Export Control Voluntary Disclosure Sample Clauses

Export Control Voluntary Disclosure. Seller shall use commercially reasonable efforts to cooperate with Purchaser prior to the Closing Date with respect to Purchaser’s investigation of the Business’ compliance with applicable export control and trade and economic sanctions laws, including but not limited to the U.S. Commerce Department’s Export Administration Regulations (the “EAR”) and sanctions laws maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, as well as all applicable export control and sanctions laws maintained by other jurisdictions. Should any applicable or U.S. export control or trade and economic sanctions laws violations be identified in connection with such investigation, Seller shall, prior to the Closing Date and unless otherwise agreed by Purchaser, prepare and file a written initial notification of voluntary disclosure to the relevant government authority of any exports or other transactions involving business products or technology prior to obtaining proper authorization for such exportations and any other information that is required to be disclosed under relevant laws and regulations. Seller will provide Purchaser and its counsel a reasonable opportunity to review and comment on any such communications, prior to their submission. From and after the Closing, Purchaser shall be solely responsible for determining the contents of, and making, any final notification of voluntary disclosure to any government authority and such other voluntary disclosures as Purchaser or any of its affiliates elect to file or otherwise make; provided that (a) Purchaser shall provide Seller and its counsel a reasonable opportunity to review and comment on any such communications with the EAR with respect to conduct prior to the Closing and (b) Seller shall be entitled to take any actions that it reasonably determines are required by applicable Law.
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Export Control Voluntary Disclosure. Should U.S. export violations by the Company be identified by Parent or the Company prior to the Closing, the Company shall, no later than the Closing Date, prepare and file to the U.S. Bureau of Industry and Security (the “BIS”) and Office of Foreign Assets Control (“OFAC”) an initial voluntary self-disclosure in writing of (a) any exports of Company products, source code or technology prior to obtaining proper authorization for such exportations, (b) any exports to prohibited countries or end-users as identified in the regulations enforced by BIS and OFAC, and (c) any other information regarding any Company export violations.
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Export Control Voluntary Disclosure. Prior to the Agreement Date, the Company has retained export control counsel (the “Export Control Counsel”) for purposes of preparing and filing the notification and documentation described below in accordance with the United States Export Administration Regulations (the “EAR”). The Company will thereafter use reasonable efforts in cooperation with such counsel and Acquirer counsel to notify the United States Bureau of Industry and Security (“BIS”) in writing and in accordance with §764.5 of the EAR of (a) any exports or deemed exports of Company products or technology in violation of the EAR and (b) any other information regarding the Company’s exports that is required to be disclosed under §764.5 of the EAR. The Company will (i) include with such notice a true and complete narrative account and all supporting documentation described in §764.5 of the EAR; (ii) provide prompt, complete and full cooperation with BIS to expedite and complete whatever investigation or administration action is initiated by BIS and take all other actions reasonable under the circumstances to mitigate and minimize any sanctions imposed; and (iii) provide Acquirer and its counsel a reasonable opportunity to review and comment on any such communications with the BIS, and address any reasonable recommendations of Acquirer and its counsel with respect thereto, before filing any such communications with BIS. All fees and expenses of the Export Control Counsel incurred in connection with the foregoing shall be considered Transaction Expenses.
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Export Control Voluntary Disclosure. No later than two Business Days after the Agreement Date (or a later date agreed by Parent in writing), the Company will retain Xxxxxxx & Xxxxx LLP for purposes of completing an investigation with respect to the Company’s compliance with the applicable U.S. laws and regulations regarding export of the Company’s products and services to and provision of services to or transactions with any customers or entities outside of the United States within the last five years, including, if required by Parent pursuant to this Section 5.16, preparing and filing the notification and documentation described below in accordance with the United States Export Administration Regulations (the “EAR”) and the regulations and sanctions administered by OFAC. No later than five Business Days after the Agreement Date (or a later date agreed by Parent in writing), the Company will provide to Xxxxxxx & Xxxxx or a third party vendor all data necessary to commence a full screen of its database of customers located outside of the United States within the past five years against the lists of sanctioned or embargoed countries or regions and Specially Designated Nationals or related denied parties lists administered by OFAC. The Company will instruct Xxxxxxx & Xxxxx to complete and deliver a report regarding the results of their investigation and recommendations as to whether a voluntary disclosure of any exports of Company products or provision of services to any individuals or entities located outside of the United States warrants the filing of a voluntary disclosure with either BIS or OFAC. The Company and Parent will discuss the findings of such investigation and, at Parent’s sole discretion, as promptly as practicable after receiving a copy of a report reasonably satisfactory to Parent, but in any case within five Business Days thereafter, Parent may direct the Company to use reasonable efforts in cooperation with Xxxxxxx & Xxxxx and counsel to Parent to notify the United States Bureau of Industry and Security (“BIS”) or OFAC in writing and in accordance with §764.5 of the EAR of (i) any exports or deemed exports of Company products or technology in violation of the EAR or regulations administered by OFAC and (ii) any other information regarding the Company’s exports that is required to be disclosed under §764.5 of the EAR or regulations administered by OFAC. If directed by Parent in its sole discretion pursuant to this Section 5.16, the Company will (A) prior to the Closing, file a ...
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Export Control Voluntary Disclosure. No later than 10 Business Days after the Agreement Date (or a later date agreed by Acquirer in writing), the Company will retain Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx or export control counsel reasonably acceptable to Acquirer for purposes of preparing and filing an initial notification of suspect export control violations in accordance with Section 764.5(c)(2) of the United States Export Administration Regulations (the “EAR”). The Company will thereafter use reasonable efforts in cooperation with such counsel and counsel to Acquirer to provide a narrative account to the United States Bureau of Industry and Security (“BIS”) in writing and in accordance with §764.5(c)(2)(iii) of the EAR of (i) any exports or deemed exports of Company products or technology in violation of the EAR and (ii) any other information regarding the Company’s exports that is required to be disclosed under §764.5 of the EAR. The Company will (A) include with such notice a true, correct and complete narrative account and all supporting documentation described in §764.5 of the EAR, (B) provide prompt, complete and full cooperation with BIS to expedite and complete whatever investigation or administration action is initiated by BIS and take all other actions reasonable under the circumstances to mitigate and minimize any sanctions imposed and (C) provide Acquirer a reasonable opportunity to review and comment on any such communications with BIS, and address any reasonable recommendations of Acquirer with respect thereto, before filing any such communications with BIS.
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Related to Export Control Voluntary Disclosure

  • Export Control Laws LICENSEE shall observe all applicable United States and foreign laws with respect to the transfer of Licensed Products and related technical data to foreign countries, including, without limitation, the International Traffic in Arms Regulations and the Export Administration Regulations.

  • Export Control Compliance User acknowledges that Center is an open laboratory for fundamental research that has many foreign persons as its employees and students. User understands and agrees that under no circumstances will User bring export control-listed items, or unpublished software source code or technical information in the form of defense articles or technical data regulated by the International Traffic in Arms Regulations (ITAR), to Center. Use of Center or facilities for activity subject to the ITAR, including the development, assembly or fabrication of defense articles identified on the US Munitions List, is prohibited.

  • Export Control This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States or other countries that may be imposed on the Parties from time to time. Each Party agrees that it will not export, directly or indirectly, any technical information acquired from the other Party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance with Applicable Law.

  • Export Controls Both Parties will adhere to all applicable laws, regulations and rules relating to the export of technical data and will not export or re-export any technical data, any products received from the other Party or the direct product of such technical data to any proscribed country listed in such applicable laws, regulations and rules unless properly authorized.

  • Certification Regarding Prohibition of Boycotting Israel (Tex Gov. Code 2271)

  • Third-Party Information; Privacy or Data Protection Laws Each Party acknowledges that it and its respective Subsidiaries may presently have and, after the Effective Time, may gain access to or possession of confidential or proprietary Information of, or personal Information relating to, Third Parties: (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or the other Party’s Subsidiaries, on the other hand, prior to the Effective Time or (ii) that, as between the two parties, was originally collected by the other Party or the other Party’s Subsidiaries and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause its Subsidiaries and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary Information of, or personal Information relating to, Third Parties in accordance with privacy, data protection or other applicable Laws and the terms of any agreements that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or the other Party’s Subsidiaries, on the one hand, and such Third Parties, on the other hand.

  • Convicted, Discriminatory, Antitrust Violator, and Suspended Vendor Lists In accordance with sections 287.133, 287.134, and 287.137, F.S., the Contractor is hereby informed of the provisions of sections 287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), F.S. For purposes of this Contract, a person or affiliate who is on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must notify the Department if it or any of its suppliers, subcontractors, or consultants have been placed on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator Vendor List during the term of the Contract. In accordance with section 287.1351, F.S., a vendor placed on the Suspended Vendor List may not enter into or renew a contract to provide any goods or services to an agency after its placement on the Suspended Vendor List. A firm or individual placed on the Suspended Vendor List pursuant to section 287.1351, F.S., the Convicted Vendor List pursuant to section 287.133, F.S., the Antitrust Violator Vendor List pursuant to section 287.137, F.S., or the Discriminatory Vendor List pursuant to section 287.134, F.S., is immediately disqualified from Contract eligibility.

  • Confidentiality of Vendor Data Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate Vendor’s TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor’s Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code (the “Public Information Act”) or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor’s proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor’s proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor’s interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General

  • Anti-Money Laundering and Identity Theft Prevention Related Duties Subject to the terms and conditions set forth herein, the Trust hereby delegates to the Transfer Agent the Delegated Anti-Money Laundering Duties and, where applicable, the Delegated Identity Theft Prevention Duties that are set forth in the Trust’s Anti-Money Laundering (“AML”) Program and Identity Theft Prevention Program (“IDTPP”) as described below. The Transfer Agent agrees to perform the Delegated Anti-Money Laundering Duties and the Delegated Identity Theft Prevention Duties, with respect to ownership of shares in the Fund for which the Transfer Agent maintains the applicable information subject to and in accordance with the terms and conditions of the Contract.

  • Privacy of Customer Information Company Customer Information in the possession of the Agent, other than information independently obtained by the Agent and not derived in any manner from or using information obtained under or in connection with this Agreement, is and shall remain confidential and proprietary information of the Companies. Except in accordance with this Section 10.10, the Agent shall not use any Company Customer Information for any purpose, including the marketing of products or services to, or the solicitation of business from, Customers, or disclose any Company Customer Information to any Person, including any of the Agent’s employees, agents or contractors or any third party not affiliated with the Agent. The Agent may use or disclose Company Customer Information only to the extent necessary (i) for examination and audit of the Agent’s activities, books and records by the Agent’s regulatory authorities, (ii) to protect or exercise the Agent’s, the Custodian’s and the Lenders’ rights and privileges or (iii) to carry out the Agent’s, the Custodian’s and the Lenders’ express obligations under this Agreement and the other Facilities Papers (including providing Company Customer Information to Approved Investors), and for no other purpose; provided that the Agent may also use and disclose the Company Customer Information as expressly permitted by the relevant Company in writing, to the extent that such express permission is in accordance with the Privacy Requirements. The Agent shall take commercially reasonable steps to ensure that each Person to which the Agent intends to disclose Company Customer Information, before any such disclosure of information, agrees to keep confidential any such Company Customer Information and to use or disclose such Company Customer Information only to the extent necessary to protect or exercise the Agent’s, the Custodian’s and the Lenders’ rights and privileges, or to carry out the Agent’s, the Custodian’s and the Lenders’ express obligations, under this Agreement and the other Facilities Papers (including providing Company Customer Information to Approved Investors). The Agent agrees to maintain an Information Security Program and to assess, manage and control risks relating to the security and confidentiality of Company Customer Information pursuant to such program in the same manner as the Agent does so in respect of their own customers’ information, and shall implement the standards relating to such risks in the manner set forth in the Interagency Guidelines Establishing Standards for Safeguarding Company Customer Information set forth in 12 CFR Parts 30, 208, 211, 225, 263, 308, 364, 568 and 570. Without limiting the scope of the foregoing sentence, the Agent shall use at least the same physical and other security measures to protect all Company Customer Information in the Agent’s possession or control as the Agent uses for their own customers’ confidential and proprietary information.

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