Common use of Export Control and Economic Sanctions Laws Clause in Contracts

Export Control and Economic Sanctions Laws. (a) Since December 31, 2016, Everest and each of its Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of economic sanctions and export control Laws, including, without limitation, United States Executive Order 13224, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations and all economic sanctions Laws, including those administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury, the United States Department of the Treasury, the Office of Foreign Assets Control and other applicable export laws of the countries where it conducts business or provides or offers services (collectively, the “Sanctions Laws”). (b) Since December 31, 2016: (i) neither Everest nor any of its Subsidiaries, nor, to the Knowledge of Everest, any of their respective officers, directors, employees, distributors, agents or any other Person acting on Everest’s or any of its Subsidiaries’ behalf, (A) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury; (B) is otherwise a party with whom, or has its principal place of business or the majority of its business operations (measured by revenues) located in a country in which, transactions are prohibited by any Sanctions Law; (C) has been convicted of or charged with a felony relating to money laundering; (D) to the Knowledge of Everest, is under investigation by any Governmental Entity for money laundering or (E) to the Knowledge of Everest, is subject to any pending or threatened (in writing) investigations or claims related to Sanctions Laws; (ii) to the Knowledge of Everest, Everest and each of its Subsidiaries is and has been at all times since December 31, 2016 in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals or other authorizations; (iii) neither Everest nor any of its Subsidiaries has 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; and (iv) there are no pending or, to the Knowledge of Everest, threatened claims against, or audits or investigations of, Everest or any of its Subsidiaries with respect to such export licenses, registrations or other approvals.

Export Control and Economic Sanctions Laws. (a) Since December 31During the past five (5) years, 2016, Everest the Company and each of its the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of U.S. economic sanctions and export control Lawslaws and regulations, including, without limitation, United States Executive Order 13224, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations and all economic sanctions Lawslaws, including those administered by the United Nations Security Councilcouncil, the European Union, Her Majesty’s Treasury, the United States Department of the Treasury, the Office of Foreign Assets Control and other applicable export laws of the countries where it conducts business or provides or offers services (collectively, the “Sanctions Laws”).. Without limiting the foregoing, during the past five (5) years: (b) Since December 31, 2016: (i) neither Everest nor None of the Company or any of its SubsidiariesCompany Subsidiary, nor, to the Knowledge knowledge of Everestthe Company, any of their respective officers, officers or directors, employees, distributors, agents or any other Person acting on Everest’s or any of its Subsidiaries’ behalf, (Ai) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury; (Bii) is otherwise a party with whom, or has its principal place of business or the majority of its business operations (measured by revenues) located in a country in which, transactions are prohibited by any Sanctions Lawthe Sanction Laws; (Ciii) has been convicted of or charged with a felony relating to money laundering; (Div) to the Knowledge knowledge of Everestthe Company, is under investigation by any Governmental Entity Authority for money laundering or (Ev) to the Knowledge knowledge of Everestthe Company, is subject to any pending or threatened (in writing) investigations or claims related to Sanctions Sanction Laws; (iic) The Company and each Company Subsidiary maintain auditing and monitoring processes and systems of internal controls as part of their compliance programs that are reasonably adequate to ensure compliance with all Laws pertaining to the Knowledge of EverestFCPA, Everest the Bribery Act and the Sanctions Laws. (d) the Company and each of the Company Subsidiaries has obtained all export licenses, registrations, approvals and other authorizations required for its exports of products, software and technology from the United States and re-exports of products, software and technology subject to U.S. law; (e) the Company and each of the Company Subsidiaries is and has been at all times since December 31, 2016 in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals or other authorizations; (iiif) neither Everest the Company nor any of its the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has has, or may have any any, liability under, under any such applicable export licenses, registrations or other approvals; and (ivg) there are no pending or, to the Knowledge knowledge of Everestthe Company, threatened claims against, or audits or investigations of, Everest the Company or any of its Subsidiaries Company Subsidiary with respect to such export licenses, registrations or other approvals.

Export Control and Economic Sanctions Laws. (a) Since December 31Except as would not, 2016individually or in the aggregate, Everest reasonably be expected to have a Material Adverse Effect, since January 1, 2017, the Company and each of its the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of U.S. economic and trade sanctions and export control Lawsand import controls, and U.S. antiboycott laws, statutes, rules, orders and regulations, including, without limitation, United States Executive Order 13224, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations Regulations, and all economic sanctions Laws, including those regulations administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury, the United States Department of the Treasury, the Office of Foreign Assets Control (31 CFR Part V), and other applicable economic or trade sanctions and export laws and import control laws, statutes, rules, regulations, and orders of the countries where it conducts business or provides or offers services (collectively, the “Sanctions LawsTrade Controls”).. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and without limiting the foregoing: (a) since January 1, 2017, the Company and each of the Company Subsidiaries has obtained all export licenses, registrations and other approvals required for its exports of products, software and technology from the United States and re-exports of products, software and technology subject to U.S. law; (b) Since December 31since January 1, 2016: (i) neither Everest nor any of its Subsidiaries2017, nor, to the Knowledge of Everest, any of their respective officers, directors, employees, distributors, agents or any other Person acting on Everest’s or any of its Subsidiaries’ behalf, (A) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury; (B) is otherwise a party with whom, or has its principal place of business or the majority of its business operations (measured by revenues) located in a country in which, transactions are prohibited by any Sanctions Law; (C) has been convicted of or charged with a felony relating to money laundering; (D) to the Knowledge of Everest, is under investigation by any Governmental Entity for money laundering or (E) to the Knowledge of Everest, is subject to any pending or threatened (in writing) investigations or claims related to Sanctions Laws; (ii) to the Knowledge of Everest, Everest Company and each of its the Company Subsidiaries is and has been at all times since December 31, 2016 in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals or other authorizations; (iii) neither Everest nor any of its Subsidiaries has 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; (c) since January 1, 2017, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers, directors or employees, nor to the knowledge of the Company, any agent or other third party representative acting on behalf of the Company or any of the Company Subsidiaries has been (i) a Sanctioned Person; or (ii) engaging in any dealings or transactions with or for the benefit of any Sanctioned Person or in any Sanctioned Country; and (ivd) since January 1, 2017 to the date of this Agreement, there are no pending or, to the Knowledge knowledge of Everestthe Company, threatened claims against, or audits or investigations by a Governmental Authority of, Everest the Company or any of its Company Subsidiary, nor has the Company or any Company Subsidiaries received any written notice, inquiry, allegation, or made any voluntary or involuntary disclosure to a Governmental Authority with respect to such export licenses, registrations or other approvalsapprovals or Trade Controls.

Export Control and Economic Sanctions Laws. (a) Since December 31The Company, 2016, Everest and each of its Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of economic sanctions and export control Laws, including, without limitation, United States Executive Order 13224, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations and all economic sanctions Laws, including those administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury, the United States Department of the Treasury, the Office of Foreign Assets Control and other applicable export laws of the countries where it conducts business or provides or offers services (collectively, the “Sanctions Laws”). (b) Since December 31, 2016: (i) neither Everest nor any of its Subsidiaries, northeir respective directors, officers, and employees, and, to the Knowledge of Everestthe Company, any of their respective officers, directors, employees, distributors, agents or any other Person acting on Everest’s or any of its Subsidiaries’ their behalf, (A) appears on the Specially Designated Nationals have conducted its international business transactions, including its export, re-export and Blocked Persons List import transactions, in accordance in all respects with applicable provisions of the Office of Foreign Assets Control import, export control, and economic sanctions laws and regulations, including but not limited to those of the United States Department and Israel. Without limiting the foregoing: (i) the Company and its Subsidiaries have obtained all necessary export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (A) the export, import and re-export of the Treasury; products, services, software and technologies and (B) is otherwise a party with whom, or has its principal place releases of business or the majority of its business operations (measured by revenues) technologies and software to foreign nationals located in a country the United States and abroad (collectively, "Export Approvals"), (ii) the Company is in whichcompliance with the terms of all applicable Export Approvals, transactions (iii) there are prohibited by any Sanctions Law; (C) has been convicted of or charged with a felony relating to money laundering; (D) no pending Legal Proceedings or, to the Knowledge of Everestthe Company, is under investigation by any Governmental Entity for money laundering or (E) threatened claims against the Company with respect to the Knowledge of Everestsuch Export Approvals, is subject to any pending or threatened (in writing) investigations or claims related to Sanctions Laws; (ii) to the Knowledge of Everest, Everest and each of its Subsidiaries is and has been at all times since December 31, 2016 in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals or other authorizations; (iii) neither Everest nor any of its Subsidiaries has 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; and (iv) there are no pending oractions, conditions or circumstances pertaining to the Knowledge of Everest, threatened claims againstCompany’s export transactions that would reasonably be expected to give rise to any future claims. The Company does not use or develop, or audits engage in, technology with military applications, modify its technology or investigations ofproducts for any military application, Everest or develop or engage in other technology whose development, commercialization or export requires a license under Israeli Law, and no Company business requires the Company to obtain a license from the Israeli Ministry of Defense, the Israeli Ministry of the Economy, or an authorized body thereof pursuant to any of the Israeli Defense Export Control Law - 2007 or the regulations promulgated thereunder, the Israeli Export and Import Ordinance - 1979, Section 2(a) of the Control of Products and Services Declaration (Engagement in Encryption), 1974, as amended or Control of Products and Services Order (Export of Warfare Equipment and Defense Information), 1991, as amended. (b) Neither the Company nor any of its Subsidiaries is, or has at any time been, done business, directly or indirectly, in a country subject to an embargo by the United States (currently Cuba, Iran, Syria, North Korea, and the Crimea region of the Ukraine), or conducted any business related to any U.S. embargoed country. Neither the Company nor any of its Subsidiaries is, or has at any time been, done business, directly or indirectly, including as a counterparty to any commercial agreement, with respect to such export licensesany Person who is listed on or otherwise covered by any sanctions persons list, registrations or other approvalsadministered by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce, the United Nations, and any Israeli governmental agency.

Export Control and Economic Sanctions Laws. (a) Since December 31, 2016, Everest Olympus and each of its Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of economic sanctions and export control Laws, including, without limitation, United States Executive Order 13224, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations and all economic sanctions Laws, including those administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury, the United States Department of the Treasury, the Office of Foreign Assets Control and other applicable export laws of the countries where it conducts business or provides or offers services (collectively, the “Sanctions Laws”). (b) Since December 31, 2016: (i) neither Everest Olympus nor any of its Subsidiaries, nor, to the Knowledge of EverestOlympus, any of their respective officers, directors, employees, distributors, agents or any other Person acting on EverestOlympus’s or any of its Subsidiaries’ behalf, (A) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury; (B) is otherwise a party with whom, or has its principal place of business or the majority of its business operations (measured by revenues) located in a country in which, transactions are prohibited by any Sanctions Law; (C) has been convicted of or charged with a felony relating to money laundering; (D) to the Knowledge of EverestOlympus, is under investigation by any Governmental Entity for money laundering or (E) to the Knowledge of EverestOlympus, is subject to any pending or threatened (in writing) investigations or claims related to Sanctions Laws; (ii) to the Knowledge of EverestOlympus, Everest Olympus and each of its Subsidiaries is and has been at all times since December 31, 2016 in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals or other authorizations; (iii) neither Everest Olympus nor any of its Subsidiaries has 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; and (iv) there are no pending or, to the Knowledge of EverestOlympus, threatened claims against, or audits or investigations of, Everest Olympus or any of its Subsidiaries with respect to such export licenses, registrations or other approvals.

Export Control and Economic Sanctions Laws. (a) Since December 31, 2016, Everest Olympus and each of its Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of economic sanctions and export control Laws, including, without limitation, United States Executive Order 13224, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations and all economic sanctions Laws, including those administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury, the United States Department of the Treasury, the Office of Foreign Assets Control and other applicable export laws of the countries where it conducts business or provides or offers services (collectively, the “Sanctions Laws”). (b) Since December 31, 2016: (i) neither Everest Olympus nor any of its Subsidiaries, nor, to the Knowledge of EverestOlympus, any of their respective officers, directors, employees, distributors, agents or any other Person acting on EverestOlympus’s or any of its Subsidiaries’ behalf, (A) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury; (B) is otherwise a party with whom, or has its principal place of business or the majority of its business operations (measured by revenues) located in a country in which, transactions are prohibited by any Sanctions Law; (C) has been convicted of or charged with a felony relating to money laundering; (D) to the Knowledge of EverestOlympus, is under investigation by any Governmental Entity for money laundering or (E) to the Knowledge of EverestOlympus, is subject to any pending or threatened (in writing) investigations or claims related to Sanctions Laws; (ii) to the Knowledge of EverestOlympus, Everest Olympus and each of its Subsidiaries is and has been at all times since December 31, 2016 in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals or other authorizations; (iii) neither Everest Olympus nor any of its Subsidiaries has 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; and (iv) there are no pending or, to the Knowledge of EverestOlympus, threatened claims against, or audits or investigations of, Everest Olympus or any of its Subsidiaries with respect to such export licenses, registrations or other approvals. (i) to the Knowledge of Olympus, Olympus and each of its Subsidiaries is and has been at all times since December 31, 2016 in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals or other authorizations; (ii) neither Olympus nor any of its Subsidiaries has 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; and (iii) there are no pending or, to the Knowledge of Olympus, threatened claims against, or audits or investigations of, Olympus or any of its Subsidiaries with respect to such export licenses, registrations or other approvals.

Export Control and Economic Sanctions Laws. (a) Since December 31Except as would not, 2016individually or in the aggregate, Everest reasonably be expected to have a Material Adverse Effect, since the IPO Date, the Company and each of its the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of U.S. economic sanctions and export control Lawslaws, regulations, orders and restrictive measures, including, without limitation, United States Executive Order 13224, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations Regulations, and all economic sanctions Laws, including those regulations administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury, the United States Department of the Treasury, the Office of Foreign Assets Control and (31 CFR Part V), other applicable export laws laws, regulations, orders and restrictive measures of the countries where it conducts business or provides or offers services business, and U.S. antiboycott requirements (collectively, the “Sanctions LawsTrade Controls”).. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, without limiting the foregoing: (a) since the IPO Date, the Company and each of the Company Subsidiaries has obtained all export licenses, registrations and other approvals required for its exports of products, software and technology from the United States and re-exports of products, software and technology subject to U.S. law; (b) Since December 31since the IPO Date, 2016: (i) neither Everest nor any of its Subsidiaries, nor, to the Knowledge of Everest, any of their respective officers, directors, employees, distributors, agents or any other Person acting on Everest’s or any of its Subsidiaries’ behalf, (A) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury; (B) is otherwise a party with whom, or has its principal place of business or the majority of its business operations (measured by revenues) located in a country in which, transactions are prohibited by any Sanctions Law; (C) has been convicted of or charged with a felony relating to money laundering; (D) to the Knowledge of Everest, is under investigation by any Governmental Entity for money laundering or (E) to the Knowledge of Everest, is subject to any pending or threatened (in writing) investigations or claims related to Sanctions Laws; (ii) to the Knowledge of Everest, Everest Company and each of its the Company Subsidiaries is and has been at all times since December 31, 2016 in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals registrations or other authorizationsapprovals; (iiic) since the IPO Date to the date of this Agreement, neither Everest the Company nor any of its the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has has, or may have any any, liability under, under any such applicable export licenses, registrations or other approvalsapprovals or any Trade Controls; and (ivd) since the IPO Date to the date of this Agreement, there are no pending or, to the Knowledge knowledge of Everestthe Company, threatened claims against, or audits or investigations of, Everest the Company or any of its Subsidiaries Company Subsidiary with respect to such export licenses, registrations or other approvals.