Export Control Law. (i) The Company and each of its Subsidiaries have complied in all material respects with all applicable export and re-export control and trade and economic sanctions Law (“Export Controls”), including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department of State and any applicable anti-boycott compliance regulations except for any non-compliance, defaults and violations that would not reasonably be expected be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of any products, software, technology, or technical data to any destination, entity, or person prohibited by the Law of the United States, without obtaining prior authorization from the competent government authorities as required by Export Controls. The Company and its Subsidiaries are in compliance in all material respects with all applicable import Laws (“Import Restrictions”), including Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations. (ii) Neither the Company nor any of its Subsidiaries has Knowledge of any fact or circumstance that would result in any Liability for any violation of Export Control and Import Restrictions other than as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole. (iii) The Company and its Subsidiaries, including, to the Knowledge of the Company, all of their customs brokers and freight forwarders, have maintained all records required to be maintained regarding the Company and its Subsidiaries as required under the Export Control and Import Restrictions other than as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole. (iv) Except pursuant to valid licenses, the Company and its Subsidiaries have not released or disclosed controlled technical data or technology to any foreign national whether in the United State or abroad. (v) No Action, claim, investigation, request for information, or subpoena is pending, or to the Knowledge of the Company, threatened, concerning or relating to any export or import activity of the Company or any of its Subsidiaries. No voluntary self-disclosures have been filed by or for the Company or any of its Subsidiaries with respect to possible violations of Export Controls and Import Restrictions.
Appears in 4 contracts
Samples: Merger Agreement (Exar Corp), Merger Agreement (Maxlinear Inc), Merger Agreement (Entropic Communications Inc)
Export Control Law. (i) The Company Parent and each of its Subsidiaries have complied in all material respects with all applicable export and re-export control and trade and economic sanctions Law (“Export Controls”), including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department of State and any applicable anti-boycott compliance regulations except for any non-compliance, defaults and violations that would not reasonably be expected behave, individually or in the aggregate, a material to the Company and negative effect on Parent and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of any products, software, technology, or technical data to any destination, entity, or person prohibited by the Law of the United States, without obtaining prior authorization from the competent government authorities as required by Export Controls. The Company Parent and its Subsidiaries are in compliance in all material respects with all applicable import Laws (“Import Restrictions”), including Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a material and negative effect on Parent and its Subsidiaries, taken as a whole.
(ii) Neither the Company Parent nor any of its Subsidiaries has Knowledge of any fact or circumstance that would result in any Liability for any violation of Export Control Controls and Import Restrictions other than as would not reasonably be expected to behave, individually or in the aggregate, a material to the Company and negative effect on Parent and its Subsidiaries Subsidiaries, taken as a whole.
(iii) The Company Parent and its Subsidiaries, including, to the Knowledge of the CompanyParent, all of their customs brokers and freight forwarders, have maintained all records required to be maintained regarding the Company Parent and its Subsidiaries as required under the Export Control and Import Restrictions other than as would not reasonably be expected to behave, individually or in the aggregate, a material to the Company and negative effect on Parent and its Subsidiaries Subsidiaries, taken as a whole.
(iv) Except pursuant to valid licensesAs of the date of this Agreement, the Company and its Subsidiaries have not released or disclosed controlled technical data or technology to any foreign national whether in the United State or abroad.
(v) No no Action, claim, investigation, request for information, or subpoena is pending, or to the Knowledge of the CompanyParent, threatened, concerning or relating to any export or import activity of the Company Parent or any of its Subsidiaries. No voluntary self-disclosures have been filed by or for the Company Parent or any of its Subsidiaries with respect to possible violations of Export Controls and Import Restrictions.
Appears in 2 contracts
Samples: Merger Agreement (Entropic Communications Inc), Merger Agreement (Maxlinear Inc)