Foreign Operations. (a) The Company and the Subsidiaries have conducted, in all material aspects, their respective export transactions in accordance in all material respects with applicable provisions of United States export control laws and regulations, including the Export Administration Act and implementing Export Administration Regulations and with all applicable provisions of economic sanctions laws, including the Trading with the Enemy Act, the International Emergency Economic Powers Act and implementing regulations promulgated and administered by the Office of Foreign Assets Control (“OFAC”) (collectively, the “Export Laws”). Without limiting the foregoing, (a) the Company and the Subsidiaries have obtained all material export licenses and other approvals required for its exports of products, software and technologies from the United States, (b) the Company and the Subsidiaries are in material compliance with the terms of all applicable export licenses or other approvals, (c) there are no pending or, to the Knowledge of the Company, threatened claims against the Company or the Subsidiaries with respect to such export licenses or other approvals, (d) to the Knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s or the Subsidiaries’ export transactions that would reasonably be expected to give rise to any future claims, actions or penalties; (e) except as disclosed in Section 2.24 of the Disclosure Schedule, neither the Company nor the Subsidiaries have filed with any Governmental Authority any voluntary disclosure relating to any actual or potential violation of the Export Laws and (f) no consents or approvals for the continued use (and the continued effectiveness and validity) of such export licenses by the Surviving Corporation following the Effective Time are required, except for such consents and approvals that can be obtained expeditiously without material cost. Neither the Company nor the Subsidiaries have, within the past five (5) years, sold, either directly or through third parties, its products to, or engaged in any transactions with, (i) any Person resident in Cuba, Iran, Syria, Sudan, North Korea, Burma, or the Crimea Region or (ii) the governments of Cuba, Iran, Syria, Sudan, North Korea, or Burma or anyone acting on their behalf. (b) Neither the Company, the Subsidiaries nor any of their respective officers, directors, or employees, nor, to the Knowledge of the Company, any of their respective agents, distributors, employees or other Person associated with or acting on their behalf have, directly or indirectly, (i) taken any action in violation of the following laws, but only to the extent that such laws are by their terms applicable to such actions: (a) the Foreign Corrupt Practices Act of 1977, as amended, (b) the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or (c) any Law implementing the Organization for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business or any rules or regulations thereunder, or (ii) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, made, offered or authorized any unlawful payment to foreign or domestic government officials or employees, whether directly or indirectly; or (iii) made, offered or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly. (c) All imports into the United States made by the Company and the Subsidiaries were made in material compliance with all laws, regulations and policies enforced by U.S. Customs and Border Protection, and any other United States Governmental Authority that is responsible for regulating the goods being imported by the Company and the Subsidiaries. Neither the Company nor the Subsidiaries are subject to any fines or penalties, and there are no fines or penalties that it may become subject to, under the provisions of 19 USC §§ 1592 and 1595a, or under any other law or regulation relating to the importation of goods into the United States. The imported products for which the Company and the Subsidiaries are, or have been, the importer of record are not subject to, and there is no reason to believe any such imported products may become subject to: (i) any detention, seizure or forfeiture; (ii) any notice of redelivery or claim for liquidated damages; (iii) any anti-dumping or countervailing duty; or (iv) any other violation, fine or penalty.
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Sources: Merger Agreement (Majesco), Merger Agreement (Majesco)
Foreign Operations. (a) The Company and the Subsidiaries have conducted, in all material aspects, their respective export transactions in accordance in all material respects with applicable provisions of United States export control laws and regulations, including the Export Administration Act and implementing Export Administration Regulations and with all applicable provisions of economic sanctions laws, including the Trading with the Enemy Act, the International Emergency Economic Powers Act and implementing regulations promulgated and administered by the Office of Foreign Assets Control (“OFAC”) (collectively, the “Export Laws”). Without limiting the foregoing, (a) the Company and the Subsidiaries have obtained all material export licenses and other approvals required for its exports of products, software and technologies from the United States, (b) the Company and the Subsidiaries are in material compliance with the terms of all applicable export licenses or other approvals, (c) there are no pending or, to the Knowledge of the Company, threatened claims against the Company or the Subsidiaries with respect to such export licenses or other approvals, (d) to the Knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s or the Subsidiaries’ export transactions that would reasonably be expected to give rise to any future claims, actions or penalties; (e) except as disclosed in Section 2.24 of the Disclosure Schedule, neither the Company nor the Subsidiaries have filed with any Governmental Authority any voluntary disclosure relating to any actual or potential violation of the Export Laws and (f) no consents or approvals for the continued use (and the continued effectiveness and validity) of such export licenses by the Surviving Corporation following the Effective Time are required, except for such consents and approvals that can be obtained expeditiously without material cost. Neither the Company nor the Subsidiaries have, within the past five (5) years, sold, either directly or through third parties, its products to, or engaged in any transactions with, (i) any Person resident in Cuba, Iran, Syria, Sudan, North Korea, Burma, or the Crimea Region or (ii) the governments of Cuba, Iran, Syria, Sudan, North Korea, or Burma or anyone acting on their behalf.
(b) Neither the Company, the Subsidiaries nor any of their respective officers, directors, or employees, nor, to the Knowledge of the Company, any of their respective agents, distributors, employees or other Person associated with or acting on their behalf have, directly or indirectly, (i) taken any action in violation of the following laws, but only to the extent that such laws are by their terms applicable to such actions: (a) the Foreign Corrupt Practices Act of 1977, as amended, (b) the UK ▇B▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or (c) any Law implementing the Organization for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business or any rules or regulations thereunder, or (ii) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, made, offered or authorized any unlawful payment to foreign or domestic government officials or employees, whether directly or indirectly; or (iii) made, offered or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly.
(c) All imports into the United States made by the Company and the Subsidiaries were made in material compliance with all laws, regulations and policies enforced by U.S. Customs and Border Protection, and any other United States Governmental Authority that is responsible for regulating the goods being imported by the Company and the Subsidiaries. Neither the Company nor the Subsidiaries are subject to any fines or penalties, and there are no fines or penalties that it may become subject to, under the provisions of 19 USC §§ 1592 and 1595a, or under any other law or regulation relating to the importation of goods into the United States. The imported products for which the Company and the Subsidiaries are, or have been, the importer of record are not subject to, and there is no reason to believe any such imported products may become subject to: (i) any detention, seizure or forfeiture; (ii) any notice of redelivery or claim for liquidated damages; (iii) any anti-dumping or countervailing duty; or (iv) any other violation, fine or penalty.
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