Sanctions and Trade Compliance Sample Clauses

Sanctions and Trade Compliance. Except as would not, individually or in the aggregate, reasonably be expected to have a Vertical/Trigen Material Adverse Effect, each of the Vertical/Trigen Companies and their respective directors, officers, employees and, to the Knowledge of Vertical/Trigen, each of their respective agents, representatives and other persons acting for or on behalf of the Vertical/Trigen Companies, is and has at all times in the past two years been in compliance with the Laws implemented by OFAC. None of the Vertical/Trigen Companies or their respective directors, officers, employees or, to the Knowledge of Vertical/Trigen, agents, is a person with whom transactions are prohibited or limited under any economic sanctions Laws administered by OFAC, the United Nations Security Council, Her Majesty’s Treasury, the European Union or any member state thereof. Except to the extent permitted by applicable Law, none of the Vertical/Trigen Companies is a party to any Contract or has engaged in any transaction or other business during the last two years with (x) any country or region subject to comprehensive sanctions enforced by OFAC, including the government or any subdivision thereof, agents, representatives or residents thereof, or any entity organized under the Laws of or operating from such country or region, or (y) any person that is included, at the time of the relevant transaction, in the List of Specially Designated Nationals and Blocked Persons or any other sanctions list published by the United States Department of the Treasury, Department of State, or Department of Commerce, or any entity that is owned, directly or indirectly, fifty percent (50%) or more by one or more such persons.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Sanctions and Trade Compliance. (a) None of Seller or its Affiliates with respect to the Company Business, nor to the Knowledge of the Company, their respective directors, officers, employees, agents or any other Person acting on their behalf with respect to the Company Business, has in the past five (5) years, in violation of Trade Laws, engaged in any business in, or provided, sold to, or otherwise transferred or imported any products, software, technology, or services, directly or indirectly, to or from Cuba, Iran, North Korea, Syria, the Crimea Region of Ukraine or any other country or region subject to comprehensive or partial United States sanctions or any instrumentality, agent, entity, or individual acting on behalf of, or directly or indirectly owned or controlled by, any Governmental Entity of such countries or regions. (b) None of Seller or its Affiliates with respect to the Company Business, nor to the Knowledge of the Company, their respective owners, directors, officers, employees, agents, or any other Person acting on their behalf with respect to the Company Business: (i) is a national or resident of Cuba, Iran, North Korea, Syria, the Crimea Region of Ukraine, or any other country or region subject to comprehensive United States sanctions; (ii) appears on or is majority owned by a Person that appears on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC or any other applicable list of sanctioned, embargoed, blocked, criminal, or debarred persons maintained by any United States or Governmental Entity, the European Union or the United Nations; or (iii) is otherwise the subject of any sanctions, suspensions, embargoes or debarment by the United States government, the European Union or the United Nations. (c) The Company Business has implemented and maintains policies, procedures, internal controls, and compliance programs reasonably designed to ensure compliance with Trade Laws. (d) None of Seller or its Affiliates with respect to the Company Business or to the Knowledge of the Company, their respective owners, directors, officers, employees, agents, or any other Person acting on their behalf with respect to the Company Business: (i) is or has in the past five (5) years been the subject of any past, present or threatened Action, or has undertaken any internal investigation regarding an actual or alleged violation of any Trade Law; (ii) is reasonably expected to become the subject of any Action in relation to a violation of any Trade Law or (iii...
Sample 1
Sanctions and Trade Compliance. None of Contractor, its subsidiaries or affiliates will enter into any agreement, transaction or dealing in violation of, or in a manner that could expose United, its subsidiaries or affiliates to Losses under applicable Law, including any Sanctions, in connection with Contractor’s dealings, flights, shipments, and services related to Cuba that are supported by Contractor. This includes an undertaking not to carry out any export, transfer or transmission of goods, services, software, technical data or technology in violation of any Sanctions. Contractor represents that it has obtained all licenses, authorizations and approvals required under applicable Law required to carry out its business operations relating to Cuba including its exports, transfers and transmissions of export-controlled goods, services, technology, technical data or software, and is in full compliance with the terms, limitations, provisos and other requirements set forth in or imposed in connection with all such licenses, authorizations and approvals.
Sample 1

Related to Sanctions and Trade Compliance

  • Trade Compliance Each Party shall comply with all applicable export control and economic sanctions laws and regulations, in the performance of this Purchase Order, including the use and transfer of any Products or Services subject to this Purchase Order.

  • Global Trade compliance Products and services provided under these terms are for Customer’s internal use and not for further commercialization. If Customer exports, imports or otherwise transfers products and/or deliverables provided under these terms, Customer will be responsible for complying with applicable laws and regulations and for obtaining any required export or import authorizations. HP may suspend its performance under this Agreement to the extent required by laws applicable to either party.

  • Code Compliance Each of the Company Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Company Properties), except for such failures to comply that would not, in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has knowledge of any pending or threatened condemnation proceeding, zoning change or other proceeding or action that would reasonably be expected to have a Material Adverse Effect.

  • Sanctions for Non-compliance In the event of the CONSULTANT’s non-compliance with the non-discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of the AGREEMENT, in whole or in part.

  • Anti-Corruption Compliance (a) Neither the Company nor its Subsidiaries, nor to the knowledge of the Company, any of their directors or officers, any of the Company or its Subsidiaries’ respective, employees, agents, Representatives or other Persons acting for or on behalf of the Company or any of its Subsidiaries has, in the past four (4) years: (i) made any bribe, influence payment, kickback, payoff, benefits or any other type of payment (whether tangible or intangible) that would be unlawful under any applicable anti-bribery or anticorruption (governmental or commercial) laws (including, for the avoidance of doubt, any guiding, detailing or implementing regulations), including Laws that prohibit the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any Government Official or commercial entity to obtain a business advantage such as Anti-Bribery Laws; (ii) been in violation of any Anti-Bribery Law, offered, paid, promised to pay, or authorized any payment or transfer of anything of value, directly or indirectly, to any person for the purpose of (A) influencing any act or decision of any Government Official in his official capacity, (B) inducing a Government Official to do or omit to do any act in relation to his lawful duty, (C) securing any improper advantage, (D) inducing a Government Official to influence or affect any act, decision or omission of any Governmental Authority, or (E) assisting the Company or any of its Subsidiaries, or any agent or any other Person acting for or on behalf of the Company or any of its Subsidiaries, in obtaining or retaining business for or with, or in directing business to, any Person; or (iii) accepted or received any contributions, payments, gifts, or expenditures that would be unlawful under any Anti-Bribery Law. (b) Each of the Company and its Subsidiaries has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material respects with the Anti-Bribery Laws. (c) As of the date hereof, to the knowledge of the Company, there are no current or pending internal investigations, or third-party investigations (including by any Governmental Authority), or internal or external audits, that address any material allegations or information concerning possible material violations of the Anti-Bribery Laws related to the Company or any of the Company’s Subsidiaries.

  • Anti-Money Laundering/International Trade Law Compliance No Covered Entity is a Sanctioned Person. No Covered Entity, either in its own right or through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.

  • Anti-Bribery Compliance The Parties hereby acknowledge the importance of combating and preventing bribery and to that end both Parties agree to comply fully with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption.

  • Sanctions for Noncompliance In the event of a contractor’s noncompliance with the Non- discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the contractor under the contract until the contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part.

  • Strict Compliance Funds or credit balances held by Securities Intermediary in the Reserve Account shall not be (i) invested or reinvested, (ii) sold or redeemed, or (iii) transferred from the Reserve Account, in either case except as provided in this Section 4.

  • OSHA Compliance To the extent applicable to the services to be performed under this Agreement, Contractor represents and warrants, that all articles and services furnished under this Agreement meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law 91-596) and its regulations in effect or proposed as of the date of this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!