International Trade Laws. (i) Except as set forth in Section 4.17(c)(i) of the GeoEye Disclosure Letter and except for non-compliance that individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect, since January 1, 2010, the business of GeoEye and the GeoEye Subsidiaries has been operated in compliance with all International Trade Laws. (ii) GeoEye, the GeoEye Subsidiaries and Persons acting on behalf of any of those entities have obtained from relevant Governmental Entities and disclosed to DigitalGlobe all necessary International Trade Authorizations, except where the failure to do so, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. (iii) Section 4.17(c)(iii) of the GeoEye Disclosure Letter lists all current technical assistance agreements and manufacturing license agreements that GeoEye or the GeoEye Subsidiaries entered into pursuant to Section 124.1 of U.S. International Traffic in Arms Regulations (either as the licensor or the licensee) and all current export, re-export, and temporary import licenses that GeoEye or the GeoEye Subsidiaries obtained from DDTC or BIS. (iv) Since January 1, 2010, neither GeoEye nor any of the GeoEye Subsidiaries has received any written or, to the Knowledge of GeoEye, oral notice from any Governmental Entity (A) asserting that GeoEye or any of the GeoEye Subsidiaries or any agent or employee thereof has violated, is not in compliance with, or has any liability under, any International Trade Laws or (B) threatening to revoke or terminate any International Trade Authorizations. As of the date hereof, to the Knowledge of GeoEye, no investigation or review by any Governmental Entity is pending or has been threatened against GeoEye or any of the GeoEye Subsidiaries with respect to any potential violation or liability of GeoEye or any of the GeoEye Subsidiaries arising under or relating to any International Trade Laws. (v) Neither GeoEye nor any of the GeoEye Subsidiaries has made or intends to make any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any potential violation or liability of GeoEye or any of the GeoEye Subsidiaries arising under or relating to any International Trade Laws. (vi) Neither GeoEye nor any of the GeoEye Subsidiaries nor, to the Knowledge of GeoEye, any significant shareholder (i.e. a shareholder that owns 5% or more of the entity’s voting shares), director, officer, employee, agent, or affiliate or representative of GeoEye or the GeoEye Subsidiaries is a Restricted Person. (vii) Neither GeoEye nor any of the GeoEye Subsidiaries has investments in or revenues from Cuba, Iran, North Korea, Sudan, or Syria, or otherwise conducts businesses with Restricted Persons. (viii) Except as set forth in Section 4.17(c)(viii) of the GeoEye Disclosure Letter and except for non-compliance that, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect: (A) since January 1, 2010, neither GeoEye nor, to the Knowledge of GeoEye, any of its Affiliates nor any current or former director, officer, agent, contractor, consultant or employee of GeoEye or any of its Affiliates is aware of or has taken any action, directly or indirectly, that has or would result in a violation by such Persons of the U.S. FCPA or any other applicable anti-bribery or anti-corruption laws rules, and regulations in the jurisdictions in which GeoEye or its Affiliates conduct business, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to any “foreign official” (as such term is defined in the U.S. FCPA) or any foreign political party or official thereof or any candidate for foreign political office in contravention of any applicable anti-bribery or anti-corruption law of any Governmental Entity; and (B) GeoEye and the GeoEye Subsidiaries conduct and, since January 1, 2010, have conducted their businesses in compliance with applicable anti-bribery and anticorruption laws of each applicable Governmental Entity, and, to the Knowledge of GeoEye, no action, suit, proceeding, or investigation involving GeoEye or any of the GeoEye Subsidiaries with respect to the applicable anti-bribery or anti-corruption laws of any Governmental Entity, is pending or threatened.
Appears in 2 contracts
Samples: Merger Agreement (Digitalglobe Inc), Merger Agreement (GeoEye, Inc.)
International Trade Laws. (i) Except as set forth in Section 4.17(c)(i) of the GeoEye Disclosure Letter and except for non-compliance that individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect, since Since January 1, 20102014, the business of GeoEye the Company and the GeoEye Company Subsidiaries has been operated in compliance in all material respects with (A) all applicable Laws and all authorizations, registrations, clearances, or permits issued or granted by any Governmental Entity to the Company or the Company Subsidiaries, in each case, concerning the exportation, re-exportation, and temporary importation of any products, technology, technical data and services, including those administered by, without limitation, the Bureau of Industry and Security of the Department of Commerce (the “BIS”), the Directorate of Defense Trade Controls of the United States Department of State (the “DDTC”), and the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury; and (B) United States anti-boycott regulations administered by the Office of Anti-boycott Compliance of the United States Department of Commerce and the IRS; all Laws administered by the Bureau of Customs and Border Protection of the United States Department of Homeland Security (collectively, “International Trade Laws”).
(ii) GeoEyeThe Company, the GeoEye Company Subsidiaries and Persons acting on behalf of any of those entities have obtained from relevant Governmental Entities and disclosed to DigitalGlobe Parent all necessary licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, re-export, transfer and import of products, technology and services in accordance with International Trade Laws (collectively, “International Trade Authorizations”), except where the failure to do so, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Company Material Adverse Effect.
(iii) Section 4.17(c)(iii3.13(c)(iii) of the GeoEye Company Disclosure Letter lists all current technical assistance agreements and manufacturing license agreements as of the date hereof that GeoEye the Company or the GeoEye Company Subsidiaries entered into pursuant to Section 124.1 of the U.S. International Traffic in Arms Regulations (either as the licensor or the licensee) and all current export, re-export, and temporary import licenses that GeoEye the Company or the GeoEye Company Subsidiaries obtained from DDTC or BIS.
(iv) Since January 1, 20102014, neither GeoEye the Company nor any of the GeoEye Company Subsidiaries has received any written written, or, to the Knowledge of GeoEyethe Company, oral notice from any Governmental Entity (A) asserting that GeoEye the Company or any of the GeoEye Company Subsidiaries or any agent or employee thereof has violated, is not in compliance withmaterial breach of, or has any material liability under, any International Trade Laws or (B) or, to the Knowledge of the Company, threatening to revoke or terminate any International Trade Authorizations. As of the date hereof, to the Knowledge of GeoEyethe Company, no investigation or review by any Governmental Entity is pending or has been threatened against GeoEye the Company or any of the GeoEye Company Subsidiaries with respect to any potential material violation or liability of GeoEye the Company or any of the GeoEye Company Subsidiaries arising under or relating to any International Trade Laws.
(v) Neither GeoEye From January 1, 2014 through the date hereof, neither the Company nor any of the GeoEye Company Subsidiaries has made or intends to make any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any potential violation or liability of GeoEye the Company or any of the GeoEye Company Subsidiaries arising under or relating to any International Trade Laws.
(vi) Neither GeoEye the Company nor any of the GeoEye Company Subsidiaries nor, to the Knowledge of GeoEyethe Company, any significant shareholder stockholder (i.e. i.e., a shareholder stockholder that owns 5% or more of the entity’s voting shares), director, officer, employee, agent, or affiliate or representative of GeoEye the Company or the GeoEye Company Subsidiaries is a Restricted Person.
(vii) Neither GeoEye the Company nor any of the GeoEye Company Subsidiaries has investments in or revenues from Cuba, Iran, North Korea, Sudan, or Syria, or the Crimea region of Ukraine or otherwise conducts businesses business with Restricted Persons.
(viii) Except as set forth in Section 4.17(c)(viii) of the GeoEye Disclosure Letter and except for non-compliance that, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect: (A) since January 1, 2010, neither GeoEye nor, to the Knowledge of GeoEye, any of its Affiliates nor any current or former director, officer, agent, contractor, consultant or employee of GeoEye or any of its Affiliates is aware of or has taken any action, directly or indirectly, that has or would result in a violation by such Persons of the U.S. FCPA or any other applicable anti-bribery or anti-corruption laws rules, and regulations in the jurisdictions in which GeoEye or its Affiliates conduct business, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to any “foreign official” (as such term is defined in the U.S. FCPA) or any foreign political party or official thereof or any candidate for foreign political office in contravention of any applicable anti-bribery or anti-corruption law of any Governmental Entity; and (B) GeoEye and the GeoEye Subsidiaries conduct and, since January 1, 2010, have conducted their businesses in compliance with applicable anti-bribery and anticorruption laws of each applicable Governmental Entity, and, to the Knowledge of GeoEye, no action, suit, proceeding, or investigation involving GeoEye or any of the GeoEye Subsidiaries with respect to the applicable anti-bribery or anti-corruption laws of any Governmental Entity, is pending or threatened.
Appears in 1 contract
International Trade Laws. (ia) Except as set forth in Section 4.17(c)(i) of the GeoEye Disclosure Letter and except for non-compliance that individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect, since January 1, 2010, the business of GeoEye and the GeoEye Subsidiaries has been operated in compliance with all International Trade Laws.
(ii) GeoEye, the GeoEye Subsidiaries and Persons acting on behalf of any of those entities have obtained from relevant Governmental Entities and disclosed to DigitalGlobe all necessary International Trade Authorizations, except where the failure to do sothat, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Parent Material Adverse Effect, since January 1, 2015, the business of Parent and the Parent Subsidiaries has been operated in compliance in all material respects with (A) all applicable Laws and all authorizations, registrations, clearances, or permits issued or granted by any Governmental Entity to Parent or the Parent Subsidiaries, in each case, concerning the exportation, re-exportation, and temporary importation of any products, technology, technical data and services, including those administered by, without limitation, the BIS, the DDTC, OFAC, the Export Controls Division of Global Affairs Canada (“GAC”), the Controlled Goods Directorate of Public Works and Government Services Canada, and the Canadian Industrial Security Directorate; and (B) United States anti-boycott regulations administered by the Office of Anti-boycott Compliance of the United States Department of Commerce, the IRS, and the Ontario Ministry of Consumer and Business Services.
(iii) Section 4.17(c)(iii) of the GeoEye Disclosure Letter lists all current technical assistance agreements and manufacturing license agreements that GeoEye or the GeoEye Subsidiaries entered into pursuant to Section 124.1 of U.S. International Traffic in Arms Regulations (either as the licensor or the licensee) and all current export, re-export, and temporary import licenses that GeoEye or the GeoEye Subsidiaries obtained from DDTC or BIS.
(ivb) Since January 1, 20102015, neither GeoEye Parent nor any of the GeoEye Parent Subsidiaries has received any written or, to the Knowledge of GeoEye, oral notice from any Governmental Entity (A) asserting that GeoEye Parent or any of the GeoEye Parent Subsidiaries or any agent or employee thereof has violated, is not in compliance withmaterial breach of, or has any material liability under, any International Trade Laws or (B) threatening to revoke or terminate any International Trade Authorizations. As Laws, and as of the date hereof, to the Knowledge of GeoEyeParent, no investigation or review by any Governmental Entity is pending or has been threatened in writing against GeoEye Parent or any of the GeoEye Parent Subsidiaries with respect to any potential material violation or liability of GeoEye Parent or any of the GeoEye Parent Subsidiaries arising under or relating to any International Trade Laws.
(vc) Neither GeoEye Parent nor any of the GeoEye Subsidiaries has made or intends to make any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any potential violation or liability of GeoEye or any of the GeoEye Subsidiaries arising under or relating to any International Trade Laws.
(vi) Neither GeoEye nor any of the GeoEye Parent Subsidiaries nor, to the Knowledge of GeoEyeParent, any significant shareholder stockholder (i.e. i.e., a shareholder stockholder that owns 5% or more of the entity’s voting shares), director, officer, employee, agent, or affiliate or representative of GeoEye Parent or the GeoEye Parent Subsidiaries is a Restricted Person.
(viid) Neither GeoEye Parent nor any of the GeoEye Parent Subsidiaries has investments in or revenues from Cuba, Iran, North Korea, Sudan, Syria, or Syriathe Crimea region of Ukraine, or otherwise conducts businesses business with Restricted Persons.
(viii) Except as set forth in Section 4.17(c)(viii) of the GeoEye Disclosure Letter and except for non-compliance that, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect: (A) since January 1, 2010, neither GeoEye nor, to the Knowledge of GeoEye, any of its Affiliates nor any current or former director, officer, agent, contractor, consultant or employee of GeoEye or any of its Affiliates is aware of or has taken any action, directly or indirectly, that has or would result in a violation by such Persons of the U.S. FCPA or any other applicable anti-bribery or anti-corruption laws rules, and regulations in the jurisdictions in which GeoEye or its Affiliates conduct business, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to any “foreign official” (as such term is defined in the U.S. FCPA) or any foreign political party or official thereof or any candidate for foreign political office in contravention of any applicable anti-bribery or anti-corruption law of any Governmental Entity; and (B) GeoEye and the GeoEye Subsidiaries conduct and, since January 1, 2010, have conducted their businesses in compliance with applicable anti-bribery and anticorruption laws of each applicable Governmental Entity, and, to the Knowledge of GeoEye, no action, suit, proceeding, or investigation involving GeoEye or any of the GeoEye Subsidiaries with respect to the applicable anti-bribery or anti-corruption laws of any Governmental Entity, is pending or threatened.
Appears in 1 contract
