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

Export Control and Trade Sanctions Laws. The Company and each Subsidiary has at all times in the last six (6) years conducted its export, re-export and in-country transactions in accordance with all applicable import/export and trade sanctions Laws in all material respects, including those under the authority of U.S. Departments of Commerce (Bureau of Industry and Security) codified at 15 CFR, Parts 700-799; Homeland Security (Customs and Border Protection) codified at 19 CFR, Parts 1-199; State (Directorate of Defense Trade Controls) codified at 22 CFR, Parts 103, 120- 130; and Treasury (Office of Foreign Assets Control) codified at 31 CFR, Parts 500-599) and all comparable applicable export and import Laws outside the United States for each country where the Company and each Subsidiary conducts business (collectively, “Trade Laws”). Without limiting the foregoing, except as would not be material to the operation of the business as a whole, (i) the Company and each of its Subsidiaries has obtained all 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, re-export and transfer 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) the Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (iii) the Company and each Subsidiary has never, directly or indirectly, sold, exported, re-exported, transferred or provided any products, software, services or technology to any destination, entity, or person in Cuba, Iran, North Korea, Sudan, Syria, or the Crimea Region of the Ukraine or Restricted Person, (iv) there are no pending or threatened Actions against the Company or any Subsidiary with respect to such Export Approvals or Trade Laws, (v) no Export Approvals for the transfer of export licenses to Acquiror or the Surviving Corporation are required, or if required, such Export Approvals can be obtained expeditiously without cost; (vi) Section 3.19(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s and each Subsidiary’s products, services, software and technologies and the locations (city and country) where the Company or its Subsidiaries hosts its software as a service and or maintains a the software as a service; (vii) none of the Company or any Subsidiary is a Restricted Person and no Person affiliated with the Company or any Subsidiary, including its Employees, is a Restricted Person; and (viii) none of the Company or any Subsidiary, any current Employee, or, to the Knowledge of the Company, any other Person affiliated with the Company or any Subsidiary has any presence, directly or indirectly, in a country subject to comprehensive sanctions under the Trade Laws.

Export Control and Trade Sanctions Laws. The Company and each Subsidiary has at all times in the last six (6) years conducted its export, re-export and in-country transactions in accordance with all applicable import/export and trade sanctions Laws in all material respectsLaws, including those under the authority of U.S. Departments of Commerce (Bureau of Industry and Security) codified at 15 CFR, Parts 700-799; Homeland Security (Customs and Border Protection) codified at 19 CFR, Parts 1-199; State (Directorate of Defense Trade Controls) codified at 22 CFR, Parts 103, 120- 130; and Treasury (Office of Foreign Assets Control) codified at 31 CFR, Parts 500-599) and all comparable applicable export and import Laws outside the United States for each country where the Company and each Subsidiary conducts business (collectively, “Trade Laws”). Without limiting the foregoing, except as would not be material to the operation of the business as a whole, (i) the Company and each of its Subsidiaries has obtained all 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, re-export and transfer 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) the Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (iii) the Company and each Subsidiary has never, directly or indirectly, sold, exported, re-exported, transferred or provided any products, software, services or technology to any destination, entity, or person in Cuba, Iran, North Korea, Sudan, Syria, or the Crimea Region of the Ukraine or Restricted Person, (iv) there are no pending or, to the Company’s Knowledge, threatened Actions, audits, or threatened Actions investigations against the Company or any Subsidiary with respect to such Export Approvals or Trade Laws, (v) no Export Approvals for the transfer of export licenses to Acquiror or the Surviving Corporation are required, or if required, such Export Approvals can be obtained expeditiously without cost; (vi) Section 3.19(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s and each Subsidiary’s products, services, software and technologies and the locations (city and country) where the Company or its Subsidiaries hosts its software as a service and or maintains a the software as a service; (vii) none of the Company or any Subsidiary is a Restricted Person and no Person affiliated with the Company or any Subsidiary, including its Employeesemployees, is a Restricted Person; and (viii) none of the Company or any Subsidiary, Subsidiary or any current Employee, or, to the Knowledge of the Company, any other Person affiliated with the Company or any Subsidiary Employee has any presence, directly or indirectly, in a country subject to comprehensive sanctions under the Trade Laws.

Export Control and Trade Sanctions Laws. The In the past (5) years, the Company and each Subsidiary has at conducted all times in the last six (6) years conducted its export, re-export and in-country transactions in accordance with all applicable U.S. import/export , export, and trade sanctions Laws in all material respectslaw and regulations, including those under but not limited to the authority of U.S. Departments of Commerce (Bureau of Industry and Security) codified at 15 CFRExport Administration Regulations, Parts 700-799; Homeland Security (Customs and Border Protection) codified at 19 CFRthe International Traffic in Arms Regulations, Parts 1-199; State (Directorate of Defense Trade Controls) codified at 22 CFR, Parts 103, 120- 130; and Treasury (the regulations administered by the Office of Foreign Assets Control) codified at 31 CFRControl of the U.S. Treasury Department, Parts 500-599) and all comparable applicable import and export laws and import Laws regulations outside the United States for each country where the Company and each Subsidiary conducts business (collectively, “Trade Laws”). . (i) Without limiting the foregoing, except as would not be material to the operation of the business as a whole, : (ia) the Company and each of its Subsidiaries has obtained all required import and export and import licenses, license exceptions licenses and other consents, notices, waivers, approvals, Orderstimely filed all required filings, authorizationsand has assigned the appropriate export classifications to all products, registrations, declarations and filings with any Governmental Entity in each case as required for (A) the export, import, re-export and transfer its exports of products, servicessoftware, software and technologies from all applicable jurisdictions and (B) including releases of technologies and software source code to foreign nationals located in the United States and abroad (“Import/Export Approvals”); (iib) the Company and each of its Subsidiaries is in compliance with the terms of all applicable Import/Export Approvals; (iii) the Company and each Subsidiary has never, directly or indirectly, sold, exported, re-exported, transferred or provided any products, software, services or technology to any destination, entity, or person in Cuba, Iran, North Korea, Sudan, Syria, or the Crimea Region of the Ukraine or Restricted Person, (ivc) there are no pending or threatened Actions claims against the Company or any Subsidiary with respect to such Export Approvals or Trade Lawsimports, (v) no Export Approvals for the transfer of export licenses to Acquiror or the Surviving Corporation are requiredexports, classifications, or if required, such Import/Export Approvals can be obtained expeditiously without costApprovals; (vid) there are no pending or threatened investigations or other actions related to the imports or exports of the Company; and (e) there are no actions, conditions, or circumstances pertaining to the import or export transactions of the Company that would reasonably be expected to give rise to any material future claims; (f) Section 3.19(b3.20(b)(i) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s and each Subsidiary’s products, services, software and technologies and the locations (city and country) where the Company or its Subsidiaries hosts its software as a service and or maintains a the software as a service; (vii) none of the Company or any Subsidiary is a Restricted Person and no Person affiliated with the Company or any Subsidiary, including its Employees, is a Restricted Persontechnologies; and (viiig) none of the Company or any Subsidiary, any current Employee, or, maintains appropriate internal controls reasonably designed to the Knowledge of ensure compliance with Trade Law. (ii) Neither the Company, any of its directors, officers, employees, affiliates, nor to the Company’s knowledge, any agents or other Person affiliated with persons or entities acting on behalf of any of the Company foregoing: (i) is, or is owned or controlled by, a person listed on the any list of restricted parties maintained by OFAC including but not limited to the “Specially Designated Nationals and Blocked Persons” list (“SDN List”) or any Subsidiary similar list maintained by the United Nations, the European Union, any U.S. governmental authority, or any applicable other foreign authority; (ii) is, or is owned or controlled by, a person that is the subject of any of the sanctions administered by OFAC, or any equivalent sanctions or measures imposed by the United Nations, the European Union, any U.S. governmental authority, or any applicable other foreign authority (collectively, “Sanctions”), or has any presence, engaged in sanctionable conduct under Sanctions; (iii) directly or indirectly, has conducted within the past five years, conducts, or is otherwise involved with any unlawful business with or involving any governmental authority (or any sub-division thereof) or any person, entity, or project targeted by or located in a any country that is the subject of Sanctions; (iv) directly or indirectly supports or facilitates or plans to support or facilitate any transactions with or otherwise become involved with any such person, governmental authority, entity, or project in violation of Sanctions; or (v) is or in the past five years has been in violation of or subject to comprehensive sanctions under the Trade Laws.an investigation relating to Sanctions

Export Control and Trade Sanctions Laws. The Company and each Subsidiary has the Company Subsidiaries have at all times in the last six (6) years conducted its export, re-export and in-country transactions in accordance with all applicable import/export and trade sanctions Laws in all material respectsLaws, including those under the authority of U.S. Departments of Commerce (Bureau of Industry and Security) codified at 15 CFR, Parts 700-799; Homeland Security (Customs and Border Protection) codified at 19 CFR, Parts 1-199; State (Directorate of Defense Trade Controls) codified at 22 CFR, Parts 103, 120- 130; and Treasury (Office of Foreign Assets Control) codified at 31 CFR, Parts 500-599) and all comparable applicable export and import Laws outside the United States for each country where the Company and each Subsidiary conducts or the Company Subsidiaries conduct business (collectively, “Trade Laws”). Without limiting the foregoing, except as would not be material to the operation of the business as a whole, (i) the Company and each of its the Company Subsidiaries has have obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, Ordersorders, authorizations, registrations, declarations and filings with any Governmental Entity required for (A) the export, import, re-export and transfer 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) the Company and each of its the Company Subsidiaries is are in compliance with the terms of all applicable Export Approvals; (iii) the Company and each Subsidiary has the Company Subsidiaries have never, directly or indirectly, sold, exported, re-exportedreexported, transferred or provided any products, software, services or technology to any destination, entity, or person in Cuba, Iran, North Korea, Sudan, Syria, or the Donetsk People’s Republic, the Luhansk People’s Republic, or Crimea Region Regions of the Ukraine or to any Restricted Person, ; (iv) there are no pending or threatened Actions Legal Proceedings against the Company or any Subsidiary the Company Subsidiaries with respect to such Export Approvals or Trade Laws, ; (v) no Export Approvals for the transfer of export licenses to Acquiror or the Surviving Corporation Purchaser are required, or if required, such Export Approvals can be obtained expeditiously without cost; (vi) Section 3.19(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s and each Subsidiary’s products, services, software and technologies and the locations (city and country) where the Company or its Subsidiaries hosts its software as a service and or maintains a the software as a service; (vii) none of the Company or any Company Subsidiary is a Restricted Person and no Person affiliated with the Company or any Company Subsidiary, including its Employeesemployees, is a Restricted Person; and (viiivii) none of the Company or any Subsidiary, any current Employee, or, to the Knowledge of the Company, any other Company Subsidiary, any Person affiliated with the Company Company, or any Person affiliated with any Company Subsidiary has any presence, directly or indirectly, in a country subject to comprehensive sanctions under the Trade Laws.