Common use of Trade Compliance Matters Clause in Contracts

Trade Compliance Matters. (a) To the Knowledge of the Seller, neither Seller nor any Affiliate of Seller, nor any director, officer, agent, employee or other Person acting on behalf of any or all of them, has with respect to the Business, in the course of its actions for, or on behalf of, the Business: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity of for any illegal payments or undeserved benefits to the benefit of a Person, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. (b) To the Knowledge of the Seller, the operations of the Seller and its Affiliates with respect to the Business are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued administered or enforced by any Governmental Body (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Body or any arbitrator involving the Business with respect to the Money Laundering Laws is pending or, to the Knowledge of Seller, threatened. (c) To the Knowledge of the Seller, Seller and its Affiliates’ operation of the Business is in compliance, in all material respects, with applicable requirements, if any, of the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto. (d) To the Knowledge of the Seller: (i) the Seller and its Affiliates, with respect to the Business, conduct, and have at all times since January 1, 2009 conducted, its export and re-export transactions in all material respects in accordance with all applicable U.S. export and re-export controls, including the United States Export Administration Act and Export Administration Regulations, the Arms Export Control Act and International Traffic in Arms Regulations and all regulations promulgated and administered by the Treasury Department’s Office of Foreign Assets Control (collectively “U.S. Export Controls”), respectively and related or similar Legal Requirements issued, administered or enforced in other jurisdictions applicable to the Business; (ii) since January 1, 2009, the Seller and its Affiliates have not received any written notification or communication from any Governmental Body asserting that the Seller or any Affiliate is not, with respect to the Business, in compliance, in any material respect, with any U.S. Export Controls, nor has Seller or any Affiliate of Seller submitted any voluntary self-disclosure to any Governmental Body regarding any actual or potential violation of any U.S. Export Controls, or any similar Legal Requirements or guidelines issued, administered or enforced in the jurisdictions concerned by the Business; (iii) the Seller and its Affiliates possess or have applied for all Permits from Governmental Bodies which are required under U.S. Export Controls (or similar Legal Requirements or guidelines issued, administered or enforced in the jurisdictions concerned by the Business) in order for the Seller and the Affiliates to conduct the Business as presently conducted. To the Knowledge of Seller, (i) all such issued Permits are valid and in full force and effect and (ii) there is no formal proceeding pending of a, nor has the Seller or any Affiliate of the Seller received a written notice from any, Governmental Body seeking or threatening to, modify, suspend, revoke, withdraw, terminate or otherwise limit any such Permit; and (iv) neither the Seller nor any Affiliate of Seller that owns Transferred Assets (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of Section 2 of such executive order or (iii) is a Person on the list of Specially Designated Nationals and Blocked Persons.

Trade Compliance Matters. (a) To the Knowledge of the Seller, neither Seller nor any Affiliate of Seller, nor any director, officer, agent, employee or other Person acting on behalf of any or all of them, has with respect to the Business, in the course of its actions for, or on behalf of, the Business: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity of for any illegal payments or undeserved benefits to the benefit of a Person, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or The Company is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. (b) To the Knowledge of the Seller, the operations of the Seller and its Affiliates with respect to the Business are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued administered or enforced by any Governmental Body (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Body or any arbitrator involving the Business with respect to the Money Laundering Laws is pending or, to the Knowledge of Seller, threatened. (c) To the Knowledge of the Seller, Seller and its Affiliates’ operation of the Business is in compliance, in all material respects, respects with all applicable requirements, if any, of the Trading with the Enemy Act, as amended, export control and each of the foreign assets control economic sanctions laws and regulations of the United States Treasury Department (31 CFRand other countries, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto. (d) To the Knowledge of the Seller: (i) the Seller and its Affiliates, with respect including but not limited to the BusinessU.S. Export Administration Regulations (“EAR”) (15 C.F.R. 730 et seq.), conductthe EAR’s rules on Restrictive Trade Practices or Boycotts (15 C.F.R. Part 760, the so-called “Anti-boycott Regulations”), and have at all times since January 1, 2009 conducted, its export the economic sanctions rules and re-export transactions in all material respects in accordance with all applicable U.S. export and re-export controls, including the United States Export Administration Act and Export Administration Regulations, the Arms Export Control Act and International Traffic in Arms Regulations and all regulations promulgated implemented under statutory authority and/or Presidential Executive Orders and administered by the U.S. Treasury Department’s Office of Foreign Assets Control (collectively 31 C.F.R. Part 500 et seq.; collectively, the “U.S. Export ControlsOFAC Regulations”). (b) The Company has not, respectively and related directly or similar Legal Requirements issuedindirectly, administered exported, re-exported, sold or enforced in other jurisdictions applicable otherwise transferred any goods, software, or technology subject to the Business; EAR in violation of the EAR or any OFAC Regulations. In the five (ii5) since January 1, 2009year period immediately preceding the date of this Agreement, the Seller and its Affiliates Company has not been a party to or a beneficiary under any contract under which goods have been sold or services provided, directly or indirectly, to customers in countries subject to sanctions under the OFAC Regulations without the proper license or other authorization from the U.S. Government. In addition, the Company has not received any written notification or communication from any Governmental Body asserting that the Seller or any Affiliate is not, with respect to the Business, in compliance, engaged in any material respectother transactions, or otherwise dealt, with any Person or entity with whom U.S. Export Controlspersons are prohibited from dealing under the EAR or the OFAC Regulations, nor has Seller or any Affiliate of Seller submitted any voluntary self-disclosure including but not limited to any Governmental Body regarding any actual person or potential violation of any U.S. Export Controls, or any similar Legal Requirements or guidelines issued, administered or enforced in the jurisdictions concerned entity designated by the Business; (iii) the Seller and its Affiliates possess or have applied for all Permits from Governmental Bodies which are required under U.S. Export Controls (or similar Legal Requirements or guidelines issued, administered or enforced in the jurisdictions concerned by the Business) in order for the Seller and the Affiliates to conduct the Business as presently conducted. To the Knowledge of Seller, (i) all such issued Permits are valid and in full force and effect and (ii) there is no formal proceeding pending of a, nor has the Seller or any Affiliate of the Seller received a written notice from any, Governmental Body seeking or threatening to, modify, suspend, revoke, withdraw, terminate or otherwise limit any such Permit; and (iv) neither the Seller nor any Affiliate of Seller that owns Transferred Assets (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of Section 2 of such executive order or (iii) is a Person OFAC on the list of Specially Designated Nationals and Blocked Persons. (c) There has been and is no charge, proceeding or, to the Knowledge of Seller, investigation by any Governmental Authority with respect to a violation of any applicable U.S. or non-U.S. export, import control or economic sanctions Laws and Regulations including the EAR and the OFAC Regulations that is now pending or, to the Knowledge of Seller, has been asserted or threatened with respect to the Company. (d) Except as set forth in Section 4.25(d) of the Seller Disclosure Schedule, the Company is in compliance in all material respects with all applicable U.S. and non-U.S. customs Laws and Regulations, including any export or import declaration filing, payment of customs duties, compliance with import quotas, import registration or any other similar requirements related to the exportation or importation of goods or services by the Company. As of the date of this Agreement, Section 4.25(d) of the Seller Disclosure Schedule lists each special import or export program in which the Company participates, including any temporary importation, bonded warehouse, expedited customs clearance or processing, drawback or similar program entitling the Company to customs or Tax benefits related to the importation or exportation of its goods or services. The Company is in compliance in all material respects with all requirements imposed under any such programs. Except as set forth in Section 4.25(d) of the Seller Disclosure Schedule, there is no charge, proceeding or, to the Knowledge of Seller, investigation by any Governmental Authority with respect to a material violation of any applicable U.S. or non-U.S. customs Laws or Regulations that is now pending or, to the Knowledge of Seller, threatened with respect to the Company. (e) Neither the Company nor its representatives nor any person acting for, or on behalf of the Company, has paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value to any Government Official or to any person, in each case, under the circumstances where the Company, its representative or such person knew or reasonably ought to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to a Government Official: (i) for the purpose of (a) influencing any act or decision of a Government Official in their official capacity; (b) inducing a Government Official to do or omit to do any act in violation of their lawful duties; (c) securing any improper advantage; (d) inducing a Government Official to influence or affect any act or decision of any Governmental Authority, any company, business, enterprise or other entity owned, in whole or part, or controlled by an Governmental Authority, or any political party; or (e) assisting the Company or its representative or any person acting on behalf of the Company in obtaining or retaining business for or with, or directing business to, the Company, its representative or such person; and (ii) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage in violation of an anticorruption Laws and Regulations.

Trade Compliance Matters. (a) To the Knowledge of the Seller, neither Seller nor any Affiliate of Seller, nor the Company, nor any director, officer, agent, employee or other Person acting on behalf of any or all of them, has with respect to the Business, in the course of its actions for, or on behalf of, the Business: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity of for any illegal payments or undeserved benefits to the benefit of a Person, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. (b) To the Knowledge of the Seller, the operations of the Seller and its Affiliates and the Company with respect to the Business are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued administered or enforced by any Governmental Body (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Body or any arbitrator involving the Business with respect to the Money Laundering Laws is pending or, to the Knowledge of Seller, threatened. (c) To the Knowledge of the Seller, Seller and its Affiliates’ and the Company’s operation of the Business is in compliance, in all material respects, with applicable requirements, if any, of the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto. (d) To the Knowledge of the Seller: (i) the Seller and its AffiliatesAffiliates and the Company, with respect to the Business, conduct, and have at all times since January 1, 2009 conducted, its export and re-export transactions in all material respects in accordance with all applicable U.S. export and re-export controls, including the United States Export Administration Act and Export Administration Regulations, the Arms Export Control Act and International Traffic in Arms Regulations and all regulations promulgated and administered by the Treasury Department’s Office of Foreign Assets Control (collectively “U.S. Export Controls”), respectively and related or similar Legal Requirements issued, administered or enforced in other jurisdictions applicable to the Business; (ii) since January 1, 2009, the Seller and its Affiliates and the Company have not received any written notification or communication from any Governmental Body asserting that the Seller or any Affiliate is not, with respect to the Business, in compliance, in any material respect, with any U.S. Export Controls, nor has Seller or any Affiliate of Seller or the Company submitted any voluntary self-disclosure to any Governmental Body regarding any actual or potential violation of any U.S. Export Controls, or any similar Legal Requirements or guidelines issued, administered or enforced in the jurisdictions concerned by the Business; (iii) the Seller and its Affiliates and the Company possess or have applied for all Permits from Governmental Bodies which are required under U.S. Export Controls (or similar Legal Requirements or guidelines issued, administered or enforced in the jurisdictions concerned by the Business) in order for the Seller and the Affiliates and the Company to conduct the Business as presently conducted. To the Knowledge of Seller, (i) all such issued Permits are valid and in full force and effect and (ii) there is no formal proceeding pending of a, nor has the Seller or any Affiliate of the Seller or the Company received a written notice from any, Governmental Body seeking or threatening to, modify, suspend, revoke, withdraw, terminate or otherwise limit any such Permit; and (iv) neither the Seller Seller, the Company nor any Affiliate of Seller that owns Transferred Assets (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of Section 2 of such executive order or (iii) is a Person on the list of Specially Designated Nationals and Blocked Persons.

Trade Compliance Matters. (a) To the Knowledge of the Seller’s Knowledge, neither Seller nor any Affiliate of Seller, nor any director, officer, agent, employee or other Person acting on behalf of any or all of them, has with respect to the Businesshas, in the course of its actions for, or on behalf of, the Business: , (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity of for any illegal payments or undeserved benefits to the benefit of a Personactivity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. (b) To the Knowledge of the Seller’s Knowledge, the operations of the Seller and its Affiliates with in respect to of the Business are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued administered or enforced by any Governmental Body Authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Body Authority or any arbitrator involving the Business with respect to the Money Laundering Laws is pending or, to the Knowledge of Seller’s Knowledge, threatened. (c) To the Knowledge of the Seller’s Knowledge, Seller and its Affiliates’ Seller’s operation of the Business is in compliance, in all material respects, with applicable requirements, if any, requirements of the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto; and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001). (d) To the Knowledge Except as set forth in Section 3.20(d) of the Disclosure Schedules, to Seller’s Knowledge: (i) the Seller and its AffiliatesSeller, with respect to the Business, conductconducts, and have has at all times since January 1, 2009 conducted, its export and re-export transactions in all material respects in accordance with all applicable U.S. export and re-export controls, including the United States Export Administration Act and Export Administration Regulations, the Arms Export Control Act and International Traffic in Arms Regulations and all regulations promulgated and administered by the Treasury Department’s Office of Foreign Assets Control (collectively “U.S. Export Controls”), respectively and related or similar Legal Requirements issued, administered or enforced in other jurisdictions applicable to the Business; (ii) since January 1, 2009, the Seller and its Affiliates have has not received any written notification or communication (or, to the Knowledge of the Seller, any oral notification or communication) from any Governmental Body Authority asserting that the Seller or any Affiliate is not, with respect to the Business, in compliance, in any material respect, with any U.S. Export Controls, nor has Seller or any Affiliate of Seller submitted any voluntary self-disclosure to any Governmental Body Authority regarding any actual or potential violation of any U.S. Export Controls, or any similar Legal Requirements or guidelines issued, administered or enforced in the jurisdictions concerned by the Business; (iii) the Seller and its Affiliates possess possesses or have has applied for all Permits from Governmental Bodies Authorities which are required under U.S. Export Controls (or similar Legal Requirements or guidelines issued, administered or enforced in the jurisdictions concerned by the Business) in order for the Seller and the Affiliates to conduct the Business as presently conducted. To the Knowledge of Seller’s Knowledge, (i) all such issued Permits are valid and in full force and effect and (ii) there is no formal proceeding pending of a, nor has the Seller or any Affiliate of the Seller received a written notice from any, Governmental Body Authority seeking or threatening to, modify, suspend, revoke, withdraw, terminate or otherwise limit any such Permit; and (iv) neither the Seller nor any Affiliate of Seller that owns Transferred Assets (i) is not a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of Section 2 of such executive order or (iii) is a Person on the list of Specially Designated Nationals and Blocked Persons.