevant sanctions and export controls legislation of the United Nations, the European Union, the United States of America, the Netherlands, the country where the Customer has its main place of business and any other country that is or may be or become relevant in respect of the Agreement (together, the “Trade Laws”).
19.2 Customer guarantees that the Products are and will be solely used for medical purposes and are not and will not be used for, or in connection with, any illicit purposes, including, but not limited to, activities involving torture or repression or other human rights violations, weapons of mass destruction or chemical, biological, radiological and/or nuclear activities.
19.3 Customer will maintain adequate internal checks and procedures to monitor for suspicious activity and ensure compliance with the Trade Laws, including but not limited to procedures to ensure that all activities and transactions under the Agreement are accurately recorded and reported in its books and records to reflect the activities and transactions to which they pertain, including but not limited to the purpose of each transaction and to whom it was made or from whom it was received.
19.4 Customer guarantees that it will not directly or indirectly sell, deliver or provide the Products, or otherwise make the Products available, to any legal or natural person, entity, group or (government) organization that is subject to sanctions or restrictions under the Trade Laws.
19.5 Customer’s failure to comply with any provision of this clause can be ground – subject to the sole discretion of the Company – for immediate cancellation of the Agreement by the Company without any prior notification. In the event of such cancellation, the Company shall be under no further obligation resulting from the Agreement and the Customer shall indemnify the Company from any direct and indirect damages, claims, penalties or other losses resulting from that breach. The Company shall be entitled to any other remedies available at law or in equity.
19.6 Customer will ensure that all obligations under this clause be passed on to any third party that Customer contracts or uses in its performance of the Agreement, or that takes over any obligation, or part thereof.
Compliance with Trade Laws. 26.1. Company acknowledges that Contractor and the Equipment is subject to UK Trade Laws, EU Trade Laws and US Trade Laws and Company warrants that it shall comply in all respects with UK Trade Laws, EU Trade Laws, US Trade Laws and any other applicable trade laws and will not cause Contractor to be subject to punitive measures under any laws. Contractor shall be under no obligation to supply any Services to Company under this Agreement if Contractor determines, at its sole discretion, that to do so would breach UK Trade Laws, EU Trade Laws, US Trade Laws or any other applicable trade laws, or cause Contractor to be subject to punitive measures under any laws.
26.2. Subject to Clause 26.1, and unless otherwise agreed by the Parties, Contractor shall be responsible for obtaining any export licence(s) required for the export of the Equipment by Contractor to the jurisdiction(s) specified in this Agreement or any Order as delivery locations, and Company warrants that it will use the Equipment only in those jurisdiction(s) and for the purposes specified in this Agreement.
26.3. Company warrants that it shall comply in all respects with the export and re-export restrictions set forth in any export licence(s) acquired by Contractor pursuant to Clause 26.2 and that it shall comply with any end- user undertaking(s) given by Company in relation to any such export licence(s).
26.4. In the event that Company intends to export Equipment from the jurisdiction(s) to which that Equipment was delivered by Contractor pursuant to this Agreement or any Order to any other jurisdiction, Company shall be responsible for obtaining any necessary export licence(s) from the relevant authorities. Company specifically agrees to determine whether a UK or US export licence is required and to obtain any required licence(s) prior to exporting.
26.5. Company undertakes to perform adequate due diligence in order to determine whether the export of Equipment by Company would result in the breach of UK Trade Laws, EU Trade Laws or US Trade Laws (whether by Company or by Contractor) or would cause Contractor to be subject to punitive measures under any laws and shall not export the Equipment if it determines that such a breach would occur or such punitive measures could be imposed.
26.6. Contractor may, at its sole discretion, withhold any payments which are payable to Company in terms of this Agreement and the Contractor may also, at its sole discretion, suspend and/or terminate this Agreemen...
Compliance with Trade Laws. (a) Since July 1, 2008, none of the Transferred Companies or, to the Knowledge of Parent, any director, officer or employee of any Transferred Company, has violated in any material respects any Legal Requirements administered by (i) the Bureau of Industry and Security of the Department of Commerce or the Directorate of Defense Trade Controls of the U.S. Department of State pertaining to export controls; (ii) the U.S. Department of the Treasury Office of Foreign Assets Control pertaining to economic and trade sanctions; (iii) the U.S. Department of Commerce or the IRS pertaining to anti-boycott; (iv) the Bureau of Customs and Border Protection of the U.S. Department of Homeland Security pertaining to importations; or (v) the Census Bureau of the U.S. Department of Commerce pertaining to export and import reporting (the Legal Requirements in this Section 2.18 collectively, the “Applicable Trade Laws”).
(b) Since July 1, 2008, the Transferred Companies have not received any written notice from any Governmental Authority that any Transferred Company or any director, officer, employee or other Person acting for or on behalf of a Transferred Company has violated or allegedly violated any Applicable Trade Laws.
Compliance with Trade Laws. 21.1 Contractor represents, warrants, agrees, and certifies that it will comply with the United States Foreign Corrupt Practices Act (regarding, among other things, payments to government officials) and all export laws, rules, and regulations of the United States Department of Commerce or other United States, or foreign, agency or authority.
Compliance with Trade Laws. Products and Services Deliverables may be subject to U.S. and other countries' export jurisdictions. Each party will comply with all laws and regulations applicable to the import or export of the Products and Services Deliverables, including, without limitation, trade laws such as the U.S. Export Administration Regulations and International Traffic in Arms Regulations and sanctions regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”) (“Trade Laws”). Customer will not take any action that causes Microsoft to violate U.S. or other applicable Trade Laws. Microsoft may suspend or terminate this Agreement to the extent that Microsoft reasonably believes that performance would cause it to violate Trade Laws or put it at risk of becoming subject to sanctions and penalties under such laws.
Compliance with Trade Laws. Supplier shall comply with all applicable laws and regulations regarding export control, export restrictions and economic sanctions. Supplier warrants that the Deliverables can be provided in accordance with the Agreement without breaching any sanctions. Supplier warrants that during the term of the Agreement and as long as Supplier has any obligations under the Agreement thereafter, neither the Supplier or its affiliated companies, shall be the subject of any sanctions issued by the United Nations, United States or the European Union. In the event that Xxxxxxxx learns of a violation of trade laws relating to the performance of the Agreement, or a potential violation, it will alert Coromatic in writing as soon as possible, but no later than 14 days after acquiring such knowledge. Coromatic may terminate the agreement to the extent that Coromatic reasonably concludes that performance would cause it to breach applicable trade laws or put it at risk of becoming the subject of economic sanctions under such laws. Supplier agrees to provide Coromatic, free of charge, with all the necessary formalities, such as import/export classifications, export and re-export authorizations and all other information required for Coromatic to be able to receive and utilize the Delivery for the intended purpose.
Compliance with Trade Laws. Except as set forth on Schedule 3.1.43,
(a) The Company is in compliance with Canadian and United States Applicable Laws pertaining to trade, including import and export controls, customs laws, international trade laws, economic sanctions, and anti-corruption or anti-bribery laws (collectively, "Trade Laws"). None of the Company’s past acts or omissions would subject the Purchaser or any of its Affiliates to any liability or loss.
(b) The Company is not under investigation or being audited under any Trade Law nor is any investigation or audit of the Company pending or threatened. During the last five years, the Company has not received any written or oral communication from any Governmental Authority or other Person alleging non-compliance by the Company with any Trade Law or asserting an obligation on the Company to undertake or bear the costs of any remedial action under any Trade Law.
(c) The Company has at all times maintained a system of internal accounting controls and policies and procedures that ensure that all expenditures are captured and accurately reflected on their Books and Records and an internal compliance program or system of policies and procedures that ensures that the Company is in compliance with Trade Laws. The Company is in compliance with those policies and procedures.
(d) All sales or transfers of goods, technologies or services by the Company have been made in material compliance with Trade Laws, and all products supplied by the Company have been marked, labeled and transported in material compliance with Trade Laws.
(e) All goods imported, exported or re-exported by the Company have been reported and accounted to the Canada Border Services Agency ("CBSA"), the U.S. Customs and Border Protection ("CBP"), and any other applicable Governmental Authority and its predecessors, to the extent and in the manner required under Trade Laws, and all goods imported by the Company were admissible into the United States at their time of import.
(f) None of the Company nor, to the Vendors’ knowledge, any of its Employees, agents, independent contractors, directors or officers, has at any time, directly or indirectly, engaged in the negotiation, sale, purchase, import, export, re-export, financing, supply, examination, possession or transfer of goods, technologies or services, or other dealings, contrary to: any applicable Canadian, United States, or international economic sanctions legislation, rule or order, including the Special Economic Measu...
Compliance with Trade Laws. (a) Neither the Company, nor any Company Subsidiary, nor, to the knowledge of the Company, with respect to Company Products, any of their respective Representatives has engaged in the sale, purchase, import, export, re-export or transfer of products, or other dealings, either directly or indirectly, that would cause the Company or the Company Subsidiaries to be in violation of any applicable Trade Laws, including those to or from (i) Cuba, Iran, North Korea, Syria, Venezuela, or the Crimea region of Ukraine (collectively, the “Sanctioned Countries”) or any Restricted Parties, in each case under this clause (i), since Xxxxxxx 0, 0000, xx (xx) Xxxxxx, Xxxxxxx, the Luhansk People’s Republic (the “LNR”) or Donetsk People’s Republic (the “DNR”) regions of Ukraine, in each case under this clause (ii), since February 21, 2022. No Company or Company Subsidiary has been a party to or beneficiary of, or had any interest in, any Contract with any Person in a Sanctioned Country or with any Restricted Party since January 1, 2020, or with any Person in Russia, Belarus, the LNR, or the DNR since February 21, 2022, or been a party to any financial dealings, directly or indirectly, with any Person in a Sanctioned Country or with any Restricted Party since January 1, 2020, or with any Person in Russia, Belarus, the LNR or the DNR since February 21, 2022. None of the Company, any Company Subsidiaries, their directors, officers, employees, or, to the knowledge of the Company, their Representatives is or has been, a Restricted Party.
(b) Since January 1, 2020 all Company Products shipped by or on behalf of the Company or any Company Subsidiary have been accurately marked, labeled and transported in all material respects in accordance with applicable Trade Laws.
(c) Since January 1, 2020, none of the Company, any Company Subsidiaries or any of their respective Representatives has, directly or indirectly through a third-party intermediary, entered into Contracts or other commitments that contain provisions reflecting participation in or cooperation with the Arab League boycott of Israel.
(d) Since January 1, 2020, (i) neither the Company nor any Company Subsidiary has conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under any applicable Trade Laws and (ii) no Governmental Authority has initiated, or, to the knowledge of the Company, threatened to initiate, a proceedi...
Compliance with Trade Laws. (a) Since January 1, 2012, no Transferred Company, and no director, officer, or employee, or, to the Knowledge of Seller, any other Person while such other Person was acting for or on behalf of any Transferred Company or the Business: (i) has been or is designated on, or is owned or controlled by any party that has been or is designated on, any list of restricted parties maintained by any U.S., E.U., UK or non-U.S. Governmental Entity, including the U.S. Department of Treasury, Office of Foreign Asset Control’s (“OFAC”) Specially Designated Nationals and Blocked Persons List, OFAC’s List of Foreign Sanctions Evaders, OFAC’s Sectoral Sanctions Identifications List, the U.S. Department of Commerce’s (“Commerce”) Denied Persons List, the Commerce Entity List, the Commerce Unverified List, the Debarred List maintained by the U.S. Department of State (“State Department”), the State Department’s Nonproliferation Sanctions List, the E.U.’s Consolidated List of Persons, Groups, and Entities subject to E.U. financial sanctions, the UN Sanctions List, and HM Treasury’s Consolidated List of financial sanctions targets in the UK (“Sanctioned Person”); (ii) has participated in any transaction involving a designated Sanctioned Person, or any country subject to comprehensive sanctions or substantial restrictions under the U.S. sanctions administered by OFAC or applicable non-U.S. sanctions, including the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria (“Sanctioned Country”) to the extent such activities or business would violate U.S. sanctions or other applicable non-U.S. sanctions; (iii) has been organized, resident or located in a Sanctioned Country; or (iv) has imported, exported (including deemed exportation) or re-exported, directly or indirectly, any commodity, software, technology, or services in violation of any applicable U.S., E.U., UK or non-U.S. export control, anti-boycott, or economic sanctions laws, regulations, or orders administered by OFAC, Commerce, the State Department, or the IRS.
(b) Since January 1, 2012, no Transferred Company has to the Knowledge of Seller received any notice or inquiry from any Governmental Entity, made any voluntary or involuntary disclosure to a Governmental Entity, or conducted any internal investigation to confirm, that any Transferred Company or any director, officer, employee or other Person acting for or on behalf of any Transferred Company has violated or allegedly violated any Laws administered by: (i...
Compliance with Trade Laws. (a) Since October 1, 2017, the Company and its Subsidiaries have (i) obtained, and are in compliance with, all Permits, licenses, consents, authorizations, waivers, approvals, and orders required by all applicable Trade Laws; and (ii) filed with applicable Governmental Authorities all notices, registrations, declarations, reports, and other documents and records required under the Trade Laws, in each case, that failure to do so or noncompliance would result in a Material Adverse Effect.
(b) To the Knowledge of the Company, there are no pending or threatened inquiries, investigations, enforcement actions, voluntary or directed disclosures, or other claims against the Company or any of its Subsidiaries with respect to compliance with the Trade Laws.
(c) Neither Buyer nor Company are required to obtain any Governmental Authority approvals for the transfer to Buyer of any licenses or other approvals previously issued to the Company or any of its Subsidiaries pursuant to the Trade Laws, or such approvals can be obtained expeditiously without material cost.
(d) Neither the Company nor any of its Subsidiaries, officers and directors, nor, to the Knowledge of the Company, its Shareholders is subject to sanctions or other restrictions issued under applicable Trade Laws.
(e) Since October 1, 2017, the Company and its Subsidiaries have not done business directly or, to the Knowledge of the Company, indirectly with Cuba, Iran, North Korea, Syria, or Russian-occupied areas of Ukraine (including, but not limited to, Luhansk, Donetsk, and Crimea) or any person, end user, or end use subject to restriction or licensing requirements under applicable Trade Laws.
