International Trade Laws and Regulations. Except as disclosed on Section 3.23 of the Disclosure Schedule:
(a) The Company and each of its Subsidiaries has, to the best of its Knowledge, complied and is in compliance with all International Trade Laws and Regulations applicable in connection with the conduct of their respective businesses (including as the same relates to recordkeeping requirements), except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect on the Company.
(b) Neither the Company nor any of its Subsidiaries is or has been the subject of any civil or criminal investigation, litigation, audit, penalty, proceeding or assessment, liquidated damages proceeding or claim, forfeiture or forfeiture action, claim for additional customs duties or fees, denial orders, suspension of export privileges, governmental sanctions, or any other action, proceeding or claim by any foreign, federal, state or local governmental agency involving or otherwise relating to any alleged or actual violation of International Trade Laws and Regulations or relating to any alleged or actual underpayment of customs duties, fees, taxes or other amounts owed pursuant to any International Trade Laws and Regulations and, to the Knowledge of the Company and its Subsidiaries, there is no basis for any of the foregoing, except for possible proceedings, claims or actions which would not, individually or in the aggregate, have a Material Adverse Effect on the Company.
(c) Neither the Company nor any of its Subsidiaries has, to its Knowledge, made or provided any false statement or omission to any agency of any federal, state or local government, purchaser of products or services, or foreign government or foreign agency, in connection with the exportation of merchandise (including with respect to export licenses, exceptions and other export authorizations and any filings required for or related to exportation of any item), the importation of merchandise (including the valuation or classification of imported merchandise, the duty treatment of imported merchandise, the eligibility of imported merchandise for favorable duty rates or other special treatment, country-of-origin marking, NAFTA Certificates or other statements or certificates concerning origin, quota or visa rights) or other approvals required by a foreign government or agency or any other requirement relating to any International Trade Laws and Regulations, except for possible statements or omissions which would n...
International Trade Laws and Regulations. (a) Since January 1, 2013, the LMC Entities and, to the knowledge of LMC, the JV Entities have conducted, in all material respects, the Spinco Business in compliance with all International Trade Laws and Regulations, have not engaged in any transactions, or otherwise dealt with any country, or other Person with whom United States Persons are prohibited from dealing under applicable International Trade Laws and Regulations, and have not participated directly or indirectly in any boycotts or other similar practices in violation of International Trade Laws and Regulations, and there are no Proceedings pending or, to the knowledge of LMC, threatened between LMC or any of its Subsidiaries or, to the knowledge of LMC, the JV Entities and any Governmental Authority under any of the International Trade Laws and Regulations that would reasonably be expected to have a Spinco Material Adverse Effect or would reasonably be expected to prevent or materially delay the consummation by LMC or Spinco of the Contemplated Transactions.
(b) LMC and, to the knowledge of LMC, the JV Entities have been and are registered with the Directorate of Defense Trade Controls, United States Department of State, as an entity that engages in the United States in the business of either manufacturing or exporting “defense articles” or furnishing “defense services,” as those terms are defined in the ITAR, in connection with the operation of the Spinco Business. Except as would not reasonably be expected to have a Spinco Material Adverse Effect, neither LMC nor any of its Subsidiaries has manufactured “defense articles,” exported “defense articles” or furnished “defense services” or “technical data” to foreign nationals in the U.S. or abroad, as those terms are defined in 22 C.F.R. part 120, except pursuant to a valid license or other valid legal authorization and otherwise in accordance with Applicable Law.
(c) Neither LMC nor any Representative of an LMC Entity and, to the knowledge of LMC, nor any JV Entity has offered or given, with respect to the Spinco Business, and LMC has no knowledge of any Person that has offered or given on its behalf with respect to the Spinco Business, anything of value to (i) any official, member, employer or customer of a Governmental Authority, any political party or official thereof, or any candidate for political office, (ii) any customer or member of the government or (iii) any other Person, in any such case while knowing or having reason to know that all or...
International Trade Laws and Regulations. Except as set forth in Schedule 4.16:
(a) The Company and its Subsidiaries and their Representatives are currently in material compliance with, and at all times within the last five years prior to the date of this Agreement, have been in material compliance with, all applicable International Trade Laws and Regulations and there are no proceedings pending or, to the knowledge of the Company, threatened by any Governmental Agency under any of the International Trade Laws and Regulations;
(b) Within the last five years, the Company and its Subsidiaries have prepared and timely applied for all import and export licenses required in material compliance with all International Trade Laws and Regulations for the conduct of the Business;
(c) The Company and its Subsidiaries are currently in material compliance with, and have at all times within the last five years prior to the date of this Agreement been in material compliance with, all applicable Legal Requirements relating to export control and trade embargoes, and the Company and its Subsidiaries to the knowledge of the Company, have not, directly or indirectly, exported, re-exported, sold or otherwise transferred (including transfers to non-United States Persons located in the United States) any goods, software, technology or services in violation of International Trade Laws and Regulations; and
(d) the Company and its Subsidiaries have not engaged in any prohibited transactions, or otherwise dealt with any country, or other Person with whom United States Persons are prohibited from dealing under applicable International Trade Laws and Regulations, including Proscribed Countries, countries subject to economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, any Person designated by the Treasury Department’s Office of Foreign Assets Control on the list of Specially Designated Nationals and Blocked Persons (or entities directly owned or controlled by or acting for or on behalf of a Specially Designated National), any Person designated by the U.S. Commerce Department’s Bureau of Industry and Security on the Denied Persons List, Unverified List or Entity List, any Person designated by the State Department’s Directorate of Defense Trade Controls on the List of Statutorily Debarred Parties or, to the knowledge of the Company (within the meaning of 15 C.F.R. § 772.1), any instrumentality, agent, entity or individual that is acting on behalf of, or directly or indirectly owned or cont...
International Trade Laws and Regulations. Within the past five (5) years: (a) the Sellers and the Company, in each case in respect of the Business, are in material compliance with all applicable embargoes and sanctions imposed by any foreign Governmental Authority against a country, political organization or other Person (other than those, the compliance with which would constitute a violation of the Laws of the United States); (b) neither the Company, nor, in respect of the Business, the Sellers holds any unlawful contracts with a party in or from Cuba, Iran, North Korea, Sudan or Syria nor do they otherwise provide any services, products or technology directly or indirectly to Persons in these countries; (c) all activities of the Company and, in respect of the Business, the Seller including all exports, re-exports, sales or transfers of products, technology, software or services, have been effected in material compliance with all applicable export control and trade control (arms trafficking and brokering) rules; (d) the Company and, in respect of the Business, the Sellers are in material compliance with all other aspects of applicable International Trade Laws and Regulations; and (e) neither the Company, nor, in respect of the Business, the Sellers has conducted or initiated any internal investigation or made a voluntary disclosure to any government or Government Authority with respect to any alleged act or omission arising under the aforementioned laws. To the Company’s Knowledge, no government or Government Authority has initiated or given written notice threatening to initiate any investigation, audit, review or prosecution of the Company, or, in each case in respect of the Business, the Sellers with respect to non-compliance with such laws.
International Trade Laws and Regulations. The Company and its Subsidiaries are currently in compliance with in all material respects, and at all times since January 1, 2005, have been in compliance with in all material respects, all applicable International Trade Laws and Regulations.
International Trade Laws and Regulations. The Company and its Significant Subsidiaries conduct, and have at all times since April 27, 2008 conducted, all trade activities in compliance with all applicable International Trade Laws and Regulations applicable to or governing the conduct of the Company’s and its Significant Subsidiaries’ business, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting the foregoing, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since April 27, 2008: (a) the Company and its Significant Subsidiaries have obtained all export licenses or other authorizations and invoked all license exceptions related to any activity governed by International Trade Laws and Regulations (collectively, “Trade Authorizations”), including authorizations (whether licenses, approvals, license exceptions or license exemptions) required for (i) the import, export or re-export of products, services, software and technologies; (ii) releases of technologies and software to non-U.S. nationals whether located in the United States and abroad; and (iii) transactions with foreign persons; (b) the Company and its Significant Subsidiaries are and have been in compliance with the material terms of all applicable Trade Authorizations; and (c) there are no pending or, to the Knowledge of the Company, threatened actions against or investigations or inquiries by any Governmental Authority with respect to International Trade Laws and Regulations.
International Trade Laws and Regulations. (a) Since January 1, 2013, RMT Parent and its Subsidiaries have been and are currently in compliance in all material respects with all International Trade Laws and Regulations, have not engaged in any transactions, or otherwise dealt with any country, or other Person with whom United States Persons are prohibited from dealing under applicable International Trade Laws and Regulations, and have not participated directly or indirectly in any boycotts or other similar practices in violation of International Trade Laws and Regulations, and there are no Proceedings pending or, to the knowledge of RMT Parent, threatened between any RMT Parent Entity and any Governmental Authority under any of the International Trade Laws and Regulations that would reasonably be expected to have an RMT Parent Material Adverse Effect or would reasonably be expected to prevent or materially delay the consummation by RMT Parent of the Contemplated Transactions.
(b) RMT Parent has been and is registered with the Directorate of Defense Trade Controls, United States Department of State, as an entity that engages in the United States in the business of either manufacturing or exporting “defense articles” or furnishing “defense services,” as those terms are defined in the ITAR, in connection with the operation of its business. Except as would not reasonably be expected to have an RMT Parent Material Adverse Effect, neither RMT Parent nor any of its Subsidiaries has manufactured “defense articles,” exported “defense articles” or furnished “defense services” or “technical data” to foreign nationals in the U.S. or abroad, as those terms are defined in 22 C.F.R. part 120, except pursuant to a valid license or other valid legal authorization and otherwise in accordance with Applicable Law.
(c) No RMT Parent Entity or Representative of an RMT Parent Entity has offered or given, and RMT Parent has no knowledge of any Person that has offered or given on its behalf, anything of value to (a) any official, member, employer or customer of a Governmental Authority, any political party or official thereof, or any candidate for political office, (b) any customer or member of the government or (c) any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer, member of the government or candidate for political office, in each case in violation of the FCPA, laws and ...
International Trade Laws and Regulations. To the Knowledge of Sellers:
(a) The Company, its Subsidiaries have complied and are in compliance with all International Trade Laws and Regulations applicable to the Company and its Subsidiaries in connection with the conduct of the Company’s and its Subsidiaries’ business .
(b) Neither the Company nor the Subsidiaries are or have been the subject of any civil or criminal investigation, litigation, audit, penalty, proceeding or assessment, liquidated damages proceeding or claim, forfeiture or forfeiture action, claim for additional customs duties or fees, denial orders, suspension of export privileges, governmental sanctions, or any other action, proceeding or claim, in each of the above cases, by any Austrian or other federal, state or local governmental agency involving or otherwise relating to any alleged or actual violation of International Trade Laws and Regulations or relating to any alleged or actual underpayment of customs duties, fees, taxes or other amounts owed pursuant to any International Trade Laws and Regulations, in each case in connection with the conduct of the Company’s and its Subsidiaries’ business, and, to the Knowledge of Sellers and the Company, there is no basis for any of the foregoing.
(c) Neither the Company nor its Subsidiaries have knowingly made or provided any Material false statement or Material omission to any agency of any federal, state or local government, purchaser of products or services, or foreign government or foreign agency, in connection with the importation of merchandise (including the valuation or classification of imported merchandise, the duty treatment of imported merchandise, the eligibility of imported merchandise for favorable duty rates or other special treatment, country-of-origin marking, or other statements or certificates concerning origin, quota or visa rights) or other approvals required by a foreign government or agency or any other requirement relating to any International Trade Laws and Regulations in connection with the conduct of the Company’s and its Subsidiaries’ business.
(d) Neither the Company nor the Subsidiaries have made any payment, offer, gift, promise to give, or authorized or otherwise participated in, assisted or facilitated any payment or gift that is prohibited by the United States Foreign Corrupt Practices Act or any similar Austrian or European Union law.
(e) Neither the Company nor its Subsidiaries have engaged in or otherwise participated in, assisted or facilitated any tr...
International Trade Laws and Regulations. (a) Since January 1, 2010, each Company Party has at all times conducted its import and export transactions in material compliance with all applicable International Trade Laws and Regulations, including any applicable laws or regulations in countries in which such Company Party conducts business.
(b) Without limiting Section 3.30(a):
(i) Since January 1, 2010, each Company Party has, as necessary, obtained any required import or export licenses, or other consents, notices, waivers, approvals, orders, or registrations from or made any declarations or filings with any Governmental Authority required for such Company Party to (A) import, export, or re-export products, services, software, source code or technologies or (B) release technologies or source code to foreign nationals located in the United States and abroad;
(ii) No Company Party holds, or has held since January 1, 2010, any import or export authorizations issued by any Governmental Authority;
(iii) No Company Party is, or since January 1, 2010, has been or to such Company Party’s Knowledge was required to be, registered with the U.S. Department of State under the International Traffic in Arms Regulations;
(iv) To the Knowledge of each Company Party, there are no claims, complaints, charges, investigations, voluntary disclosures or proceedings pending, expected, or threatened between any Company Party and any Governmental Authority under any International Trade Laws and Regulations, and, to the Knowledge of each Company Party, there are no presently existing facts or circumstances pertaining to any Company Party’s import or export transactions that would constitute a reasonable basis for any future claims with respect to any Company Party’s compliance with International Trade Laws and Regulations;
(v) Neither any Company Party, any Seller, nor any officer, director, partner, manager, or employee of any Company Party or Seller has been or is designated on any Restricted Party List;
(vi) Since January 1, 2010, no Company Party, to its Knowledge, has participated in any transaction involving, directly or indirectly, (A) Cuba, Burma, Iran, Libya, North Korea, Sudan, Syria, or any other country against which the United States maintains, or since January 1, 2010, has maintained, economic sanctions or embargoes, (B) any instrumentality, agent, entity, or individual that is acting on behalf of, or directly or indirectly owned or controlled by, any governmental entity of such countries, (C) nationals of such...
International Trade Laws and Regulations. (a) The Company and each of its Subsidiaries has complied and is in compliance with all Laws respecting international trade ("International Trade Laws") applicable in connection with the conduct of their respective businesses (including as the same relates to record keeping requirements), except for possible violations which do not, individually or in the aggregate, constitute a Material Adverse Effect.
(b) Neither the Company nor any of its Subsidiaries is or has been the subject of any civil or criminal investigation, litigation, audit, penalty, proceeding or assessment, liquidated damages proceeding or claim, forfeiture or forfeiture action, claim for additional customs duties or fees, denial orders, suspension of export privileges, governmental sanctions, or any other action, proceeding or claim by any foreign, federal, state, local or other Governmental Authority involving or otherwise relating to any alleged or actual violation of International Trade Laws or relating to any alleged or actual underpayment of customs duties, fees, taxes or other amounts owed pursuant to any International Trade Laws and, to the knowledge of the Company, there is no basis for any of the foregoing, except for possible proceedings, claims or actions which do not, individually or in the aggregate, constitute a Material Adverse Effect.
(c) To the Company's knowledge, neither the Company nor any of its Subsidiaries has engaged in or otherwise participated in, assisted or facilitated any transaction that is prohibited by any applicable embargo or related trade restriction imposed by the United States Office of Foreign Assets Control or any other agency of the United States government.
