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.
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.
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.
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.
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 ...
