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 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 regulations by other countries implementing the OECD Convention on Combating Bribery of Foreign Officials or other Applicable Laws of similar effect.
Appears in 1 contract
International Trade Laws and Regulations. (a) Since Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect, or as set forth in Section 5.18(a) of the Absorbing Company Disclosure Letter, Absorbing Company and each Absorbing Company Subsidiary since January 1, 2013, 2013 has prepared and timely applied for and obtained all Absorbing Company Permits required in accordance with all International Trade Laws and Regulations and has all necessary authority under the LMC Entities and, International Trade Laws and Regulations to the knowledge of LMC, the JV Entities have conduct its business as currently conducted, including (i) necessary Permits for any export transactions, (ii) necessary Permits and clearances for the disclosure of information to foreign Persons and (iii) necessary registrations with any Governmental Authority having authority to implement applicable International Trade Laws and Regulations.
(b) Except as, individually or in all material respectsthe aggregate, has not had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect, or as set forth on Section 5.18(b) of the Spinco Business Absorbing Company Disclosure Letter, each of Absorbing Company and the Absorbing Company Subsidiaries is, and since January 1, 2013 has been, in compliance with all International Trade Laws and Regulations and Permits and there have been no Actions since January 1, 2013 alleging that Absorbing Company or any Absorbing Company Subsidiary has violated any International Trade Laws and Regulations. Except as, have individually or in the aggregate, has not had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect, to the Knowledge of Absorbing Company, there are no threatened claims that Absorbing Company or any Absorbing Company Subsidiary has violated since January 1, 2013 any International Trade Laws and Regulations.
(c) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect, each of Absorbing Company and the Absorbing Company Subsidiaries has established internal controls, policies and procedures intended to provide reasonable assurance regarding compliance with all applicable International Trade Laws and Regulations and Permits.
(d) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect, or as set forth in Section 5.18(d) of the Absorbing Company Disclosure Letter, since January 1, 2013, neither Absorbing Company nor any Absorbing Company Subsidiary has engaged in any transactions, or otherwise dealt with any country, or other Person with whom United States U.S. Persons are prohibited from dealing under applicable International Trade Laws and Regulations, including Proscribed Countries, countries subject to economic sanctions maintained by OFAC, any Person designated by OFAC on the list of Specially Designated Nationals and have not participated Blocked Persons (or entities directly owned or indirectly in controlled by or acting for or on behalf of a Specially Designated National), any boycotts Person designated by the U.S. Commerce Department’s Bureau of Industry and Security on the Denied Persons List, Unverified List or other similar practices in violation of International Trade Laws and RegulationsEntity List, and there are no Proceedings pending or, to any Person designated by 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 State Department’s Directorate of Defense Trade ControlsControls on the List of Statutorily Debarred Parties or any instrumentality, United States Department of Stateagent, as an entity or individual that engages in the United States in the business of either manufacturing is acting on behalf of, or exporting “defense articles” directly or furnishing “defense services,” as those terms are defined in the ITARindirectly owned or Controlled by, in connection with the operation any 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” countries 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 LawPersons described above.
(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 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 regulations by other countries implementing the OECD Convention on Combating Bribery of Foreign Officials or other Applicable Laws of similar effect.
Appears in 1 contract
International Trade Laws and Regulations. (a) Since Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect, or as set forth in Section 3.18(a) of the Company Disclosure Letter, Company and each Company Subsidiary since January 1, 2013, 2013 has prepared and timely applied for and obtained all Company Permits required in accordance with all International Trade Laws and Regulations and has all necessary authority under the LMC Entities and, International Trade Laws and Regulations to the knowledge of LMC, the JV Entities have conduct its business as currently conducted, including (i) necessary Permits for any export transactions, (ii) necessary Permits and clearances for the disclosure of information to foreign Persons and (iii) necessary registrations with any Governmental Authority having authority to implement applicable International Trade Laws and Regulations.
(b) Except as, individually or in all material respectsthe aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect, or as set forth on Section 3.18(b) of the Spinco Business Company Disclosure Letter, each of Company and the Company Subsidiaries is, and since January 1, 2013 has been, in compliance with all International Trade Laws and Regulations and Permits and there have been no Actions since January 1, 2013 alleging that Company or any Company Subsidiary has violated any International Trade Laws and Regulations. Except as, have individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect, to the Knowledge of Company, there are no threatened claims that Company or any Company Subsidiary has violated since January 1, 2013 any International Trade Laws and Regulations.
(c) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect, each of Company and the Company Subsidiaries has established internal controls, policies and procedures intended to provide reasonable assurance regarding compliance with all applicable International Trade Laws and Regulations and Permits.
(d) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect, or as set forth in Section 3.18(d) of the Company Disclosure Letter, since January 1, 2013, neither Company nor any Company Subsidiary has engaged in any transactions, or otherwise dealt with any country, or other Person with whom United States U.S. Persons are prohibited from dealing under applicable International Trade Laws and Regulations, including Proscribed Countries, countries subject to economic sanctions maintained by the Department of Treasury Office of Foreign Assets Control (“OFAC”), any Person designated by OFAC on the list of Specially Designated Nationals and have not participated Blocked Persons (or entities directly owned or indirectly in controlled by or acting for or on behalf of a Specially Designated National), any boycotts Person designated by the U.S. Commerce Department’s Bureau of Industry and Security on the Denied Persons List, Unverified List or other similar practices in violation of International Trade Laws and RegulationsEntity List, and there are no Proceedings pending or, to any Person designated by 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 State Department’s Directorate of Defense Trade ControlsControls on the List of Statutorily Debarred Parties or any instrumentality, United States Department of Stateagent, as an entity or individual that engages in the United States in the business of either manufacturing is acting on behalf of, or exporting “defense articles” directly or furnishing “defense services,” as those terms are defined in the ITARindirectly owned or Controlled by, in connection with the operation any 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” countries 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 LawPersons described above.
(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 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 regulations by other countries implementing the OECD Convention on Combating Bribery of Foreign Officials or other Applicable Laws of similar effect.
Appears in 1 contract
International Trade Laws and Regulations. (a) Since Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, or as set forth in Section 4.18(a) of the Company Disclosure Letter, Company and each Company Subsidiary since January 1, 2013, 2013 has prepared and timely applied for and obtained all Company Permits required in accordance with all International Trade Laws and Regulations and has all necessary authority under the LMC Entities and, International Trade Laws and Regulations to the knowledge of LMC, the JV Entities have conduct its business as currently conducted, including (i) necessary Permits for any export transactions, (ii) necessary Permits and clearances for the disclosure of information to foreign Persons and (iii) necessary registrations with any Governmental Authority having authority to implement applicable International Trade Laws and Regulations.
(b) Except as, individually or in all material respectsthe aggregate, has not had, would not reasonably be expected to have, an Absorbing Company Material Adverse Effect, or as set forth on Section 4.18(b) of the Spinco Business Company Disclosure Letter, each of Company and the Company Subsidiaries is, and since January 1, 2013 has been, in compliance with all International Trade Laws and Regulations and Permits and there have been no Actions since January 1, 2013 alleging that Company or any Company Subsidiary has violated any International Trade Laws and Regulations. Except as, have individually or in the aggregate, has not had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect, to the Knowledge of Company, there are no threatened claims that Company or any Company Subsidiary has violated since January 1, 2013 any International Trade Laws and Regulations.
(c) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect, each of Company and the Company Subsidiaries has established internal controls, policies and procedures intended to provide reasonable assurance regarding compliance with all applicable International Trade Laws and Regulations and Permits.
(d) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, or as set forth in Section 4.18(d) of the Company Disclosure Letter, since January 1, 2013, neither Company nor any Company Subsidiary has engaged in any transactions, or otherwise dealt with any country, or other Person with whom United States U.S. Persons are prohibited from dealing under applicable International Trade Laws and Regulations, including Proscribed Countries, countries subject to economic sanctions maintained by the Department of Treasury Office of Foreign Assets Control (“OFAC”), any Person designated by OFAC on the list of Specially Designated Nationals and have not participated Blocked Persons (or entities directly owned or indirectly in controlled by or acting for or on behalf of a Specially Designated National), any boycotts Person designated by the U.S. Commerce Department’s Bureau of Industry and Security on the Denied Persons List, Unverified List or other similar practices in violation of International Trade Laws and RegulationsEntity List, and there are no Proceedings pending or, to any Person designated by 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 State Department’s Directorate of Defense Trade ControlsControls on the List of Statutorily Debarred Parties or any instrumentality, United States Department of Stateagent, as an entity or individual that engages in the United States in the business of either manufacturing is acting on behalf of, or exporting “defense articles” directly or furnishing “defense services,” as those terms are defined in the ITARindirectly owned or Controlled by, in connection with the operation any 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” countries 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 LawPersons described above.
(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 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 regulations by other countries implementing the OECD Convention on Combating Bribery of Foreign Officials or other Applicable Laws of similar effect.
Appears in 1 contract
