International Trade and Anti-Corruption. (a) Except as would not reasonably be expected to result, individually or in the aggregate, in material liability to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have, within the last three (3) years: (i) complied with applicable Trade Control Laws and Sanctions; (ii) maintained in place and implemented controls and systems reasonably designed to comply with applicable Trade Control Laws and Sanctions; (iii) not engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Country or Sanctioned Person; and (iv) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Trade Control Laws or Sanctions, and has not been notified of any such pending or threatened actions.
(b) Neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors or employees, nor to the Knowledge of the Company, any Person acting on behalf of any of the Company or its Subsidiaries, is currently, or has been in the last three (3) years: (i) a Sanctioned Person; (ii) subject to debarment or any list-based designations under any Trade Control Laws; or (iii) engaged in dealings, transactions, or activities that might reasonably be expected to cause such Person to become a Sanctioned Person.
(c) In the last three (3) years, neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors or employees, nor to the Knowledge of the Company, any Person acting on behalf of, or associated with the Company or any of its Subsidiaries, has at any time (i) made or accepted any unlawful payment or given, offered, promised, or authorized or agreed to give or receive, any money, advantage or thing of value, directly or indirectly, to or from any Government Official or other Person in violation of Anti-Corruption Laws; (ii) used any corporate funds for unlawful political or charitable contributions, gifts, hospitality, travel, entertainment or other unlawful expenses relating to political activity; or (iii) has otherwise been in violation of any Anti-Corruption Laws in any respect. At all times during the past three (3) years, the Company has maintained and enforced policies and procedures designed to ensure compliance by the Company with the Anti-Corruption Laws.
(d) During the three (3) years prior to the date hereof, neither the Company n...
International Trade and Anti-Corruption. Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(a) Neither the Company nor its Subsidiaries, nor any of their respective officers, directors, employees or, to the Knowledge of the Company, agents is currently or has since January 1, 2020 been: (i) a Sanctioned Person; (ii) operating in, organized in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in or for the benefit of any Sanctioned Country in a manner that would violate applicable Sanctions and Export Control Laws; or (iii) otherwise in violation of any applicable Sanctions and Export Control Laws or U.S. antiboycott requirements (“Trade Controls”).
(b) Neither the Company nor its Subsidiaries, nor any of their respective officers, directors, employees or, to the Knowledge of the Company, agents, has since January 1, 2020 violated or is currently violating any Anti-Corruption Laws.
(c) Neither the Company nor its Subsidiaries is or has been since January 1, 2020 the subject of any Action regarding any offense or alleged offense under Trade Controls or Anti-Corruption Laws, and no such investigation, inquiry or proceedings are pending and, to the Knowledge of the Company, none is threatened.
International Trade and Anti-Corruption. During the past five (5) years, and except as set forth on Section 2.4
International Trade and Anti-Corruption. (a) None of the SPAC Parties, any of their respective officers, directors or employees or any of their other Representatives, or any other Persons acting for or on behalf of any of the foregoing, is:
(i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity;
(ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws that bar a U.S. person generally from transacting with such Person (at the time of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea, DNR and LNR) areas of Ukraine);
(iii) an entity owned or controlled, directly or indirectly, by one or more Persons described in clause (i) or (ii); or
(iv) otherwise engaging in unlawful dealings with or for the benefit of any Person described in clauses (i) through (iii) or any country or territory which is the subject of or target of any Sanctions and Export Control Laws.
(b) None of the SPAC Parties, nor any of their respective officers, directors or employees or any of their other Representatives or any other Persons while acting for or on behalf of any of the foregoing, has directly or indirectly (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or anything of value to or from any Person with corrupt intent to obtain or retain an improper business advantage, (ii) made or paid any contributions to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment or anything of value, in each case in violation of any Anti-Corruption Laws.
(c) No SPAC Party has, directly or indirectly, unlawfully exported, re-exported, transferred, released, shipped, transmitted or otherwise provided money, monetary value, goods, Technology, Software, or services to:
(i) any individual, entity, country or region prohibited by Sanctions and Export Control Laws, including the prohibition against such exports (A) into, or to a national or resident of, any country or region subject to Sanctions and Export Control Laws (e.g., Cuba, Iran, North Korea, Syria, or the Crimea, DNR, and LNR areas of Ukraine), or (B) to anyone on OFAC’s Specially Designated Nationals and Blocked Persons List, Sectoral Sanctions Identifications List or Foreign Sanctions Evaders List, the U.S. Department of Commerce’s Bureau of Industry and Security Denied Persons List, Unverified List...
International Trade and Anti-Corruption. (a) None of the Group Companies, any of their respective officers, directors, employees, or, to the Company’s knowledge, any other Representatives or any other Persons acting for or on behalf of any of the foregoing, is or has, during the last five (5) years, been (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned or controlled, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) through (iii) or any country or territory which is or has ever been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, Cuba, Iran, North Korea, Venezuela, Syria, and the Crimea, Donetsk People’s Republic (“DNR”) and Luhansk People’s Republic (“LNR”) areas of Ukraine).
(b) None of the Group Companies, any of their respective officers, directors, employees, or, to the Company’s knowledge, any other Representatives or any other Persons acting for or on behalf of any of the foregoing has, during the last five (5) years, directly or indirectly (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or anything of value to or from any Person with corrupt intent to obtain or retain an improper business advantage, (ii) made or paid any contributions to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment or anything of value in violation of any Anti-Corruption Laws. No Group Company personnel, or other Person acting on behalf of the Group Company, is currently a foreign government official, foreign political party official, or a candidate for foreign political office. No officer or director of any Group Company or, to the Company’s knowledge, any other Person acting on behalf of any Group Company has been found guilty of fraud or corruption or been found to be ineligible for government procurement programs.
(c) No Group Company has, during the past five (5) years, directly or indirectly, exported, re-exported, transferred, released, shipped, transmitted or otherwise provided money, monetary value, goods, Technology, Software, or services (collectively, “Export”...
International Trade and Anti-Corruption. (a) The Company and, with respect to the Business, the Seller and each of its direct or indirect Subsidiaries, has been during the last five (5) years, and is currently, in compliance in all material respects with all applicable International Trade Laws and neither the Company nor, with respect to the Business, the Seller or any of their respective direct or indirect Subsidiaries nor, to the Knowledge of the Company, any of their respective directors, officers, employees, agents, representatives, or other Persons acting on their behalf has engaged in or is currently engaged in any conduct that is prohibited under International Trade Laws, except, in each case, as would not reasonably be expected to be material to the Company or the Business. Notwithstanding any of the foregoing, except, in each case, as would not reasonably be expected to be material to the Company or the Business during the last five (5) years, neither the Company nor, with respect to the Business, the Seller or any of its other direct or indirect Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers, employees, agents, representatives, or other Persons acting on their behalf: (i) has been a Sanctioned Person; (ii) has participated in any transaction involving a Sanctioned Person; (iii) has maintained employees or assets of any kind in a Sanctioned Jurisdiction; (iv) has directly or indirectly provided any financing to or for the benefit of any Sanctioned Person or has directly or indirectly conducted any transaction or engaged in any dealings with or for the benefit of any Sanctioned Person; or (v) has imported, exported (including deemed exportation), re-exported or transferred, directly or indirectly, any goods, technical data, technology or services in violation of any applicable International Trade Laws.
(b) For the past five (5) years, the Company, and with respect to the Business, the Seller and each of its other direct and indirect Subsidiaries and each of their respective directors, officers, employees, or to the Knowledge of the Company, any agent, representative, and any other Person acting on their behalf, has been, and is currently in compliance in all material respects with Anti-Corruption Laws. Neither the Company nor with respect to the Business, the Seller or any of its other direct or indirect Subsidiaries, nor any of their respective directors, officers, employees, or, to the Knowledge of the Company, any agent, representative, or...
International Trade and Anti-Corruption. Except as would not have a Company Material Adverse Effect:
(a) Neither the Company nor its Subsidiaries, nor, to the Knowledge of the Company, any of their respective officers, directors, employees or agents is currently or has since July 1, 2019 been: (i) a Sanctioned Person; (ii) operating in, organized in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in or for the benefit of any Sanctioned Country in a manner that would violate applicable Sanctions and Export Control Laws; or (iii) otherwise in violation of any applicable Sanctions and Export Control Laws or U.S. antiboycott requirements (collectively, “Trade Controls”);
(b) Neither the Company nor its Subsidiaries, nor, to the Knowledge of the Company, any of their respective officers, directors, employees or agents, has since July 1, 2019 violated or is currently violating any Anti-Corruption Laws; and
(c) Neither the Company nor its Subsidiaries is or has been since July 1, 2019 the subject of any Legal Actions regarding any offense or alleged offense under Trade Controls or Anti-Corruption Laws, and no such investigation, inquiry or proceedings are pending and, to the Knowledge of the Company, none is threatened.
(d) The Company and its Subsidiaries have implemented and maintain in effect written policies, procedures and internal controls set forth in Section 3.15(d) of the Company Disclosure Letter, and such policies are, in the good faith opinion of the Company, reasonably designed to prevent, deter and detect violations of Anti-Corruption Laws and Trade Controls.
International Trade and Anti-Corruption. (a) Each Group Company and the Owners, directors, members, officers or, to the Partnership’s Knowledge, employees or agents and other third party representatives of each Group Company (i) are in material compliance in all respects and have, during the Reference Period, complied in all respects, with all Anti-Corruption Laws, and (ii) have not offered, given or agreed to or accepted or agreed to accept, to give anything of value, directly or indirectly, to or from any official, employee or agent of any Governmental Entity, any Person acting on behalf of a Governmental Entity in an official or unofficial capacity, elected officials, political party officials, candidates for political office or senior political figures or to any other Person, in each case, in material violation of Anti-Corruption Laws.
(b) During the Reference Period, (i) no Group Company nor any director, officer or, to the Partnership’s Knowledge, employee or agent or other third party representative of any Group Company has been, or has, in violation of any Applicable Law, engaged in any dealings with or for the benefit of any Person that has been at the time of such dealings (x) the subject or target of sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of State, or any other equivalent U.S. or non-U.S. Governmental Entity (collectively, “Sanctions”), or (y) located in, organized in, or a resident of any country or territory subject to, or the government of which is subject to, Sanctions, including Cuba, Iran, North Korea, Syria, Venezuela or the Donetsk, Luhansk, the Crimea regions of Ukraine or the Russian Federation, except as set forth in Section 3.21(b) of the Disclosure Schedule; and (ii) each Group Company and, to the Partnership’s Knowledge, the directors, members, officers, employees, agents and other third party representatives of each Group Company have been in material compliance with Sanctions, export controls, and anti-boycott Applicable Laws, including those administered by the U.S. Department of Commerce, OFAC, and import controls, including valuation, classification, and duty treatment requirements of imported merchandise and other U.S. import laws administered by U.S. Customs and Border Protection (collectively, “Trade Control Laws”).
(c) No Group Company nor any Owner, director, officer or, to the Partnership’s Knowledge, employee or agent or other third party representative of a Group Comp...
International Trade and Anti-Corruption. (a) Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of its Affiliates, officers, directors, employees, agents and other third-party representatives acting on behalf of the Company or its Subsidiaries, currently is or has been at any time since January 1, 2021: (i) a Sanctioned Person, (ii) engaged in any direct or indirect dealings or transactions with any Sanctioned Person or in any Sanctioned Country, to the extent such activities violate applicable Sanctions Laws, or (iii) otherwise in material violation of applicable Sanctions Laws or U.S. Export Control Laws.
(b) The Company and its Subsidiaries, and to the Company’s Knowledge, all of their respective Affiliates, officers, directors, employees, agents and other third-party representatives acting on behalf of the Company or its Subsidiaries, are and have been, since January 1, 2021, in compliance with the provisions of the U.S. Foreign Corrupt Practices Act of 1977 and any other applicable anti-corruption laws, applicable anti-bribery laws of each jurisdiction in which the Company and its Subsidiaries operate or have operated (“Anti-Corruption Laws”). Since January 1, 2021, either the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of its Affiliates, officers, directors, employees, and, agents, representatives or other Persons acting on behalf of the Company or its Subsidiaries has paid, offered or promised to pay, or authorized or ratified the payment or transfer, directly or indirectly, of any monies or anything of value to any Public Official for the purpose of corruptly influencing any act or decision of such Public Official or of a Governmental Entity to obtain or retain business, or direct business to any Person or to secure any other improper benefit or advantage, in each case, in violation of any Anti-Corruption Laws.
International Trade and Anti-Corruption. (a) Trade Control Laws. Neither the Company nor any of its officers, directors or employees, nor to the Knowledge of the Company, any agent or other third-party representative acting on behalf of the Company, is currently, or has been since July 1, 2017: (i) a Sanctioned Person, (ii) organized, resident or located in a Sanctioned Country, (iii) engaging in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country, to the extent such activities violate applicable Sanctions Laws or Ex-Im Laws, (iv) engaging in any export, reexport, transfer or provision of any goods, software, technology, data or service without, or exceeding the scope of, any required or applicable licenses or authorizations under all applicable Ex-Im Laws or (v) otherwise in violation of applicable Sanctions Laws, Ex-Im Laws, or the anti-boycott Laws administered by the U.S. Department of Commerce and the IRS (collectively, “Trade Control Laws”).
