Xxxxx Compliance. Sellers have materially complied with all Applicable Laws. Neither Sellers nor any person or entity acting on behalf of Sellers has made or received any unlawful payments or contributions. Except as set forth on Schedule 2.7, Sellers hold all Permits necessary to own the Purchased Assets and conduct the Business, and to Sellers' Knowledge except as set forth on Schedule 2.7 or as may result from the Closing, no event has occurred or other fact exists with respect to such Permits that allows, or after notice or the lapse of time or both, would allow, revocation or termination of any such Permits or would result in any other impairment in the rights of any holder thereof.
Xxxxx Compliance. Seller shall comply with all applicable import and export control, trade, and financial sanctions laws, rules, and regulations, including but not limited to the U.S. Export Administration Regulations, U.S. trade and financial sanctions laws and regulations, and other foreign trade control laws and similar laws of the territory where Seller operates (together “Trade Restrictions”), relating to the performance of its obligations hereunder. Seller specifically represents and warrants that it shall not use, resell, export, reexport, distribute, transfer, dispose of or otherwise deal with the Products, or any spare parts, warranty items or technical data related to the Products, directly or indirectly, except in full compliance with such Trade Restrictions, including but not limited to licensing requirements. Failure by Seller to comply with applicable Trade Restrictions shall constitute a material breach of this Agreement. Seller shall be solely responsible for applying for and obtaining appropriate governmental authorizations for the export and import of any equipment, software, technology or services to or for the benefit of Buyer Upon reasonable request, Buyer shall provide Seller with assistance in determining the application of applicable Trade Restrictions, and in applying for necessary authorizations and completing required formalities. Notwithstanding the foregoing, Xxxxx assumes no responsibility for Seller’s failure to obtain necessary authorizations or comply with required formalities. Seller warrants, undertakes, and represents to Buyer that neither Seller, its directors, executive officers, senior management, key employees, agents, shareholders nor persons having a controlling interest in Seller are (i) persons targeted by national, regional or multilateral trade or financial sanctions under applicable laws and regulations, including but not limited to persons designated on the United States Department of the Treasury, Office of Foreign Assets Control’s (“OFAC”) List of Specially Designated Nationals and Other Blocked Persons (including terrorists and WMD proliferators), United States State Department Non-proliferation Sanctions Lists, United States Department of Commerce Denied Parties List, Entity List or Unverified List, United Nations Financial Sanctions Lists, or the European Union or United Kingdom HM Treasury Consolidated Lists of Financial Sanctions Targets, in force from time to time, or (ii) directly or indirectly owned or controlled by ...
Xxxxx Compliance. Participating Site and AOA shall comply with all applicable federal, state and local laws, regulations and guidelines.
Xxxxx Compliance. 13.1 Each party warrants that:
Xxxxx Compliance x.XXX and Xxxxxxx acknowledge and agree that the Grant does not take into account and is not based on the volume or value of any referral or other business generated between SLU and Grantor and does not obligate SLU to purchase, use, recommend, or arrange for the use of any product or service of Grantor.
Xxxxx Compliance. To Mega's knowledge, Mega has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state and local governments (and all agencies thereof), except where the failure to comply would not have a material adverse effect upon the financial condition of Mega taken as a whole. Mega has not received any notification of any asserted present or past failure by Mega to comply with such laws, rules or regulations.
Xxxxx Compliance. (a) EXPORT CONTROL REGULATIONS - The goods that are the subject of this document and related technology are subject to export and re-export restrictions under U.S. and other countries' export control regulations, including without limitation the U.S. Export Administration Regulations, regulations of the U.S. Office of Foreign Asset Control and comparable laws and regulations of other countries, which may require U.S. or other government approval for any re-export or retransfer ("Export Control Regulations"). Buyer warrants that it (i) will adhere to and comply with (x) all applicable Export Control Regulations and (y) any applicable terms, conditions, procedures and documentation requirements made known to Buyer that may be promulgated by Seller from time-to-time to comply with the Export Control Regulations; (ii) will not, directly or indirectly through a third party, ship Seller materials to the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria, Sudan or any other country subject to trade embargoes in violation of Export Control Laws. Buyer acknowledges that Seller will not proceed with a shipment when Seller knows that the Seller products in that shipment are destined for a sanctioned country. Buyer represents that neither Buyer nor any of its principals, officers, or directors, or any person or entity known to Buyer to be directly involved in this transaction as freight forwarder, customer, end-user, consultant, agent or otherwise is designated on any of the U.S. government restricted parties lists, including without limitation the U.S. Commerce Department Bureau of Industry and Security Denied Persons List, Entity List or Unverified List, the U.S. Treasury Department Office of Foreign Asset Controls Specially Designated National and Blocked Persons List or the U.S. State Department Directorate of Defense Trade Controls Debarred Parties List or restricted parties lists of any country having jurisdiction over Buyer or the transaction involving the goods that are the subject of this document or related technology.
Xxxxx Compliance. (a)The Group Companies have acted in compliance with all applicable Laws and are not conducting themselves in a way that, as far as the Seller is aware, violates any third party rights.
Xxxxx Compliance. All Parties agree to comply, at their own expense, with all applicable laws, ordinances and regulations of all governmental authorities in the applicable state or Territory, and all political subdivisions thereof, where the Party is actually providing the Products and Services, whether directly or through arrangements with third parties. Each Party will also obtain and maintain, at its own expense, all necessary licenses, permits and approvals, to the extent required to provide or participate in the Products and Services in each market in the Territory where it is providing or participating in the Products and Services.
Xxxxx Compliance. The Facility and the Seller in connection with the Business are in compliance in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.
