Export Control Laws Clause Samples

Export Control Laws. Except as would not be reasonably expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries has for the last five (5) years conducted its export and related transactions in compliance with (i) all applicable U.S. export, re-export, and anti-boycott controls, including the United States Export Administration Act and Export Administration Regulations, the Arms Export Control Act and International Traffic in Arms Regulations, and U.S. economic sanctions laws and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control and (ii) all other applicable import and export controls in other countries in which the Company and / or each of its Subsidiary conducts business. Without limiting the foregoing, except as would not reasonably be expected to have a Company Material Adverse Effect: (a) The Company and each of its Subsidiaries has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations and declarations from any Governmental Authority required in connection with (i) the export and re-export of products, services, software and technologies, and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”). (b) The Company and each of its Subsidiaries is in material compliance with the terms of all applicable Export Approvals. (c) As of the date hereof, there are no pending or, to the Company’s knowledge, threatened material claims against the Company or any of its Subsidiaries with respect to noncompliance with Export Approvals. (d) Section 4.26 of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries have at all times conducted their export transactions materially in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries have obtained, and are in material compliance with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the export and re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) There are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (c) To the Company’s Knowledge, as of the date hereof, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that have given rise to any material claims; and (d) No Export Approvals for the transfer of material export licenses to Parent or the Surviving Corporation are required.

Export Control Laws. Each Acquired Entity has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport control and trade sanction laws, including the United States Export Administration Act and Regulations and the Office of Foreign Assets Controls and trade sanctions regulations and (ii) all other applicable import/export control laws in other countries in which each Acquired Entity conducts business. Without limiting the foregoing: (a) Each Acquired Entity has obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity required for (i) the export, import and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) Each Acquired Entity is in compliance, in all material respects, with the terms of all applicable Export Approvals; (c) There are no pending or, to the Knowledge of the Acquired Entities and the Founders, threatened claims against any Acquired Entity with respect to such Export Approvals; (d) No Acquired Entity does business in, either directly or indirectly, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts or circumstances pertaining to any Acquired Entity’s export transactions that would constitute a reasonable basis for any future claims with respect to such Export Approvals; and (g) No Export Approvals for the transfer of export licenses to Parent, Buyer or any Acquired Entity are required, or such Export Approvals can be obtained expeditiously without material cost. (h) Section 2.23(h) of the Disclos...

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the export and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (d) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost.

Export Control Laws. The Services, Software, and Documentation delivered to You under this Agreement are subject to export control laws and regulations and may also be subject to import and export laws of the jurisdiction in which it was accessed, used, or obtained, if outside those jurisdictions. You shall abide by all applicable export control laws, rules, and regulations applicable to the Services, Software, and Documentation. You agree that You are not located in or are not under the control of or a resident of any country, person, or entity prohibited to receive the Services, Software, or Documentation due to export restrictions and that You will not export, re-export, transfer, or permit the use of the Services, Software, or Documentation, in whole or in part, to or in any of such countries or to any of such persons or entities.

Export Control Laws. The Licensee shall observe all applicable United States and foreign laws with respect to the transfer of Licensed Products and related technical data to foreign countries, including, without limitation, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations.

Export Control Laws. The Company has conducted its export transactions in accordance in all material respects with applicable provisions of United States export control laws and regulations, including but not limited to the Export Administration Act and implementing Export Administration Regulations.

Export Control Laws. The Subscription Service, the Professional Services and associated technical data are subject to U.S. export control laws and regulations, and may be subject to export or import laws and regulations in other countries. PROS authorizes use of the Subscription Service, Professional Services and associated technical data only with third party software and hardware obtained and used in compliance with export control laws and regulations. Each Party represents that it is not named on the U.S. Department of Treasury, Office of Foreign Asset Controls list of Specially Designated Nationals and Blocked Persons or on any other U.S. Government lists of denied or sanctioned parties. Each Party shall comply with applicable export control laws and regulations in providing and using the Subscription Service and Professional Services. Without limiting the foregoing, Customer will not permit Users to access and use the Subscription Service and Professional Services if they are: (i) located in a country that is subject to a U.S. government embargo; (ii) listed on any U.S. government list of prohibited or restricted parties; or (iii) otherwise in violation of any U.S. export law or regulation.

Export Control Laws. Each Member acknowledges that the Node Software is of U.S. origin and that the Node Software and all related technical information, documents, and materials are subject to U.S. and international import and export regulations, including export controls under the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the United States and other governments. Each Member must comply strictly with all United States and international export controls and shall not export, re-export, transfer or divert any of the Node Software or any direct product thereof, to any destination, end-use, or end user that is prohibited or restricted under any United States or international export control laws and regulations. Each Member must indemnify and hold Hedera and its contractors harmless from and against any claim, loss, liability or damage suffered or incurred by Hedera and its contractors resulting from or related to a such Member’s violation or breach of this paragraph.