Export Control Matters. (a) Each Group Company has been in compliance in all material respects with all Export Control Laws applicable to it. “
Export Control Matters. The Company is in compliance with all U.S. federal export Laws applicable to it including the Arms Export Control Act (22 CFR 120-130), the Export Administration Act of 1979, as amended (50 U.S.C. App. 2401-2420) and as implemented through Executive Order, the Export Administration Regulations (15 CFR 730-774) and the laws and regulations implemented by the Office of Foreign Assets Control, U.S. Department of the Treasury (31 CFR 500 et. seq.) (collectively, the “International Trade Laws”). In connection with the Company’s compliance with International Trade Laws, there are not any adverse or negative past performance evaluations or ratings by any Governmental Authority, any voluntary disclosures under the export control and trade sanctions Laws, any enforcement actions or threats of enforcement actions, or any facts that could result in any adverse or negative performance evaluation that could affect the evaluation of the Company’s obtaining approval for future export activity. No Governmental Authority or other Person has notified any Seller or the Company of any actual or alleged violation or breach of any International Trade Laws. Neither any Seller nor the Company has received any notice of any pending audit, review, inspection, investigation, survey or examination of records by any Governmental Authority relating to the Company’s export activity. The Company has not been and is not now under (i) any administrative, civil or criminal indictment involving alleged false statements, false claims or other improprieties relating to the Company’s export activity, (ii) any administrative, civil or criminal investigation involving alleged false statements, false claims or other improprieties relating to the Company’s export activity, or (iii) any administrative or civil litigation involving alleged false statements, false claims or other improprieties relating to the Company’s export activity; and to Sellers’ Knowledge, there is no reasonable basis for any such indictment, investigation or litigation. All of the products and technical data (as defined in the Export Administration Regulations (“EAR”)) that the Company makes, sells or otherwise distributes that are subject to the EAR and have a Export Control Classification Number (“ECCN”) other than EAR99 are listed (along with their respective ECCNs) on Schedule 3.27.
Export Control Matters. (a) Each of Skynet and Holdco will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each of the other parties in doing, all things necessary, proper or advisable under applicable Law to obtain the Export Control Approvals. In furtherance and not in limitation of the foregoing, each party agrees to make or cause to be made any appropriate filing or filings that are required by or advisable under the Export Control Laws as promptly as practicable, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Export Control Laws or by any Governmental Entity of the United States participating in a review of such filing or filings pursuant to the Export Control Laws.
Export Control Matters. (a) As a foreign national (non-U.S. citizen without U.S. permanent resident, refugee, or asylee status), SK On understands that access to the Solid Power Know-How constitutes an export of technical data/software from the United States and is governed by U.S. export control laws, including the Export Administration Regulations (“EAR”). SK On agrees to, and agrees to compel its Affiliates to, comply with the EAR as they pertain to any technical data or software to which SK On or its Affiliates has access. SK On, on behalf of itself and its Affiliates, hereby certifies that, without U.S. government authorization, neither SK On nor its Affiliates shall knowingly disclose, export, or reexport, directly or indirectly, any such technical data/ software, and in particular neither SK On nor its Affiliates will export it without prior U.S. government authorization to any of the following nations or nationals thereof: Country Group E:1/E:2 (Cuba, Iran, North Korea, Syria) or the Crimea Region, or Country Group D:1 (Armenia, Azerbaijan, Belarus, Burma/Myanmar, Cambodia, China (PRC including Hong Kong), Georgia, Iraq, Kazakhstan, North Korea, Kyrgyzstan, Laos, Libya, Macau, Moldova, Mongolia, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, Venezuela, Vietnam, Yemen).
Export Control Matters. (a) The Company shall retain the current registration (M-5265) with the Department of State’s Directorate of Defense Trade Controls (the “DDTC”) and shall be responsible within five (5) days of the Closing Date to notify the DDTC of the divestiture of Newco. Newco shall promptly register with DDTC as a manufacturer or exporter of defense articles and services. (b) The Parties shall cooperate in identifying any technical data that is controlled under any U.S. or non-U.S. export control laws, regulations or other restrictions (“Export Controlled Information”). To the extent that any Company employees or agents and any Newco employees or agents remain co-located at a facility, each Party shall identify its employees that are foreign persons for whom a license or other authorization is required for access to Export Controlled Information. In seeking access to Shared Firm Intellectual Property which is also Export Controlled Information, the Party requesting access shall confirm that the person receiving the Export Controlled Information is authorized by citizenship, residency, license or other authorization under the applicable export control laws or regulations governing the Export Controlled Information.
Export Control Matters. Each party shall be responsible for insuring that it complies with all laws and regulations of the United States government relating to the export from the United States of technical information or technical data or products or services using technical information or technical data or products received from the other party under this Agreement.
Export Control Matters. Except as would not be material to the Business, neither the Seller nor, to the knowledge of the Seller, any director, officer, employee or agent of the Seller has, in connection with the conduct of the Business, violated any applicable export restrictions or applicable embargo regulations (including any applicable trade, economic or financial sanctions law or regulations). At all times during the last five (5) years, the Seller, in connection with the Business, (i) has been and is in compliance in all material respects with all applicable Export Control Laws, and (ii) has obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and has made any filings with, any applicable Governmental Entity for the import, export, re-export, deemed export, deemed re-export, or transfer required under the Export Control Laws to, in each case, maintain compliance in all material respects with applicable Export Control Laws (the “Export Approvals”). There are no pending or, to the knowledge of the Seller, threatened Legal Proceedings against the Seller in connection with the Business related to any applicable Export Control Laws or any Export Approvals.
Export Control Matters. The Company and each Company Subsidiary is in compliance in all material respects with all U.S. federal export Laws applicable to it including, without limitation, the Arms Export Control Act (22 CFR 120-130), the Export Administration Act of 1979, as amended (50 U.S.C. App. 2401-2420) and as implemented through Executive Order, the Export Administration Regulations (15 CFR 730-774) and the laws and regulations implemented by the Office of Foreign Assets Control, U.S. Department of Treasury (31 CFR 500 et seq.) (collectively, the “International Trade Laws”). No Governmental Entity or other person has notified the Company or any Company Subsidiary of any actual or alleged violation or breach of any International Trade Laws.
Export Control Matters. As promptly as practicable after the execution and delivery of this Agreement, the Company will conduct a review of its exports subject to the Bureau of Industry and Security (“BIS”) and the Office of Foreign Assets Control (“OFAC”) regulations to ensure that it has no violations under these regulations that have not yet been disclosed to the relevant agency. The Company shall keep Buyer reasonably apprised of the status of such review and, on or before the date that is ten (10) Business Days prior to the Closing Date, shall provide Buyer with a written report detailing the results of such review. In the event that the Company identifies any U.S. export violations by the Company or any of its Subsidiaries (which includes, for the avoidance of doubt, those matters referenced on Schedule 3.20(b) of the Disclosure Schedule) or Buyer gives notice to the Company that it reasonably believes that any such violations have occurred, the Company shall, to the extent requested by Buyer in its sole and absolute discretion, as soon as reasonably practicable and in any event prior to the Closing Date, prepare and file with the appropriate agency, including BIS and OFAC, a written voluntary self-disclosure (“VSD”), in form and substance satisfactory to Buyer, of (a) any exports by the Company or any of its Subsidiaries, if applicable, of products, source code, or technology prior to obtaining proper authorization for such exports, (b) any exports to prohibited countries or end-users as identified in the regulations enforced by BIS and OFAC including, as an example, to entities on the Sectorial Sanctions list (“SSI list”) that were made without abiding by the required payment terms, and (c) any other information regarding any export violations of the Company or its Subsidiaries as are identified by the Company or the Buyer.
