International Trade; Anti-Corruption. (a) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any of their respective directors, officers, employees, agents or other third-party representatives acting on behalf of the Company or any of its Subsidiaries, is currently, or has been in the last five years: (i) a Sanctioned Person; (ii) organized, resident, or operating from a Sanctioned Country; (iii) knowingly engaged in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country, in violation of Sanctions Laws; or (iv) otherwise in violation of applicable Sanctions Laws or Trade Control Laws (collectively, “Trade Controls”).
International Trade; Anti-Corruption. (a) 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 agents or other third-party representatives acting on behalf of the Company or any of its Subsidiaries, is currently, or has been in the last five years: (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; or (iv) otherwise in violation of applicable Sanctions Laws, Ex-Im Laws, or U.S. anti-boycott Laws (collectively, “Trade Controls”). In the last five years, neither the Company nor any of its Subsidiaries has exported or reexported any EAR- or ITAR-controlled products, services, technology or data except pursuant to valid licenses, approvals or license exceptions and otherwise in accordance with applicable Law.
International Trade; Anti-Corruption. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of their respective officers, directors or employees, nor any agents or other third party representatives acting on behalf of the Company or any of its Subsidiaries, is currently, or has been in the last five years: (i) a Sanctioned Person; (ii) organized, resident or located in a Sanctioned Country; (iii) knowingly engaging in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country; or (iv) otherwise in violation of applicable Sanctions Laws, or U.S. anti-boycott Laws (collectively, “Trade Controls”).
International Trade; Anti-Corruption. (a) The Company and the Company Subsidiaries, their respective directors, officers, and employees (the “Company Relevant Persons”), and, to the Knowledge of the Company, any agent, distributor, reseller or other Person acting on behalf of any of them (the “Other Relevant Persons”) are and have in the past five (5) years been in compliance with: (i) all applicable sanctions laws, including the economic sanctions laws administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), the United Kingdom and the European Union; (ii) any laws or regulations regarding the importation of goods, including those administered by U.S. Customs and Border Protection; (iii) all applicable export control laws, including the Export Administration Regulations and the International Traffic in Arms Regulations, related to the regulation of exports (including deemed exports), re-exports, transfers, releases, shipments, transmissions, imports or similar transfer of goods, technology, data, software or services, or any other transactions or business dealings, by or on behalf of the Company or the Company Subsidiaries; and (iv) U.S. anti-boycott regulations ((i) through (iv) collectively, “Customs & International Trade Laws”)
International Trade; Anti-Corruption. (a) The Company and its Subsidiaries are and since December 31, 2020, have been in compliance in all material respects with all applicable Sanctions Laws and Trade Control Laws. Neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any of their respective directors, officers, employees, agents or other third-party representatives acting on behalf of the Company or any of its Subsidiaries, is currently, or has been at any time since December 31, 2020: (i) a Sanctioned Person, (ii) engaged, directly or indirectly, in any dealings or transactions on behalf of, with, or otherwise involving any Sanctioned Person in violation of Sanctions Laws, or (iii) otherwise engaged, directly or indirectly, in any dealings or transactions in violation of applicable Sanctions Laws or Trade Control Laws. Neither the Company nor any of its Subsidiaries (y) has assets, operations or business dealings located in, or otherwise directly or indirectly derives revenue from investments, activities, or transactions in or with any Sanctioned Country, or (z) directly or indirectly derives revenues from investments, activities or transactions in or with, any Sanctioned Person. Since December 31, 2020, neither the Company nor any of its Subsidiaries has exported, reexported, or transferred (in-country) any products, services, technology, technical data, or any other item for which a license, approval, license exception, registration, or similar authorization is or was required under applicable Trade Control Laws or Sanctions Laws or, to the Knowledge of the Company, by any other Governmental Authority.
International Trade; Anti-Corruption. (a) The Parent and each of the Parent Subsidiaries, and, to the knowledge of the Parent, their respective directors, officers, and employees (the “Parent Relevant Persons”), and, to the knowledge of the Parent, any agent, distributor, reseller or other Person acting on behalf of any of them (the “Other Relevant Persons”) are and have in the past five (5) years been in compliance with all Customs & International Trade Laws.
International Trade; Anti-Corruption. (a) None of the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of their respective officers, directors or employees, nor any agents or other third-party representatives acting on behalf of the Company or any of its Subsidiaries, is currently, or has been in the last five years: (i) a Sanctioned Person; (ii) organized, resident or located in a Sanctioned Country; (iii) knowingly engaging in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country; or (iv) otherwise in violation of applicable Sanctions Laws, or U.S. anti-boycott Laws (collectively, “Trade Controls”).
International Trade; Anti-Corruption. (a) The Company and its directors, officers, and employees, and, to the Knowledge of the Company, its agents and third party representatives have been and are -25- NAI-1502820106v1 and have been for the past three (3) years in material compliance with all Sanctions Laws and Ex-Im Laws, and U.S. antiboycott Laws (collectively, “Trade Control Laws”). Neither the Company nor any its directors, officers, or employees, nor, to the Knowledge of the Company, any of its agents or third party representatives is or has been in the past three (3) years: (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, in each case, to the extent such activities violate applicable Sanctions Laws. No Governmental Authority is investigating or has since January 1, 2014 conducted, initiated or, to the Knowledge of the Company, threatened any investigation of the Company or any of its officers, directors or employees in connection with an alleged or possible violation of any Trade Control Laws. (b) Neither the Company nor any of its directors or officers, nor to the Knowledge of the Company, any employees, agents or third party representatives has in the past three (3) years, in the course of its actions for, or on behalf of, the Company: (i) directly or indirectly used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to foreign political activity; (ii) made any direct or indirect unlawful payments to any foreign governmental officials or employees or to any foreign political parties or campaigns or to any other Person from corporate funds; (iii) violated in any material respect any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable Laws prohibiting bribery or corruption (collectively, “Anti-Corruption Laws”) or (iv) made any other unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign government official. No Governmental Authority is investigating or has since January 1, 2016, conducted, initiated or threatened any investigation of the Company or any of its officers, directors or employees in connection with an alleged or possible violation of any Anti-Corruption Law. (c) The Company has implemented and maintain in effect policies and procedures reasonably designed to ensure compliance by the Company and its d...
International Trade; Anti-Corruption. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since January 1, 2018, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, nor to the Knowledge of the Company, any employee or agent or other third party representative acting for or on behalf of the Company or its Subsidiaries, has (i) made, offered, authorized, facilitated, promised, accepted, or received any unlawful payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to or from any Government Official, (ii) established or maintained any unlawful fund of corporate monies or properties, (iii) used any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other unlawful expenses, (iv) otherwise violated Anti-Corruption Laws, or (v) been a Sanctioned Person.
International Trade; Anti-Corruption. No Acquired Company or, to the Sellers’ Knowledge, any Acquired Company’s officers, directors, managers, employees, independent contractors, agents, or other Persons acting for or on behalf of any Acquired Company is or has been (a) a Sanctioned Person, (b) engaging in any transactions or business dealings with any Sanctioned Person, or (c) engaging in any transactions or business dealings in or with any Sanctioned Country; and no Acquired Company is currently in violation in any material respect of applicable Sanctions, export control Laws, or anti-boycott Laws. No Acquired Company or, to the Sellers’ Knowledge, any Acquired Company’s officers, directors, managers, employees, independent contractors, agents, or other Persons acting for or on behalf of any Acquired Company has at any time taken any action that would cause any Acquired Company to be in violation of any applicable Anti-Corruption Laws. No Acquired Company has received any internal or external allegation, or any notice or inquiry from any Governmental Authority, concerning any actual or potential violation or wrongdoing related to Anti-Corruption Laws.
