Common use of Customs and International Trade Laws Clause in Contracts

Customs and International Trade Laws. (a) To the Knowledge of the Company, since January 1, 2016, the Company and its Subsidiaries have been in compliance with all applicable Customs and International Trade Laws and there are no unresolved formal claims or other Proceedings concerning the liability of any of the Company or its Subsidiaries under such Laws. Without limiting the foregoing, (i) since January 1, 2016, each director, officer, employee, and, to the Knowledge of the Company, agent of the Company or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (ii) at all times since January 1, 2016, the Company, its Subsidiaries and Persons acting on their behalf have obtained all required import and export licenses and all other Customs and International Trade Authorizations; (iii) since January 1, 2016, no Governmental Authority has initiated any Proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs and International Trade Authorization, debarment or denial of future Customs and International Trade Authorizations against any of the Company or its Subsidiaries or any of their respective directors, officers, employees or, to the Knowledge of the Company, agents in connection with any actual or alleged violation of any applicable Customs and International Trade Laws; and (iv) since January 1, 2016, there have been no claims, investigations or requests for information by a Governmental Authority with respect to the Company’s and its Subsidiaries’ Customs and International Trade Authorizations and compliance with applicable Customs and International Trade Laws. (b) Neither the Company nor any of its Subsidiaries, nor any director, officer, employee, or agent thereof, is a Sanctioned Person. (c) Each of the Company and its Subsidiaries has in place adequate controls and systems reasonably designed to ensure compliance with applicable Customs and International Trade Laws in each of the jurisdictions in which the Company or any of its Subsidiaries conduct business. (d) Since January 1, 2016, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any alleged irregularity, misstatement or omission, or other potential violation or liability arising under or relating to any applicable Customs and International Trade Laws.

Customs and International Trade Laws. (a) To the Knowledge of the Company, since January Since October 1, 20162013, the Company and its Subsidiaries have been in compliance with all applicable Customs and & International Trade Laws and there are no unresolved formal claims or other Proceedings concerning the liability of any of the Company or its Subsidiaries under such Laws. Without limiting the foregoing, (i) at all times since January October 1, 20162013, each director, officer, employee, the Company and its Subsidiaries and, to the Knowledge of the Company, agent of the Company or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (ii) at all times since January 1, 2016, the Company, its Subsidiaries and Persons acting on their behalf have obtained all required import and export licenses and all other Consents required for the export, import or reexport of goods, services, software and technology required for the operation of the respective businesses of the Company and its Subsidiaries, including Customs and & International Trade Authorizations; (iiiii) since January October 1, 20162013, no Governmental Authority has initiated any Proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs and & International Trade Authorization, debarment or denial of future Customs and & International Trade Authorizations against any of the Company or its Subsidiaries or any of their respective directors, officers, employees officers or, to the Knowledge of the Company, agents employees or agents, of the Company or any of its Subsidiaries (in their capacity as such) in connection with any actual or alleged violation of any applicable Customs and & International Trade Laws; and (iviii) to the Knowledge of the Company, since January October 1, 20162013, there have been no claimsinvestigations, investigations written claims or written requests for information by a Governmental Authority with respect to the Company’s and its Subsidiaries’ Customs and & International Trade Authorizations and compliance with applicable Customs and & International Trade Laws, except, in each case, as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole. (b) Neither the Company nor any of its Subsidiaries, nor any and no director, officerofficer or, employeeto the Knowledge of the Company, or agent thereof, employee thereof (i) is a Sanctioned Person; or (ii) has pending or, to the Knowledge of the Company, threatened claims against it with respect to Sanctions. (c) Each of the Company and its Subsidiaries and any director, officer or, to the Knowledge of the Company, employee thereof (i) is in compliance in all material respects with, and, since October 1, 2013, has not materially violated any Sanctions; and (ii) has in place adequate controls and systems reasonably designed to ensure compliance with applicable Customs and International Trade Laws pertaining to Sanctions in each of the jurisdictions in which the Company or any of its Subsidiaries conduct do or in the past have done business. (d) Since January 1, 2016, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any alleged irregularity, misstatement or omission, or other potential violation or liability arising under or relating to any applicable Customs and International Trade Laws.

Customs and International Trade Laws. (a) To the Knowledge of the Company, since January Since October 1, 20162013, the Company Parent and its Subsidiaries have been in compliance with all applicable Customs and & International Trade Laws and there are no unresolved formal claims or other Proceedings concerning the liability of any of the Company Parent or its Subsidiaries under such Laws. Without limiting the foregoing, (i) at all times since January October 1, 2016, each director, officer, employee, 2013 Parent and its Subsidiaries and, to the Knowledge of the CompanyParent, agent of the Company or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (ii) at all times since January 1, 2016, the Company, its Subsidiaries and Persons acting on their behalf have obtained all required import and export licenses and all other Consents required for the export, import or reexport of goods, services, software and technology required for the operation of the respective businesses of Parent and its Subsidiaries, including Customs and & International Trade Authorizations; (iiiii) since January October 1, 20162013, no Governmental Authority has initiated any Proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs and & International Trade Authorization, debarment or denial of future Customs and & International Trade Authorizations against any of the Company Parent or its Subsidiaries or any of their respective directors, officers, employees officers or, to the Knowledge of the CompanyParent, agents employees or agents, of Parent or any of its Subsidiaries (in their capacity as such) in connection with any actual or alleged violation of any applicable Customs and & International Trade Laws; and (iviii) to the Knowledge of Parent, since January October 1, 20162013, there have been no claimsinvestigations, investigations written claims or written requests for information by a Governmental Authority with respect to the CompanyParent’s and its Subsidiaries’ Customs and & International Trade Authorizations and compliance with applicable Customs and & International Trade Laws, except, in each case, as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole. (b) Neither the Company Parent nor any of its Subsidiaries, nor any and no director, officerofficer or, employeeto the Knowledge of Parent, or agent thereof, employee thereof (i) is a Sanctioned Person; or (ii) has pending or, to the Knowledge of Parent, threatened claims against it with respect to Sanctions. (c) Each of the Company Parent and its Subsidiaries and any director, officer or, to the Knowledge of Parent, employee thereof (i) is in compliance in all material respects with, and, since October 1, 2013, has not materially violated any Sanctions; and (ii) has in place adequate controls and systems reasonably designed to ensure compliance with applicable Customs and International Trade Laws pertaining to Sanctions in each of the jurisdictions in which the Company Parent or any of its Subsidiaries conduct do or in the past have done business. (d) Since January 1, 2016, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any alleged irregularity, misstatement or omission, or other potential violation or liability arising under or relating to any applicable Customs and International Trade Laws.

Customs and International Trade Laws. (a) To the Knowledge of the CompanyParent, since January 1, 2016, the Company Parent and its Subsidiaries have been in compliance with all applicable Customs and International Trade Laws and there are no unresolved formal claims or other Proceedings concerning the liability of any of the Company Parent or its Subsidiaries under such Laws. Without limiting the foregoing, (i) since January 1, 2016, each director, officer, employee, and, to the Knowledge of the CompanyParent, agent of the Company Parent or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (ii) at all times since January 1, 2016, the CompanyParent, its Subsidiaries and Persons acting on their behalf have obtained all required import and export licenses and all other Customs and International Trade Authorizations; (iii) since January 1, 2016, no Governmental Authority has initiated any Proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs and International Trade Authorization, debarment or denial of future Customs and International Trade Authorizations against any of the Company Parent or its Subsidiaries or any of their respective directors, officers, employees or, to the Knowledge of the CompanyParent, agents in connection with any actual or alleged violation of any applicable Customs and International Trade Laws; and (iv) since January 1, 2016, there have been no claims, investigations or requests for information by a Governmental Authority with respect to the CompanyParent’s and its Subsidiaries’ Customs and International Trade Authorizations and compliance with applicable Customs and International Trade Laws. (b) Neither the Company Parent nor any of its Subsidiaries, nor any director, officer, employee, or agent thereof, thereof is a Sanctioned Person. (c) Each of the Company Parent and its Subsidiaries has in place adequate controls and systems reasonably designed to ensure compliance with applicable Customs and International Trade Laws in each of the jurisdictions in which the Company Parent or any of its Subsidiaries conduct business. (d) Since January 1, 2016, neither the Company Parent nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any alleged irregularity, misstatement or omission, or other potential violation or liability arising under or relating to any applicable Customs and International Trade Laws.

Customs and International Trade Laws. (a) To the Knowledge of the Company, since Since January 1, 20162013, the Company and its Subsidiaries have been in compliance in all material respects with all applicable Customs and & International Trade Laws and there are no unresolved formal claims or other Proceedings concerning the liability of any of the Company or its Subsidiaries under such Laws. Without limiting the foregoing, (i) at all times since January 1, 20162013, each director, officer, employee, the Company and its Subsidiaries and, to the Knowledge of the Company, agent of the Company or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (ii) at all times since January 1, 2016, the Company, its Subsidiaries and Persons acting on their behalf have obtained all required import and export licenses and all other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, import, re-export or transfer of goods, services, software and technology required for the operation of the respective businesses of the Company and its Subsidiaries, including Customs and & International Trade Authorizations; (iiiii) since January 1, 20162013, no Governmental Authority has initiated any Proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs and & International Trade Authorization, debarment or denial of future Customs and & International Trade Authorizations against any of the Company or its Subsidiaries or any of their respective directors, officers, employees or, to the Knowledge of the Company, or agents in connection with any actual or alleged violation of any applicable Customs and & International Trade Laws; and (iviii) since January 1, 20162013, there have been no claims, investigations or requests for information by a Governmental Authority with respect to the Company’s and its Subsidiaries’ Customs and & International Trade Authorizations and compliance with applicable Customs and & International Trade Laws. (b) Neither the Company nor any of its Subsidiaries, nor any and no director, officerofficer or employee of any of the Company or its Subsidiaries, employee, or agent thereof, (i) is a Sanctioned Person; or (ii) has pending or, to the Knowledge of the Company, threatened claims against it with respect to Sanctions. (c) Each of the Company and its Subsidiaries and any director, officer or, to the Knowledge of the Company, employee thereof is in compliance with, and, since January 1, 2013, has not violated, any Sanctions; and the Company and its Subsidiaries have in place adequate controls and systems reasonably designed to ensure compliance with applicable Customs and International Trade Laws pertaining to Sanctions in each of the jurisdictions in which the Company or any of its Subsidiaries conduct do or in the past have done business. (d) Since January 1, 2016, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any alleged irregularity, misstatement or omission, or other potential violation or liability arising under or relating to any applicable Customs and International Trade Laws.

Customs and International Trade Laws. (a) To the Knowledge of the Company, since Since January 1, 20162017, the Company and its Subsidiaries have been in compliance in all material respects with all applicable Customs and & International Trade Laws and there are no unresolved formal claims or other Proceedings concerning the liability of any of the Company or its Subsidiaries under such Laws. Without limiting the foregoing, (i) at all times since January 1, 20162017, each director, officer, employee, the Company and its Subsidiaries and, to the Knowledge of the Company, agent of the Company or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (ii) at all times since January 1, 2016, the Company, its Subsidiaries and Persons acting on their behalf have obtained all required import and export licenses and all other consents, notices, waivers, approvals, Orders, authorizations, registrations, declarations, classifications and filings required for the export, import, re-export or transfer of goods, services, software and technology required for the operation of the respective businesses of the Company and its Subsidiaries, including Customs and & International Trade Authorizations; (iiiii) since January 1, 20162017, no Governmental Authority has initiated any Proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs and & International Trade Authorization, debarment or denial of future Customs and & International Trade Authorizations against any of the Company or its Subsidiaries or any of their respective directors, officers, employees or, to the Knowledge of the Company, or agents in connection with any actual or alleged violation of any applicable Customs and & International Trade Laws; and (iviii) since January 1, 20162017, there have been no claims, investigations or requests for information by a Governmental Authority with respect to the Company’s and its Subsidiaries’ Customs and & International Trade Authorizations and compliance with applicable Customs and & International Trade Laws. (b) Neither the Company nor any of its Subsidiaries, nor any and no director, officerofficer or employee of any of the Company or its Subsidiaries, employee, or agent thereof, (i) is a Sanctioned Person. ; or (cii) Each has pending or, to the Knowledge of the Company and its Subsidiaries has in place adequate controls and systems reasonably designed to ensure compliance with applicable Customs and International Trade Laws in each of the jurisdictions in which the Company or any of its Subsidiaries conduct business. (d) Since January 1Company, 2016, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority threatened claims against it with respect to any alleged irregularity, misstatement or omission, or other potential violation or liability arising under or relating to any applicable Customs and International Trade LawsSanctions.

Customs and International Trade Laws. (a) To Within the Knowledge of the Company, since January 1, 2016past five (5) years, the Company Corporation and its Subsidiaries each Subsidiary have been in material compliance with all applicable Customs and & International Trade Laws and there are no unresolved formal claims or other Proceedings concerning the liability of the Corporation or any of the Company or its Subsidiaries Subsidiary under such LawsLaws are unresolved. Without limiting the foregoing, within the past five (5) years (i) since January 1, 2016, the Corporation and each director, officer, employee, Subsidiary and, to the Knowledge knowledge of the CompanyCorporation, agent of the Company or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (ii) at all times since January 1, 2016, the Company, its Subsidiaries and Persons acting on their behalf have obtained all required import and export licenses and all other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, import, reexport or transfer of goods, services, software and technology required for the operation of the respective businesses of the Corporation and each Subsidiary, including any Authorizations required under Customs and & International Trade Authorizations; Laws, (iiiii) since January 1, 2016, no Governmental Authority Entity has initiated any Proceedings Action or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a any Authorization under Customs and & International Trade AuthorizationLaws, debarment or denial of future Authorizations under Customs and & International Trade Authorizations Laws against any of the Company Corporation or its Subsidiaries any Subsidiary or any of their respective directors, officers, employees or, to the Knowledge of the Company, or agents in connection with any actual or alleged violation of any applicable Customs and & International Trade Laws; Laws and (iviii) since January 1, 2016, there have been no written claims, investigations or requests for information by a Governmental Authority Entity with respect to the CompanyCorporation’s and its Subsidiaries’ Customs and International Trade each Subsidiary’s Authorizations and compliance with applicable Customs and & International Trade Laws. (b) Neither the Company Corporation nor any Subsidiary, and no director, officer or employee of any of the Corporation or its Subsidiaries, nor any director, officer, employee, or agent thereof, (i) is a Sanctioned Person, (ii) has, within the past five (5) years, engaged in any unlawful business or dealings, directly or indirectly, involving any Sanctioned Person, or (iii) has pending or, to the knowledge of the Corporation, threatened claims against it with respect to Sanctions. (c) Each of the Company Corporation and its Subsidiaries each Subsidiary and any director, officer or employee thereof (in such capacity) is in compliance with, and has not violated within the past five (5) years, any Sanctions, and the Corporation and each Subsidiary has in place adequate controls and systems reasonably designed to ensure provide reasonable assurances of compliance with applicable Customs and International Trade Laws pertaining to Sanctions in each of the jurisdictions in which the Company Corporation or any of its Subsidiaries conduct Subsidiary do, or in the past have done, business. (d) Since January 1, 2016, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any alleged irregularity, misstatement or omission, or other potential violation or liability arising under or relating to any applicable Customs and International Trade Laws.

Customs and International Trade Laws. (a) To During the Knowledge of the Companypast five (5) years, since January 1, 2016, the Company Parent and its Subsidiaries have been in material compliance with all applicable Customs and & International Trade Laws and and, to the knowledge of Parent, there are no unresolved formal claims or other Proceedings concerning the liability of any of the Company Parent or its Subsidiaries under such Customs & International Trade Laws, except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole. Without limiting the foregoing, (i) since January 1at all times during the past five (5) years, 2016, each director, officer, employee, Parent and its Subsidiaries and, to the Knowledge knowledge of the CompanyParent, agent of the Company or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (ii) at all times since January 1, 2016, the Company, its Subsidiaries and Persons acting on their behalf have obtained all required import and export licenses and all other necessary Customs and & International Trade Authorizations; (iiiii) since January 1, 2016in the last five (5) years, no Governmental Authority has initiated any Proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs and & International Trade Authorization, debarment or denial of future Customs and & International Trade Authorizations against any of the Company Parent or its Subsidiaries or any of their respective directors, officers, employees employees, or, to the Knowledge knowledge of the CompanyParent, agents (in their capacity as such) in connection with any actual or alleged violation of any applicable Customs and & International Trade Laws; and (iviii) since January 1, 2016in the past five (5) years, there have been no claims, investigations or requests for information by a Governmental Authority with respect to the CompanyParent’s and its Subsidiaries’ Customs and & International Trade Authorizations and or compliance with applicable Customs and & International Trade Laws, except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole. (b) Neither the Company Parent nor any of its Subsidiaries, nor any and no director, officer, employeeemployee or, or to the knowledge of Parent, agent thereof, thereof (i) is a Sanctioned Person; or (ii) has pending or, to the knowledge of Parent, threatened claims against it with respect to Sanctions. (c) Each of the Company Parent and its Subsidiaries and, to the knowledge of Parent, any of their respective directors, officers, employees, or agents (in their capacity as such) is in material compliance with, and, in the past five (5) years, has not materially violated, any Sanctions and has had in place adequate certain policies and controls and systems reasonably designed to ensure promote compliance with applicable Customs Sanctions and International Trade Laws in each of the jurisdictions in which the Company or any of its Subsidiaries conduct business. (d) Since January 1, 2016, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any alleged irregularity, misstatement or omission, or other potential violation or liability arising under or relating to any applicable Customs and International Trade Laws.

Customs and International Trade Laws. (ai) To the Knowledge of the Company, since Since January 1, 20162017, the Company and its Subsidiaries has been in, except as has not had, or would not reasonably be expected to have been a Company Material Adverse Effect, in compliance with all applicable Customs and & International Trade Laws and there are no unresolved formal claims or other Proceedings concerning the liability of any of the Company or its Subsidiaries under such Lawslaws. Without limiting the foregoing, (i) since January 1, 2016, each director, officer, employee, and, to the Knowledge of the Company, agent of the Company or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (iiA) at all times since January 1, 20162017, the Company and, to the knowledge of the Company, its Subsidiaries and Persons persons acting on their behalf have obtained all required import and export licenses and all other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, import, re-export or transfer of goods, services, software and technology required for the operation of the businesses of the Company, including Customs and & International Trade Authorizations; (iiiB) since January 1, 20162017, no Governmental Authority has initiated any Proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs and & International Trade Authorization, debarment or denial of future Customs and & International Trade Authorizations against any of the Company or its Subsidiaries or or, to the knowledge of the Company, any of their respective its directors, officers, employees or, to the Knowledge of the Company, or agents in connection with any actual or alleged violation of any applicable Customs and & International Trade Laws; Laws by the Company and (ivC) since January 1, 20162017, there have been no claims, claims or to the Company’s knowledge investigations or requests for information by a Governmental Authority with respect to the Company’s and its Subsidiaries’ Customs and & International Trade Authorizations and compliance with applicable Customs and & International Trade Laws. (bii) Neither the Company nor to the Company’s knowledge, any of its Subsidiariesdirectors, nor any director, officer, employee, officers or agent thereof, employees (A) is a Sanctioned Person; or (B) has pending or, to the knowledge of the Company, threatened claims with respect to violations of applicable laws pertaining to Sanctions. (ciii) Each The Company and each director acting in their capacity as a director of the Company, officer and, to the knowledge of the Company, employee is in compliance with, and, since January 1, 2017, has not violated, any applicable Sanctions; and the Company and its Subsidiaries has in place adequate controls and systems reasonably designed to ensure compliance with applicable Customs and International Trade Laws in each of the jurisdictions in which the Company or any of its Subsidiaries conduct businesslaws pertaining to Sanctions. (d) Since January 1, 2016, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any alleged irregularity, misstatement or omission, or other potential violation or liability arising under or relating to any applicable Customs and International Trade Laws.

Customs and International Trade Laws. (a) To Since January 1, 2018, the Knowledge Company, the Company Subsidiaries and, to the knowledge of the Company, since January 1, 2016, the Company and its Subsidiaries have been in compliance with all applicable Customs and International Trade Laws and there are no unresolved formal claims or other Proceedings concerning the liability of any of the Company or its Subsidiaries under such Laws. Without limiting the foregoing, (i) since January 1, 2016, each director, officer, employee, and, to the Knowledge of the Company, agent of the Company or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (ii) at all times since January 1, 2016, the Company, its Subsidiaries and Persons acting on their behalf have obtained all required import and export licenses and all other Customs and International Trade Authorizations; (iii) since January 1, 2016, no Governmental Authority has initiated any Proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs and International Trade Authorization, debarment or denial of future Customs and International Trade Authorizations against any of the Company or its Subsidiaries or any of their respective directors, officers, employees oragents and employees, to has been in compliance with: (a) all applicable sanctions Laws, including the Knowledge U.S. economic sanctions Laws administered by the U.S. Department of the CompanyTreasury, agents in connection with Office of Foreign Assets Control and the U.S. Department of State, (b) any actual or alleged violation Laws regarding the importation of any applicable goods, including the U.S. import Laws administered by U.S. Customs and Border Protection, (c) all applicable export control Laws, including the Export Administration Regulations administered by the U.S. Department of Commerce (“Commerce”) and the International Traffic in Arms Regulations Administered by the U.S. Department of State and (d) the anti-boycott Laws administered by Commerce and the U.S. Department of the Treasury (collectively, the “Customs & International Trade Laws; and (iv) since January 1”), 2016, there have been no claims, investigations or requests for information by a Governmental Authority with respect related to the Company’s and its Subsidiaries’ Customs and International Trade Authorizations and compliance with applicable Customs and International Trade Laws. regulation of exports (b) Neither the Company nor any including deemed exports), re-exports, transfers, releases, shipments, transmissions, imports or similar transfer of its Subsidiariesgoods, nor any directortechnology, officer, employeesoftware or services, or agent thereofany other transactions or business dealings, is a Sanctioned Person. (c) Each by or on behalf of the Company and its Subsidiaries has in place adequate controls and systems reasonably designed to ensure compliance with applicable Customs and International Trade Laws in each of the jurisdictions in which the Company or any of its Subsidiaries conduct business. Company Subsidiary. Without limiting the foregoing: (di) Since January 1, 2016, neither the Company nor any of its Subsidiaries Company Subsidiary has made any disclosure (voluntary or otherwise) involuntary disclosure or received written notice that it or they are subject to any Governmental Authority with respect civil or criminal Action, audit or any other inquiry, or has conducted any internal investigation, or is aware of any allegation involving or otherwise relating to any alleged irregularityor actual material violation of the Customs & International Trade Laws and (ii) there are no pending or, misstatement to the knowledge of the Company, threatened, Actions by a Governmental Authority of the Company, the Company Subsidiaries and, to the knowledge of the Company, each of their respective directors, officers, agents and employees in connection with any allegation involving or omission, or other potential violation or liability arising under or otherwise relating to any applicable alleged or actual violation of any Laws relating to the Customs and & International Trade Laws.

Customs and International Trade Laws. (a) To the Knowledge of the Company, since Since January 1, 20162012, the Company and its Subsidiaries have been in compliance in all material respects with all applicable Customs and & International Trade Laws and there are no unresolved formal claims or other Proceedings concerning the liability of any of the Company or its Subsidiaries under such Laws. Without limiting the foregoing, (i) at all times since January 1, 2016, each director, officer, employee, 2012 the Company and its Subsidiaries and, to the Knowledge of the Company, agent of the Company or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (ii) at all times since January 1, 2016, the Company, its Subsidiaries and Persons acting on their behalf have obtained all required import and export licenses and all other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, import, reexport or transfer of goods, services, software and technology required for the operation of the respective businesses of the Company and its Subsidiaries, including Customs and & International Trade Authorizations; (iiiii) since January 1, 2016, 2012 no Governmental Authority has initiated any Proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs and & International Trade Authorization, debarment or denial of future Customs and & International Trade Authorizations against any of the Company or its Subsidiaries or any of their respective directors, officers, employees or, to the Knowledge of the Company, or agents in connection with any actual or alleged violation of any applicable Customs and & International Trade Laws; and (iviii) since January 1, 20162012, there have been no claims, investigations or requests for information by a Governmental Authority with respect to the Company’s and its Subsidiaries’ Customs and & International Trade Authorizations and compliance with applicable Customs and & International Trade Laws. (b) Neither the Company nor any of its Subsidiaries, nor any and no director, officerofficer or employee of any of the Company or its Subsidiaries, employee, or agent thereof, (i) is a Sanctioned Person; or (ii) has pending or threatened claims against it with respect to Sanctions. (c) Each of the Company and its Subsidiaries and any director, officer or, to the Knowledge of the Company, employee thereof (i) is in compliance with, and, since November 1, 2012, has not violated, any Sanctions; and (ii) has in place adequate controls and systems reasonably designed to ensure compliance with applicable Customs and International Trade Laws pertaining to Sanctions in each of the jurisdictions in which the Company or any of its Subsidiaries conduct do or in the past have done business. (d) Since January 1, 2016, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any alleged irregularity, misstatement or omission, or other potential violation or liability arising under or relating to any applicable Customs and International Trade Laws.

Customs and International Trade Laws. (a) To the Knowledge of the Company, since Since January 1, 20162013, the Company and its Subsidiaries each Company Subsidiary have been in compliance with all applicable Customs and & International Trade Laws and there are no unresolved formal claims or other Proceedings concerning the liability of any of the Company or its Subsidiaries any Company Subsidiary under such Laws. Without limiting the foregoing, (i) at all times since January 1, 20162013, the Company and each director, officer, employee, Company Subsidiary and, to the Knowledge of the Company, agent of the Company or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (ii) at all times since January 1, 2016, the Company, its Subsidiaries and Persons acting on their behalf have obtained all required import and export licenses and all other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, import, reexport or transfer of goods, services, software and technology required for the operation of the respective businesses of the Company and each Company Subsidiary, including Customs and & International Trade Authorizations; , (iiiii) since January 1, 20162013, no Governmental Authority has initiated any Proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs and & International Trade Authorization, debarment or denial of future Customs and & International Trade Authorizations against any of the Company or its Subsidiaries any Company Subsidiary or any of their respective directors, officers, employees or, to the Knowledge of the Company, or agents in connection with any actual or alleged violation of any applicable Customs and & International Trade Laws; Laws and (iviii) since January 1, 20162013, there have been no claims, investigations or requests for information by a Governmental Authority with respect to the Company’s and its Subsidiaries’ each Company Subsidiary’s Customs and & International Trade Authorizations and compliance with applicable Customs and & International Trade Laws. (b) Neither the Company nor any Company Subsidiary, and no director, officer or employee of any of the Company or its Subsidiaries, nor any director, officer, employee, or agent thereof, (i) is a Sanctioned PersonPerson or (ii) has pending or threatened claims against it with respect to Sanctions. (c) Each of the Company and its Subsidiaries each Company Subsidiary and any director, officer or, to the Knowledge of the Company, other employee thereof (i) is in compliance with, and, since January 1, 2013, has not violated, any Sanctions and (ii) has in place adequate controls and systems reasonably designed to ensure compliance with applicable Customs and International Trade Laws pertaining to Sanctions in each of the jurisdictions in which the Company or any of its Subsidiaries conduct Company Subsidiary do, or in the past have done, business. (d) Since January 1, 2016, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any alleged irregularity, misstatement or omission, or other potential violation or liability arising under or relating to any applicable Customs and International Trade Laws.

Customs and International Trade Laws. (a) To the Knowledge of the Company, since January 1, 2016, the The Company and its Subsidiaries have been in compliance in all material respects with all applicable Customs and & International Trade Laws and there are no unresolved formal claims or other Proceedings concerning the liability of any of the Company or its Subsidiaries under such Laws. Without limiting the foregoing, (i) since January 1, 2016, each director, officer, employee, and, to the Knowledge of the Company, agent of the Company or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (ii) at all times since January 1, 2016, the Company, its Subsidiaries and Persons acting on their behalf have obtained all required material import and export licenses and all other material consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, import, re-export or transfer of goods, services, Software and technology required for the operation of the respective businesses of the Company and its Subsidiaries, including Customs and & International Trade Authorizations; (iiiii) since January 1, 2016, no Governmental Authority has initiated any Proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs and & International Trade Authorization, debarment or denial of future Customs and & International Trade Authorizations against any of the Company or its Subsidiaries or any of their respective directors, officers, employees or, to the Knowledge of the Company, or agents in connection with any actual or alleged violation of any applicable Customs and & International Trade Laws; and (iviii) since January 1, 2016, there have been no unresolved claims, investigations or requests for information by a Governmental Authority with respect to the Company’s and its Subsidiaries’ Customs and & International Trade Authorizations and compliance with applicable Customs and & International Trade Laws. (b) Neither the Company nor any of its Subsidiaries, nor any and no director, officerofficer or employee of any of the Company or its Subsidiaries, employee, or agent thereof, (i) is a Sanctioned Person; or (ii) has pending or threatened claims against it with respect to Sanctions. (c) Each of the Company and its Subsidiaries and any director, officer or employee thereof is in compliance with, and has not violated, any Sanctions; and the Company and its Subsidiaries have in place adequate controls and systems reasonably designed to ensure compliance with applicable Customs and International Trade Laws pertaining to Sanctions in each of the jurisdictions in which the Company or any of its Subsidiaries conduct do or in the past have done business. (d) Since January 1, 2016, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any alleged irregularity, misstatement or omission, or other potential violation or liability arising under or relating to any applicable Customs and International Trade Laws.

Customs and International Trade Laws. (a) To In the Knowledge of the Company, since January 1, 2016past five years, the Company Corporation and its Subsidiaries each Subsidiary have been in material compliance with all applicable Customs and & International Trade Laws and there are no unresolved formal claims or other Proceedings concerning the liability of the Corporation or any of the Company or its Subsidiaries Subsidiary under such LawsLaws are unresolved. Without limiting the foregoing, in the past five years, (i) since January 1the Corporation and each Subsidiary and their respective directors, 2016officers, each director, officer, employee, employees and, to the Knowledge knowledge of the CompanyCorporation, agent of the Company or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (ii) at all times since January 1agents, 2016, the Company, its Subsidiaries and Persons acting on their behalf have obtained all required import and export licenses and all other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, import, reexport or transfer of goods, services, software and technology required for the operation of the respective businesses of the Corporation and each Subsidiary, including any Authorizations required under Customs and & International Trade Authorizations; Laws, (iiiii) since January 1, 2016, no Governmental Authority Entity has initiated any Proceedings Action or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a any Authorization under Customs and & International Trade AuthorizationLaws, debarment or denial of future Authorizations under Customs and & International Trade Authorizations Laws against any of the Company Corporation or its Subsidiaries any Subsidiary or any of their respective directors, officers, employees or, to the Knowledge of the Company, or agents in connection with any actual or alleged violation of any applicable Customs and & International Trade Laws; Laws and (iviii) since January 1, 2016, there have been no written claims, investigations or requests for information by a Governmental Authority Entity with respect to the CompanyCorporation’s and its Subsidiaries’ Customs and International Trade each Subsidiary’s Authorizations and compliance with applicable Customs and & International Trade Laws. (b) Neither the Company Corporation nor any Subsidiary, director, officer or employee of any of the Corporation or its Subsidiaries, nor or, to the knowledge of the Corporation, any directoragent or other third party representative acting on behalf of the Corporation or its Subsidiaries, officer, employee, or agent thereof, (i) is a Sanctioned Person, (ii) has, in the past five years, engaged in any unlawful business or dealings, directly or indirectly, involving any Sanctioned Person, or (iii) has pending or threatened claims against it with respect to Sanctions. (c) Each of the Company Corporation and each Subsidiary and any director, officer or employee thereof, and, to the knowledge of the Corporation, each agent and other third party representative acting on behalf of the Corporation or its Subsidiaries Subsidiaries, (i) is in compliance with, and has not violated, in the past five years, any Sanctions, and (ii) has in place adequate controls and systems reasonably designed to ensure promote compliance with applicable Customs and International Trade Laws pertaining to Sanctions in each of the jurisdictions in which the Company Corporation or any of its Subsidiaries conduct Subsidiary do, or in the past have done, business. (d) Since January 1, 2016, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any alleged irregularity, misstatement or omission, or other potential violation or liability arising under or relating to any applicable Customs and International Trade Laws.

Customs and International Trade Laws. (a) To During the Knowledge of the Company, since January 1, 2016past five (5) years, the Company and its Subsidiaries have been in material compliance with all applicable Customs and & International Trade Laws and and, to the knowledge of the Company, there are no unresolved formal claims or other Proceedings concerning the liability of any of the Company or its Subsidiaries under such Customs & International Trade Laws, except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Without limiting the foregoing, (i) since January 1at all times during the past five (5) years, 2016, each director, officer, employee, the Company and its Subsidiaries and, to the Knowledge knowledge of the Company, agent of the Company or any of its Subsidiaries has been in compliance with all applicable Customs and International Trade Laws; (ii) at all times since January 1, 2016, the Company, its Subsidiaries and Persons acting on their behalf have obtained all required import and export licenses and all other necessary Customs and & International Trade Authorizations; (iiiii) since January 1, 2016in the last five (5) years, no Governmental Authority has initiated any Proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs and & International Trade Authorization, debarment or denial of future Customs and & International Trade Authorizations against any of the Company or its Subsidiaries or or, to the knowledge of the Company, any of their respective directors, officers, employees oremployees, to the Knowledge of the Company, or agents (in their capacity as such) in connection with any actual or alleged violation of any applicable Customs and & International Trade Laws; and (iviii) since January 1, 2016in the past five (5) years, there have been no claims, investigations or requests for information by a Governmental Authority with respect to the Company’s and its Subsidiaries’ Customs and & International Trade Authorizations and or compliance with applicable Customs and & International Trade Laws, except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (b) Neither the Company nor any of its Subsidiaries, nor any and no director, officer, employeeemployee or, or to the knowledge of the Company, agent thereof, thereof (i) is a Sanctioned Person; or (ii) has pending or, to the knowledge of the Company, threatened claims against it with respect to Sanctions. (c) Each of the Company and its Subsidiaries and, to the knowledge of the Company, any of their respective directors, officers, employees, or agents (in their capacity as such) is in material compliance with, and, in the past five (5) years, has not materially violated, any Sanctions and has had in place adequate certain policies and controls and systems reasonably designed to ensure promote compliance with applicable Customs Sanctions and International Trade Laws in each of the jurisdictions in which the Company or any of its Subsidiaries conduct business. (d) Since January 1, 2016, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any alleged irregularity, misstatement or omission, or other potential violation or liability arising under or relating to any applicable Customs and International Trade Laws.