Common use of International Trade Laws and Regulations Clause in Contracts

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 not, individually or in the aggregate, have a Material Adverse Effect on the Company. (d) Neither the Company nor any of its Subsidiaries has made any payment, offer, gift, promise to give, or authorized or otherwise to its Knowledge participated in, assisted or facilitated any payment or gift that is prohibited by the United States Foreign Corrupt Practices Act. (e) Neither the Company nor any of its Subsidiaries has to its Knowledge 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. (f) Set forth on Section 3.23 of the Disclosure Schedule is a list of each foreign jurisdiction to which the Company or any of its Subsidiaries exports any products, equipment, services or technology, each foreign jurisdiction from which the Company or any of its Subsidiaries imports any products, equipment, services or technology and each foreign jurisdiction to which the Company's or any of its Subsidiaries' products, equipment, services or technology (or products of such technology) are reexported. The Company and each of its Subsidiaries has 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. (g) To the Knowledge of the Company and its Subsidiaries, each of its suppliers is in compliance with all applicable International Trade Laws and Regulations (including, but not limited to, any quota regulations administered by the United States Customs Service and any child labor-related International Trade Laws and Regulations), except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company's business relationships with its suppliers hold the Company harmless, and may be canceled by the Company without penalty or forfeiture, in the event that its suppliers violate any such applicable International Trade Laws and Regulations.

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, has complied and is in compliance with all Laws respecting international trade ("International Trade Laws and Regulations Laws") applicable in connection with the conduct of their respective businesses (including as the same relates to recordkeeping record keeping requirements), except for possible violations which would do not, individually or in the aggregate, have constitute a Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a whole. (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 state, local or local governmental agency other Governmental Authority 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 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 do not, individually or in the aggregate, have constitute a Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a whole. (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 not, individually or in the aggregate, have a Material Adverse Effect on the Company. (d) Neither the Company nor any of its Subsidiaries has made any payment, offer, gift, promise to give, or authorized or otherwise to its Knowledge participated in, assisted or facilitated any payment or gift that is prohibited by the United States Foreign Corrupt Practices Act. (e) Neither the Company nor any of its Subsidiaries has to its Knowledge 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. (fd) Set forth on Section 3.23 4.32 of the Disclosure Schedule Letter is a list of each foreign jurisdiction to which the Company or any of its Subsidiaries exports any products, equipment, services or technology, each foreign jurisdiction from which the Company or any of its Subsidiaries imports any products, equipment, services or technology and each foreign jurisdiction to which the Company's or any of its Subsidiaries' products, equipment, services or technology (or products of such technology) are reexported. The Company and each of its Subsidiaries has 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 do not, individually or in the aggregate, have constitute a Material Adverse Effect on the Company. (g) To the Knowledge of the Company and its Subsidiaries, each of its suppliers is in compliance with all applicable International Trade Laws and Regulations (including, but not limited to, any quota regulations administered by the United States Customs Service and any child labor-related International Trade Laws and Regulations), except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company's business relationships with its suppliers hold the Company harmless, and may be canceled by the Company without penalty or forfeiture, in the event that its suppliers violate any such applicable International Trade Laws and Regulations.

International Trade Laws and Regulations. Except as disclosed set forth on Section 3.23 of the Disclosure ---------------------------------------- attached International Trade Compliance Schedule:: --------------------------------------- (ai) The Company and Company, each of its Subsidiaries has, to and each of the best of its Knowledge, Shareholders have complied and is are in compliance with all International Trade Laws and Regulations applicable to such Person in connection with the conduct of their the respective businesses (including as of the same relates to recordkeeping requirements), except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect on Company and its Subsidiaries and neither the Company. (b) Neither the Company nor , any of its Subsidiaries is nor any of the Shareholders has committed any violation of any International Trade Laws and Regulations. (ii) Each of the Company and its Subsidiaries holds, and has maintained in satisfactory condition, all permits, licenses, bonds, approvals, certificates, registrations and other authorizations required by all International Trade Laws and Regulations or has required by federal, foreign or international authorities for the conduct of the Company's business activities in, and its import, export and other trade activities with, the United States and foreign jurisdictions. (iii) Neither the Company, any of its Subsidiaries nor any of the Shareholders have received any oral or written notice, whether in the form of claims, reports, notices, assessments, letters, demands, instructions, forms or written or oral requests for additional information, pertaining to the direct or indirect export from, or importation into, the United States or any foreign jurisdiction of the Company's products, equipment, services, or technology. (iv) Neither the Company, any of its Subsidiaries nor any of the Shareholders 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 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 knowledge of the Company and its SubsidiariesCompany, 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. (cv) Neither the Company nor Company, any of its Subsidiaries has, to its Knowledge, nor any of the Shareholders have made or provided any material false statement or material omission to any agency of any federal, state or local government, purchaser of products or servicesproducts, or foreign government or foreign agency, in connection with the exportation of merchandise (including with respect to export licenses, exceptions 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 Certificates, 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 not, individually or in the aggregate, have a Material Adverse Effect on the Company. (dvi) Neither the Company nor Company, any of its Subsidiaries has nor any of the Shareholders have made any payment, offer, gift, promise to give, or authorized or otherwise to its Knowledge participated in, assisted or facilitated any payment or gift that is prohibited by the United States Foreign Corrupt Practices Act. (evii) Neither the Company nor Company, any of its Subsidiaries has to its Knowledge nor any of the Shareholders have 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. (fviii) Set forth on Section 3.23 The Company and its Subsidiaries have paid in full all customs duties and assessments relating to imports or exports (including regular duties, tariffs, marking duties, dumping and antidumping duties, countervailing duties, merchandise processing fees, harbor maintenance fees, and any other charge, fee or assessment relating to imports or exports) and any interest, penalties, liquidated damages, or other additions to these amounts due and owing by it. Since June 30, 1996, neither the Company nor any of its Subsidiaries has incurred any liability for any of the Disclosure foregoing amounts other than in the ordinary course of business consistent with past practice. (ix) Neither the Company nor any of its Subsidiaries has received from any foreign, federal, state or local customs or other similar authority any (i) written or oral notice indicating an intent to open an audit or other review, (ii) request for information related to customs duties matters, or (iii) notice of deficiency or proposed adjustment for any amount of customs duties assessed, proposed or asserted by any customs or other similar authority against the Company or such Subsidiary. (x) There are no material unresolved questions or claims concerning any liability of the Company or any of its Subsidiaries with respect to any International Trade Law or Regulations. (xi) Each of the Company and its Subsidiaries has complied with and continues to comply with all recordkeeping requirements of all applicable International Trade Laws and Regulations, including the recordkeeping requirements of the U.S. Customs Service relating to imports and the recordkeeping requirements of the U.S. Department of Commerce and the U.S. Department of State relating to exports. (xii) The attached International Trade Compliance Schedule is sets forth a --------------------------------------- list of each foreign jurisdiction to which the Company or any of its Subsidiaries exports any products, equipment, services or technology, each foreign jurisdiction from which the Company or any of its Subsidiaries imports any products, equipment, services or technology and each foreign jurisdiction to which the Company's or any of its Subsidiaries' products, equipment, services or technology (or products of such technology) technology are reexported. The Company and each of its Subsidiaries has 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. (g) To the Knowledge of the Company and its Subsidiaries, each of its suppliers is in compliance with all applicable International Trade Laws and Regulations (including, but not limited to, any quota regulations administered by the United States Customs Service and any child labor-related International Trade Laws and Regulations), except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company's business relationships with its suppliers hold the Company harmless, and may be canceled by the Company without penalty or forfeiture, in the event that its suppliers violate any such applicable International Trade Laws and Regulations.