International Trade. Buyer will comply with all applicable trade laws and regulations affecting any Products, Services or Service Items supplied by Timken, including applicable United States, foreign and local laws and regulations. Buyer agrees and acknowledges that certain Products, Services and Service Items may be subject to export or import control restrictions, as indicated by the export control and harmonized tariff classification on the commercial invoice, if applicable. Buyer is responsible for compliance with applicable export and import control restrictions. Unless otherwise specified by Timken in writing, Products, Services and Service Items are supplied by Timken for consumption in the country of purchase only. Export to the Crimea region, Cuba, Iran, Syria, and North Korea (and such other countries or regions that may be designated as sanctioned or embargoed from time to time) may violate U.S. law. Buyer represents and warrants that it is not on any U.S. or other applicable restricted party lists (or owned 50% or more by one or more restricted party) and will not directly or indirectly engage in any transaction involving the Products, Services or Service Items with entities or persons subject to U.S. or other applicable restrictions on transactions. Unless otherwise authorized in advance by Timken in writing, Buyer shall not use any Products, Services or Service Items in activities involving nuclear, chemical, or biological weapons, or unsafeguarded nuclear materials, and shall not transfer the same to any third party that would use them in such activities.
International Trade. (a) The Company, its Subsidiaries, and their directors, managers, partners, officers, employees and Persons acting on behalf of the Company or its Subsidiaries are, and at all times during the past five years have been, in compliance in all material respects with applicable Trade Laws.
(b) During the past five years, neither the Company nor any of its Subsidiaries has been the subject of investigations, voluntary, directed, or involuntary disclosures or proceedings under Trade Laws, and, to the Knowledge of the Company, there are no pending or threatened claims or investigations involving suspected or confirmed violations by the Company or its Subsidiaries, or by any of their directors, managers, partners, officers, employees, or Persons acting on behalf of the Company or its Subsidiaries.
(c) Neither the Company nor any of its Subsidiaries nor any of their directors, managers, partners, officers, or employees of the Company or its Subsidiaries, or, to the Knowledge of the Company, any Person acting on behalf of the Company or its Subsidiaries is: (1) located, organized, or resident in a Sanctioned Territory; (2) a Sanctioned Person; or (3) engaged, directly or indirectly, in dealings or transactions in or with a Sanctioned Territory or Sanctioned Person.
(d) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Person acting on behalf of the Company or its Subsidiaries has imported, exported, reexported, transferred, released, or otherwise provided, directly or indirectly, any commodities, technology, technical data, or software without first obtaining any import or export license, permit, or other government authorization as may be required.
(e) The Company and its Subsidiaries have obtained, and are in compliance in all material respects with, all applicable import and export licenses and other Governmental Permits, consents, authorizations, waivers, approvals and orders, and have made or filed any and all necessary notices, registrations, declarations and filings with any Governmental Authority, and have met the requirements of any license or permit exceptions or exemptions, as required in connection with (i) the import, export, re-export, or transfer of products, services, software, or technologies, and (ii) releases of Intellectual Property, technical data, software, or technologies to foreign nationals located in the United States and abroad. The Company possess all customs, bonds, International Traffic in Arms Re...
International Trade. The parties will comply with applicable import and export control laws and regulations and will not transfer, directly or indirectly, any product or technical data or the direct product thereof, to any country, until any government-required export license or approval is obtained. Upon request, Cypress will provide Company with the United States Export Control Classification Number for the Products. The country of origin for each Product will be stated on the commercial invoice accompanying each shipment.
International Trade. Buyer acknowledges and agrees that its use, reexport and other transfer of items hereunder are subject to U.S. export control laws and regulations including without limitation the Export Administration Regulations, the International Traffic in Arms Regulations, regulations promulgating financial transaction restrictions administered by the United States Department of the Treasury, Office of Foreign Asset Controls or any of the laws, rules and regulations regarding prohibited and restricted parties, the International Emergency Economic Powers Act, the United States Export Administration Act, the United States Arms Export Control Act, the United States Trading with the Enemy Act, and all regulations, orders and licenses issued thereunder (collectively the "Export Laws"). Buyer shall comply strictly with all such Export Laws and Buyer shall assist Seller in complying with all such Export Laws. Buyer represents that it is not, and to the best of its knowledge its customers, its customer’s end-users and its agents are not, subject to any U.S. or other government sanction, restriction or rule that would prohibit the sale, export or extension of credit with respect to the purchase, of the Goods or Serviced Articles hereunder. Upon Seller’s request, Buyer shall provide all end-user and end-use information that it can obtain with commercially reasonable efforts. Seller makes no representation with respect to the country of origin, qualification for duty preference (or similar program), specific harmonized tariff schedule number, export jurisdiction, U.S. munitions list category, export control classification number, export authority or any other international trade or export matter relating to any Good or Serviced Article. Seller retains all of its duty drawback rights, and any attempt by Buyer to transfer or claim such rights will be null and void. Buyer shall not, itself or through any Third Party, designate Seller as the U.S. “principal party in interest” or file electronic export information with the U.S. Bureau of Census in Seller's name unless otherwise agreed in writing by Seller. Seller shall not be the importer of record with respect to any transaction governed by this Contract (unless Seller otherwise agrees in writing). In the event Buyer, through any act or omission of Buyer, or any third party acting on Buyer's behalf, breach any of the above provisions with respect to Seller's duty drawback rights, "principal party in interest", filing of electronic e...
International Trade. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, nor to the Knowledge of the Company, employees, any agent or other third party Representative acting on behalf of the Company or any of its Subsidiaries, is currently, or has in the last five (5) years: (A) been a Sanctioned Person, (B) been engaging in any dealings or transactions with or for the benefit of any Sanctioned Person or in any Sanctioned Country, (C) made or accepted any unlawful payment or given, received, offered, promised, or authorized or agreed to give or receive, any money, advantage or thing of value, directly or indirectly, to or from any employee or official of any Governmental Authority or any other Person in violation of Anti-Corruption Laws, or (D) otherwise been in violation of Sanctions, Ex-Im Laws, or U.S. anti-boycott Laws (collectively, “Trade Controls”) or any Anti-Corruption Laws. To the Knowledge of the Company, none of the items imported by the Company or any of its Subsidiaries are or have been subject to any antidumping or countervailing duty orders imposed by the U.S. Department of Commerce.
International Trade. 15.1 Except as agreed or certified in a separate written instrument signed by Timken’s Global Trade & Compliance department, Timken makes no representation with respect to the country of origin, qualification for duty preference or similar program, specific Harmonized Tariff Schedule Number, export jurisdiction, U.S. Munitions List category, Export Control Classification Number, or export authority of any Product or Service Item.
15.2 Timken retains all of its duty drawback rights, and any attempt by Buyer to transfer any such rights will be void.
(a) Unless Timken’s Global Trade & Compliance department provides its prior written consent, having been given an opportunity to review and comment on all associated documentation, Buyer shall not, itself or by any freight forwarder, customs broker or other agent or third party under Buyer’s direction or control, designate Timken as the U.S. Principal Party in Interest (as defined in the U.S. Foreign Trade Regulations, 15 CFR Part 30) or file the Electronic Export Information with U.S. Bureau of Census (“EEI”). If Buyer files an EEI without the prior written consent required by the preceding sentence, then: (i) the EEI will be considered to have been made without Timken’s authority or permission, and any false statements to the government will be considered to have been made by Buyer or its agent, as applicable, (ii) any affected transaction will be considered to be a routed export transaction, such that Buyer or its agent will be considered the U.S. Principal Party in Interest and exporter of record (as defined by the Foreign Trade Regulations and the Export Administration Regulations) for those transactions, (iii) Buyer shall assume all of the responsibilities of the exporter of record for any such transactions; and (iv) Timken will have no responsibility as the exporter of record.
(b) Buyer represents that it is not, and to the best of Buyer’s knowledge, its customers, its customers' end-users and its agents are not, on the U.S. Government's Denied Parties List, the Unverified List, the Entity List, the Specially Designated Nationals List, or the Debarred List, and are not otherwise subject to any U.S. or other government sanction or restriction that would prohibit the sale or export by Timken of the Products, Services or technology that are the subject of the Agreement. When Timken so requests, Buyer shall provide all end-user and end-use information of which it is aware or which it could obtain with commerci...
International Trade. 20.1 Except as agreed or certified in a separate written instrument signed by Timken’s Global Trade & Compliance department, Timken makes no representation with respect to the country of origin, qualification for duty preference or similar program, specific Harmonized Tariff Schedule Number, export jurisdiction, U.S. Munitions List category, Export Control Classification Number, or export authority of any Product or Service Item.
20.2 Timken retains all of its duty drawback rights, and any attempt by Buyer to transfer any such rights will be void.
(a) Unless Timken’s Global Trade & Compliance department provides its prior written consent, having been given an opportunity to review and comment on all associated documentation, Buyer shall not, itself or by any freight forwarder, customs broker or other agent or third party under Buyer’s direction or control, designate Timken as the U.S. Principal Party in Interest (as defined in the U.S. Foreign Trade Regulations, 15 CFR Part 30) or file the Electronic Export Information with U.S. Bureau of Census (“EEI”). If Buyer files an EEI without the prior written consent required by the preceding sentence, then: (i) the EEI will be considered to have been made without Timken’s authority or permission, and any false statements to the government will be considered to have been made by Buyer or its agent, as applicable, (ii) any affected transaction will be considered to be a routed export transaction, such that Buyer or its agent will be considered the U.S. Principal Party in Interest and exporter of record (as defined by the Foreign Trade Regulations and the Export Administration Regulations) for those transactions, (iii) Buyer shall assume all of the responsibilities of the exporter of record for any such transactions; and (iv) Timken will have no responsibility as the exporter of record.
(b) Buyer represents that it is not, and to the best of Buyer’s knowledge, its customers, its customers' end-users and its agents are not, on the U.S. Government's Denied Parties List, the Unverified List, the Entity List, the Specially Designated Nationals List, or the Debarred List, and are not otherwise subject to any U.S. or other government sanction or restriction that would prohibit the sale or export by Timken of the Products, Services or technology that are the subject of the Agreement. When Timken so requests, Buyer shall provide all end-user and end-use information of which it is aware or which it could obtain with commerci...
International Trade. (a) The Company shall, and shall cause all of its controlled Affiliates to, comply with all applicable Laws related to international trade, including, but not limited to, Title 19 of the U.S. Code of Federal Regulations; the Export Administration Regulations, 15 C.F.R. Parts 730-774; Section 38 of the Arms Export Control Act, 22 U.S.C. § 2778; the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130; the Trading with the Enemy Act, 50 U.S.C. App. §§ 5, 16; the International Emergency Economic Powers Act, 50 U.S.C. § 1701 et seq.; 31 C.F.R. Parts 500-598; the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 00x, 00xx-0, 00xx-0, 00xx-0, and 78ff; and any similar or successor provisions to any such Laws (collectively, “International Trade Laws”).
(b) Affiliates of the Sponsors or CSL or GS’s members may be required to disclose under Section 13(r) of the Exchange Act, as amended (“Section 13(r)”) whether any of their affiliates have engaged during the calendar year in certain Iran-related activities, including those targeted under the Iran Sanctions of Act of 1996 and other Iran-related Laws. To the extent that the Company, or its controlled Affiliates, officers or directors are, or become, engaged in any activities that would be reportable by the Company if the Company was required to make a disclosure under Section 13(r), the Company shall promptly upon becoming aware of such information disclose such information in writing to each of the Sponsors in sufficient detail in order that Affiliates of each of the Sponsors or CSL or GS’s members can timely satisfy their own disclosure obligations under Section 13(r).
(c) After the end of each calendar year, but in no event later than fifteen (15) days after the end of each calendar year, the Company shall provide a written certification to each of the Sponsors that it and its controlled Affiliates, officers and directors have disclosed to each of the Members all activities contemplated by this Section 16.04.
(d) As soon as practicable after the date hereof, but in no event later than 30 days after the date hereof, the Company shall implement suitable written, risk-based compliance procedures and related training regarding International Trade Laws along with procedures for the collection of data and other information required under Section 13(r) from its controlled Affiliates, officers and directors.
International Trade. (a) Except as set forth on Section 3.21 of the Disclosure Schedules, the Seller operates, and has operated, in compliance in all material respects with all Trade Laws and Anti-Corruption Laws. The Seller has not received any written notice from a Governmental Body asserting any material violation of Trade Laws or Anti-Corruption Laws that has not been resolved.
(b) No proceeding by any Governmental Body concerning the Seller is pending or, to the Knowledge of the Seller, threatened with respect to a violation by the Seller or its agents of any applicable Trade Laws or Anti-Corruption Laws.
(c) None of the Seller’s directors, managers, or officers or, to the Seller’s Knowledge, any of its employees or agents (in each case acting on behalf of the Seller): (i) has provided, promised, or authorized the provision of any contribution, gift, entertainment, or other expenses relating to political activity, or any other money, property, or thing of value, directly or indirectly, to any official of a Governmental Body or any other Person acting in an official capacity, in order to (A) influence official action, (B) secure an improper advantage, or (C) encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer; (ii) has otherwise violated any Anti-Corruption laws; (iii) is a Sanctioned Person or has transacted any business, directly or indirectly, with any Sanctioned Person in violation of Sanctions; (iv) has otherwise violated any Sanctions; or (v) has violated any other Trade Laws.
International Trade. Buyer will comply with all applicable trade laws and regulations affecting any Products, Services or Service Items supplied by Timken Belts, including applicable United States, foreign and local laws and regulations. Buyer agrees and acknowledges that certain Products, Services and Service Items may be subject to export or import control restrictions, as indicated by the export control and harmonized tariff classification on the commercial invoice, if applicable. Buyer is responsible for compliance with applicable export and import control restrictions. Unless otherwise specified by Timken Belts in writing, Products, Services and Service Items are supplied by Timken Belts for consumption in the country of purchase only. Export to the Crimea region, Cuba, Iran, Syria, and North Korea (and such other countries or regions that may be designated as sanctioned or embargoed from time to time) may violate U.S. law. Buyer represents and warrants that it is not on any U.S. or other applicable restricted party lists (or owned 50% or more by one or more restricted party) and will not directly or indirectly engage in any transaction involving the Products, Services or Service Items with entities or persons subject to U.S. or other applicable restrictions on transactions. Unless otherwise authorized in advance by Timken Belts in writing, Buyer shall not use any Products, Services or Service Items in activities involving nuclear, chemical, or biological weapons, or unsafeguarded nuclear materials, and shall not transfer the same to any third party that would use them in such activities.
