Import Export Compliance. To the Knowledge of the Company, each of the Acquired Companies has at all times during the past five (5) years conducted its export transactions in material compliance with (i) all applicable U.S. international trade laws, including the International Emergency Economic Powers Act, as amended; the Trading With the Enemy Act, as amended; the Executive Orders and regulations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) imposing embargoes and restrictions on transactions with designated countries and parties, including individuals and entities designated on OFAC’s list of Specially Designated Nationals and Blocked Persons (“SDN List”); the anti-boycott regulations administered by the U.S. Department of Commerce (“Commerce”), and the U.S. Department of the Treasury; the Export Administration Act of 1979, as amended; the Export Administration Regulations; the Arms Export Control Act, as amended; and the International Traffic in Arms Regulations and (ii) all other applicable international trade laws in other countries in which the Company conducts business, except, in each case, for any instances of noncompliance that would not have a Company Material Adverse Effect. Without limiting the foregoing, none of the Acquired Companies or any officer, director or employee of the Company and, to the Knowledge of the Company, any agent or other Person acting for, on behalf of, or at the direction of the Acquired Companies has (A) been or is designated on any list of any Governmental Entity, including the SDN List, Commerce’s Denied Persons List, the Commerce Entity List, and the U.S. Department of State’s Debarred List, (B) participated in any unlawful transaction involving such designated persons or entities, or any country that is subject to U.S. sanctions administered by OFAC or (C) participated in any unlawful transaction involving international terrorism or nuclear, chemical or biological weapons proliferation.
Appears in 2 contracts
Sources: Merger Agreement (Amplify Snack Brands, INC), Merger Agreement (Hershey Co)
Import Export Compliance. To the Knowledge of the Company, The Company and each of the Acquired Companies its Subsidiaries has at all times during the past five (5) years conducted its export transactions in material compliance accordance with (i) all applicable U.S. international trade laws, including the International Emergency Economic Powers Act, as amended; the Trading With the Enemy Act, as amended; the Executive Orders and regulations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) imposing embargoes and restrictions on transactions with designated countries and parties, including individuals and entities designated on OFAC’s list of Specially Designated Nationals and Blocked Persons (“SDN List”); the anti-boycott regulations administered by the U.S. Department of Commerce (“Commerce”), and the U.S. Department of the Treasury; the Export Administration Act of 1979, as amended; the Export Administration Regulations; the Arms Export Control Act, as amended; and the International Traffic in Arms Regulations and (ii) all other applicable international trade laws in other countries in which the Company conducts business, except, in each case, except for any instances of noncompliance that would not have a Company Material Adverse Effect. Without limiting the foregoing, and except in each case as would not have a Company Material Adverse Effect, none of the Acquired Companies or Company, any Subsidiary of the Company, any officer, director or employee of the Company and, to the Knowledge of the Company, any agent or other Person acting for, on behalf of, or at the direction of the Acquired Companies Company or any Subsidiary of the Company has (A) been or is designated on any list of any Governmental Entity, including the SDN List, Commerce’s Denied Persons List, the Commerce Entity List, and the U.S. Department of State’s Debarred List, (B) participated in any unlawful transaction involving such designated persons or entities, or any country that is subject to U.S. sanctions administered by OFAC or (C) participated in any unlawful transaction involving international terrorism or nuclear, chemical or biological weapons proliferation.
Appears in 1 contract
Import Export Compliance. To the Knowledge of the Company, The Company and each of the Acquired Companies its Subsidiaries has at all times during the past five (5) years conducted its export transactions in material compliance accordance with (ia) all applicable Israeli and U.S. international trade lawsLaws, including including, where applicable, the International Emergency Economic Powers Act, as amended; the Trading With the Enemy Act, as amended; the Executive Orders and regulations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“"OFAC”") imposing embargoes and restrictions on transactions with designated countries and parties, including individuals and entities designated on OFAC’s 's list of Specially Designated Nationals and Blocked Persons (“"SDN List”"); the anti-boycott regulations administered by the U.S. Department of Commerce (“"Commerce”"), and the U.S. Department of the Treasury; the Export Administration Act of 1979, as amended; the Export Administration Regulations; the Arms Export Control Act, as amended; and the International Traffic in Arms Regulations and (iib) all other applicable international trade laws Laws in other countries in which the Company conducts business, except, in each case, except for any instances of noncompliance that would not have a Company Material Adverse Effect. Without limiting the foregoingforegoing and except in each case as would not have a Company Material Adverse Effect, during the last (5) years: (i) none of the Acquired Companies or Company, any Subsidiary of the Company, any officer, director director, or employee of the Company and, to the Knowledge of the Company, any agent or other Person acting for, on behalf of, or at the direction of the Acquired Companies Company or any Subsidiary of the Company has (A) been or is designated on any sanctions list of any Governmental Entity, including the SDN List, Commerce’s 's Denied Persons List, the Commerce Entity List, and the U.S. Department of State’s 's Debarred List, (B) participated in any unlawful transaction involving such designated persons or entities, or any country that is subject to U.S. comprehensive sanctions administered by OFAC or (C) participated in any unlawful transaction involving international terrorism or nuclear, chemical or biological weapons proliferation.
Appears in 1 contract