Common use of Compliance with Laws and Orders Clause in Contracts

Compliance with Laws and Orders. (a) The Company and its Subsidiaries are in compliance and since September 30, 2022 have been in compliance with all Laws and Orders applicable to the Company or any of its Subsidiaries or any assets owned or used by any of them (except for any such past noncompliance as has been remedied and imposes no continuing obligations or costs on the Company or its Subsidiaries), except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written communication since September 30, 2022 from a Governmental Entity or other Person regarding any actual or alleged violations or failure to comply with any such Law or Order, except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Since October 1, 2019, none of the Company or any of its Subsidiaries, and no director or officer or other employee acting on behalf of the Company or any of its Subsidiaries or, to the Knowledge of the Company, agent or third party acting on behalf of any of the Company or any of its Subsidiaries, has directly or indirectly: (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, offered, or authorized any unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or violated any provision of any applicable anti-corruption or anti-bribery Law, including the Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010 and any other comparable law of a jurisdiction outside the United States; or (iii) made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. For purposes of this Section 3.9(b), an “unlawful payment” shall include any transfer of funds or any other thing of value, such as a gift, transportation or entertainment, which transfer is contrary to any applicable Law, including any payment to a third party all or part of the proceeds of which is used for a corrupt payment. Since October 1, 2019, none of the Company or any of its Subsidiaries or any other entity under their control has been charged, prosecuted or, to the Knowledge of the Company, investigated, for any violation of any applicable Law in respect of the matters contemplated by this Section 3.9(b). (c) Since October 1, 2019, the Company and each of its Subsidiaries and, to the Knowledge of the Company, each entity under their control (i) has been and is in compliance in all material respects with all U.S. Export and Import Laws and all applicable Foreign Export and Import Laws; and (ii) has complied in all material respects with, all of its licenses, registrations and other authorizations for export, re-export, deemed export or re-export, transfer or import required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of its business. Since October 1, 2019, none of the Company or any of its Subsidiaries has been cited or fined for a material failure to comply with any U.S. Export and Import Law or Foreign Export and Import Law, and no economic sanctions-related, export-related or import-related Proceeding, investigation or inquiry is, or has been pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity. (d) Since October 1, 2019 (except where otherwise expressly indicated below), none of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any entity under their control or any of their respective directors, officers, employees or agent acting on behalf of the Company or any of its Subsidiaries (i) is or has been a Person with whom transactions are prohibited or limited under any U.S. Export and Import Law or Foreign Export and Import Law, including those administered by OFAC, the Bureau of Industry and Security of the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury or any other similar Governmental Entity; (ii) has violated or made a disclosure (voluntary or otherwise) to a responsible Governmental Entity regarding compliance with any U.S. Export and Import Law or Foreign Export and Import Law; (iii) has engaged in any prohibited transaction or other prohibited dealing directly or indirectly with any country with whom a U.S. person (as defined by the U.S. Export and Import Laws and regulations administered by OFAC, 31 C.F.R. Parts 500-598) or a person subject to the jurisdiction of the United States is otherwise prohibited from dealing under U.S. Export and Import Law, including, but not limited to, the Crimea, Donetsk or Luhansk Regions of Ukraine, Cuba, Iran, or North Korea or the Governments (including instrumentalities) of Iran or Venezuela (a “Sanctions Target”); or (iv) has employed or is currently employing at any of its facilities a foreign person within the meaning of the ITAR or the EAR who is a national of any Sanctions Target. (e) To the Knowledge of the Company, since October 1, 2019, none of the Company or any of its Subsidiaries or any entity under their control or any of their respective directors, officers, employees or agents acting on behalf of the Company of any of its Subsidiaries: (i) has made any exports of goods controlled under the ITAR or the EAR without a license, where those regulations imposed a licensing requirement; (ii) has violated any end-use or end-user export control requirements under the EAR; (iii) has allowed access to ITAR- or EAR-controlled technical data to a non-U.S. person, in the United States or elsewhere, in violation of the EAR or the ITAR or other applicable Law; or (iv) has engaged in any boycott-related activity, or provided any information in support of same, in violation of the antiboycott provisions of the EAR or the Ribicoff amendment to the Tax Reform Act of 1976. (f) No Proceeding has been brought, or to the Knowledge of the Company is threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity with respect to the Currency and Foreign Transactions Reporting Act of 1970 or any applicable money laundering Laws of those jurisdictions where the Company or any of its Subsidiaries conduct business.

Compliance with Laws and Orders. (a) The Company and its Subsidiaries are in compliance and since September 30, 2022 have been in compliance with all Laws and Orders applicable to the Company or any of its Subsidiaries or any assets owned or used by any of them (except for any such past noncompliance Except as has been remedied and imposes no continuing obligations not had or costs on the Company or its Subsidiaries), except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither , (i) the Company and each of its Subsidiaries are and have been since the Reference Date in compliance with all Applicable Laws and Orders, including all applicable Anti-Corruption and Anti-Bribery Laws and Export and Import Control Laws; and (ii) as of the date of this Agreement neither the Company nor any of its Subsidiaries has received any written communication since September 30notice of any administrative, 2022 from a civil or criminal investigation or audit by any Governmental Entity or other Person regarding Authority alleging any actual or alleged violations or failure to comply with any such Law or Order, except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Since October 1, 2019, none of violation by the Company or any of its SubsidiariesSubsidiaries of any Applicable Law or Order that remains outstanding or unresolved. (b) None of the Company, and no director any of its Subsidiaries or any director, officer or, to the knowledge of the Company, employee or other employee acting on behalf agent of the Company or any of its Subsidiaries or, to the Knowledge of the Company, agent or third party acting on behalf of any of the Company or any of its Subsidiaries, has directly or indirectly: (i) used any funds for any unlawful contributioncontributions, giftgifts, entertainment or other unlawful expense payments relating to political activityan act by any Governmental Authority; (ii) made, offered, or authorized made any unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or violated any provision of any applicable anti-corruption or anti-bribery Law, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010 and any other comparable law of a jurisdiction outside the United States; or (iii) made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. For purposes of this Section 3.9(b), an “unlawful payment” shall include any transfer of funds or made any other thing of value, such as a gift, transportation unlawful payment under any other applicable Anti-Corruption and Anti-Bribery Laws or entertainment, which transfer is contrary to any applicable Law, including any payment to a third party all or part of the proceeds of which is used for a corrupt paymentsimilar matters. Since October 1, 2019, none of Neither the Company or nor any of its Subsidiaries has disclosed to any Governmental Authority that it violated or may have violated any other entity under their control has been charged, prosecuted or, to Anti-Corruption and Anti-Bribery Laws or similar matters. To the Knowledge knowledge of the Company, investigatedno Governmental Authority is investigating, for any violation of examining or reviewing the Company’s compliance with any applicable Law in respect provisions of the matters contemplated by this Section 3.9(b)Anti-Corruption and Anti-Bribery Laws or similar matters. (c) Since October 1, 2019, Neither the Company and each nor any of its Subsidiaries andnor, to the Knowledge knowledge of the Company, each entity under their control (i) has been and is in compliance in all material respects with all U.S. Export and Import Laws and all applicable Foreign Export and Import Laws; and (ii) has complied in all material respects withany director, all of its licensesofficer, registrations and other authorizations for exportagent, re-exportemployee, deemed export Representative or re-export, transfer or import required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of its business. Since October 1, 2019, none Affiliate of the Company or any of its Subsidiaries has been cited taken any action, directly or fined for indirectly, that would result in a material failure to comply with any U.S. violation of Export and Import Law Control Laws or similar Applicable Laws imposing U.S., E.U. or U.K. economic sanctions measures, including any sanctions Table of Contents administered by the Office of Foreign Export Assets Control of the U.S. Treasury Department (“OFAC”) and Import Lawthe Bureau of Industry Security of the U.S. Department of Commerce, and no economic sanctions-relatedany sanctions measures under the International Emergency Economic Powers Act, export-related or import-related Proceeding, investigation or inquiry isthe Trading with the Enemy Act, or has been pending the Iran Sanctions Act, and any executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder (collectively, “Sanctions”). None of the Company, any of its Subsidiaries or, to the Knowledge knowledge of the Company, threatened against the Company any director, officer, agent, employee, Representative or any of its Subsidiaries or any officer or director Affiliate of the Company or any of its Subsidiaries (in his is a Person that is the subject or her capacity target of Sanctions or designated as an officer a “Specially Designated National” or director of “Blocked Person” by OFAC. Neither the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity. (d) Since October 1, 2019 (except where otherwise expressly indicated below), none of the Company or nor any of its Subsidiaries nor, to the Knowledge of the Company, has any entity under their control or any of their respective directors, officersassets, employees or agent acting on behalf offices in, and is not organized under the laws of the Company or any of its Subsidiaries (i) is or has been a Person with whom transactions are prohibited or limited under any U.S. Export and Import Law or Foreign Export and Import Law, including those administered by OFAC, the Bureau of Industry and Security of the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury or any other similar Governmental Entity; (ii) has violated or made a disclosure (voluntary or otherwise) to a responsible Governmental Entity regarding compliance with any U.S. Export and Import Law or Foreign Export and Import Law; (iii) has engaged in any prohibited transaction or other prohibited dealing directly or indirectly with any country with whom a U.S. person (as defined by the U.S. Export and Import Laws and regulations administered by OFAC, 31 C.F.R. Parts 500-598) or a person subject to the jurisdiction of the United States is otherwise prohibited from dealing under U.S. Export and Import Law, including, but not limited to, the Crimea, Donetsk or Luhansk Regions of Ukraine, Cuba, Iran, or Sudan, Syria, North Korea or the Governments (including instrumentalities) of Iran or Venezuela (a “Sanctions Target”); or (iv) has employed or is currently employing at any of its facilities a foreign person within the meaning of the ITAR or the EAR who is a national of any Sanctions TargetCrimea. (e) To the Knowledge of the Company, since October 1, 2019, none of the Company or any of its Subsidiaries or any entity under their control or any of their respective directors, officers, employees or agents acting on behalf of the Company of any of its Subsidiaries: (i) has made any exports of goods controlled under the ITAR or the EAR without a license, where those regulations imposed a licensing requirement; (ii) has violated any end-use or end-user export control requirements under the EAR; (iii) has allowed access to ITAR- or EAR-controlled technical data to a non-U.S. person, in the United States or elsewhere, in violation of the EAR or the ITAR or other applicable Law; or (iv) has engaged in any boycott-related activity, or provided any information in support of same, in violation of the antiboycott provisions of the EAR or the Ribicoff amendment to the Tax Reform Act of 1976. (f) No Proceeding has been brought, or to the Knowledge of the Company is threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity with respect to the Currency and Foreign Transactions Reporting Act of 1970 or any applicable money laundering Laws of those jurisdictions where the Company or any of its Subsidiaries conduct business.

Compliance with Laws and Orders. (a) The Each Group Company and its Subsidiaries are in compliance and since September 30, 2022 have been in compliance with all Laws and Orders applicable to the Company or any of its Subsidiaries or any assets owned or used by any of them (except for any such past noncompliance as has been remedied and imposes no continuing obligations or costs on the Company or its Subsidiaries), except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written communication since September 30, 2022 from a Governmental Entity or other Person regarding any actual or alleged violations or failure to comply with any such Law or Order, except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Since October 1, 2019, none of the Company or any of its Subsidiaries, and no director or officer or other employee acting on behalf of the Company or any of its Subsidiaries or, to the Knowledge of the Company, agent or third party acting on behalf of any of the Company or any of its Subsidiaries, has directly or indirectly: (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, offered, or authorized any unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or violated any provision of any applicable anti-corruption or anti-bribery Law, including the Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010 and any other comparable law of a jurisdiction outside the United States; or (iii) made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. For purposes of this Section 3.9(b), an “unlawful payment” shall include any transfer of funds or any other thing of value, such as a gift, transportation or entertainment, which transfer is contrary to any applicable Law, including any payment to a third party all or part of the proceeds of which is used for a corrupt payment. Since October 1, 2019, none of the Company or any of its Subsidiaries or any other entity under their control has been charged, prosecuted or, to the Knowledge of the Company, investigated, for any violation of any applicable Law in respect of the matters contemplated by this Section 3.9(b). (c) Since October 1, 2019, the Company and each of its Subsidiaries and, to the Knowledge of the Company, each entity under their control (i) has been and is in compliance in all material respects with all U.S. Export and Import Laws and all Orders, in each case, applicable Foreign Export and Import Laws; and to each Group Company or their respective business, operations or assets. None of the Group Companies has received notice from any Governmental Authority regarding (i) any actual, alleged, possible or potential violation of, or failure to comply with, or liability under any Law or Order, in each case, applicable to any Group Company or their respective business, operations or assets, or (ii) has complied in all material respects withany actual, all alleged, possible or potential obligation or liability of its licenses, registrations and other authorizations for export, re-export, deemed export or re-export, transfer or import required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of its business. Since October 1, 2019, none of the any Group Company or any of its Subsidiaries has been cited or fined for a material failure to comply with any U.S. Export and Import Law or Foreign Export and Import Law, and no economic sanctions-related, export-related or import-related Proceeding, investigation or inquiry is, or has been pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, that is not incurred in the case Ordinary Course of a threatened matter, that would come before) any Governmental EntityBusiness. (db) Since October 1, 2019 (except where otherwise expressly indicated below), none None of the Company or any of its Subsidiaries Group Companies nor, to the Knowledge of the CompanySeller, any entity under their control or any of their respective respective, direct or indirect, shareholders, equity holders, directors, officers, representatives, employees or agent agents or any other Person acting on behalf of any such Person have, with respect to the Company or business of any of its Subsidiaries the Group Companies, (i) is used any funds for unlawful contributions, gifts, entertainment or has been a Person with whom transactions are prohibited or limited under other unlawful payments relating to any U.S. Export and Import Law or Foreign Export and Import Lawpolitical activity, including those administered by OFAC, the Bureau of Industry and Security of the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury or any other similar Governmental Entity; (ii) has violated made or made a disclosure (voluntary offered to make any material unlawful payment to any government official or otherwise) to a responsible Governmental Entity regarding compliance with employee or any U.S. Export and Import Law political party or Foreign Export and Import Law; campaign, or (iii) taken any action that would be deemed a violation of any provision of any applicable international anti-bribery conventions or applicable international or local anti-corruption or bribery Laws. (c) None of the Group Companies has engaged in violated any prohibited transaction currency exchange or other prohibited dealing directly or indirectly with any country with whom a U.S. person similar Law applicable to such Group Company. (as defined by the U.S. Export and Import Laws and regulations administered by OFACd) Other than those listed in Appendix 5.8(d), 31 C.F.R. Parts 500-598) or a person subject to the jurisdiction none of the United States Group Companies has received and is otherwise prohibited from dealing under U.S. Export and Import Law, including, but not limited to, will be the Crimea, Donetsk or Luhansk Regions of Ukraine, Cuba, Iran, or North Korea or the Governments (including instrumentalities) of Iran or Venezuela (a “Sanctions Target”); or (iv) has employed or is currently employing at any of its facilities a foreign person within the meaning of the ITAR or the EAR who is a national beneficiary of any Sanctions Targetother grant, subsidy or financial assistance from any Governmental Authority. (e) To the Knowledge None of the CompanyGroup Companies nor, since October 1, 2019, none of the Company or any of its Subsidiaries or any entity under their control or any of their respective directors, officers, employees or agents acting on behalf of the Company of any of its Subsidiaries: (i) has made any exports of goods controlled under the ITAR or the EAR without a license, where those regulations imposed a licensing requirement; (ii) has violated any end-use or end-user export control requirements under the EAR; (iii) has allowed access to ITAR- or EAR-controlled technical data to a non-U.S. person, in the United States or elsewhere, in violation of the EAR or the ITAR or other applicable Law; or (iv) has engaged in any boycott-related activity, or provided any information in support of same, in violation of the antiboycott provisions of the EAR or the Ribicoff amendment to the Tax Reform Act of 1976. (f) No Proceeding has been brought, or to the Knowledge of the Company is threatened against the Company or Seller, any of its Subsidiaries their respective, direct or indirect shareholders, equity holders, directors, officers, representatives, employees or agents have been involved in any officer proceedings relating to white collar crimes and crimes of ixxxxxx xxxxxxx, embezzlement, money laundering or director theft, among others of the similar nature. No current or past Affiliate of any Group Company or has been involved in any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity with respect proceedings relating to the Currency and Foreign Transactions Reporting Act foregoing during the period in which such Person was an Affiliate of 1970 or any applicable money laundering Laws of those jurisdictions where the Company or any of its Subsidiaries conduct businesssuch Group Company.

Compliance with Laws and Orders. (a) The Company and its Subsidiaries are are, and since January 1, 2017 have been, in compliance and since September 30, 2022 have been in compliance all material respects with all Laws Laws, Orders and Orders NASDAQ rules and regulations applicable to the Company or any of its Subsidiaries or any assets owned or used by any of them (except for any such past noncompliance as has been remedied and imposes no continuing obligations or costs on the Company or its Subsidiaries), except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effectthem. Neither the Company nor any of its Subsidiaries has received any written communication since September 30January 1, 2022 2017 from a Governmental Entity or other Person regarding any actual or alleged violations or failure to comply with any such Law or Order, except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Since October 1, 2019, none of NASDAQ that alleges that the Company or any of its Subsidiaries is in material violation of any such Law, Order or NASDAQ rule. During the past five (5) years, neither the Company nor any of its Subsidiaries, and no director or officer nor, to the Knowledge of the Company, any director, officer, agent, employee or other employee Person acting on behalf of the Company or any of its Subsidiaries orSubsidiaries, to has, in the Knowledge course of the Companyits actions for, agent or third party acting on behalf of of, any of the Company or any of its Subsidiariesthem, has directly or indirectly: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made, offered, made any direct or authorized any indirect unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or from corporate funds; (iii) violated any provision of any applicable antiAnti-corruption or anti-bribery Law, including the Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010 and any other comparable law of a jurisdiction outside the United StatesLaws; or (iiiiv) made, offered or authorized made any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. For purposes of this Section 3.9(b), an “unlawful payment” shall include any transfer of funds or any other thing of value, such as a gift, transportation or entertainment, which transfer is contrary payment to any applicable Lawforeign or domestic government official or employee. During the past five (5) years, including neither the Company nor any payment of its Subsidiaries has received any written communication from a Governmental Entity (x) related to any investigation or inquiry with respect to a third party all or part of the proceeds of which is used for a corrupt payment. Since October 1, 2019, none of potential violation by the Company or any of its Subsidiaries or any other entity under their control has been charged, prosecuted or, to the Knowledge of the Company, investigated, for any violation Representative thereof of any applicable Law in respect of the matters contemplated by this Section 3.9(b). (c) Since October 1, 2019, the Company and each of its Subsidiaries and, to the Knowledge of the Company, each entity under their control (i) has been and is in compliance in all material respects with all U.S. Export and Import Laws and all applicable Foreign Export and Import Anti-corruption Laws; and (ii) has complied in all material respects with, all of its licenses, registrations and other authorizations for export, re-export, deemed export or re-export, transfer or import required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of its business. Since October 1, 2019, none of the Company or any of its Subsidiaries has been cited or fined for a material failure to comply with any U.S. Export and Import Law or Foreign Export and Import Law, and no economic sanctions-related, export-related or import-related Proceeding, investigation or inquiry is, or has been pending or, to the Knowledge of the Company, threatened against (y) that alleges that the Company or any of its Subsidiaries or any officer or director Representative thereof is in violation of any Anti-corruption Laws. During the past five (5) years, neither the Company or nor any of its Subsidiaries (has had a customer or supplier or other business relationship with, is a party to any Contract with, or has engaged in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity. (d) Since October 1, 2019 (except where otherwise expressly indicated below), none of the Company or any of its Subsidiaries nor, to the Knowledge of the Companytransaction with, any entity under their control or any of their respective directors, officers, employees or agent acting on behalf of the Company or any of its Subsidiaries Person (i) that is located, organized or has been domiciled in or that is a Person with whom transactions are prohibited citizen of Cuba, Iran, North Korea, Sudan, Syria or limited under the Crimea Region of Ukraine (including any U.S. Export and Import Law Governmental Entity within such country or territory) or (ii) that is the target of any international economic or trade sanction administered or enforced by the Office of Foreign Export and Import Law, including those administered by OFAC, the Bureau of Industry and Security Assets Control of the U.S. United States Department of Commerce, the U.S. Department of StateTreasury ("OFAC"), the United Nations Security Council, the European Union, His Her Majesty’s Treasury or any other similar Governmental Entity; (ii) has violated or made a disclosure (voluntary or otherwise) to a responsible Governmental Entity regarding compliance with any U.S. 's Treasury, the United Kingdom Export and Import Law or Foreign Export and Import Law; (iii) has engaged in any prohibited transaction Control Organization or other prohibited dealing directly or indirectly with any country with whom a U.S. person relevant sanctions authority (as defined by including but not limited to being listed on the U.S. Export Specially Designated Nationals and Import Laws and regulations Blocked Persons List administered by OFAC, 31 C.F.R. Parts 500-598) or a person subject to the jurisdiction of the United States is otherwise prohibited from dealing under U.S. Export and Import Law, including, but not limited to, the Crimea, Donetsk or Luhansk Regions of Ukraine, Cuba, Iran, or North Korea or the Governments (including instrumentalities) of Iran or Venezuela (a “Sanctions Target”); or (iv) has employed or is currently employing at any of its facilities a foreign person within the meaning of the ITAR or the EAR who is a national of any Sanctions Target. (e) To the Knowledge of the Company, since October 1, 2019, none of the Company or any of its Subsidiaries or any entity under their control or any of their respective directors, officers, employees or agents acting on behalf of the Company of any of its Subsidiaries: (i) has made any exports of goods controlled under the ITAR or the EAR without a license, where those regulations imposed a licensing requirement; (ii) has violated any end-use or end-user export control requirements under the EAR; (iii) has allowed access to ITAR- or EAR-controlled technical data to a non-U.S. person, in the United States or elsewhere, in violation of the EAR or the ITAR or other applicable Law; or (iv) has engaged in any boycott-related activity, or provided any information in support of same, in violation of the antiboycott provisions of the EAR or the Ribicoff amendment to the Tax Reform Act of 1976. (f) No Proceeding has been brought, or to the Knowledge of the Company is threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity with respect to the Currency and Foreign Transactions Reporting Act of 1970 or any applicable money laundering Laws of those jurisdictions where the Company or any of its Subsidiaries conduct business.

Compliance with Laws and Orders. (a) The Company and its Subsidiaries are in compliance and since September 30, 2022 have been in compliance with all Laws and Orders applicable to the Company or any of its Subsidiaries or any assets owned or used by any of them (except for any such past noncompliance as has been remedied and imposes no continuing obligations or costs on the Company or its Subsidiaries), except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written communication since September 30, 2022 from a Governmental Entity or other Person regarding any actual or alleged violations or failure to comply with any such Law or Order, except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Since October 1, 2019, none of the Company or any of its Subsidiaries, and no director or officer or other employee acting on behalf of the Company or any of its Subsidiaries or, to the Knowledge of the Company, agent or third party acting on behalf of any of the Company or any of its Subsidiaries, has directly or indirectly: (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, offered, or authorized any unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or violated any provision of any applicable anti-corruption or anti-bribery Law, including the Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010 and any other comparable law of a jurisdiction outside the United States; or (iii) made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. For purposes of this Section 3.9(b), an “unlawful payment” shall include any transfer of funds or any other thing of value, such as a gift, transportation or entertainment, which transfer is contrary to any applicable Law, including any payment to a third party all or part of the proceeds of which is used for a corrupt payment. Since October 1, 2019, none of the Company or any of its Subsidiaries or any other entity under their control has been charged, prosecuted or, to the Knowledge of the Company, investigated, for any violation of any applicable Law in respect of the matters contemplated by this Section 3.9(b). (c) Since October 1, 2019, the Company and each of its Subsidiaries and, to the Knowledge of the Company, each entity under their control (i) has been and is in compliance in all material respects with all U.S. Export and Import Laws and all applicable Foreign Export and Import Laws; and (ii) Seller has complied in all material respects with, all of its licenses, registrations with each Law and other authorizations for export, re-export, deemed export or re-export, transfer or import required in accordance with U.S. Export Order applicable to it and Import Laws and Foreign Export and Import Laws for the conduct of its business. Since October 1, 2019, none of the Company or any of its Subsidiaries no Order has been cited filed or fined for a material failure to comply with commenced against any U.S. Export and Import Law or Foreign Export and Import Law, and no economic sanctions-related, export-related or import-related Proceeding, investigation or inquiry is, or has been pending or, to the Knowledge of the Company, threatened against either Seller (as it relates to the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity. (d) Since October 1, 2019 (except where otherwise expressly indicated belowCompany), none of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any entity under their control or any of their respective directors, officers, employees or agent acting on behalf of the Company or any of its Subsidiaries (i) is or has been a Person with whom transactions are prohibited or limited under any U.S. Export and Import Law or Foreign Export and Import Law, including those administered by OFAC, the Bureau of Industry and Security of the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury or any other similar Governmental Entity; (ii) has violated or made a disclosure (voluntary or otherwise) to a responsible Governmental Entity regarding compliance with any U.S. Export and Import Law or Foreign Export and Import Law; (iii) has engaged in any prohibited transaction or other prohibited dealing directly or indirectly with any country with whom a U.S. person (as defined by the U.S. Export and Import Laws and regulations administered by OFAC, 31 C.F.R. Parts 500-598) or a person subject to the jurisdiction of the United States is otherwise prohibited from dealing under U.S. Export and Import Law, including, but not limited to, the Crimea, Donetsk or Luhansk Regions of Ukraine, Cuba, Iran, or North Korea or the Governments (including instrumentalities) of Iran or Venezuela (a “Sanctions Target”); or (iv) has employed or is currently employing at any of its facilities a foreign person within the meaning of the ITAR or the EAR who is a national of any Sanctions Target. (e) To the Knowledge of the Company, since October 1, 2019, none of the Company or any of its Subsidiaries or any entity under their control or any of their respective directors, officers, employees or agents acting on behalf alleging any failure so to comply. Without limiting the generality of the preceding sentence, so far as each Seller or the Company is aware, having made due and proper inquiries, the Company has not done or omitted to do any act or thing in contravention or breach of any of its Subsidiariesthe provisions of: (i) has made any exports of goods controlled under the ITAR exchange control regulation, taxation or the EAR without a licenserevenue statute, where those regulations imposed a licensing requirement; (ii) has violated any end-use the Corporations Act; or end-user export control requirements under the EAR; (iii) the Trade Practices Act in force at Closing, and that pending Closing the Company will not do or omit to do any such act or thing. (b) To the best of the knowledge and belief of the Company and each Seller, having made due and proper inquiries, the Company has allowed access to ITAR- conducted its business and corporate affairs in accordance with the Corporations Act and all other applicable laws and regulations of Australia and there is no violation of, or EAR-controlled technical data to default with respect to, any statute, regulation, order, decree or judgment of any court or any governmental agency of Australia which could have a non-U.S. personMaterial Adverse Effect upon the assets, in operation, business or financial performance of the United States Company. (c) Since January 1, 2001, the Company has not received any notice that it is, or elsewherehas been, in violation of the EAR or the ITAR or other applicable Law; or (iv) has engaged in default under, in any boycott-related activityrespect, any Law or provided Order of any information in support of same, in violation of the antiboycott provisions of the EAR Governmental or the Ribicoff amendment Regulatory Authority applicable to the Tax Reform Act of 1976. (f) No Proceeding has been brought, or to the Knowledge of the Company is threatened against the Company or any of its Subsidiaries assets or properties. Neither the Sellers nor the Company, nor any of their directors, officers, or key employees (including the Key Employees) in relation to the Company, has committed any felony or any officer material breach of the requirements or director conditions of any Law relating to the Company or any of its Subsidiaries (in his or her capacity as an officer or director the carrying on of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity with respect to the Currency and Foreign Transactions Reporting Act of 1970 or any applicable money laundering Laws of those jurisdictions where the Company or any of its Subsidiaries conduct Company's business.

Compliance with Laws and Orders. (a) The Company and each of its Subsidiaries are in compliance and is and, since September 30the Applicable Date, 2022 have has been in compliance with, and has not been threatened to be charged with all Laws or given notice of any material violation of, and Orders applicable to the Knowledge of the Company, is not under investigation with respect to, any applicable Law or Order. The Company and its Subsidiaries hold all material governmental licenses, authorizations, certifications, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”). The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits in all material respects. (b) None of the Company nor any of its Subsidiaries, any of its Affiliates or to the Knowledge of the Company any of their respective directors, officers, employees, or agents acting in such capacity and on behalf of the Company, is (i) a Person that is designated on, or is owned by a Person that is designated on any list of sanctioned parties maintained by the United States, Canada, the United Kingdom or the European Union, including the list of Specially Designated Nationals and Blocked Persons maintained by OFAC (a “Sanctioned Person”) or (ii) located or organized in a country or territory that is, or whose government is, the target of comprehensive sanctions imposed by the United States, Canada, the European Union or the United Kingdom (including Cuba, Iran, North Korea, Syria and the Crimean region of the Ukraine) (a “Sanctioned Jurisdiction”). Since the Applicable Date, neither the Company nor any of its Subsidiaries, any of its Affiliates or to the Knowledge of the Company, any of their respective directors, officers, employees, or agents acting in such capacity and on behalf of the Company, have participated or otherwise engaged, directly or indirectly, in any transaction or dealing with any such Sanctioned Person or in any such Sanctioned Jurisdiction in violation of any applicable Law or Order. (c) Since the Applicable Date, none of the Company, any of its Subsidiaries or any assets owned or used by any of them (except for any such past noncompliance as has been remedied and imposes no continuing obligations or costs on the Company or its Subsidiaries), except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written communication since September 30Affiliates, 2022 from a Governmental Entity or other Person regarding any actual or alleged violations or failure to comply with any such Law or Order, except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Since October 1, 2019, none of the Company or any of its Subsidiariestheir respective directors, and no director or officer or other employee acting on behalf of the Company or any of its Subsidiaries officers, employees or, to the Knowledge of the Company, agent or third party agents acting in such capacity and on behalf of the Company, any of the Company its Subsidiaries or any of its SubsidiariesAffiliates, has directly or indirectly: (i) used any funds for any unlawful contributioncontributions, giftgifts, entertainment or other unlawful expense payments relating to political activity; activity or (ii) madeviolated, offereddirectly or indirectly, any applicable money laundering or authorized anti-terrorism Law or unlawfully directly or indirectly lent, contributed to or provided any unlawful payment funds to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or violated any provision Person for the purpose of financing the activities of any Sanctioned Person or Person located or organized in a Sanctioned Jurisdiction. Since the Applicable Date, the Company, its Subsidiaries and Affiliates and each of their respective directors, officers, employees, and, to the Knowledge of the Company, agents acting in such capacity have complied with: (i) all applicable anti-corruption or and anti-bribery LawLaws with respect to the Company, including the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (15 U.S.C. §§ 78dd-1 et seq.), and the United Kingdom Bribery Act of 2010 UK Xxxxxxx Xxx 0000 and any other comparable law of a jurisdiction outside the United Statesapplicable similar anticorruption Law; or and (iiiii) made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful paymentall applicable International Trade Laws. For purposes of this Section 3.9(b), an “unlawful payment” shall include any transfer of funds or any other thing of value, such as a gift, transportation or entertainment, which transfer is contrary to any applicable Law, including any payment to a third party all or part of the proceeds of which is used for a corrupt payment. Since October 1, 2019, none of the Company or any of its Subsidiaries or any other entity under their control has been charged, prosecuted or, to the Knowledge of the Company, investigated, for any violation of any applicable Law in respect of the matters contemplated by this Section 3.9(b). (c) Since October 1, 2019, the The Company and each of its Subsidiaries and, to the Knowledge of the Company, each entity under their control (i) has been its Affiliates have instituted and is in compliance in all material respects with all U.S. Export maintain policies and Import Laws and all applicable Foreign Export and Import Laws; and (ii) has complied in all material respects with, all of its licenses, registrations and other authorizations for export, re-export, deemed export or re-export, transfer or import required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of its business. Since October 1, 2019, none of the Company or any of its Subsidiaries has been cited or fined for a material failure procedures designed to comply with any U.S. Export and Import Law or Foreign Export and Import Law, and no economic sanctions-related, export-related or import-related Proceeding, investigation or inquiry is, or has been pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity. (d) Since October 1, 2019 (except where otherwise expressly indicated below), none of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any entity under their control or any of their respective directors, officers, employees or agent acting on behalf of the Company or any of its Subsidiaries (i) is or has been a Person with whom transactions are prohibited or limited under any U.S. Export and Import Law or Foreign Export and Import Law, including those administered by OFAC, the Bureau of Industry and Security of the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury or any other similar Governmental Entity; (ii) has violated or made a disclosure (voluntary or otherwise) to a responsible Governmental Entity regarding ensure compliance with any U.S. Export applicable anti-bribery, anti-corruption, anti-money laundering, anti-terrorism and Import Law or Foreign Export and Import Law; (iii) has engaged in any prohibited transaction or other prohibited dealing directly or indirectly with any country with whom a U.S. person (as defined by the U.S. Export and Import International Trade Laws and regulations administered by OFAC, 31 C.F.R. Parts 500-598) or a person subject to the jurisdiction of the United States is otherwise prohibited from dealing under U.S. Export and Import Law, including, but not limited to, the Crimea, Donetsk or Luhansk Regions of Ukraine, Cuba, Iran, or North Korea or the Governments (including instrumentalities) of Iran or Venezuela (a “Sanctions Target”); or (iv) has employed or is currently employing at any of its facilities a foreign person within the meaning of the ITAR or the EAR who is a national of any Sanctions Targetconduct their business in material compliance with all applicable provisions thereof. (e) To the Knowledge of the Company, since October 1, 2019, none of the Company or any of its Subsidiaries or any entity under their control or any of their respective directors, officers, employees or agents acting on behalf of the Company of any of its Subsidiaries: (i) has made any exports of goods controlled under the ITAR or the EAR without a license, where those regulations imposed a licensing requirement; (ii) has violated any end-use or end-user export control requirements under the EAR; (iii) has allowed access to ITAR- or EAR-controlled technical data to a non-U.S. person, in the United States or elsewhere, in violation of the EAR or the ITAR or other applicable Law; or (iv) has engaged in any boycott-related activity, or provided any information in support of same, in violation of the antiboycott provisions of the EAR or the Ribicoff amendment to the Tax Reform Act of 1976. (f) No Proceeding has been brought, or to the Knowledge of the Company is threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity with respect to the Currency and Foreign Transactions Reporting Act of 1970 or any applicable money laundering Laws of those jurisdictions where the Company or any of its Subsidiaries conduct business.

Compliance with Laws and Orders. (a) The Company and its Subsidiaries are in compliance and since September 30, 2022 have been in compliance with all Laws and Orders applicable to the Company or any of its Subsidiaries or any assets owned or used by any of them (except for any such past noncompliance Except as has been remedied and imposes no continuing obligations or costs on the Company or its Subsidiaries), except where any such non-compliancewould not, individually or in the aggregate, has not had, and would not have or reasonably be expected to have, have a Company Material Adverse Effect. Neither , (a) the Company and each of its Subsidiaries are and have been since the Reference Date in compliance with all Applicable Laws and Orders, including all applicable Anti-Corruption and Anti-Bribery Laws and Export and Import Control Laws; and (b) as of the date of this Agreement neither the Company nor any of its Subsidiaries has received any written communication since September 30notice of any administrative, 2022 from a civil or criminal investigation or audit by any Governmental Entity Authority alleging any violation by the Company or other Person regarding any actual or alleged violations or failure to comply with of its Subsidiaries of any such Applicable Law or Order, except where any such non-compliance, individually Order that remains outstanding or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effectunresolved. (b) Since October 1, 2019, none of Neither the Company or any of its Subsidiaries, and no director nor any director, officer or, to the Company’s knowledge, any employee of the Company or officer any agent or other employee third party acting on behalf of the Company or any of its Subsidiaries or, to the Knowledge of the Company, agent or third party acting on behalf of any of the Company or any of its Subsidiaries, has directly or indirectly: is (ia) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, offereddesignated on, or authorized owned or controlled by any unlawful payment to Person that is designated on, any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or violated any provision of any applicable anti-corruption or anti-bribery Law, including the Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010 and any other comparable law of a jurisdiction outside the United States; or (iii) made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. For purposes of this Section 3.9(b), an “unlawful payment” shall include any transfer of funds or any other thing of value, such as a gift, transportation or entertainment, which transfer is contrary to any applicable Law, including any payment to a third party all or part of the proceeds of which is used for a corrupt payment. Since October 1, 2019, none of the Company or any of its Subsidiaries or any other entity under their control has been charged, prosecuted or, to the Knowledge of the Company, investigated, for any violation of any applicable Law in respect of the matters contemplated by this Section 3.9(b). (c) Since October 1, 2019, the Company and each of its Subsidiaries and, to the Knowledge of the Company, each entity under their control (i) has been and is in compliance in all material respects with all U.S. Export and Import Laws and all applicable Foreign Export and Import Laws; and (ii) has complied in all material respects with, all of its licenses, registrations and other authorizations for export, re-export, deemed export or re-export, transfer or import required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of its business. Since October 1, 2019, none of the Company or any of its Subsidiaries has been cited or fined for a material failure to comply with any U.S. Export and Import Law or Foreign Export and Import Law, and no economic sanctions-related, export-related or import-related Proceeding, investigation or inquiry is, or has been pending or, to list of restricted Persons maintained by the Knowledge Office of the Company, threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity. (d) Since October 1, 2019 (except where otherwise expressly indicated below), none of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any entity under their control or any of their respective directors, officers, employees or agent acting on behalf of the Company or any of its Subsidiaries (i) is or has been a Person with whom transactions are prohibited or limited under any U.S. Export and Import Law or Foreign Export and Import Law, including those administered by OFAC, the Bureau of Industry and Security Assets Control of the U.S. Department of Commercethe Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury or any other similar Governmental Entity; EU member state, or (iib) has violated a national of, organized in, or made a disclosure (voluntary or otherwise) to a responsible Governmental Entity regarding compliance with any U.S. Export and Import Law or Foreign Export and Import Law; (iii) has engaged resident in any prohibited transaction country or other prohibited dealing directly or indirectly with territory which is itself the subject of economic sanctions by any country with whom a U.S. person relevant Governmental Authority. (as defined by the U.S. Export c) The Company and Import Laws and regulations administered by OFACeach of its Subsidiaries, 31 C.F.R. Parts 500-598) or a person subject to the jurisdiction knowledge of the United States is otherwise prohibited from dealing under U.S. Export Company, has complied with all terms and Import Law, conditions of each Government Contract (including, but not limited to, all quality and testing requirements, industrial funding fee requirements, disclosure and pricing requirements of all most favored customer and price reductions clauses, and product origin and related requirements of Federal Acquisition Regulation 52.225-5 and the CrimeaTrade Agreements Act (19 U.S.C. § 2501, Donetsk or Luhansk Regions of Ukraineet seq., Cuba19 U.S.C. § 3301 note), Iran, or North Korea or the Governments (including instrumentalities) of Iran or Venezuela (a “Sanctions Target”); or (iv) has employed or is currently employing at any of its facilities a foreign person within the meaning of the ITAR or the EAR who is a national of any Sanctions Target. (e) To the Knowledge of the Company, since October 1, 2019, none of the Company or any of its Subsidiaries or any entity under their control or any of their respective directors, officers, employees or agents acting on behalf of the Company of any of its Subsidiaries: (i) has made any exports of goods controlled under the ITAR or the EAR without a license, where those regulations imposed a licensing requirement; (ii) has violated any end-use or end-user export control requirements under the EAR; (iii) has allowed access and Applicable Laws and Orders pertaining to ITAR- or EAR-controlled technical data to a non-U.S. personeach such Government Contract, in the United States each case, except as would not, individually or elsewhere, in violation of the EAR or the ITAR or other applicable Law; or (iv) has engaged in any boycott-related activity, or provided any information in support of same, in violation of the antiboycott provisions of the EAR or the Ribicoff amendment to the Tax Reform Act of 1976. (f) No Proceeding has been brought, or to the Knowledge of the Company is threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of aggregate, have or reasonably be expected to have a threatened matter, that would come before) any Governmental Entity with respect to the Currency and Foreign Transactions Reporting Act of 1970 or any applicable money laundering Laws of those jurisdictions where the Company or any of its Subsidiaries conduct businessMaterial Adverse Effect.

Compliance with Laws and Orders. (a) The Each Acquired Company and its Subsidiaries are in compliance and since September 30, 2022 have been in compliance with all Laws and Orders applicable to the Company or any of its Subsidiaries or any assets owned or used by any of them (except for any such past noncompliance as has been remedied and imposes no continuing obligations or costs on the Company or its Subsidiaries), except where any such non-compliance, individually or in the aggregate, has not hadis now, and would not reasonably be expected to havehas been, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written communication since September 30, 2022 from a Governmental Entity or other Person regarding any actual or alleged violations or failure to comply with any such Law or Order, except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Since October 1, 2019, none of the Company or any of its Subsidiaries, and no director or officer or other employee acting on behalf of the Company or any of its Subsidiaries or, to the Knowledge of the Company, agent or third party acting on behalf of any of the Company or any of its Subsidiaries, has directly or indirectly: (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, offered, or authorized any unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or violated any provision of any applicable anti-corruption or anti-bribery Law, including the Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010 and any other comparable law of a jurisdiction outside the United States; or (iii) made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. For purposes of this Section 3.9(b), an “unlawful payment” shall include any transfer of funds or any other thing of value, such as a gift, transportation or entertainment, which transfer is contrary to any applicable Law, including any payment to a third party all or part of the proceeds of which is used for a corrupt payment. Since October 1, 2019, none of the Company or any of its Subsidiaries or any other entity under their control has been charged, prosecuted or, to the Knowledge of the Company, investigated, for any violation of any applicable Law in respect of the matters contemplated by this Section 3.9(b). (c) Since October 1, 2019, the Company and each of its Subsidiaries and, to the Knowledge of the Company, each entity under their control (i) has been and is in compliance in all material respects with all U.S. Export and Import Laws and all Orders, in each case, applicable Foreign Export and Import Laws; and to each Acquired Company or their respective business, operations or assets. None of the Acquired Companies has received any notice from any Governmental Authority or any other Person regarding (a) any actual, alleged, possible or potential violation of, or failure to comply with, or liability under any Law or Order, in each case, applicable to any Acquired Company or their respective business, operations or assets, or (b) any actual, alleged, possible or potential obligation or liability of any Acquired Company that is not incurred in the Ordinary Course of Business. (b) None of the Acquired Companies nor any of their respective, direct or indirect, equityholders, directors, officers, representatives, employees or agents or any other Person acting on behalf of any such Person have, with respect to the business of any of the Acquired Companies, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activity, (ii) has complied in all made or offered to make any material respects withunlawful payment to any government official or employee or any political party or campaign, all or (iii) taken any action that would be deemed a violation of its licenses, registrations and other authorizations for export, re-export, deemed export or re-export, transfer or import required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of its business. Since October 1, 2019, none any provision of the Prevention of Corruption Act, Chapter 241 of Singapore, the Corruption, Drug Trafficking and Other Series Crimes (Confiscation of Benefits) Act, Chapter 65A of Singapore, U.S. Foreign Corrupt Practices Act of 1977, the United Kingdom Xxxxxxx Xxx 0000 (as amended and in effect), the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions if such Acquired Company were subject to such Laws or a violation of any other international anti-bribery conventions or applicable local anti-corruption or bribery Laws. (c) None of the Acquired Companies has violated any currency exchange or other similar Law applicable to any such Acquired Company. (d) None of the Acquired Companies have received, will be entitled to and are and will be the beneficiary of any grant, subsidy or financial assistance from any Governmental Authority. (e) None of the Acquired Companies or any of its Subsidiaries their respective, direct or indirect, equityholders, directors, officers, representatives, employees or agents have been involved in any proceedings relating to white collar crimes and crimes of xxxxxxx xxxxxxx, embezzlement, money laundering or theft, among others of similar nature. No current or past Affiliate of any of the Acquired Companies has been cited involved in any proceedings relating to the foregoing during the period in which such Person was an Affiliate of any of the Acquired Companies. (f) Without limiting the generality of the foregoing or fined for a material failure to comply with any U.S. Export and Import Law other representation or Foreign Export and Import Law, and no economic sanctions-related, export-related or import-related Proceeding, investigation or inquiry is, or has been pending orwarranty in this Agreement, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity. (d) Since October 1, 2019 (except where otherwise expressly indicated below)Acquired Companies, none of the Company Acquired Companies has any customer, supplier or distributor relationship with, and is not a party to any of its Subsidiaries nor, to the Knowledge of the CompanyContract with, any entity under their control or any of their respective directors, officers, employees or agent acting on behalf of the Company or any of its Subsidiaries Person (i) organized or domiciled in or that is or has been a Person with whom transactions are prohibited or limited under any U.S. Export and Import Law or Foreign Export and Import Law, including those administered citizen of a restricted country as determined by OFAC, the Bureau of Industry and Security of the U.S. Department of CommerceState and the MAS, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury (including any Governmental Authority within any such country) or any other similar Governmental Entity; (ii) has violated or made a disclosure (voluntary or otherwise) to a responsible Governmental Entity regarding compliance with any U.S. Export that appears on the Specially Designated Nationals and Import Law or Foreign Export and Import Law; (iii) has engaged in any prohibited transaction or other prohibited dealing directly or indirectly with any country with whom a U.S. person (as defined by the U.S. Export and Import Laws and regulations administered by OFAC, 31 C.F.R. Parts 500-598) or a person subject to the jurisdiction Blocked Persons List of the United States is otherwise prohibited from dealing under U.S. Export and Import Law, including, but not limited to, the Crimea, Donetsk or Luhansk Regions Office of Ukraine, Cuba, Iran, or North Korea or the Governments (including instrumentalities) of Iran or Venezuela (a “Sanctions Target”); or (iv) has employed or is currently employing at any of its facilities a foreign person within the meaning of the ITAR or the EAR who is a national of any Sanctions Target. (e) To the Knowledge of the Company, since October 1, 2019, none of the Company or any of its Subsidiaries or any entity under their control or any of their respective directors, officers, employees or agents acting on behalf of the Company of any of its Subsidiaries: (i) has made any exports of goods controlled under the ITAR or the EAR without a license, where those regulations imposed a licensing requirement; (ii) has violated any end-use or end-user export control requirements under the EAR; (iii) has allowed access to ITAR- or EAR-controlled technical data to a non-U.S. person, Foreign Assets Controls in the United States or elsewhere, in violation Department of the EAR or the ITAR or other applicable Law; or (iv) has engaged in any boycott-related activityTreasury, or provided any information in support of same, in violation of the antiboycott provisions of the EAR or the Ribicoff amendment Annexes to the Tax Reform Act of 1976. (f) No Proceeding has been broughtUnited States Executive Order 13224 – Blocking Property and Prohibiting Transactions with Person Who Commit, Threaten to Commit, or to the Knowledge of the Company is threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity with respect to the Currency and Foreign Transactions Reporting Act of 1970 or any applicable money laundering Laws of those jurisdictions where the Company or any of its Subsidiaries conduct businessSupport Terrorism.

Compliance with Laws and Orders. (a) The Company and its Subsidiaries are are, and since January 1, 2018 have been, in compliance and since September 30, 2022 have been in compliance all material respects with all Laws Laws, Orders and Orders NASDAQ rules and regulations applicable to the Company or any of its Subsidiaries or any assets owned or used by any of them (except for any such past noncompliance as has been remedied and imposes no continuing obligations or costs on the Company or its Subsidiaries), except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effectthem. Neither the Company nor any of its Subsidiaries has received any written communication since September 30January 1, 2022 2018 from a Governmental Entity or other Person regarding any actual or alleged violations or failure to comply with any such Law or Order, except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Since October 1, 2019, none of that alleges that the Company or any of its Subsidiaries is in material violation of any such Law or Order. During the past five (5) years, neither the Company nor any of its Subsidiaries, and no director or officer nor, to the Knowledge of the Company, any director, officer, agent, employee or other employee Person acting on behalf of the Company or any of its Subsidiaries orSubsidiaries, to has, in the Knowledge course of the Companyits actions for, agent or third party acting on behalf of of, any of the Company or any of its Subsidiariesthem, has directly or indirectly: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made, offered, made any direct or authorized any indirect unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or from corporate funds; (iii) violated any provision of any applicable antiAnti-corruption or anti-bribery Law, including the Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010 and any other comparable law of a jurisdiction outside the United StatesLaws; or (iiiiv) made, offered or authorized made any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful paymentpayment to any foreign or domestic government official or employee. For purposes During the past five (5) years to the date of this Section 3.9(b)Agreement, an “unlawful payment” shall include neither the Company nor any transfer of funds or its Subsidiaries has received any other thing of value, such as written communication from a gift, transportation or entertainment, which transfer is contrary Governmental Entity (x) related to any applicable Law, including any payment investigation or inquiry with respect to a third party all or part of the proceeds of which is used for a corrupt payment. Since October 1, 2019, none of potential violation by the Company or any of its Subsidiaries or any other entity under their control has been charged, prosecuted or, to the Knowledge of the Company, investigated, for any violation Representative thereof of any applicable Law in respect of the matters contemplated by this Section 3.9(b). (c) Since October 1, 2019, the Company and each of its Subsidiaries and, to the Knowledge of the Company, each entity under their control (i) has been and is in compliance in all material respects with all U.S. Export and Import Laws and all applicable Foreign Export and Import Anti-corruption Laws; and (ii) has complied in all material respects with, all of its licenses, registrations and other authorizations for export, re-export, deemed export or re-export, transfer or import required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of its business. Since October 1, 2019, none of the Company or any of its Subsidiaries has been cited or fined for a material failure to comply with any U.S. Export and Import Law or Foreign Export and Import Law, and no economic sanctions-related, export-related or import-related Proceeding, investigation or inquiry is, or has been pending or, to the Knowledge of the Company, threatened against (y) that alleges that the Company or any of its Subsidiaries or any officer or director Representative thereof is in violation of any Anti-corruption Laws. During the past five (5) years, neither the Company or nor any of its Subsidiaries (has had a customer or supplier or other business relationship with, is a party to any Contract with, or has engaged in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity. (d) Since October 1, 2019 (except where otherwise expressly indicated below), none of the Company or any of its Subsidiaries nor, to the Knowledge of the Companytransaction with, any entity under their control or any of their respective directors, officers, employees or agent acting on behalf of the Company or any of its Subsidiaries Person (i) that is located, organized or has been domiciled in or that is a Person with whom transactions are prohibited citizen of Cuba, Iran, North Korea, Sudan, Syria or the Crimea Region of Ukraine (including any Governmental Entity within such country or territory) or (ii) that is the target of any international economic or trade sanction administered or enforced by a Governmental Entity including but not limited under any U.S. Export and Import Law or to the Office of Foreign Export and Import Law, including those administered by OFAC, the Bureau of Industry and Security Assets Control of the U.S. United States Department of Commerce, the U.S. Department of StateTreasury (“OFAC”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury or any other similar Governmental Entity; (ii) has violated or made a disclosure (voluntary or otherwise) to a responsible Governmental Entity regarding compliance with any U.S. Treasury, the United Kingdom Export and Import Law or Foreign Export and Import Law; (iii) has engaged in any prohibited transaction Control Organization or other prohibited dealing directly or indirectly with any country with whom a U.S. person relevant sanctions authority (as defined by including but not limited to being listed on the U.S. Export Specially Designated Nationals and Import Laws and regulations Blocked Persons List administered by OFAC). During the past five (5) years, 31 C.F.R. Parts 500-598) or a person subject to neither the jurisdiction Company nor any Subsidiary of the United States is otherwise prohibited from dealing under U.S. Export and Import LawCompany or, including, but not limited to, the Crimea, Donetsk or Luhansk Regions of Ukraine, Cuba, Iran, or North Korea or the Governments (including instrumentalities) of Iran or Venezuela (a “Sanctions Target”); or (iv) has employed or is currently employing at any of its facilities a foreign person within the meaning of the ITAR or the EAR who is a national of any Sanctions Target. (e) To to the Knowledge of the Company, since October 1no director, 2019officer, none of the Company agent, employee or any of its Subsidiaries or any entity under their control or any of their respective directors, officers, employees or agents other Person acting on behalf of the Company of any of its Subsidiaries: (i) has made any exports of goods controlled under the ITAR or the EAR without a license, where those regulations imposed a licensing requirement; (ii) has violated any end-use or end-user export control requirements under the EAR; (iii) has allowed access to ITAR- or EAR-controlled technical data to a non-U.S. person, in the United States or elsewhere, in violation of the EAR or the ITAR or other applicable Law; or (iv) has engaged in any boycott-related activity, or provided any information in support of same, in violation of the antiboycott provisions of the EAR or the Ribicoff amendment to the Tax Reform Act of 1976. (f) No Proceeding has been brought, or to the Knowledge of the Company is threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, has, in the case course of a threatened matterits actions for, that would come before) any Governmental Entity with respect to the Currency and Foreign Transactions Reporting Act of 1970 or any applicable money laundering Laws of those jurisdictions where on behalf of, the Company or any of its Subsidiaries conduct businessSubsidiaries, violated any provision of any applicable Laws concerning export controls or international economic or trade sanction including but not limited to the Export Administration Act and implementing regulations including the Export Administration Regulations, the Arms Export Control Act and implementing regulations including the International Traffic in Arms Regulations, and any similar or analogous Laws administered by OFAC or other Governmental Entity.

Compliance with Laws and Orders. (a) The Each Group Company and its Subsidiaries are in compliance and since September 30, 2022 have been in compliance with all Laws and Orders applicable to the Company or any of its Subsidiaries or any assets owned or used by any of them (except for any such past noncompliance as has been remedied and imposes no continuing obligations or costs on the Company or its Subsidiaries), except where any such non-compliance, individually or in the aggregate, has not hadis now, and would not reasonably be expected to havehas been, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written communication since September 30, 2022 from a Governmental Entity or other Person regarding any actual or alleged violations or failure to comply with any such Law or Order, except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Since October 1, 2019, none of the Company or any of its Subsidiaries, and no director or officer or other employee acting on behalf of the Company or any of its Subsidiaries or, to the Knowledge of the Company, agent or third party acting on behalf of any of the Company or any of its Subsidiaries, has directly or indirectly: (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, offered, or authorized any unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or violated any provision of any applicable anti-corruption or anti-bribery Law, including the Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010 and any other comparable law of a jurisdiction outside the United States; or (iii) made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. For purposes of this Section 3.9(b), an “unlawful payment” shall include any transfer of funds or any other thing of value, such as a gift, transportation or entertainment, which transfer is contrary to any applicable Law, including any payment to a third party all or part of the proceeds of which is used for a corrupt payment. Since October 1, 2019, none of the Company or any of its Subsidiaries or any other entity under their control has been charged, prosecuted or, to the Knowledge of the Company, investigated, for any violation of any applicable Law in respect of the matters contemplated by this Section 3.9(b). (c) Since October 1, 2019, the Company and each of its Subsidiaries and, to the Knowledge of the Company, each entity under their control (i) has been and is in compliance in all material respects with all U.S. Export and Import Laws and all Orders, in each case, applicable Foreign Export and Import Laws; and to each Group Company or their respective business, operations or assets. None of the Group Companies has received notice from any Governmental Authority regarding (i) any actual, alleged, possible or potential violation of, or failure to comply with, or liability under any Law or Order, in each case, applicable to any Group Company or their respective business, operations or assets, or (ii) has complied in all material respects withany actual, all alleged, possible or potential obligation or liability of its licenses, registrations and other authorizations for export, re-export, deemed export or re-export, transfer or import required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of its business. Since October 1, 2019, none of the any Group Company or any of its Subsidiaries has been cited or fined for a material failure to comply with any U.S. Export and Import Law or Foreign Export and Import Law, and no economic sanctions-related, export-related or import-related Proceeding, investigation or inquiry is, or has been pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, that is not incurred in the case Ordinary Course of a threatened matter, that would come before) any Governmental EntityBusiness. (db) Since October 1, 2019 (except where otherwise expressly indicated below), none None of the Company or any of its Subsidiaries Group Companies nor, to the Knowledge of the CompanySellers, any entity under their control or any of their respective respective, direct or indirect, shareholders, equityholders, directors, officers, representatives, employees or agent agents or any other Person acting on behalf of any such Person have, with respect to the Company or business of any of its Subsidiaries the Group Companies, (i) is used any funds for unlawful contributions, gifts, entertainment or has been other unlawful payments relating to any political activity, (ii) made or offered to make any material unlawful payment to any government official or employee or any political party or campaign, or (iii) taken any action that would be deemed a Person with whom transactions are prohibited or limited under violation of any U.S. Export and Import Law or Foreign Export and Import Law, including those administered by OFAC, the Bureau of Industry and Security provision of the U.S. Department Foreign Corrupt Practices Act of Commerce1977 or the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions, if such Group Company were subject to such Laws, or a violation of any other applicable international anti-bribery conventions or applicable local anti-corruption or bribery Laws. (c) None of the Group Companies has violated any currency exchange or other similar Law applicable to such Group Company. (d) None of the Group Companies has received, will be entitled to and is and will be the beneficiary of any grant, subsidy or financial assistance from any Governmental Authority. (e) None of the Group Companies nor, to the Knowledge of the Sellers, any of their respective, direct or indirect shareholders, equityholders, directors, officers, representatives, employees or agents have been involved in any proceedings relating to white collar crimes and crimes of xxxxxxx xxxxxxx, embezzlement, money laundering or theft, among others of similar nature. No current or past Affiliate of any Group Company has been involved in any proceedings relating to the foregoing during the period in which such Person was an Affiliate of such Group Company. (f) Without limiting the generality of the foregoing or any other representation or warranty in this Agreement, to the Knowledge of the Sellers, none of the Group Companies has any customer, supplier or distributor relationship with, and is not a party to any Contract with, any Person (i) organized or domiciled in or that is a citizen of a restricted country as determined by the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury (including any Governmental Authority within any such country) or any other similar Governmental Entity; (ii) has violated or made a disclosure (voluntary or otherwise) to a responsible Governmental Entity regarding compliance with any U.S. Export that appears on the Specially Designated Nationals and Import Law or Foreign Export and Import Law; (iii) has engaged in any prohibited transaction or other prohibited dealing directly or indirectly with any country with whom a U.S. person (as defined by the U.S. Export and Import Laws and regulations administered by OFAC, 31 C.F.R. Parts 500-598) or a person subject to the jurisdiction Blocked Persons List of the United States is otherwise prohibited from dealing under U.S. Export and Import Law, including, but not limited to, the Crimea, Donetsk or Luhansk Regions Office of Ukraine, Cuba, Iran, or North Korea or the Governments (including instrumentalities) of Iran or Venezuela (a “Sanctions Target”); or (iv) has employed or is currently employing at any of its facilities a foreign person within the meaning of the ITAR or the EAR who is a national of any Sanctions Target. (e) To the Knowledge of the Company, since October 1, 2019, none of the Company or any of its Subsidiaries or any entity under their control or any of their respective directors, officers, employees or agents acting on behalf of the Company of any of its Subsidiaries: (i) has made any exports of goods controlled under the ITAR or the EAR without a license, where those regulations imposed a licensing requirement; (ii) has violated any end-use or end-user export control requirements under the EAR; (iii) has allowed access to ITAR- or EAR-controlled technical data to a non-U.S. person, Foreign Assets Controls in the United States or elsewhere, in violation Department of the EAR or the ITAR or other applicable Law; or (iv) has engaged in any boycott-related activityTreasury, or provided any information in support of same, in violation of the antiboycott provisions of the EAR or the Ribicoff amendment Annexes to the Tax Reform Act of 1976. (f) No Proceeding has been broughtUnited States Executive Order 13224 – Blocking Property and Prohibiting Transactions with Person Who Commit, Threaten to Commit, or to the Knowledge of the Company is threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity with respect to the Currency and Foreign Transactions Reporting Act of 1970 or any applicable money laundering Laws of those jurisdictions where the Company or any of its Subsidiaries conduct businessSupport Terrorism.

Compliance with Laws and Orders. (a) The Company and its Subsidiaries are are, and since January 1, 2014 have been, in compliance and since September 30, 2022 have been in compliance all material respects with all material Laws and Orders applicable to the Company or any of its Subsidiaries or any assets or properties owned or used by any of them (except it being understood and agreed that the foregoing shall not be construed to be a representation regarding Intellectual Property infringement, misappropriation, dilution and other similar violations of third party Intellectual Property rights, the representations for any such past noncompliance as has been remedied and imposes no continuing obligations or costs on the Company or its Subsidiarieswhich are set forth in Section 3.17), except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written communication since September 30January 1, 2022 2014 from a Governmental Entity or other Person regarding any actual or alleged violations or failure to comply with any such Law or Order, except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Since October 1, 2019, none of that alleges that the Company or any of its Subsidiaries is in material violation of any Law or Order. During the past two years, neither the Company nor any of its Subsidiaries, and no director or officer nor, to the Knowledge of the Company, any director, officer, agent, employee or other employee Person acting on behalf of the Company or any of its Subsidiaries orSubsidiaries, to has, in the Knowledge course of its actions for, or on behalf of, any of them violated any provision of the CompanyU.S. Foreign Corrupt Practices Act of 1977, agent or third party acting on behalf of any of as amended (including the Company or any of its Subsidiariesrules and regulations promulgated thereunder, has directly or indirectly: the “FCPA”), including by (i) used using any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating payment to a candidate for foreign political activityoffice in order to secure a business advantage; (ii) mademaking any direct or, offeredto the Company’s Knowledge, or authorized any indirect unlawful payment to any foreign or domestic government official or employee or from corporate funds in order to any foreign or domestic political party or campaign or violated any provision of any applicable anti-corruption or anti-bribery Law, including the Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010 and any other comparable law of secure a jurisdiction outside the United Statesbusiness advantage; or (iii) made, offered or authorized making any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. For purposes of this Section 3.9(b), an “unlawful payment” shall include any transfer of funds or any other thing of value, such as a gift, transportation or entertainment, which transfer is contrary payment to any applicable Lawforeign government official in order to secure a business advantage. Since January 1, including 2014, neither the Company nor any payment of its Subsidiaries has received any written communication from a Governmental Entity (x) related to any investigation or inquiry with respect to a third party all or part of the proceeds of which is used for a corrupt payment. Since October 1, 2019, none of potential violation by the Company or any of its Subsidiaries or any other entity under their control has been charged, prosecuted or, to the Knowledge Representative thereof of the Company, investigated, for any violation of any applicable Law in respect of the matters contemplated by this Section 3.9(b). (c) Since October 1, 2019, the Company and each of its Subsidiaries and, to the Knowledge of the Company, each entity under their control (i) has been and is in compliance in all material respects with all U.S. Export and Import Laws and all applicable Foreign Export and Import Laws; and (ii) has complied in all material respects with, all of its licenses, registrations and other authorizations for export, re-export, deemed export or re-export, transfer or import required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of its business. Since October 1, 2019, none of the Company or any of its Subsidiaries has been cited or fined for a material failure to comply with any U.S. Export and Import Law or Foreign Export and Import Law, and no economic sanctions-related, export-related or import-related Proceeding, investigation or inquiry isFCPA, or has been pending or, to the Knowledge of the Company, threatened against (y) that alleges that the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity. (d) Since October 1, 2019 (except where otherwise expressly indicated below), none of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any entity under their control or any of their respective directors, officers, employees or agent acting on behalf of the Company or any of its Subsidiaries (i) Representative thereof is or has been a Person with whom transactions are prohibited or limited under any U.S. Export and Import Law or Foreign Export and Import Law, including those administered by OFAC, the Bureau of Industry and Security of the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury or any other similar Governmental Entity; (ii) has violated or made a disclosure (voluntary or otherwise) to a responsible Governmental Entity regarding compliance with any U.S. Export and Import Law or Foreign Export and Import Law; (iii) has engaged in any prohibited transaction or other prohibited dealing directly or indirectly with any country with whom a U.S. person (as defined by the U.S. Export and Import Laws and regulations administered by OFAC, 31 C.F.R. Parts 500-598) or a person subject to the jurisdiction of the United States is otherwise prohibited from dealing under U.S. Export and Import Law, including, but not limited to, the Crimea, Donetsk or Luhansk Regions of Ukraine, Cuba, Iran, or North Korea or the Governments (including instrumentalities) of Iran or Venezuela (a “Sanctions Target”); or (iv) has employed or is currently employing at any of its facilities a foreign person within the meaning of the ITAR or the EAR who is a national of any Sanctions Target. (e) To the Knowledge of the Company, since October 1, 2019, none of the Company or any of its Subsidiaries or any entity under their control or any of their respective directors, officers, employees or agents acting on behalf of the Company of any of its Subsidiaries: (i) has made any exports of goods controlled under the ITAR or the EAR without a license, where those regulations imposed a licensing requirement; (ii) has violated any end-use or end-user export control requirements under the EAR; (iii) has allowed access to ITAR- or EAR-controlled technical data to a non-U.S. person, in the United States or elsewhere, in violation of the EAR or the ITAR or other applicable Law; or (iv) has engaged in any boycott-related activity, or provided any information in support of same, in violation of the antiboycott provisions of the EAR or the Ribicoff amendment to the Tax Reform Act of 1976FCPA. (f) No Proceeding has been brought, or to the Knowledge of the Company is threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity with respect to the Currency and Foreign Transactions Reporting Act of 1970 or any applicable money laundering Laws of those jurisdictions where the Company or any of its Subsidiaries conduct business.

Compliance with Laws and Orders. (a) The Except as set forth in Section 3.9 of the Company Disclosure Schedule, the Company and its Subsidiaries are are, and since January 1, 2014 have been, in compliance and since September 30, 2022 have been in compliance all material respects with all Laws Laws, Orders and Orders NASDAQ rules and regulations applicable to the Company or any of its Subsidiaries or any assets owned or used by any of them (except for any such past noncompliance them. Except as has been remedied and imposes no continuing obligations or costs on set forth in Section 3.9 of the Company or its Subsidiaries)Disclosure Schedule, except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Neither neither the Company nor any of its Subsidiaries has received any written communication since September 30January 1, 2022 2014 from a Governmental Entity or other Person regarding any actual or alleged violations or failure to comply with any such Law or Order, except where any such non-compliance, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Since October 1, 2019, none of that alleges that the Company or any of its Subsidiaries is in material violation of any such Law or Order. During the past five (5) years, neither the Company nor any of its Subsidiaries, and no director or officer nor, to the Knowledge of the Company, any director, officer, agent, employee or other employee Person acting on behalf of the Company or any of its Subsidiaries orSubsidiaries, to has, in the Knowledge course of the Companyits actions for, agent or third party acting on behalf of of, any of the Company or any of its Subsidiariesthem, has directly or indirectly: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made, offered, made any direct or authorized any indirect unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or from corporate funds; (iii) violated any provision of any applicable antiAnti-corruption or anti-bribery Law, including the Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010 and any other comparable law of a jurisdiction outside the United StatesLaws; or (iiiiv) made, offered or authorized made any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. For purposes of this Section 3.9(b), an “unlawful payment” shall include any transfer of funds or any other thing of value, such as a gift, transportation or entertainment, which transfer is contrary payment to any applicable Lawforeign or domestic government official or employee. During the past five (5) years, including neither the Company nor any payment of its Subsidiaries has received any written communication from a Governmental Entity (x) related to any investigation or inquiry with respect to a third party all or part of the proceeds of which is used for a corrupt payment. Since October 1, 2019, none of potential violation by the Company or any of its Subsidiaries or any other entity under their control has been charged, prosecuted or, to the Knowledge of the Company, investigated, for any violation Representative thereof of any applicable Law in respect of the matters contemplated by this Section 3.9(b). (c) Since October 1, 2019, the Company and each of its Subsidiaries and, to the Knowledge of the Company, each entity under their control (i) has been and is in compliance in all material respects with all U.S. Export and Import Laws and all applicable Foreign Export and Import Anti-corruption Laws; and (ii) has complied in all material respects with, all of its licenses, registrations and other authorizations for export, re-export, deemed export or re-export, transfer or import required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of its business. Since October 1, 2019, none of the Company or any of its Subsidiaries has been cited or fined for a material failure to comply with any U.S. Export and Import Law or Foreign Export and Import Law, and no economic sanctions-related, export-related or import-related Proceeding, investigation or inquiry is, or has been pending or, to the Knowledge of the Company, threatened against (y) that alleges that the Company or any of its Subsidiaries or any officer or director Representative thereof is in violation of any Anti-corruption Laws. During the past five (5) years, neither the Company or nor any of its Subsidiaries (has had a customer or supplier or other business relationship with, is a party to any Contract with, or has engaged in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity. (d) Since October 1, 2019 (except where otherwise expressly indicated below), none of the Company or any of its Subsidiaries nor, to the Knowledge of the Companytransaction with, any entity under their control or any of their respective directors, officers, employees or agent acting on behalf of the Company or any of its Subsidiaries Person (i) that is located, organized or has been domiciled in or that is a Person with whom transactions are prohibited citizen of Cuba, Iran, North Korea, Sudan, Syria or limited under the Crimea Region of Ukraine (including any U.S. Export and Import Law Governmental Entity within such country or territory) or (ii) that is the target of any international economic or trade sanction administered or enforced by the Office of Foreign Export and Import Law, including those administered by OFAC, the Bureau of Industry and Security Assets Control of the U.S. United States Department of Commerce, the U.S. Department of StateTreasury (“OFAC”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury or any other similar Governmental Entity; (ii) has violated or made a disclosure (voluntary or otherwise) to a responsible Governmental Entity regarding compliance with any U.S. Treasury, the United Kingdom Export and Import Law or Foreign Export and Import Law; (iii) has engaged in any prohibited transaction Control Organization or other prohibited dealing directly or indirectly with any country with whom a U.S. person relevant sanctions authority (as defined by including but not limited to being listed on the U.S. Export Specially Designated Nationals and Import Laws and regulations Blocked Persons List administered by OFAC, 31 C.F.R. Parts 500-598) or a person subject to the jurisdiction of the United States is otherwise prohibited from dealing under U.S. Export and Import Law, including, but not limited to, the Crimea, Donetsk or Luhansk Regions of Ukraine, Cuba, Iran, or North Korea or the Governments (including instrumentalities) of Iran or Venezuela (a “Sanctions Target”); or (iv) has employed or is currently employing at any of its facilities a foreign person within the meaning of the ITAR or the EAR who is a national of any Sanctions Target. (e) To the Knowledge of the Company, since October 1, 2019, none of the Company or any of its Subsidiaries or any entity under their control or any of their respective directors, officers, employees or agents acting on behalf of the Company of any of its Subsidiaries: (i) has made any exports of goods controlled under the ITAR or the EAR without a license, where those regulations imposed a licensing requirement; (ii) has violated any end-use or end-user export control requirements under the EAR; (iii) has allowed access to ITAR- or EAR-controlled technical data to a non-U.S. person, in the United States or elsewhere, in violation of the EAR or the ITAR or other applicable Law; or (iv) has engaged in any boycott-related activity, or provided any information in support of same, in violation of the antiboycott provisions of the EAR or the Ribicoff amendment to the Tax Reform Act of 1976. (f) No Proceeding has been brought, or to the Knowledge of the Company is threatened against the Company or any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries (in his or her capacity as an officer or director of the Company or any of its Subsidiaries) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity with respect to the Currency and Foreign Transactions Reporting Act of 1970 or any applicable money laundering Laws of those jurisdictions where the Company or any of its Subsidiaries conduct business.