Common use of Import and Export Control Laws Clause in Contracts

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.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Mitek Systems Inc)

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Import and Export Control Laws. (a) A2iA and The Company has conducted its Subsidiaries have for the past three (3) years conducted their import and export transactions in accordance in all material respects compliance with all applicable provisions of French 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 re-export 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 with in which A2iA and its Subsidiaries do the Company conducts business. Without limiting the foregoing: (i) A2iA and its Subsidiaries have the Company has 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 Governmental Entity required for (A) the export, import and re-export of products, services, Software software and technologies and (B) releases of technologies and Software software to foreign nationals located in Canada, the United States and abroad (collectively, “Export Approvals”); , (ii) A2iA and its Subsidiaries are the Company is in compliance in all material respects with the terms of all applicable Export Approvals; , (iii) there are no pending or, to the Sellers’ Knowledgeknowledge of the Company, threatened, threatened claims against A2iA or any of its Subsidiaries the Company with respect to such Export Approvals; , (iv) there are no actions, conditions or circumstances pertaining to A2iA or any of its Subsidiaries’ the Company’s export transactions that would reasonably be expected to give rise to any future claims; claims and (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 for the transfer of export licenses to the transactions contemplated hereby Acquirer or Subco are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Yelp Inc)

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Import and Export Control Laws. (a) A2iA Except as set forth in Schedule 3.24 of the Seller Disclosure Schedule, Seller and its Subsidiaries have for with respect to the past three (3) years Sale Business, at all times as to which the applicable statute of limitations has not yet expired, conducted their import and export transactions materially in accordance in all material respects with (a) all applicable provisions of French U.S. import, export and re-export controls controls, including the Export Administration Act of 1979, as amended, and the Export Administration Regulations and the economic sanctions regulations implemented by the Office of Foreign Assets Control Regulations and (b) all other applicable import/export controls in other countries with in which A2iA and Seller or any of its Subsidiaries do conducts business. Without limiting the foregoingforegoing with respect to the Sale Business: (i) A2iA Seller and its Subsidiaries have obtained (if applicable) obtained, and are in compliance with, all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrationsdeclarations, declarations classifications and filings with any Government U.S. Governmental Authority necessary to conduct their businesses and required for (Ai) the export, import export and re-export of products, services, Software services and technologies Technology and (Bii) releases of technologies and Software Technology 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’ KnowledgeKnowledge of Seller, threatened, threatened claims against A2iA Seller or any of its Subsidiaries with respect to such Export Approvals; (iv) to the Knowledge of Seller, there are no actions, conditions or circumstances pertaining to A2iA Seller's or any of its Subsidiaries’ Subsidiary's import or export transactions that would reasonably be expected to may 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.;

Appears in 1 contract

Samples: Asset Purchase Agreement (Zilog Inc)

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