Common use of Export Controls and Sanctions Clause in Contracts

Export Controls and Sanctions. (a) Neither (i) Rowan, any of its Subsidiaries, or any employee, officer, or director of Rowan or any of its Subsidiaries nor (ii) to Rowan’s knowledge, any Representative of any of the foregoing, (A) is currently or has been within the past five years the target of Trade Sanctions (including by being designated on the list of Specially Designated Nationals and Blocked Persons or on any other sanctions list maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury or direct or indirect ownership or control by one or more designated parties), or is or has been within the past five years operating, organized or resident in a country or territory that itself is the target of Trade Sanctions (currently, Crimea, Cuba, Iran, North Korea and Syria); or (B) has, directly or, to the knowledge of Rowan, indirectly, participated in the past five years in any prohibited or unlawful transaction or dealing involving a person or entity that is the target of Trade Sanctions, or with any person or entity operating, organized, or resident in a country or territory that is the target of Trade Sanctions. (b) In the past five years, each of Rowan, Rowan’s Subsidiaries and, to Rowan’s knowledge, their respective affiliates (i) has conducted its business in compliance with all applicable Trade Sanctions and Export Control Laws in all material respects; (ii) have obtained, and are in compliance in all material respects with, all required export and import licenses, license exceptions and other consents, notices, approvals, orders, permits, authorizations, declarations, classifications and filings with any Governmental Entity required for the import, export and re-export of products, software and technology; and (iii) has maintained and enforces policies and procedures that are reasonably designed to ensure, and that are reasonably expected to continue to ensure, continued compliance therewith.

Appears in 3 contracts

Sources: Transaction Agreement, Transaction Agreement (Ensco PLC), Transaction Agreement (Rowan Companies PLC)

Export Controls and Sanctions. (a) Neither (i) RowanEnsco, any of its Subsidiaries, or any employee, officer, or director of Rowan Ensco or any of its Subsidiaries nor (ii) to RowanEnsco’s knowledge, any Representative of any of the foregoing, (A) is currently or has been within the past five years the target of Trade Sanctions (including by being designated on the list of Specially Designated Nationals and Blocked Persons or on any other sanctions list maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury or direct or indirect ownership or control by one or more designated parties), or is or has been within the past five years operating, organized or resident in a country or territory that itself is the target of Trade Sanctions (currently, Crimea, Cuba, Iran, North Korea and Syria); or (B) has, directly or, to the knowledge of RowanEnsco, indirectly, participated in the past five years in any prohibited or unlawful transaction or dealing involving a person or entity that is the target of Trade Sanctions, or with any person or entity operating, organized, or resident in a country or territory that is the target of Trade Sanctions. (b) In the past five years, each of RowanEnsco, RowanEnsco’s Subsidiaries and, to RowanEnsco’s knowledge, their respective affiliates (i) has conducted its business in compliance with all applicable Trade Sanctions and Export Control Laws in all material respects; (ii) have obtained, and are in compliance in all material respects with, all required export and import licenses, license exceptions and other consents, notices, approvals, orders, permits, authorizations, declarations, classifications and filings with any Governmental Entity required for the import, export and re-export of products, software and technology; and (iii) has maintained and enforces policies and procedures that are reasonably designed to ensure, and that are reasonably expected to continue to ensure, continued compliance therewith.

Appears in 3 contracts

Sources: Transaction Agreement, Transaction Agreement (Ensco PLC), Transaction Agreement (Rowan Companies PLC)

Export Controls and Sanctions. (a) Neither (i) RowanBuyer, any of its Subsidiaries, or any employee, officer, or director of Rowan or Buyer, nor to Buyer’s knowledge, any of its Subsidiaries nor (ii) to Rowan’s knowledge, any Representative of any of the foregoing, (A) is currently or has been within the past five two years the target of Trade Sanctions (including by being designated on the list of Specially Designated Nationals and Blocked Persons or on any other sanctions list maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury or direct or indirect ownership or control by one or more designated parties), or is or has been within the past five two years operating, organized or resident in a country or territory that itself is the target of Trade Sanctions (currently, Crimeathe Crimea region of Ukraine, Cuba, Iran, North Korea Korea, Syria and Syria)Venezuela) in violation of Trade Sanction; or (B) has, directly or, to the knowledge of RowanBuyer, indirectly, participated in the past five two years in any prohibited or unlawful transaction or dealing involving a person or entity that is the target of Trade Sanctions, or with any person or entity operating, organized, or resident in a country or territory that is the target of Trade Sanctions. (b) In the past five two years, each of Rowan, RowanBuyer and Buyer’s Subsidiaries and, to Rowan’s knowledge, their respective affiliates (i) has conducted its business in compliance with all applicable Trade Sanctions and Export Control Laws in all material respects; and (ii) have obtained, and are in compliance in all material respects with, all required export and import licenses, license exceptions and other consents, notices, approvals, orders, permits, authorizations, declarations, classifications and filings with any Governmental Entity required for the import, export and re-export of products, software and technology; and (iii) has maintained technology Buyer maintains and enforces policies and procedures that are reasonably designed to ensure, compliance with applicable Trade Sanctions and that are reasonably expected to continue to ensure, continued compliance therewithExport Control Laws.

Appears in 2 contracts

Sources: Transaction Agreement (Delphi Technologies PLC), Transaction Agreement (Borgwarner Inc)

Export Controls and Sanctions. (a) Neither (i) Rowanthe Company, any of its Subsidiaries, or nor to the Company’s knowledge any employee, officer, or director of Rowan the Company or any of its Subsidiaries nor (ii) to Rowanthe Company’s knowledge, any Representative of any of the foregoing, (A) is currently or has been within the past five 5 years the target of Trade Sanctions (including by being designated on the list of Specially Designated Nationals and Blocked Persons or on any other sanctions list maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury or direct or indirect ownership or control by one or more designated partiesTreasury), or is or has been within the past five 5 years operating, organized or resident in a country or territory that itself is the target of Trade Sanctions (currently, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria); or (B) has, directly or, to the knowledge of Rowanthe Company, indirectly, participated in the past five 5 years in any prohibited or unlawful transaction or dealing involving a person or entity that is the target of Trade Sanctions, or with any person or entity operating, organized, or resident in a country or territory that is the target of Trade Sanctions. (b) In Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on such party, in the past five 5 years, each of Rowanthe Company, Rowanthe Company’s Subsidiaries and, to Rowanthe Company’s knowledge, their respective affiliates any Representatives of the foregoing (i) has conducted its business in compliance with all applicable Trade Sanctions and Export Control Laws in all material respectsLaws; (ii) have obtained, and are in compliance in all material respects with, all required export and import licenses, license exceptions and other consents, notices, approvals, orders, permits, authorizations, declarations, classifications and filings with any Governmental Entity required for the import, export and re-export of products, software and technology; and (iii) has maintained and enforces policies and procedures that are reasonably designed to ensure, and that are reasonably expected to continue to ensure, continued compliance therewith.

Appears in 2 contracts

Sources: Merger Agreement (Atwood Oceanics Inc), Merger Agreement (Ensco PLC)

Export Controls and Sanctions. (a) Neither (i) Rowanthe Company, any of its Subsidiaries, or nor to the Company’s knowledge any employee, officer, or director of Rowan the Company or any of its Subsidiaries nor (ii) to Rowan’s knowledge, any Representative of any of the foregoing, (A) is currently or has been within the past five (5) years the target of Trade Sanctions (including by being designated on the list of Specially Designated Nationals and Blocked Persons or on any other sanctions list maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury or direct or indirect ownership or control by one or more designated partiesTreasury), or . Neither the Company nor any of its Subsidiaries (A) is or has been within the past five (5) years operating, organized or resident in a country or territory that itself is the target of comprehensive Trade Sanctions (currentlyspecifically, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria)) in violation of Trade Sanctions; or (B) has, directly or, to the knowledge of Rowanthe Company, indirectly, participated in the past five (5) years in any prohibited or unlawful transaction or dealing involving a person or entity that is the target of Trade Sanctions, or with any person or entity operating, organized, or resident in a country or territory that is the target of Trade Sanctions, in each case, in material violation of Trade Sanctions. (b) In Except as would not have, individually or in the aggregate, a Company Material Adverse Effect on such party, in the past five (5) years, each of Rowanthe Company, Rowanthe Company’s Subsidiaries and, to Rowanthe Company’s knowledge, their respective affiliates any employee, officer, or director of the foregoing (i) has conducted its business in compliance with all applicable Trade Sanctions and Export Control Laws in all material respectsLaws; (ii) have obtained, and are in compliance in all material respects with, all required export and import licenses, license exceptions and other consents, notices, approvals, orders, permits, authorizations, declarations, classifications and filings with any Governmental Entity required for the import, export and re-export of products, software and technologytechnology under applicable Export Control Laws; and (iii) has maintained for the past five (5) years implemented and enforces maintained, and continues to maintain policies and procedures that are reasonably designed to ensure, and that are reasonably expected to continue to ensure, continued compliance therewith.with Trade Sanctions and Export Control Laws by the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer or employee of the Company or any Subsidiary of the Company, are, or in the past five (5) years have been, subject to any actual, pending, or, to the Company’s knowledge, threatened civil, criminal, or administrative actions or governmental investigations, inquiries or enforcement actions, or made any voluntary disclosures to any governmental authority, involving the Company or any Subsidiary of the Company’s alleged violations of Trade Sanctions or Export Control Laws

Appears in 1 contract

Sources: Merger Agreement (Noble Corp)