Sanctions and Export Control Laws customers in Iran” without first obtaining the required export licenses. The shipped items included routers, microprocessors, and servers controlled under the Export Administration Regulations (EAR) for national security, encryption, regional security, and/or anti-terrorism reasons and were used to support projects in Iran involving the installation of cellular and landline network infrastructure. ZTE used third-party “isolation companies” to “purchase the embargoed equipment from suppliers and provide that equipment under the contract in an effort to distance ZTE from U.S. export-controlled products and insulate ZTE from U.S. export violations.” Ultimately, however, “ZTE itself purchased and shipped the embargoed goods,” “packag[ing] the U.S. items with its own self-manufactured items to hide the U.S.-origin goods.” ZTE also “undertook other actions involving 283 shipments of controlled items to North Korea with knowledge that such shipments violated the EAR.” Once the U.S. government began investigating ZTE’s Iran-related activities following a media report in March 2012, ZTE communicated to the U.S. government that it had wound down and ceased its Iran-related activities. However, “ZTE’s highest-level leadership decided to surreptitiously resume its Iran-related business in 2013, which continued until 2016, when the DOC suspended the company’s export privileges by adding it to the Entity List.” ZTE went so far as to mislead its own outside counsel and a forensic accounting firm that ZTE had retained to assist in the investigation by xxxxxxxx and concealing data and documents. ZTE took elaborate steps to conceal the prohibited transactions by forming a “Contract Data Induction Team,” consisting of 13 people who “destroyed, removed, or sanitized all materials concerning transactions or other activities relating to ZTE’s Iran business,” “deleted on a nightly basis all of the team’s emails to conceal the team’s activities,” and “required each of the team members to sign a non-disclosure agreement covering the ZTE transactions and activities the team was tasked with hiding.”
Sanctions and Export Control Laws. (a) Each of the Company, its Subsidiaries, and any of the respective directors, officers, employees, or Persons acting on behalf of the Company or its Subsidiaries are in compliance with and at all times since the Prior Transaction Date have complied in all respects with (i) economic or financial sanctions or trade embargoes imposed, administered, or enforced by applicable Governmental Entities, including those administered by the United States government through the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) or the United States Department of State, the United Nations Security Council, the European Union or its Member States, or the United Kingdom (“Sanctions”), (ii) applicable trade, export control, import, and anti-boycott laws and regulations imposed, administered, or enforced by the United States government, including the Arms Export Control Act (22 U.S.C. § 1778), the International Emergency Economic Powers Act (50 U.S.C. §§ 1701–1706), the Export Controls Act of 2018 (22 U.S.C. § 2751 et seq.), the Export Control Reform Act of 2018, Section 999 of the Code, Title 19 of the U.S. Code, the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130), the Export Administration Regulations (15 C.F.R. Parts 730-774), the U.S. customs regulations at 19 C.F.R. Chapter 1, and the Foreign Trade Regulations (15 C.F.R. Part 30) to the extent applicable to the Company or its assets or properties, (iii) applicable trade, export control, import, and antiboycott laws and regulations imposed, administered, or enforced by the United Kingdom, including the Export Control Xxx 0000 and the Export Control Order 2008 (each as amended) and (iv) all applicable trade, export control, import, and antiboycott laws and regulations imposed, administered or enforced by any other country in which the Company or its Subsidiaries conduct their business (collectively, “Export Control Laws”).
Sanctions and Export Control Laws. Since the Applicable Date, neither Everest nor any of its Subsidiaries (with respect to the Newco Business) nor any Newco Company has had any transactions, business or financial dealings that benefited, or directly or indirectly involved Cuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine.
Sanctions and Export Control Laws. Since (i) January 1, 2015, with respect to each Acquired Company except Unbotify Ltd. (“Unbotify”) and Xxxxxxxx.xx (“Xxxxxxxx.xx”), (ii) January 24, 2019 with respect to Unbotify, and (iii) December 14, 2018 with respect to Xxxxxxxx.xx, each Acquired Company has conducted its transactions in accordance in all material respects with all applicable provisions of sanctions, export control, customs and other trade laws and regulations, including those of (a) the United States, including the Export Administration Regulations, the executive orders and regulations administered by the United States Department of the Treasury’s Office of Foreign Assets Control, and other controls administered by the United States Department of Treasury, the United States Department of Commerce and/or the United States Department of State, (b) the European Union, including the European Union Dual-Use Regulation (Council Regulation (EC) No 428/2009), and (c) Germany. Without limiting the foregoing: (i) each Acquired Company has obtained, made or properly used all material sanctions, export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (A) the export, import, re-export or retransfer of products, equipment, materials services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”), (ii) each Acquired Company is in material compliance with the terms of all applicable Export Approvals, (iii) there are no pending or, to the knowledge of the Company, threatened government inquiries or other claims against an Acquired Company with respect to such Export Approvals or with respect to compliance with trade laws or regulations, (iv) there are no actions, conditions or circumstances pertaining to an Acquired Company’s transactions that would reasonably be expected to give rise to any future government inquiries or other claims and (v) no Export Approvals for the transfer of export licenses to Acquirer, Holdco, and/or an Acquired Company are required, except for such Export Approvals that can be obtained expeditiously and without material cost. In addition, the Acquired Companies are not conducting business with or providing services to, and have no plan to conduct business with or provide services to, any entity or individual located in, ...
Sanctions and Export Control Laws. 20.1 To the Seller’s Knowledge, each Group Company has at all times during the last five (5) years preceding the Signing Date complied and complies with all applicable economic sanctions, trade embargoes, import and export controls, anti-boycott restrictions, customs and restrictive measures of the United States, the United Kingdom, the European Union, and the United Nations (“International Trade Laws”).
Sanctions and Export Control Laws. None of the Transferred Entities, the Parent or its other Subsidiaries, or any of their respective directors or officers, or to the Knowledge of Parent, any of their respective shareholders, Affiliates, employees, or agents is or has been, in the past five (5) years, a Sanctioned Person or a Restricted Person. None of the Transferred Entities or, solely with respect to the Business, the Parent or its other Subsidiaries has in the past five (5) years violated any Sanctions and Export Control Laws. The Transferred Entities and the Parent and its other Subsidiaries have in place written policies, and have implemented controls, and systems reasonably designed to ensure compliance with all applicable Sanctions and Export Control Laws, including screening and confirming that all customers, intermediaries and any other third parties (including their respective shareholders, directors and officers) connected to any ongoing business in Russia are not Sanctioned Persons. None of the Transferred Entities or, solely with respect to the Business, the Parent or its other Subsidiaries, have (i) made any voluntary, directed or involuntary disclosure to any Governmental Entity with respect to any alleged act or omission arising under or relating to any non-compliance with any Sanctions and Export Control Laws, (ii) been the subject of a past, current, pending or threatened investigation (including internal investigation), inquiry or enforcement proceeding for a violation of Sanctions and Export Control Laws, or (iii) received any notice of, request, penalty, citation for any actual or potential non-compliance with Sanctions and Export Control Law or otherwise identified any facts or information that would lead a reasonable person to suspect an actual or potential non-compliance with Sanctions and Export Control Law. None of the Transferred Entities design, produce, sell, or broker “defense articles” or “defense services,” as defined in the International Traffic in Arms Regulations, or are registered with the U.S. Department of State’s Directorate of Defense Trade Controls.
Sanctions and Export Control Laws. (a) No Company Group Member nor any of their respective directors, officers, nor, to the Company’s knowledge, employees or any of their respective agents is (i) a Restricted Person, or (ii) when acting in their capacity as such, engaged in currently or previously within the past five (5) years in any dealings or transactions with a Restricted Person or in any Sanctioned Country in violation of applicable Sanctions Laws.
Sanctions and Export Control Laws. (a) None of SPAC, Irish Holdco or Merger Sub nor any of their respective directors, officers, employees, or, to SPAC’s knowledge, agents (in each case acting in their capacity as such) is (i) a Restricted Person, (ii) engaged in currently or previously within the past five (5) years in any dealings or transactions with Restricted Person or in any Sanctioned Country in violation of applicable Sanctions Laws, or (iii) in violation of, or has violated during the five (5) years preceding the date of this Agreement, Sanctions Laws or Export Control Laws.
Sanctions and Export Control Laws. The Buyer shall indemnify the Seller and shall keep the Seller fully and effectively indemnified from and against all liabilities, losses, claims, damages costs and expenses suffered or incurred by the Seller as a result of any failure by the Buyer to comply with Sanctions and Export Laws.
Sanctions and Export Control Laws. Any law, regulation, or similar provision applicable to the Service and/or to either party relating to the adoption, application, implementation and enforcement of economic sanctions, export controls, trade embargoes or any other restrictive measures, including, but not limited to, those administered and enforced by the E.U., the United Kingdom, and the U.S., each of which shall be considered applicable to the Service.
