Common use of Export Approvals Clause in Contracts

Export Approvals. (a) In the past three years, Pivotal and each of its Subsidiaries and each of its and their directors and officers have at all times conducted their export transactions in compliance in all material respects with all trade Laws and, to the knowledge of Pivotal, no agent, employee, consultant, representative or other Person acting on behalf of Pivotal or any of its Subsidiaries has, directly or indirectly, violated any provision of any trade Law. Without limiting the foregoing: (i) Pivotal and its Subsidiaries have obtained all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and Table of Contents filings with any Governmental Entity required for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”): (ii) Pivotal and its Subsidiaries are in compliance in all material respects with the terms of all Export Approvals; (iii) there are no pending or, to the knowledge of Pivotal, threatened claims against Pivotal or its Subsidiaries with respect to such Export Approvals; (iv) to the knowledge of Pivotal, there are no Legal Proceedings, conditions, or circumstances pertaining to Pivotal’s or its Subsidiaries’ export, re-export or import transactions that may give rise to any future claims; and (v) no Export Approvals for the transfer of export licenses to VMware or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost. (b) Section 3.23(b) of Pivotal Disclosure Letter sets forth, as of the date of this Agreement, the U.S. export control classifications applicable to Pivotal Products, Owned Pivotal Software and Pivotal Technology, and the basis for such classification. Pivotal, its Subsidiaries and their respective directors, officers, employees, distributors or agents do not (i) possess any information of the United States government that is classified for national security purposes pursuant to Executive Order 13526 or any related executive order, statute or regulation (“Classified Information”) or (ii) access Classified Information. Pivotal does not possess a facility security clearance administered by the Defense Security Service pursuant to the National Industrial Security Program Operating Manual (DoD 5220.22-M). None of Pivotal or its Subsidiaries engage in activities subject to the International Traffic in Arms Regulations.

Export Approvals. (a) In the past three years, Pivotal and each of its Subsidiaries and each of its and their directors and officers have at all times conducted their export transactions in compliance in all material respects with all trade Laws and, to the knowledge of Pivotal, no agent, employee, consultant, representative or other Person acting on behalf of Pivotal or any of its Subsidiaries has, directly or indirectly, violated any provision of any trade Law. Without limiting the foregoing: (i) Pivotal and its Subsidiaries have obtained all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and Table of Contents filings with any Governmental Entity required for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”): (ii) Pivotal and its Subsidiaries are in compliance in all material respects with the terms of all Export Approvals; (iii) there are no pending or, to the knowledge of Pivotal, threatened claims against Pivotal or its Subsidiaries with respect to such Export Approvals; (iv) to the knowledge of Pivotal, there are no Legal Proceedings, conditions, or circumstances pertaining to Pivotal’s or its Subsidiaries’ export, re-export or import transactions that may give rise to any future claims; and (v) no Export Approvals for the transfer of export licenses to VMware or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost. (b) Section 3.23(b) of Pivotal Disclosure Letter sets forth, as of the date of this Agreement, the U.S. export control classifications applicable to Pivotal Products, Owned Pivotal Software and Pivotal Technology, and the basis for such classification. Pivotal, its Subsidiaries and their respective directors, officers, employees, distributors or agents do not (i) possess any information of the United States government that is classified for national security purposes pursuant to Executive Order 13526 or any related executive order, statute or regulation (“Classified Information”) or (ii) access Classified Information. Pivotal does not possess a facility security clearance administered by the Defense Security Service pursuant to the National Industrial Security Program Operating Manual (DoD 5220.22-M). None of Pivotal or its Subsidiaries engage in activities subject to the International Traffic in Arms Regulations.

Export Approvals. (a) In Except as set forth in section 3.21(a) of the past three yearsCompany Disclosure Schedule, Pivotal the Company and each of its Subsidiaries and each of its and their directors and officers have have, at all times since January 1, 2016, conducted their export transactions in material compliance in all material respects with all trade Trade Laws and, to the knowledge Knowledge of Pivotalthe Company, no agent, employee, consultant, representative or other Person acting on behalf of Pivotal the Company or any of its Subsidiaries has, directly or indirectly, violated any provision of any trade Trade Law. Without limiting the foregoing, and except as set forth in section 3.21(a) of the Company Disclosure Schedule: (i) Pivotal the Company and its Subsidiaries have have, in the past three years, obtained or relied upon all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and Table of Contents filings with any Governmental Entity Authority required for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”):); (ii) Pivotal the Company and its Subsidiaries are in compliance in all material respects with the terms of all Export Approvals; (iii) there are no pending or, to the knowledge Knowledge of Pivotalthe Company, threatened claims against Pivotal the Company or its Subsidiaries with respect to such Export Approvals; (iv) to the knowledge Knowledge of Pivotalthe Company, there are no Legal Proceedings, conditions, or circumstances pertaining to Pivotalthe Company’s or its Subsidiaries’ export, re-export or import transactions that may give rise to any future claims; and (v) no Export Approvals for the transfer of export licenses to VMware Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost. (b) Section 3.23(b3.21(b) of Pivotal the Company Disclosure Letter Schedule sets forth, as of the date of this Agreementagreement, the U.S. export control classifications applicable to Pivotal the Company Products, Owned Pivotal Company Software and Pivotal Company Table of Contents Technology, and the basis for such classification. PivotalThe Company, its Subsidiaries and their respective directors, officers, employees, distributors or agents do not (i) possess any information of the United States government that is classified for national security purposes pursuant to Executive Order 13526 or any related executive order, statute or regulation (“Classified Information”) or (ii) access Classified Information, each of (i) and (ii) with respect to the business of the Company. Pivotal The Company does not possess a facility security clearance administered by the Defense Security Service pursuant to the National Industrial Security Program Operating Manual (DoD 5220.22-M). None of Pivotal the Company or its Subsidiaries engage in activities subject to the International Traffic in Arms Regulations.

Export Approvals. (a) In Except as set forth in section 3.21(a) of the past three yearsCompany Disclosure Schedule, Pivotal the Company and each of its Subsidiaries and each of its and their directors and officers have have, at all times since January 1, 2016, conducted their export transactions in material compliance in all material respects with all trade Trade Laws and, to the knowledge Knowledge of Pivotalthe Company, no agent, employee, consultant, representative or other Person acting on behalf of Pivotal the Company or any of its Subsidiaries has, directly or indirectly, violated any provision of any trade Trade Law. Without limiting the foregoing, and except as set forth in section 3.21(a) of the Company Disclosure Schedule: (i) Pivotal the Company and its Subsidiaries have have, in the past three years, obtained or relied upon all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and Table of Contents filings with any Governmental Entity Authority required for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”):); (ii) Pivotal the Company and its Subsidiaries are in compliance in all material respects with the terms of all Export Approvals; (iii) there are no pending or, to the knowledge Knowledge of Pivotalthe Company, threatened claims against Pivotal the Company or its Subsidiaries with respect to such Export Approvals; (iv) to the knowledge Knowledge of Pivotalthe Company, there are no Legal Proceedings, conditions, or circumstances pertaining to Pivotalthe Company’s or its Subsidiaries’ export, re-export or import transactions that may give rise to any future claims; and (v) no Export Approvals for the transfer of export licenses to VMware Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost. (b) Section 3.23(b3.21(b) of Pivotal the Company Disclosure Letter Schedule sets forth, as of the date of this Agreementagreement, the U.S. export control classifications applicable to Pivotal the Company Products, Owned Pivotal Company Software and Pivotal Company Technology, and the basis for such classification. PivotalThe Company, its Subsidiaries and their respective directors, officers, employees, distributors or agents do not (i) possess any information of the United States government that is classified for national security purposes pursuant to Executive Order 13526 or any related executive order, statute or regulation (“Classified Information”) or (ii) access Classified Information, each of (i) and (ii) with respect to the business of the Company. Pivotal The Company does not possess a facility security clearance administered by the Defense Security Service pursuant to the National Industrial Security Program Operating Manual (DoD 5220.22-M). None of Pivotal the Company or its Subsidiaries engage in activities subject to the International Traffic in Arms Regulations.