Compliance with Laws; Permits (a) The Company, Newco and the Sold Subsidiaries are, and since January 1, 2012, have been, in compliance in all material respects with all applicable Laws, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the "FCPA"), the Criminal Law of China, the Law on Anti-Unfair Competition of China or the Interim Rules on Prevention of Commercial Bribery of China, as amended (collectively, with the FCPA and any other applicable non-U.S. anti-bribery Law, the "Anti-Corruption Laws"), the U.S. Arms Export Control Act and its implementing regulations, the International Traffic in Arms Regulations (22 CFR 120-130) (the "ITAR"), the U.S. Export Administration Regulations (15 CFR 730-774) (the "EAR") and the Laws implemented by the Office of Foreign Assets Control, U.S. Department of the Treasury (31 CFR 500 et. seq. Except as set forth on Schedule 4.15(a), none of Seller, the Company or any Sold Subsidiary has received any written notice alleging any violation of or liability under any Law since January 1, 2012.
(b) The Company, Newco and the Sold Subsidiaries own or possess all right, title and interest in and to all of the material Permits that are necessary to own and operate the Businesses as presently conducted (the "Material Permits"), each of which is listed on Schedule 4.15(b). The Company, Newco and the Sold Subsidiaries are in compliance with the terms and conditions of all Material Permits in all material respects. No notice from any Governmental Body with respect to the pending or possible revocation, termination, suspension or limitation of any of the Material Permits has been received by Seller, the Company, Newco or any Sold Subsidiary and since January 1, 2014, no such notice has been Threatened.
(c) Within the last five (5) years, none of the Company, Newco, any of the Sold Subsidiaries, or their respective agents, employees or other Persons acting on their behalf, have taken any act in furtherance of a payment, offer, promise to pay, or authorization or ratification of a payment of any gift, money or anything of value to (i) a government official, or (ii) any Person or entity while knowing or having reasonable grounds to believe that all or a portion of that payment will be passed on to a government official, specifically to obtain or retain business or to secure an improper advantage in violation of the Anti-Corruption Laws. Since January 1, 2012, none of the Company, Newco or any Sold Subsidiary has received any written allegation, nor has conducted any internal investigation, related to a violation or potential violation of the Anti-Corruption Laws. The Company has established and continues to maintain, and as of Closing Newco will have established and will maintain, reasonable internal controls and procedures intended to ensure compliance with the Anti-Corruption Laws, including an anti-corruption compliance policy.
(d) All of the products produced by the Company and the Sold Subsidiaries are properly classified under the EAR in ECCN EAR99, and no such product is subject to the ITAR. Neither the Company, any of the Sold Subsidiaries, nor their respective agents, employees or other Persons acting on their behalf, have, within the last five (5) years, knowingly sold any products to prohibited end users or for use in prohibited end uses in violation of U.S. export control laws, including those contained in Part 744 of the EAR.
Permits; Compliance with Laws (i) The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals, listings, registrations, clearances, orders and other authorizations necessary for the Company and its Subsidiaries to own, lease and operate their respective properties and assets and to carry on their respective businesses as now being conducted, under and pursuant to all applicable Laws (the “Company Permits”), (ii) all such Company Permits are in full force and effect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of, failure to be in full force and effect or the suspension, cancellation, withdrawal or revocation thereof has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Since January 1, 2019, the Company and its Subsidiaries have been and are in compliance with (i) all applicable Laws and (ii) all Company Permits, except where any failure to be in such compliance has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) Since January 1, 2019 through the date of this Agreement, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries nor any of their respective directors, officers or employees has received any written or oral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries is, or is suspected of, alleged to be or under investigation for being, not in compliance in all material respects with any Laws or Company Permits.
