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
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”).
(b) Without limiting the foregoing: (i) each of the Company and its Subsidiaries has obtained all 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 and re-export of products, 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 of the Company and it...
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. 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. 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.
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.
(b) No Company Group Member nor any of their respective directors, officers, nor, to the Company’s knowledge, employees or any of their respective agents (in each case in their capacity as such), is in violation of, or has violated during the five (5) years preceding the date of this Agreement, Sanctions Laws or Export Control Laws, in any material respect.
(c) No Company Group Member, nor to the Company’s knowledge, any of their respective directors, officers, employees or agents (in each case in their capacity as such):
(i) is or has been during the five (5) years preceding the date of this Agreement the subject of any action, suit, claim, proceeding, prosecution, settlement, formal notice, or governmental investigation with respect to Sanctions Laws or Export Control Laws; or
(ii) made during the five (5) years preceding the date of this Agreement a voluntary, directed, or involuntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any alleged noncompliance with Sanctions Laws or Export Control Laws.
(d) Any provision of this Section 4.18 shall not apply to any person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom).
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.
(b) 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) (i) is or has been during the five (5) years preceding the date of this Agreement subject to any action, suit, claim, proceeding, prosecution, settlement, formal or informal notice, or investigation with respect to Sanctions Laws or Export Control Laws or (ii) made during the five (5) years preceding the date of this Agreement a voluntary, directed, or involuntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any alleged noncompliance with Sanctions Laws or Export Control Laws.
(c) Any provision of this Section 5.19 shall not apply to any person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom).
Sanctions and Export Control Laws. No Credit Party, nor any Affiliate of any Credit Party, or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a “Blocked Person”):
(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;
(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;
(iii) a Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;
(v) a Person or entity that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list;
(vi) a Canadian Blocked Person; or
(vii) a person or entity who is affiliated or associated with a person or entity listed above. No Credit Party nor to the knowledge of any Credit Party, any of its agents acting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or Canadian Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224 or Canadian Economic Sanctions and Export Control Laws. Notwithstanding the foregoing, the representations given in this Section 7.26 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) in so far as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar law.
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”).
20.2 To the Seller’s Knowledge, no Group Company has conducted or engaged during the last five (5) years preceding the Signing Date, nor conducts or engages, in any activities, sales, purchases, transactions, business, dealings or deliveries in or with or from or to, any territory or person subject to sanctions pursuant to International Trade Laws, in each case directly or, to the Seller’s Knowledge, indirectly through any party, including any of its Affiliates or its or their directors, officers, employees agents or other persons acting on its or their behalf.
20.3 To the Seller’s Knowledge, the Group has established and implemented, and each maintains, effective policies and procedures that ensure compliance by each Group Company with International Trade Laws.
Sanctions and Export Control Laws. Since January 1, 2020:
(a) Neither the Company nor any of its Subsidiaries, directors, officers, employees or agents is or has been, a Sanctioned Person or a Restricted Person.
(b) Neither the Company nor any of its Subsidiaries has materially violated any Sanctions and Export Control Laws.
(c) The Company and its Subsidiaries have in place written policies, controls, and systems reasonably designed to ensure material compliance with applicable Sanctions and Export Control Laws.
(d) Neither the Company nor any of its Subsidiaries has (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 material non-compliance with any Sanctions and Export Control Laws, (ii) to the knowledge of the Company, been the subject of an investigation, inquiry or enforcement proceeding for a material violation of Sanctions and Export Control Laws, or (iii) received any notice, request, penalty or citation for any actual or potential material non-compliance with Sanctions and Export Control Laws.
