International Trade. (a) Except as set forth on Section 3.21 of the Disclosure Schedules, the Seller operates, and has operated, in compliance in all material respects with all Trade Laws and Anti-Corruption Laws. The Seller has not received any written notice from a Governmental Body asserting any material violation of Trade Laws or Anti-Corruption Laws that has not been resolved. (b) No proceeding by any Governmental Body concerning the Seller is pending or, to the Knowledge of the Seller, threatened with respect to a violation by the Seller or its agents of any applicable Trade Laws or Anti-Corruption Laws. (c) None of the Seller’s directors, managers, or officers or, to the Seller’s Knowledge, any of its employees or agents (in each case acting on behalf of the Seller): (i) has provided, promised, or authorized the provision of any contribution, gift, entertainment, or other expenses relating to political activity, or any other money, property, or thing of value, directly or indirectly, to any official of a Governmental Body or any other Person acting in an official capacity, in order to (A) influence official action, (B) secure an improper advantage, or (C) encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer; (ii) has otherwise violated any Anti-Corruption laws; (iii) is a Sanctioned Person or has transacted any business, directly or indirectly, with any Sanctioned Person in violation of Sanctions; (iv) has otherwise violated any Sanctions; or (v) has violated any other Trade Laws.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Winc, Inc.), Asset Purchase Agreement (Winc, Inc.), Asset Purchase Agreement (Winc, Inc.)
