Common use of Export Control and Import Laws Clause in Contracts

Export Control and Import Laws. (a) The Company and each of its Subsidiaries have complied with all applicable export and re-export control laws and regulations (“Export Controls”), including but not limited to the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State and any applicable anti-boycott compliance regulations. Neither the Company nor any of its Subsidiaries has directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of any products, software, or technology (including products derived from or based on such technology) to any destination, entity, or person prohibited by the Laws or regulations of the United States or any other country, without obtaining prior authorization from the competent Governmental Authorities as required by those Laws and regulations. The Company and its Subsidiaries are in compliance with all applicable U.S. and foreign import laws and regulations (“Import Restrictions”), including but not limited to Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations. (b) Section 3.23(b) of the Company Disclosure Schedule accurately describes all of the goods, services, items, software, technology, or technical data of the Company and its subsidiaries along with the appropriate classification, including their Export Control Classification Numbers (“ECCNs”) or designation on the U.S. Munitions List (“USML”). The Company and its Subsidiaries have complied with all terms and conditions of any license issued or approved by the Directorate of Defense Trade Controls, the Bureau of Industry and Security, or the Office of Foreign Assets Control which is or has been in force or any other export authorization used. (c) Except pursuant to valid licenses, the Company and its Subsidiaries have not released or disclosed controlled technical data or technology to any foreign national whether in the United States or abroad. (d) No action, proceeding, writ, injunction, claim, request for information, or subpoena is pending, or to the Company’s Knowledge, threatened, concerning or relating to any export or import activity of the Company or any Subsidiary. No voluntary self-disclosures have been filed by or for the Company or any of its Subsidiaries with respect to possible violations of Export Controls and Import Restrictions. (e) Neither the Company nor any of its Subsidiaries has knowledge of any fact or circumstance that could result in any liability for violation of Export Control and Import Restrictions. (f) The Company and its Subsidiaries have maintained all records required to be maintained in the Company’s and its Subsidiaries’ possession as required under the Export Control and Import Restrictions.

Export Control and Import Laws. (a) The Company and each of its Subsidiaries have complied in all material respects with all applicable export and re-export control laws and regulations (“Export Controls”), including but not limited to the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”)Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State and any applicable anti-boycott compliance regulations. Neither To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of any products, softwareSoftware, or technology (including products derived from or based on such technology) to any destination, entity, or person prohibited by the Laws or regulations of the United States or any other country, without obtaining prior authorization from the competent Governmental Authorities as required by those Laws and regulations. The Company and its Subsidiaries are in compliance with all applicable U.S. and foreign import laws and regulations (“Import Restrictions”), including but not limited to Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations. (b) Section 3.23(b) of the Company Disclosure Schedule accurately describes all of (i) the Company Products with their Export Control Classification Numbers or designation on the U.S. Munitions List, if any, and (ii) the licenses and license exceptions currently held or claimed by the Company and its Subsidiaries for the export of goods, services, items, softwareSoftware, technology, or technical data. The listed licenses and license exceptions are all of the licenses and exceptions necessary for the continued export of goods, services, items, Software, technology, or technical data of the Company or any Subsidiary. All such licenses are valid and its subsidiaries along with the appropriate classification, including their Export Control Classification Numbers (“ECCNs”) or designation on the U.S. Munitions List (“USML”)in full force and effect. The Company and its Subsidiaries have complied with all terms and conditions of any license issued or approved by the Directorate of Defense Trade Controls, the Bureau of Industry and Security, or the Office of Foreign Assets Control which is or has been in force or any other export authorization usedforce. (c) Except pursuant to valid licenses, the Company and its Subsidiaries have not released or disclosed controlled technical data or technology to any foreign national whether in the United States or abroad. (d) No action, proceeding, writ, injunction, claim, request for information, or subpoena is pending, or to the Knowledge of the Company’s Knowledge, threatened, concerning or relating to any export or import activity of the Company or any Subsidiary. No Since January 1, 2010, no voluntary self-disclosures have been filed by or for the Company or any of its Subsidiaries with respect to possible violations of Export Controls and Import Restrictions. (e) Neither the Company nor any of its Subsidiaries has knowledge is aware of any fact or circumstance that could result in any material liability for violation of Export Control and Import Restrictions. (f) The Since January 1, 2010, the Company and its Subsidiaries have maintained all records required to be maintained in the Company’s and its Subsidiaries’ possession as required under the Export Control and Import Restrictions.