Common use of Export and Import Control Laws Clause in Contracts

Export and Import Control Laws. (a) The Company has, at all times, conducted its export and import transactions in accordance with all applicable Export and Import Control Laws. Without limiting the foregoing: (i) the Company has obtained all export licenses, registrations and other approvals required for its exports of products, software, technical data, and technologies under applicable Export and Import Control Laws; (ii) the Company is in compliance with the terms of all applicable Export and Import Approvals; (iii) Company has not received any communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations or other approvals, or otherwise in respect of Export and Import Control Laws; (iv) there are no pending or threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company with respect to any Export and Import Control Laws; and (v) there are no actions, conditions or circumstances pertaining to the Company’s export or import transactions that may give rise to any future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under the Export and Import Control Laws. (b) The Company has not exported, reexported or transferred any products to, or engaged in any business or transactions with, (i) any country or territory that is subject to an embargo or designated as a state sponsor of terrorism by the U.S. Government (collectively, the “Embargoed Countries”); (ii) any instrumentality, agent, entity, or individual that is located in, or acting on behalf of or directly or indirectly owned or controlled by any governmental entity of, any Embargoed Country; or (iii) engaged in any transactions or dealings with any organization, entity, or individual identified on any Prohibited Party Lists. (c) The Company has not made any voluntary disclosure to the Directorate of Defense Trade Controls, U.S. Department of State, or voluntary self-disclosure to the Bureau of Industry and Security, U.S. Department of Commerce, or to any other U.S. or foreign Governmental Authority with respect to possible violations of Export and Import Control Laws, and there is no circumstance or event that requires such a voluntary disclosure or voluntary self-disclosure to be made; (d) No approvals from a Governmental Authority are required for the Company to retain any Export and Import Approvals following the consummation of the Stock Sale. (e) The Company has established and maintains a compliance program and reasonable internal controls and procedures appropriate to comply with the requirements of Export and Import Control Laws.

Export and Import Control Laws. (a) The Each Group Company has, at all timestimes in the five (5) years prior to the date of this Agreement, conducted its export and import transactions in accordance material compliance with all applicable Export and Import Control Laws. Without limiting the foregoing: (i) the Company has obtained all export licenses, registrations and other approvals required required, as of the date hereof, for its exports of products, software, technical data, and technologies under applicable Export and Import Control Laws; (ii) all such licenses, registrations or other approvals are valid, current and in full force and effect; (iii) the Company is in compliance with the terms of all applicable Export and Import Approvals; (iiiiv) in the five (5) years prior to the date of this Agreement, the Company has not received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations or other approvals, or otherwise in respect of Export and Import Control Laws; (ivv) there are no pending or or, to the Knowledge of the Company, threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company with respect to any Export and Import Control Laws; and (vvi) to the Knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s export or import transactions that may give rise to any future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under the Export and Import Control Laws. (b) The In the five (5) years prior to the date of this Agreement, each Group Company has not exportedprocured appropriate export licenses and approvals prior to releasing, reexported sharing or transferred otherwise exporting any products totechnology or technical data to any foreign nationals, or engaged in any business or transactions with, (i) any country or territory that is subject to an embargo or designated as a state sponsor of terrorism by the U.S. Government (collectively, the “Embargoed Countries”); (ii) any instrumentality, agent, entity, or individual that is located in, or acting on behalf of or directly or indirectly owned or controlled by any governmental entity of, any Embargoed Country; or (iii) engaged in any transactions or dealings with any organization, entity, or individual identified on any Prohibited Party Listswherever located. (c) The In the five (5) years prior to the date of this Agreement, the Company has not made any voluntary disclosure to the Directorate of Defense Trade Controls, U.S. Department of State, or voluntary self-disclosure to the Bureau of Industry and Security, U.S. Department of Commerce, or to any other U.S. or foreign Governmental Authority with respect to possible violations of Export and Import Control Laws, and and, to the Knowledge of the Company, there is no circumstance or event that requires such a voluntary disclosure or voluntary self-disclosure to be made;. (d) No approvals from a Governmental Authority are required for the Company to retain any Export and Import Approvals following the consummation of the Stock Sale. (e) The Company has established and maintains a compliance program and reasonable internal controls and procedures appropriate to comply with the requirements of Export and Import Control Laws. (e) In the five (5) years prior to the date of this Agreement, no Group Company has provided, sold to, or otherwise transferred, without any required approval from the U.S. Government, any products, software, hardware, technology, or services, directly or indirectly, to (i) Cuba, Iran, North Korea, Syria, the Crimea region of the Ukraine, or any other country or territory against which the United States maintains an economic embargo in violation of applicable Laws; (ii) any instrumentality, agent, entity, or individual that is acting on behalf of, or directly or indirectly owned or controlled by, any Governmental Authority of such countries in violation of applicable Laws; (iii) nationals of such countries in violation of applicable Laws; or (iv) any organization, entity, or individual appearing on a U.S. Government list of parties with whom companies are prohibited from transacting business including the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, which are maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the Denied Persons List, Entity List, and Unverified List, which are maintained by the Bureau of Industry and Security of the U.S. Department of Commerce, and the List of Debarred Parties maintained by the Directorate of Defense Trade Controls of the U.S. Department of State (the “Prohibited Party Lists”) in violation of applicable Laws. (f) None of the Group Companies or their respective owners, directors, officers, or employees (i) appears on a Prohibited Party List or is owned or controlled by an individual or entity that is on the Prohibited Party List; (ii) is the subject to any applicable sanctions administered or enforced by OFAC or any other relevant sanctions authority; or (iii) is located, organized, or resident in a country or territory that is subject to an economic embargo by the U.S. Government (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea region of the Ukraine). (g) In the four (4) years prior to the date of this Agreement, no Group Company has participated, directly or indirectly, in any boycotts or other similar practices in violation of, or triggering penalties under, the regulations of the U.S. Department of Commerce or Section 999 of the Code.

Export and Import Control Laws. (a) The Except as set forth in Section 3.20(a) of the Company hasDisclosure Schedule, the Company and each of its Subsidiaries have, at all times, conducted its export and import transactions in accordance compliance with all applicable Export and Import Control Laws. Without limiting the foregoing: foregoing but notwithstanding Section 3.20(a): (i) the Company has and each of its Subsidiaries have obtained all export licenses, registrations and other approvals and Permits required for its exports of products, software, technical data, and technologies under applicable Export and Import Control Laws; (ii) the Company and each of its Subsidiaries is in compliance with the terms of all applicable Export and Import Approvals; (iii) neither the Company nor any of its Subsidiaries has not received any written, or to the Company’s knowledge, oral communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations or other approvals, or otherwise in respect of Export and Import Control Laws; (iv) there are no pending or or, to the Company’s knowledge, threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company or any of its Subsidiaries with respect to any Export and Import Control Laws; and (v) there are no actions, conditions or circumstances pertaining to the Company’s or any of its Subsidiaries' export or import transactions that may are reasonably expected to give rise to any future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under the Export and Import Control Laws; and (vi) the Company and each of its subsidiaries have in place adequate controls and systems, consistent with a company of its size and scope of operations, to ensure compliance with Export and Import Laws. (b) The Except as set forth in Section 3.20(a) of the Company has not exported, reexported or transferred any products to, or engaged in any business or transactions with, (i) any country or territory that is subject to an embargo or designated as a state sponsor of terrorism by the U.S. Government (collectivelyDisclosure Schedule, the “Embargoed Countries”); (ii) any instrumentality, agent, entity, or individual that is located in, or acting on behalf of or directly or indirectly owned or controlled by any governmental entity of, any Embargoed Country; or (iii) engaged in any transactions or dealings with any organization, entity, or individual identified on any Prohibited Party Lists. (c) The Company has not made any voluntary disclosure to the Directorate of Defense Trade Controls, U.S. Department of State, any Governmental or voluntary self-disclosure to the Bureau of Industry and Security, U.S. Department of Commerce, or to any other U.S. or foreign Governmental Regulatory Authority with respect to possible violations of Export and Import Control Laws, and and, to the Company’s knowledge, there is no circumstance or event that requires such a voluntary disclosure or voluntary self-disclosure to be made;. (dc) No approvals from a Governmental or Regulatory Authority are required for the Company or any of its Subsidiaries to retain any Export and Import Approvals following the consummation of the Stock Saletransaction contemplated hereunder. (e) The Company has established and maintains a compliance program and reasonable internal controls and procedures appropriate to comply with the requirements of Export and Import Control Laws.

Export and Import Control Laws. (a) The Company hasand the Company Subsidiaries have, at all timeswithin the preceding five (5) years, conducted its their respective export and import transactions in accordance with all applicable Export and Import Control Laws, except for immaterial violation of a Law. Without limiting the foregoing: (i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations and other approvals required for its respective exports of products, software, technical dataservices, and technologies under applicable Export and Import Control Laws; (ii) each of the Company and the Company Subsidiaries is in material compliance with the terms of all applicable Export and Import Approvals; (iii) neither the Company nor any of the Company Subsidiaries has not received any communication alleging that it is not or may not be in compliance with, or has, or may have anyhave, any liability under any such applicable export licenses, registrations or other approvals, or otherwise in respect of any applicable Export and Import Control Laws; (iv) there are no pending or or, to the Knowledge of the Company, threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against either the Company or any of the Company Subsidiaries with respect to any applicable Export and Import Control Laws; and (v) there are no actions, conditions or circumstances pertaining to the Company’s or any of the Company Subsidiaries’ export or import transactions that may could reasonably be expected to give rise to any legitimate future legal claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions against the Company or any Company Subsidiary under the any applicable Export and Import Control Laws. Further, without limiting the foregoing: (a) Except as set forth in Section ‎5.26(a) of the Company Disclosure Schedule, the Company and the Company Subsidiaries have never conducted business, including but not limited to exporting, reexporting, transferring or otherwise providing any products, software, services, or technologies to a person in a country subject to a comprehensive embargo by the United States for end-use in any such country. (b) The Except as set forth in Section ‎5.26(a) of the Company has Disclosure Schedule, the Company and the Company Subsidiaries have not, without any required approval or authorization from any Governmental Authority, conducted business, directly or indirectly, including but not exportedlimited to exporting, reexported reexporting, transferring or transferred otherwise providing any products toproducts, software, services, or engaged in any business or transactions withtechnologies, (i) any country or territory that is to a person subject to an embargo sanctions imposed by any Governmental Authority, including but not limited to a person listed on or designated as a state sponsor of terrorism by the U.S. Government (collectively, the “Embargoed Countries”); (ii) any instrumentality, agent, entity, or individual that is located in, or acting on behalf of or directly or indirectly owned or controlled by any governmental entity ofa person listed on the U.S. Treasury Department’s List of Specially Designated Nationals, any Embargoed Country; and the U.S. Commerce Department’s List of Denied Persons or (iii) engaged in any transactions or dealings with any organization, entity, or individual identified on any Prohibited Party ListsEntity List. (c) The Company has not made any voluntary disclosure to the Directorate of Defense Trade Controls, U.S. Department of State, or voluntary self-disclosure to the Bureau of Industry and Security, U.S. Department of Commerce, or to any other U.S. or foreign Governmental Authority with respect to possible violations of Export and Import Control Laws, and there is no circumstance or event that requires such a voluntary disclosure or voluntary self-disclosure to be made; (d) No approvals from a Governmental Authority are required for the Company or any of the Company Subsidiaries to retain any Export and Import Approvals following the consummation of the Stock SaleAcquisition. (e) The Company has established and maintains a compliance program and reasonable internal controls and procedures appropriate to comply with the requirements of Export and Import Control Laws.