Common use of Conflict Minerals Clause in Contracts

Conflict Minerals. The Seller hereby represents, warrants, covenants and certifies that (i) it is in full compliance with all applicable conflict minerals laws, including, without limitation, Section 1502 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as it may be amended from time to time and any regulations, rules, releases, decisions or orders relating thereto adopted by the Securities and Exchange Commission or successor governmental agency responsible for adopting regulations relating thereto (collectively, the “Act”), and (ii) none of the Goods furnished hereunder shall contain any conflict mineral (including, but not limited to, tin, tantalum, gold and tungsten) originating in the Democratic Republic of the Congo or an adjoining country (the “Conflict Region”) unless (x) such conflict mineral is from recycled or scrap sources or (y) such conflict mineral was outside the supply chain prior to January 31, 2013. The Seller further agrees, at any time upon the Company’s reasonable request, (1) to promptly certify in writing as to the Seller’s compliance with this paragraph, (2) to promptly provide the Company with such information regarding the source and chain of custody of all conflict minerals that may be contained in the Goods delivered hereunder, (3) to reasonably cooperate with the Company’s efforts to comply with the requirements of the Act, and (4) to cause its subcontractors and sub-suppliers of every tier to provide the Seller and the Company with the information and cooperation that the Seller is required to provide under the foregoing clauses (1), (2) and (3). Should the Seller learn or have reason to know of or suspect any development that makes it likely that any Good furnished hereunder contains any conflict mineral originating in the Conflict Region in violation of the foregoing, or that in any other way makes inaccurate, incomplete or misleading the representations, warranties and certifications of the Seller set forth herein, then the Seller shall immediately advise the Company in writing of such knowledge or suspicion and all related information known to the Seller. The Seller acknowledges that the Company will rely on the accuracy and completeness of information that the Seller furnishes to the Company as the basis for the Company’s compliance with the Act.

Conflict Minerals. The Seller hereby representsSELLER acknowledges that ALCON’s parent company is a public company that files reports with the U.S. Securities and Exchange Commission (“SEC”), warrants, covenants and certifies that (i) it is in full compliance with all applicable conflict minerals laws, including, without limitation, subject to Section 1502 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as it may be amended from time to time and any regulations, rules, releases, decisions or orders relating thereto adopted by the Securities and Exchange Commission or successor governmental agency responsible for adopting regulations relating thereto 2010 (collectively, the “ActConflict Minerals Law”). Under the Conflict Minerals Law, ALCON will be required to submit reports and disclose (iia) none whether any Tantalum, Tungsten, Tin or Gold (Conflict Minerals or 3TG) necessary to the functionality or production of the Goods furnished hereunder shall contain any conflict mineral (including, but not limited to, tin, tantalum, gold and tungsten) originating in ALCON’s Finished Product originated from the Democratic Republic of the Congo (“DRC”) or any adjoining country; and (b) if any Conflict Minerals did originate in the DRC or an adjoining country (country, the “due diligence measures taken by SELLER to identify the source of the Conflict Region”) unless (x) such conflict mineral is Minerals used in its Ingredients. SELLER shall cooperate with ALCON from recycled or scrap sources or (y) such conflict mineral was outside the supply chain prior time to January 31, 2013. The Seller further agreestime, at any time upon no additional cost to ALCON, in XXXXX’x performing a reasonable due diligence investigation on the Company’s reasonable request, (1) to promptly certify in writing as to the Seller’s compliance with this paragraph, (2) to promptly provide the Company with such information regarding the source and chain origin of custody of all conflict minerals that may be Conflict Minerals contained in the Goods Ingredients delivered hereunder, (3) to reasonably cooperate with the Company’s efforts ALCON under this Agreement to enable ALCON to comply with its disclosure and reporting obligations under the Conflict Minerals Law. Such due diligence may include but shall not be limited to assisting ALCON in conducting a “reasonable country-of-origin inquiry” on such Conflict Minerals or completing and submitting to ALCON such questionnaires or templates relating to the origin of Conflict Minerals contained in the Ingredients, as ALCON shall request. If the Ingredients being supplied under this Agreement contain the minerals Tantalum, Tungsten, Tin or Gold, then SELLER shall provide its diligence and disclosure in compliance with Section 1502 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act. SELLER further warrants that all raw materials contained in the Ingredients meet the requirements of the Act, and Directive 2011/65/EU (4) to cause its subcontractors and sub-suppliers of every tier to provide the Seller and the Company with the information and cooperation that the Seller is required to provide under the foregoing clauses (1), (2) and (3RoHS Directive). Should If requested by ALCON, SELLER shall provide to ALCON all relevant information showing its diligence in determining the Seller learn or have reason to know of or suspect any development that makes it likely that any Good furnished hereunder contains any conflict mineral originating in the Conflict Region in violation of the foregoing, or that in any other way makes inaccurate, incomplete or misleading the representations, warranties and certifications of the Seller set forth herein, then the Seller shall immediately advise the Company in writing source of such knowledge or suspicion items and all related information known materials. Failure to the Seller. The Seller acknowledges that the Company will rely on the accuracy and completeness of information that the Seller furnishes adhere to the Company as the basis for the Company’s compliance with the Actthese standards shall be deemed a material breach by SELLER, subject to Section 7.02.