Common use of Compliance with International Trade Laws Clause in Contracts

Compliance with International Trade Laws. (a) Except as would not have and would not be reasonably likely to have, individually or in the aggregate, an Acquiror Material Adverse Effect, Acquiror and its Subsidiaries since December 31, 2009 have been, and currently are, in compliance in all respects with International Trade Laws. (b) Except as would not have and would not be reasonably likely to have, individually or in the aggregate, an Acquiror Material Adverse Effect, Acquiror and its Subsidiaries and, to the Knowledge of Acquiror, Persons acting on behalf of any of those entities have obtained from relevant Governmental Entities all International Trade Authorizations. (c) Since December 31, 2009, except as would not have and would not be reasonably likely to have, individually or in the aggregate, an Acquiror Material Adverse Effect, none of Acquiror or any of its Subsidiaries has received any written notice, or to the Knowledge of Acquiror, any oral notice, from any Governmental Entity identified in Section 3.9(a) (i) asserting that Acquiror or any of its Subsidiaries or any agent or employee thereof has violated, is not in compliance with, or has any liability under, any International Trade Laws or (ii) threatening to revoke or terminate any International Trade Authorizations. As of the date of this Agreement, no Action, investigation or review by any such Governmental Entity is pending or, to the Knowledge of Acquiror, has been threatened against Acquiror or any of its Subsidiaries or any officer, director or employee of Acquiror or any of its Subsidiaries in such capacity with respect to any potential violation or liability arising under or relating to any International Trade Laws except as would not have and would not be reasonably likely to have, individually or in the aggregate, an Acquiror Material Adverse Effect. (d) None of Acquiror or any of its Subsidiaries or, to the Knowledge of the Acquiror, any significant shareholder (i.e., a shareholder that owns 5% or more of the entity’s voting shares), director, officer, employee or agent of Acquiror or the Subsidiaries is a Restricted Person. (e) None of the Acquiror or any of its Subsidiaries has investments in or revenues from Cuba, Iran, North Korea, Sudan, or Syria, or otherwise conducts business with Restricted Persons.

Compliance with International Trade Laws. (a) Except as would not have and would not be reasonably likely to have, individually or in the aggregate, an Acquiror a Company Material Adverse Effect, Acquiror the Company and its Subsidiaries since December August 31, 2009 have been, and currently are, in compliance in all respects with (i) all applicable Laws and all authorizations, registrations, clearances, or permits issued or granted by any Governmental Entity identified in this Section 3.9(a) to the Company or any of its Subsidiaries concerning the exportation, re-exportation, and temporary importation of any products, technology, technical data or services, as administered by the Bureau of Industry and Security of the Department of Commerce (“BIS”), the Directorate of Defense Trade Controls of the United States Department of State (“DDTC”), the U.S. Department of Energy (“DOE”), the NRC, and the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”); (ii) United States and international economic and trade sanctions administered by OFAC; (iii) United States Laws concerning anti-boycotts administered by the Office of Anti-boycott Controls of the United States Department of Commerce and the IRS; (iv) Laws concerning importations administered by the Bureau of Customs and Border Protection of the United States Department of Homeland Security; and (v) Laws concerning export and import reporting administered by the Census Bureau of the United States Department of Commerce (collectively, “International Trade Laws”). (b) Except as would not have and would not be reasonably likely to have, individually or in the aggregate, an Acquiror a Company Material Adverse Effect, Acquiror the Company and its Subsidiaries and, to the Knowledge of Acquirorthe Company, Persons acting authorized by them to act on behalf of any of those entities have obtained from relevant Governmental Entities all necessary licenses and other authorizations required for the export, re-export, transfer and import of products, technology, technical data, and services in accordance with International Trade Laws (collectively, “International Trade Authorizations”). (c) Section 3.9 of the Company Disclosure Letter lists all current and pending material International Trade Authorizations that the Company and its Subsidiaries have obtained from, or submitted for approval to, Governmental Entities. (d) Since December August 31, 2009, except as identified in Section 3.9 of the Company Disclosure Letter or as would not have and would not be reasonably likely to have, individually or in the aggregate, an Acquiror a Company Material Adverse Effect, none of Acquiror the Company or any of its Subsidiaries has received any written notice, or to the Knowledge of Acquirorthe Company, any oral notice, from any Governmental Entity identified in Section 3.9(a) (i) asserting that Acquiror the Company or any of its Subsidiaries or any agent or employee thereof has violated, is not in compliance with, or has any liability under, any International Trade Laws or (ii) threatening to revoke or terminate any International Trade Authorizations. As of the date of this Agreement, no Action, investigation or review by any such Governmental Entity is pending or, to the Knowledge of Acquirorthe Company, has been threatened against Acquiror the Company or any of its Subsidiaries or any officer, director or employee of Acquiror the Company or any of its Subsidiaries in such capacity with respect to any potential violation or liability arising under or relating to any International Trade Laws except as would not have and would not be reasonably likely to have, individually or in the aggregate, an Acquiror a Company Material Adverse Effect. (de) None of Acquiror the Company or any of its Subsidiaries has made or intends to make any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any potential material violation or liability arising under or relating to any International Trade Laws. (f) None of the Company or any of its Subsidiaries or, to the Knowledge of the AcquirorCompany, any significant shareholder (i.e., a shareholder that owns 5% or more of the entity’s voting shares), director, officer, employee or agent of Acquiror the Company or the Subsidiaries is a Restricted Person. . “Restricted Person” means: (eA) None any Person whose property is blocked under an Executive Order issued by the President or under any OFAC administered sanctions; (B) any governmental authority with which transactions by U.S. Persons are prohibited as of the Acquiror time of a relevant transaction under any International Trade Laws; (C) any Person designated in the Specially Designated Nationals and Blocked Persons list maintained by OFAC; (D) any “National” of Cuba except an “Unblocked National”, as those terms are defined in Title 31, Part 515 of the U.S. Code of Federal Regulations, as amended from time to time; and (E) any Person owned or controlled by, or acting or purporting to act for, any of its Subsidiaries has investments in or revenues from Cuba, Iran, North Korea, Sudan, or Syria, or otherwise conducts business with Restricted the foregoing Persons.