Import and Export Control Laws. The Company and each of its Subsidiaries has at all times as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance with (i) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts material business. Without limiting the foregoing:
(a) The Company and each of its Subsidiaries has obtained, and is in material compliance with, any material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the export and re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”);
(b) There are no pending or, to the knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such Export Approvals;
(c) To the knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s or any of its Subsidiaries’ import or export transactions that may give rise to any future claims;
(d) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost;
(e) None of the Company, its Subsidiaries or any of their respective Affiliates (i) is a party to any Contract or bid with, or has conducted business with (directly or, to the knowledge of the Company, indirectly), a third party located in Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syria, or Sudan or (ii) otherwise has any operations in, or sales to, any of such countries;
(f) Since October 1, 2003, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Entity claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of t...
Import and Export Control Laws. Each Party will comply in all material respects with all known applicable export and import control laws and regulations in its delivery and use of Confidential Information. In particular, neither Party will knowingly export or re-export Confidential Information in violation of (1) applicable economic sanctions laws administered and enforced by the U.S. Office of Foreign Assets Control (OFAC) (available as of the date hereof at xxxx://xxx.xxxxx.xxx/offices/enforcement/ofac) or (2) the denied persons list maintained by the U.S. Department of Commerce (available as of the date hereof at xxxx://xxx.xxx.xxx.xxx/dpl/default.shtm). The OFAC is part of the U.S. Department of the Treasury and is responsible for “administer[ing] and enforce[ing] economic and trade sanctions based on US foreign policy and national security goals against targeted foreign countries and regimes.” The Parties shall advise in writing (i) of the appropriate export classification codes of Centre Confidential Information and any related technical information that will be supplied, including, if applicable, the specific Export Control Classification Number (ECCN) or the EAR99 designation, whichever applies, and (ii) whether any Centre Confidential Information and any related technical information requires an export license.
Import and Export Control Laws. The Company has conducted its import and export transactions in accordance in compliance with Applicable Laws concerning importation, exportation, import and export reporting, import and export controls, cross-border transportation, cross-border movement, marking and labelling, trade embargoes and export and import permits, including (i) the Customs Act (Canada), the Customs Tariff (Canada), the Reporting of Imported Goods Regulations (Canada), the Export and Import Permits Act (Canada), (ii) the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State, and (iii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (i) the Company has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in Canada, the United States and abroad (collectively, “Export Approvals”), (ii) the Company is in compliance with the terms of all applicable Export Approvals, (iii) there are no pending or, to the knowledge of the Company, threatened claims against the Company with respect to such Export Approvals, (iv) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (v) no Export Approvals for the transfer of export licenses to Acquirer or Subco are required, except for such Export Approvals that can be obtained expeditiously and without material cost.
Import and Export Control Laws. (a) A2iA and its Subsidiaries have for the past three (3) years conducted their import and export transactions in accordance in all material respects with all applicable provisions of French export and re-export controls and all other applicable import/export controls in other countries with which A2iA and its Subsidiaries do business. Without limiting the foregoing: (i) A2iA and its Subsidiaries have obtained (if applicable) all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Government Authority necessary to conduct their businesses and required for (A) the export, import and re-export of products, services, Software and technologies and (B) releases of technologies and Software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”); (ii) A2iA and its Subsidiaries are in compliance in all material respects with the terms of all applicable Export Approvals; (iii) there are no pending or, to the Sellers’ Knowledge, threatened, claims against A2iA or any of its Subsidiaries with respect to such Export Approvals; (iv) there are no actions, conditions or circumstances pertaining to A2iA or any of its Subsidiaries’ export transactions that would reasonably be expected to give rise to any future claims; (v) neither A2iA nor any of its Subsidiaries, nor any of their respective Affiliates, has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Government Authority regarding any past import or export control violations; and (vi) no Export Approvals with respect to the transactions contemplated hereby are required.
(b) Neither A2iA nor any of its Subsidiaries, nor, to the Sellers’ Knowledge, any of their Affiliates, is a party to any Contract or bid with, or has conducted business with (directly or, to the Sellers’ Knowledge, indirectly), any Person located in, or to the Sellers’ Knowledge, otherwise has any operations in, or sales to, Cuba, Iran, Iraq, North Korea, Libya, Belarus, Democratic Republic of Congo, the Republic of Crimea, Somalia, Zimbabwe, Syria or Sudan. During the past five (5) years, neither A2iA nor any of its Subsidiaries has received written notice to the effect that a Government Authority claimed or alleged that A2iA or any of its Subsidiaries was not in compliance in all material respects with any Applicable Laws relating to the expor...
Import and Export Control Laws. (a) The Company and each of its Subsidiaries have complied in all material respects with all applicable export and re-export control Laws (“Export Controls”), including but not limited to 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. 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, or technology (including products derived from or based on such technology) to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. The Company and its Subsidiaries are in compliance in all material respects with all applicable import Laws (“Import Regulations”), including Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations.
(b) Section 3.23 of the Company Disclosure Letter accurately lists all of the Harmonized Tariff Classification Numbers and Export Control Classification Numbers (and their CCATS document number, if applicable) as used by the Company for Company Products.
(c) No action, proceeding, writ, injunction, claim, request for information or subpoena is pending, or the Company’s Knowledge, 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 any violations of Export Controls and Import Regulations.
Import and Export Control Laws. (a) A2iA and its Subsidiaries have for the past three (3) years conducted their import and export transactions in accordance in all material respects with all applicable provisions of French export and re-export controls and all other applicable import/export controls in other countries with which A2iA and its Subsidiaries do business. Without limiting the foregoing: (i) A2iA and its Subsidiaries have obtained (if applicable) all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Government Authority necessary to conduct their businesses and required for (A) the export, import and re-export of products, services, Software and technologies and (B) releases of technologies and Software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”); (ii) A2iA and its Subsidiaries are in compliance in all material respects with the terms of all applicable Export Approvals; (iii) there are no pending or, to the Sellers’ Knowledge, threatened, claims against A2iA or any of its Subsidiaries with respect to such Export Approvals; (iv) there are no actions, conditions or circumstances pertaining to A2iA or any of its Subsidiaries’ export transactions that would reasonably be expected to give rise to any future claims; (
Import and Export Control Laws. With respect to the Cariflex Business, Seller and its Affiliates have, since the Relevant Date, conducted their import and export transactions in accordance with all applicable U.S. import, export and re-export controls (including those administered by the U.S. Department of Homeland Security’s U.S. Customs and Border Protection, U.S. Department of Commerce’s Bureau of Industry and Security, and the U.S. Department of the Treasury’s Office of Foreign Assets Control), and all other applicable import / export controls administered by any applicable Governmental Authority (“International Trade Laws”). Without limiting the foregoing and solely as it relates to the Cariflex Business:
(a) no Export Approvals are required with respect to the Transaction;
(b) since the Relevant Date, no Person involved in the Cariflex Business has conducted business with any Person ordinarily resident in, or organized under the laws of, Cuba, Iran, North Korea or Syria;
(c) there are no pending or, to Seller’s knowledge, threatened, claims against Seller or its Affiliates with respect to Export Approvals;
(d) since the Relevant Date, none of Seller or its Affiliates has received written notice from a Governmental Authority claiming or alleging that any of Seller or its Affiliates was not in compliance with any applicable International Trade Law; and
(e) neither Seller nor its Affiliate has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding International Trade Laws.
Import and Export Control Laws. The Company has complied in all material respects with: (a) all applicable sanctions laws, including the U.S. economic sanctions laws administered by the U.S. Department of the Treasury, Office of Foreign Assets Control; (b) all applicable export control laws, including the Export Administration Regulations administered by the U.S. Department of Commerce; and (c) the anti-boycott regulations administered by U.S. Department of Commerce and the U.S. Department of the Treasury (collectively clauses (a) through (c), the “Customs & International Trade Laws”), related to the regulation of exports, re-exports, transfers, releases, shipments, transmissions, imports or similar transfer of goods, technology, software or services, or any other transactions or business dealings, by or on behalf of the Company. Without limiting the foregoing, the Company has not submitted any disclosures nor received any notice that it is subject to any civil or criminal investigation, proceeding, audit or any other inquiry, or has conducted any internal investigation concerning, is not is aware of any allegation involving or otherwise relating to, any alleged or actual material violation of the Customs & International Trade Laws. Schedule 2.24 to the Disclosure Letter sets forth an accurate and complete list of each of the countries to which the Company has shipped or distributed Company Products.
Import and Export Control Laws. The Company and each Company Subsidiary have complied in all material respects with: (a) all applicable sanctions laws, including the U.S. economic sanctions laws administered by the U.S. Department of the Treasury, Office of Foreign Assets Control; (b) all applicable export control laws, including the Export Administration Regulations administered by the U.S. Department of Commerce; and (c) the anti-boycott regulations administered by U.S. Department of Commerce and the U.S. Department of the Treasury (collectively clauses (a) through (c), the “Customs & International Trade Laws”), related to the regulation of exports, re-exports, transfers, releases, shipments, transmissions, imports or similar transfer of goods, technology, software or services, or any other transactions or business dealings, by or on behalf of the Company or any Company Subsidiary. Without limiting the foregoing, neither the Company nor any Company Subsidiary has submitted any disclosures nor received any notice that it is subject to any civil or criminal investigation, proceeding, audit or any other inquiry, or has conducted any internal investigation concerning, is not is aware of any allegation involving or otherwise relating to, any alleged or actual material violation of the Customs & International Trade Laws. Schedule 2.24 to the Disclosure Letter sets forth an accurate and complete list of each of the countries to which the Company or any Company Subsidiary has shipped or distributed Company Products.
Import and Export Control Laws. The Company and each Company Subsidiary have complied in all material respects with: (a) all applicable sanctions laws, including the U.S. economic sanctions laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control; (b) all applicable import or export control laws, including the Export Administration Regulations and the Foreign Trade Relations administered by the U.S. Department of Commerce’s Bureau of Industry and Security and Census Bureau, respectively, the International Traffic in Arms Regulations administered by the U.S. Department of State’s Directorate of Defense Trade Controls, and the laws and regulations administered by the U.S. Department of Homeland Security’s Customs and Border Protection agency; (c) the anti-boycott regulations administered by U.S. Department of Commerce and the U.S. Department of the Treasury; and (d) any similar or related sanctions, import or export control, or anti-boycott laws of any country in which the Company and each Company Subsidiary is doing business or is otherwise subject to jurisdiction (collectively clauses (a) through (d), the “Customs & International Trade Laws”). The Company and each Company Subsidiary has instituted and maintained policies and procedures reasonably designed to ensure compliance with the Customs & International Trade Laws. Without limiting the foregoing, neither the Company nor any Company Subsidiary has submitted any disclosure, whether voluntary or directed, nor received any notice that it is subject to any civil or criminal investigation, proceeding, audit or any other inquiry, or has conducted any internal investigation concerning, is not aware of any allegation involving or otherwise relating to, any alleged or actual violation of the Customs & International Trade Laws. Schedule 2.24 to the Disclosure Letter sets forth an accurate and complete list of each of the countries to which the Company or any Company Subsidiary has shipped or distributed Company Products.
