Common use of International Trade and Anti-Corruption Clause in Contracts

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.

Appears in 2 contracts

Samples: Merger Agreement (Mr. Cooper Group Inc.), Merger Agreement (Home Point Capital Inc.)

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International Trade and Anti-Corruption. Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect or where the conduct at issue does not pertain to the business of the Company: (a) Neither the Company nor any of its Subsidiaries, nor nor, to the Knowledge of the Company, any of their respective officers, directors, employees or, to the Knowledge of the Company, or agents is currently or has since January 1December 31, 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 anti-boycott requirements (“Trade Controls”). (b) Neither the Company nor any of its Subsidiaries, nor nor, to the Knowledge of the Company, any of their respective officers, directors, employees or, to the Knowledge of the Company, or agents, has since January 1December 31, 2020 violated or is currently violating any Anti-Corruption Laws. (c) Neither the Company nor any of its Subsidiaries is is, or has been since January 1December 31, 2020 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 Action is pending andor, to the Knowledge of the Company, none is threatened.

Appears in 1 contract

Samples: Merger Agreement (Trean Insurance Group, Inc.)

International Trade and Anti-Corruption. Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect or where the conduct at issue does not pertain to the business of the Company: (a) Neither the Company nor its Subsidiaries, nor nor, to the Knowledge of the Company, any of their respective officers, directors, employees or, to the Knowledge of the Company, or agents is currently or has since January 1June 30, 2020 2022 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 anti-boycott requirements (“Trade Controls”). (b) Neither the Company nor its Subsidiaries, nor nor, to the Knowledge of the Company, any of their respective officers, directors, employees or, to the Knowledge of the Company, or agents, has since January 1June 30, 2020 2022 violated or is currently violating any Anti-Corruption Laws. (c) Neither the Company nor its Subsidiaries is or has been since January 1June 30, 2020 2022 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 Action is pending and, to the Knowledge of the Company, none is threatened.

Appears in 1 contract

Samples: Merger Agreement (Keypath Education International, Inc.)

International Trade and Anti-Corruption. Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect or where the conduct at issue does not pertain to the business of the Company: (a) Neither the Company nor its Subsidiaries, nor nor, to the Knowledge of the Company, any of their respective officers, directors, employees or, to the Knowledge of the Company, or agents is currently or has since January 1, 2020 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 (“Trade Controls”). (b) Neither the Company nor its Subsidiaries, nor nor, to the Knowledge of the Company, any of their respective officers, directors, employees or, to the Knowledge of the Company, or agents, has since January 1, 2020 2019 violated or is currently violating any Anti-Corruption Laws. (c) Neither the Company nor its Subsidiaries is or has been since January 1, 2020 2019 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 Action is pending and, to the Knowledge of the Company, none is threatened.

Appears in 1 contract

Samples: Merger Agreement (Tivity Health, Inc.)

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International Trade and Anti-Corruption. Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect: (a) Neither the Company nor its Subsidiaries, nor nor, to the Knowledge of the Company, any of their respective officers, directors, employees or, to the Knowledge of the Company, or agents is currently or has since January 1, 2020 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 (“Trade Controls”). (b) Neither the Company nor its Subsidiaries, nor nor, to the Knowledge of the Company, any of their respective officers, directors, employees or, to the Knowledge of the Company, or agents, has since January 1, 2020 2019 violated or is currently violating any Anti-Corruption Laws. (c) Neither the Company nor its Subsidiaries is or has been since January 1, 2020 2019 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.

Appears in 1 contract

Samples: Merger Agreement (Corelogic, Inc.)

International Trade and Anti-Corruption. Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect: (a) Neither the Company nor its Subsidiaries, nor nor, to the Knowledge of the Company, any of their respective officers, directors, employees or, to the Knowledge of the Company, or 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 nor, to the Knowledge of the Company, any of their respective officers, directors, employees or, to the Knowledge of the Company, or 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.

Appears in 1 contract

Samples: Merger Agreement (Servicesource International, Inc.)

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