Trade Control Laws Sample Clauses
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Trade Control Laws. The Parties shall comply with all applicable economic sanctions and export control laws in the performance of this Agreement, including without limitation the sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) (collectively “Trade Control Laws”). Licensee represents that neither Licensee nor, to the knowledge of Licensee, any director, officer, employee, or agent of Licensee, is an individual or entity (“Person”) that is, or is fifty percent (50%) or more owned or controlled by Persons that are: (a) the target of any sanctions administered or enforced by the U.S. Government, including by OFAC, or by the governments of Switzerland, the EU, or the United Kingdom (“Sanctions”) or listed on any denied party lists maintained by OFAC, BIS or on the European Union’s Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or (b) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions (including, without limitation, Cuba, Iran, North Korea, Crimea, Venezuela, and Syria) ((a) and (b) collectively, “Sanctions Targets”). Licensee further warrants that in relation to this Agreement it will not, directly or indirectly, use, transfer, sell, donate, lend, contribute or otherwise make available any rights (including intellectual property rights) or Know-How, or the Compound, Product, or Licensed Product, to any Sanctions Target, nor to any Person to engage in any activities or business of or with any Sanctions Target or in any country or territory, that, at the time of such transfer or other transaction, is, or whose government is, the target of Sanctions (including, for the avoidance of doubt, any country listed in Appendix 3) without prior written approval from MPP and Pfizer. Licensee covenants that it shall notify MPP and Pfizer in writing immediately if any of the preceding representations and warranties becomes incorrect during the term of this Agreement. In case of an inaccuracy or breach in the representations, warranties or covenants in this Section 8.4 during the term of this Agreement, MPP shall be entitled to terminate this Agreement immediately and without penalty to MPP. Notwithstanding anything to the contrary in this Agreement, including Appendix 3, the Parties acknowledge th...
Trade Control Laws. Supplier will fully comply in relation to the transactions hereunder with all applicable export control, economic sanctions laws and anti-boycott regulations of the United States of America and other governments, including but not limited to the U.S. Export Administration Regulations (Title 15 of the U.S. Code of Federal Regulations Part 730 et seq.) and the economic sanctions rules and regulations implemented under statutory authority and/or President’s Executive Orders and administered by the U.S. Treasury Department’s Office of Foreign Assets Control (Title 31 of the U.S. Code of Federal Regulations Part 500 et seq.).
Trade Control Laws. (a) Each Party will fully comply with all applicable export control, economic sanctions laws and anti-boycott regulations of the United States of America and other governments, including but not limited to the U.S. Export Administration Regulations (Title 15 of the U.S. Code of Federal Regulations Part 730 et seq.) and the economic sanctions rules and regulations implemented under statutory authority and/or President's Executive Orders and administered by the U.S. Treasury Department's Office of Foreign Assets Control (Title 31 of the U.S. Code of Federal Regulations Part 500 et seq.) (collectively, "Trade Control Laws").
(b) Each Party acknowledges and confirms that Trade Control Laws apply to its activities, its employees and Affiliates under this Agreement. ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
(c) No API Compound or Licensed Product will be directly or indirectly shipped by the other Party to any country subject to U.S. or U.N. economic sanctions without the necessary licenses, even for transfer to non-sanctioned countries.
(d) Neither Party shall be required by the terms of this Agreement to be directly or indirectly involved in the provision of goods, services and/or technical data that may be prohibited by applicable Trade Control Laws if performed by such Party.
(e) Each Party hereby represents and warrants that it is not included on any of the restricted Party lists maintained by the U.S. Government, including, but not limited to, the Specially Designated Nationals List administered by the U.S. Treasury Department's Office of Foreign Assets Control; the Denied Persons List, Unverified List or Entity List maintained by the U.S. Commerce Department's Bureau of Industry and Security; or the List of Statutorily Debarred Parties maintained by the U.S. State Department's Directorate of Defense Trade Controls.
(f) Each Party shall commit to maintaining awareness of the importance of Trade Control Laws throughout its organization. Each Party shall take such actions as are necessary and reasonable to prevent API Compound and Licensed Product from being exported or re-exported to any country, entity and/or individual subject to U.S. trade sanctions, unless prior approval of the other Party, and relevant permission and/or license from the U.S. government has been obtained.
(g) Each Party will keep accurate and consistent records of al...
Trade Control Laws. The Parties shall comply with all applicable economic sanctions and export control laws in the performance of this Agreement, including without limitation the sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and the Export DocuSign Envelope ID: E389DDA3-3EA0-4C1B-801D-93CD35BC54C2 Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) (collectively “Trade Control Laws”). Licensee represents that neither Licensee nor, to the knowledge of Licensee, any director, officer, employee, or agent of Licensee, is an individual or entity (“Person”) that is, or is fifty percent (50%) or more owned or controlled by Persons that are: (a) the target of any sanctions administered or enforced by the U.S. Government, including by OFAC, or by the governments of Switzerland, the EU, or the United Kingdom (“Sanctions”) or listed on any denied party lists maintained by OFAC, BIS or on the European Union’s Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or (b) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions (including, without limitation, Cuba, Iran, North Korea, Crimea, Venezuela, and Syria) ((a) and (b) collectively, “Sanctions Targets”). Licensee further warrants that in relation to this Agreement it will not, directly or indirectly, use, transfer, sell, donate, lend, contribute or otherwise make available any rights (including intellectual property rights) or Know-How, or the Compound, Product, or Licensed Product, to any Sanctions Target, nor to any Person to engage in any activities or business of or with any Sanctions Target or in any country or territory, that, at the time of such transfer or other transaction, is, or whose government is, the target of Sanctions (including, for the avoidance of doubt, any country listed in Appendix 3) without prior written approval from MPP and Pfizer. Licensee covenants that it shall notify MPP and Pfizer in writing immediately if any of the preceding representations and warranties becomes incorrect during the term of this Agreement. In case of an inaccuracy or breach in the representations, warranties or covenants in this Section 8.4 during the term of this Agreement, MPP shall be entitled to terminate this Agreement immediately and without penalty to MPP. Notwithstanding anything to the contrary in this ...
Trade Control Laws. Since January 1, 2022, Parent and its Subsidiaries have been in material compliance with all applicable Trade Laws and have obtained, or are otherwise qualified to rely upon, all material Trade Approvals. There are no pending or threatened claims against the Parent or its Subsidiaries, nor any actions, conditions, facts or circumstances that would reasonably be expected to give rise to any material future claims with respect to the Trade Laws or Trade Approvals.
Trade Control Laws. (a) Each Acquired Company has conducted its export transactions within the past five years in accordance with (a) applicable provisions of export controls, the Israeli Ministry of Economy List of Source Items and Dual Use Items and all other applicable import/export controls in other countries in which such Acquired Company conducts business including.
(b) Without limiting the foregoing to the knowledge of the Company: (i) each Acquired Company has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, Orders, authorizations, registrations, declarations and filings with any Governmental Body required for (A) the export, import and re-export of products, services, software and technologies and has assigned the appropriate export and import classifications to all products, in each case as required for its exports, reexports and imports of products, software and technologies, and (B) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Trade Authorizations”), (ii) each Acquired Company is in compliance with the terms of all applicable Trade Authorizations, (iii) there are no pending or, to the knowledge of the Company, threatened claims against any Acquired Company with respect to such Trade Authorizations, (iv) there are no actions, conditions or circumstances pertaining to any Acquired Company’s export transactions that would reasonably be expected to give rise to any future claims and (v) no consents or approvals for the transfer of Trade Authorizations to the Parent are required, except for such consents and approvals that can be obtained expeditiously without material cost, in each case as it relates to United States and foreign. The Company has made available to the Parent all correspondence with any Governmental Body with respect to the export control classification of any product.
(c) The Company does not use or develop, or engage in, encryption technology, technology with military applications, or other technology, the development, commercialization or export of which is restricted under Applicable Law, and no business of the Company requires the Company to obtain a license from the Israeli Ministry of Defense or an authorized body thereof pursuant to Section 2(a) of the Control of Products and Services Declaration (Engagement in Encryption), 1974, as amended or Control of Products and Services Order (Use of Encryption ), 1998, as amend...
Trade Control Laws all export control and sanctions laws and regulations of the United Kingdom, the European Union, the United States and the country in which Client Uses the AVEVA Services.
Trade Control Laws. Since April 24, 2019, the Company and its Subsidiaries have been in material compliance with all applicable import, export control, and economic and trade sanctions laws, regulations, statutes, and orders, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (the “Trade Laws”) and have obtained, or are otherwise qualified to rely upon, all material import and export licenses, consents, notices, waivers, approvals, orders, authorizations, registrations, declarations or other authorizations from, and made any filings with, any Governmental Entity required for (a) the import, export, and reexport of products, services, software and technologies and (b) releases of technologies and software to foreign nationals (the “Trade Approvals”). There are no pending or threatened claims against the Company or its Subsidiaries, nor any actions, conditions, facts, or circumstances that would reasonably be expected to give rise to any material future claims with respect to the Trade Laws or Trade Approvals.
Trade Control Laws. In connection with the performance of their respective obligations under this Agreement, both Purchaser and Seller shall comply with all restrictions, requirements or controls imposed under applicable Law on the import, export or transfer of any product, and/or any ingredients or components thereof, including any economic sanction and export control related there to, including, without limitation, obtaining all licenses, approvals or consents that are required prior to the import, export or transfer of any products, and/or any ingredients or components thereof, or any technical information related thereto.
Trade Control Laws. Except as set forth on Schedule 4.26, to the Knowledge of the Company, (a) each Acquired Company is in compliance in all material respects with all applicable statutory and regulatory requirements to the extent applicable to its operations related to export controls, economic sanctions, and trade embargoes (collectively, the “U.S. and Foreign Trade Control Laws”); and (b) no investigation, audit or proceeding with respect to any alleged material non-compliance with U.S. and Foreign Trade Control Laws is pending or threatened.