Common use of Export Control Laws Clause in Contracts

Export Control Laws. Each of the Company and each Subsidiary has conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (a) the Company 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 (i) the export, import and re-export of the Company Products and (ii) releases of the Company Products (collectively, “Export Approvals”), (b) the Company is in compliance with the terms of all applicable Export Approvals, (c) there are no pending or, to the Knowledge of the Company, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, (d) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (e) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the The Company and each Subsidiary has in all material respects conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (ai) the Company and each Subsidiary has obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) the Company and each Subsidiary is in material compliance with the terms of all applicable Export Approvals, (ciii) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, (div) to the knowledge of the Company, there are no actions, conditions or presently existing circumstances pertaining to the Company’s or any Subsidiary’s export transactions that would reasonably be expected to give rise to constitute a reasonable basis for any future claims and (ev) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation Buyer are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the The Company and each Subsidiary has conducted its export transactions in accordance in all respects with applicable provisions of United States U.S. export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States U.S. Department of Commerce and/or the United States U.S. Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (ai) the Company represents and warrants that it has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not obtained all any export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (b) the Company is in compliance with the terms of all applicable Export Approvals, (cii) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the Company or any Subsidiary with respect to the absence of such Export Approvals, (diii) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (eiv) no Export Approvals for the transfer of export licenses to Parent Acquirer or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the The Company and each Subsidiary has conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (ai) the Company 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 (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) the Company is in compliance with the terms of all applicable Export Approvals, (ciii) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, (div) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (ev) no Export Approvals for the transfer of export licenses to Parent Acquirer, any of its Affiliates or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the Group Company and each Subsidiary has conducted its export transactions in accordance in all respects with applicable provisions of European Union, United Kingdom and United States export and re-export controls, including the European Union Dual-Use Regulation (Council Regulation (EC) No 428/2009), Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States U.S. Department of Commerce and/or the United States U.S. Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (ai) the Company has Group Companies have 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 (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) the each Group Company is in compliance with the terms of all applicable Export Approvals, (ciii) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the any Group Company or any Subsidiary with respect to such Export Approvals, (div) there are no actions, conditions or circumstances pertaining to the any Group Company’s export transactions that would reasonably be expected to give rise to any future claims and (ev) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation Purchaser are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of During the five (5) years prior to the Agreement Date, the Company and each Subsidiary has conducted its export transactions in accordance in all material respects with applicable provisions of United States export and re-export controls, including the Export Administration Act Act, and the Export Administration Regulations, the regulations administered by the Office of Foreign Assets Control Regulationsof the U.S. Treasury Department (“OFAC”), the International Traffic in Arms Regulations and other controls administered by OFAC, the United States Department of Commerce and/or Commerce, the United States Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (ai) the Company and each Subsidiary has obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) the Company and each Subsidiary is in material compliance with the terms of all applicable Export Approvals, (ciii) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, (div) to the knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that would reasonably be expected to give rise to any future claims enforcement action by a Governmental Entity and (ev) no Export Approvals for the transfer of export licenses to Parent Acquirer or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the Acquired Company and each Subsidiary has conducted its export transactions in accordance in all respects with applicable provisions of United States export and export, re-export export, and transfer controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other trade controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the such Acquired Company or any Subsidiary conducts businessbusiness (collectively, “Export Laws”). Without limiting the foregoing: (ai) the each Acquired Company has obtained or documented all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations declarations, correspondence, and filings with any Governmental Entity Body required for (iA) the import, export, import and re-export export, and transfer of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) the each Acquired Company is in compliance with the terms of all applicable Export Approvals, (ciii) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the any Acquired Company or any Subsidiary with respect to non-compliance with, or termination of, such Export Approvals, (div) there are no actions, conditions or circumstances pertaining to the any Acquired Company’s export transactions that would reasonably be expected to give rise to any future claims under applicable Export Laws and (ev) no Export Approvals for the transfer of export licenses to Parent Parent, any of its Affiliates or the Surviving Corporation Company are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the Company and each Subsidiary has The Acquired Companies have conducted its export all transactions in accordance in all respects with applicable provisions of United States export control laws and re-export controlsregulations, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls Regulations, the regulations administered by the United States Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and the economic sanctions and export control laws and regulations of Commerce and/or the United States Department of State and all any other applicable import/export controls in other countries in which the Company or any Subsidiary conducts businessjurisdiction. Without limiting the foregoing: (ai) the Company has Acquired Companies have obtained all export and import licenses, license exceptions licenses and other consents, notices, waivers, approvals, orderstimely filed all required filings and have assigned the appropriate export classifications to all products, authorizations, registrations, declarations and filings with any Governmental Entity in each case as required for (i) their exports of products, software and technologies from the export, import United States and re-export of the Company Products and any other applicable jurisdiction; (ii) releases of the Company Products (collectively, “Export Approvals”), (b) the Company is Acquired Companies are in compliance with the terms of all applicable Export Approvalsexport licenses, classifications, filing requirements or other approvals; (ciii) there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary Acquired Companies with respect to such Export Approvalsexports, classifications, required filings or other approvals; (div) there are no pending investigations related to the Acquired Companies’ exports; and (v) there are no actions, conditions conditions, or circumstances pertaining to the Company’s Acquired Companies’ export transactions that would reasonably be expected to give rise to any material future claims and claims. Neither the Acquired Companies nor any of the Acquired Companies’ directors, officers, employees or agents have engaged in any business or dealings, directly or indirectly, with any party that is (ex) no Export Approvals for the transfer subject of export licenses to Parent sanctions administered by OFAC; or (y) located, organized, or ordinarily resident in any jurisdiction that is the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material costsubject of comprehensive sanctions administered by OFAC.

Export Control Laws. Each of the The Company and each Subsidiary has of its Subsidiaries have in the past six (6) years conducted its export and re-export transactions in accordance in all material respects with (x) all applicable provisions of United States U.S. export and re-export controlscontrol Legal Requirements, including the Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations, economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control RegulationsControl, and the International Traffic in Arms Regulations and other controls administered maintained by the United States Department of Commerce and/or the United States Department of State State, and (y) all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts and each of its Subsidiaries conduct business. Without limiting the foregoing: , (ai) the Company has and each of its Subsidiaries have in the past three (3) years obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizations, registrations, declarations and filings with any Governmental Entity required for (iA) the any export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), ; (bii) the Company is and each of its Subsidiaries are in compliance with the terms of all applicable Export Approvals, ; (ciii) there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals, Approvals or export or re-export transactions; (d) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (eiv) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation LLC are required, except for or if required, such Export Approvals that can be obtained expeditiously and without material cost; and (v) Section 2.20(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. Each of The Company has in the Company and each Subsidiary has past three (3) years conducted its export and re-export transactions in accordance in all material respects with (x) all applicable provisions of United States U.S. export and re-re- export controlscontrol Legal Requirements, including the Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations, economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control RegulationsControl, and the International Traffic in Arms Regulations and other controls administered maintained by the United States Department of Commerce and/or the United States Department of State State, and (y) all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: , (ai) the Company has in the past three (3) years obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizations, registrations, declarations and filings with any Governmental Entity required for (iA) the any export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), ; (bii) the Company is in compliance respects with the terms of all applicable Export Approvals, ; (ciii) there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, Approvals or export or re-export transactions; (d) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (eiv) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, except for or if required, such Export Approvals that can be obtained expeditiously and without material cost; and (v) Section 2.20(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s products, services, software and technologies.

Export Control Laws. Each of the The Company and each Subsidiary has have conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (ai) the Company has and each Subsidiary have 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 (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) the Company is and each Subsidiary are in compliance with the terms of all applicable Export Approvals, (ciii) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, (div) there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that would reasonably be expected to give rise to any future claims and (ev) no Export Approvals for the transfer of export licenses to Parent Acquirer or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the The Company and each Subsidiary has of its Subsidiaries have in the past three (3) years conducted its export and re-export transactions in accordance in all material respects with (x) all applicable provisions of United States U.S. export and re-export controlscontrol Legal Requirements, including the Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations, economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control RegulationsControl, and the International Traffic in Arms Regulations and other controls administered maintained by the United States Department of Commerce and/or the United States Department of State State, and (y) all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts and each of its Subsidiaries conduct business. Without limiting the foregoing: , (ai) the Company has and each of its Subsidiaries have in the past three (3) years obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizations, registrations, declarations and filings with any Governmental Entity required for (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), ; (bii) the Company is and each of its Subsidiaries are in compliance with the terms of all applicable Export Approvals, ; (ciii) there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals, Approvals or export or re-export transactions; (d) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (eiv) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation LLC are required, except for or if required, such Export Approvals that can be obtained expeditiously and without material cost; and (v) Section 2.20(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. Each of the Company Parent and each Subsidiary thereof has conducted its respective export transactions in accordance in with all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (a) the Company Parent and each Subsidiary thereof has obtained all applicable export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity Body required for (i) the export, import and re-export of the Company Products and (ii) releases of the Company Parent Products (collectively, “Parent Export Approvals”), (b) the Company Parent and each Subsidiary thereof is in material compliance with the terms of all applicable Parent Export Approvals, (c) there are no pending or, to the Knowledge of the CompanyParent, threatened claims against the Company Parent or any Subsidiary thereof with respect to such Parent Export Approvals, and (d) to the Parent’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s export transactions of Parent or any Subsidiary thereof that would reasonably be expected to give rise to any future claims and (e) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material costclaims.

Export Control Laws. Each of In the past five years (except with respect to Australian Trade Laws, which will be in the past six years), each Acquired Company and each Subsidiary has conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States U.S. Department of Commerce and/or the United States Department of State State, the various Applicable Laws administered by the Australian Government’s Department of Defence (including the Defence Trade Controls Act 2012 (Cth), the Defence Trade Controls Regulations 2013 (Cth), the Customs Xxx 0000 (Cth), the Customs (Prohibited Exports) Regulations 1958 (Cth) and the Weapons of Mass Destruction Xxx 0000 (Cth) (collectively, “Australian Trade Laws”)) and all other applicable import/export controls in other countries in which the such Acquired Company or any Subsidiary conducts business. Without limiting the foregoing: (ai) the each Acquired Company has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizations, registrations, declarations and filings with any Governmental Entity Body required for (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) the each Acquired Company is in compliance with the terms of all applicable Export Approvals, (ciii) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the any Acquired Company or any Subsidiary with respect to such Export Approvals, (div) there are no actions, conditions or circumstances pertaining to the any Acquired Company’s export transactions that would reasonably be expected to give rise to any future claims and (ev) no Export Approvals for the transfer of export licenses to Parent Parent, any of its Affiliates or the Surviving Corporation Company are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the The Company and each Subsidiary has in all material respects conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (ai) the Company and each Subsidiary has obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) the Company and each Subsidiary is in material compliance with the terms of all applicable Export Approvals, (ciii) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, (div) to the knowledge of the Company, there are no actions, conditions or presently existing circumstances pertaining to the Company’s or any Subsidiary’s export transactions that would reasonably be expected to give rise to constitute a reasonable basis for any future claims and (ev) no Export Approvals for the transfer of export licenses to Parent Acquirer or the Final Surviving Corporation Entity are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the The Company and each Subsidiary has conducted its export transactions in accordance in all respects with the applicable provisions of (1) United States export control laws and re-export controlsregulations, including the Export Administration Act and Regulationsimplementing Export Administration Regulations (“EAR”), the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls anti-boycott requirements administered by the United States U.S. Department of Commerce and/or and the United States U.S. Department of State the Treasury, and all economic sanctions Executive Orders and regulations administered by OFAC; and (2) comparable laws and regulations of the European Union and other applicable import/export controls in other countries relevant jurisdictions in which the Company or any Subsidiary conducts businessbusiness including Israeli export control laws and regulations, including but not limited to, the Declaration Governing the Control of Commodities and Services (Engagement in Encryption Items) 1974, as amended, the Control of Products and Services Order (Export of Warfare Equipment and Defense Information) 1991, as amended, the Defense Export Control Order (Combat Equipment) 2008, the Defense Export Control Law 2007, as amended, the Import and Export Order (Control of Dual-Purpose Goods, Services and Technology Exports) 2006 and the Israeli Ministry of Economy List of Source Items and Dual Use Items, to the extent applicable. Without limiting the foregoing: , (ai) the Company has obtained all export and import licenses, license exceptions and other consentsregistrations, classifications, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity other approvals required for (i) the exportits exports and reexports of products, import software, technology or services, and re-export for releases of the Company Products technology and software to foreign nationals, (ii) releases of the Company Products (collectively, “Export Approvals”), (b) the Company is in compliance with the terms of all applicable Export Approvalsexport licenses or other approvals, (ciii) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the Company or any Subsidiary with respect to such Export Approvalsexport licenses or other approvals, or any export or reexport of products, software, technology or services, (div) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (ev) no Export Approvals consents or approvals for the transfer of export licenses or other approvals to Parent or the Surviving Corporation Purchaser are required, except for such Export Approvals consents and approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the Company and each the Subsidiary has conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company or any the Subsidiary conducts business. Without limiting the foregoing: (a) each of the Company and the Subsidiary 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 (i) the export, import and re-export of the Company Products products, services, Software and technologies and (ii) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (b) each of the Company and the Subsidiary is in compliance with the terms of all applicable Export Approvals, (c) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the Company or any the Subsidiary with respect to such Export Approvals, (d) there are no actions, conditions or circumstances pertaining to the Company’s or the Subsidiary’s export transactions that would reasonably be expected to give rise to any future claims and (e) no Export Approvals for the transfer of export licenses to Parent Acquirer, any of its Affiliates or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the The Company and each Subsidiary of its Subsidiaries has at all times conducted its export transactions materially in accordance in with (i) all respects with applicable provisions of United States U.S. export and re-export controls, including the United States Export Administration Act and Regulations, the Regulations and Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and (ii) all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (a) the 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 declarations, classifications and filings with any Governmental Entity required for (i) the export, import export and re-export of the Company Products products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “"Export Approvals”"), (b) the ; The Company and each of its Subsidiaries is in material compliance with the terms of all applicable Export Approvals, (c) there ; There are no pending or, to the Knowledge of the Company's Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; To the Company's Knowledge, (d) there are no actions, conditions or circumstances pertaining to the Company’s 's or any Subsidiary's export transactions that would reasonably be expected to may give rise to any future claims claims; and (e) no No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, except for or such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the Company and each Subsidiary has its Subsidiaries has, for the past five (5) years, conducted its export transactions in accordance in all respects with applicable provisions of United States U.S. export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States U.S. Department of Commerce and/or the United States U.S. Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts businessand its Subsidiaries conduct business (collectively, “Export Control Laws”). Without limiting the foregoing, for the past five (5) years: (ai) the Company has and its Subsidiaries have 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 under the Export Control Laws for (iA) the export, import and re-export of the Company Products products, services, Software and Technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) the Company is and its Subsidiaries have been and are in compliance with the terms of all applicable Export Approvals, (ciii) there are no pending Legal Proceedings or, to the Knowledge knowledge of the Company, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals, (div) there are no actions, conditions or circumstances pertaining to the Company’s export transactions of the Company or any of its Subsidiaries that would reasonably be expected to give rise to any future claims and (ev) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation Company are required, except for such Export Approvals that can be obtained expeditiously and without material cost. The Company has made available to Parent all correspondence with any Governmental Entity with respect to the export control classification of any product. The Company has not, during the past five (5) years, exported or re-exported, directly or knowingly indirectly, in violation of any Export Control Law either to: (A) any countries that are subject to U.S. export restrictions or export restrictions under any other applicable Export Control Law; and (B) any end-user who the Company knows or has reason to know will utilize any product or technology in the design, development, or production of nuclear, chemical or biological weapons.

Export Control Laws. Each of the Company and each its Subsidiary has conducted its export transactions in accordance in all material respects with applicable provisions of United States export control laws and re-export controlsregulations, including (i) the Export Administration Act Regulations; (ii) economic sanctions regulations and Regulations, Executive Orders administered by the U.S. Treasury Department’s Office of Foreign Assets Control Regulations, Control; (iii) the International Traffic in Arms Regulations Regulations; and other controls administered by (iv) all comparable Laws of each jurisdiction outside the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries U.S. in which the Company or any its Subsidiary conducts businessdoes or has done business (directly or indirectly). Without limiting the foregoing: (a) the Company 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 (i) the exportCompany and its Subsidiary have obtained all export licenses, import registrations, commodity classifications and re-export other approvals required for its exports of the Company Products products, software and technologies and reexports of such items between third (3rd) countries; (ii) releases of the Company Products (collectively, “Export Approvals”), (b) the Company is and its Subsidiary are in compliance in all material respects with the terms of all applicable Export Approvalsexport licenses, license exceptions or other approvals; (ciii) there are no pending or, to the Knowledge of the CompanyCompany and its Subsidiary, threatened claims or investigations against the Company or any Subsidiary with respect to such Export Approvals, (d) there are no actions, conditions or circumstances pertaining to the Company’s or its Subsidiary’s export transactions; (iv) neither the Company nor its Subsidiary has engaged in any transactions that would reasonably involving, or otherwise dealt directly or indirectly with, any Restricted Parties or with Cuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine; (v) no current or past officer, director or employee of the Company or its Subsidiary is or has been a Restricted Party or national or resident of Cuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine; (vi) neither the Company nor its Subsidiary is nor was required to be expected to give rise to any future claims registered with the U.S. Department of State under the International Traffic in Arms Regulations; and (evii) no Export Approvals consents or approvals for the transfer of export licenses to Parent or the Surviving Corporation Acquirer are required, except for such Export Approvals consents and approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of Prior to the Closing, the Company and each Subsidiary has at all times conducted its export transactions in accordance in with (1) all respects with applicable provisions of United States U.S. export and re-export controls, including the United States Export Administration Act and Regulations, the Regulations and Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and (2) all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: , (a) the Company has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations declarations, classifications and filings with any Governmental Entity required for (i) the export, import export and re-export of the Company Products products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), ; (b) the Company is in compliance with the terms of all applicable Export Approvals, ; (c) there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, ; (d) the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to may give rise to any future claims and claims; (e) no Export Approvals for the transfer of export licenses to Parent Parent, the Interim Surviving Corporation or the Final Surviving Corporation Entity are required, except for or such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the Company and each Subsidiary the Subsidiaries has conducted its export transactions in accordance in all material respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary of the Subsidiaries conducts business. Without limiting the foregoing: (a) each of the Company and the 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 (i) the export, import and re-export of the Company Products products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (b) each of the Company and the Subsidiaries is in compliance with the terms of all applicable Export Approvals, (c) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the Company or any Subsidiary of the Subsidiaries with respect to such Export Approvals, (d) there are no actions, conditions or circumstances pertaining to the Company’s or any of the Subsidiaries’ export transactions that would reasonably be expected to give rise to any future claims and (e) no Export Approvals for the transfer of export licenses to Parent Acquirer or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the Company and each Subsidiary the Company Subsidiaries has conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which any of the Company or any Subsidiary the Company Subsidiaries conducts business. Without limiting the foregoing: (ai) the Company has and the Company Subsidiaries have 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 (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) the Company is and the Company Subsidiaries are in compliance with the terms of all applicable Export Approvals, (ciii) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the Company or any Company Subsidiary with respect to such Export Approvals, (div) there are no actions, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any future claims and (ev) no Export Approvals for the transfer of export licenses to Parent Acquirer or the Surviving Corporation Company are required, except for such Export Approvals that can be obtained expeditiously and without material cost. Without limiting the foregoing, neither the Company nor any Company Subsidiary has, in the past five years, exported, reexported, shipped, distributed, sold, supplied, or otherwise transferred any products, equipment, goods, technology, or software to, or for end use by, any person (i) listed in any sanctions-related list of designated persons maintained by U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union or the United Kingdom or (ii) operating, organized or resident in country or territory that is itself the subject or target of any sanctions (currently Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine).

Export Control Laws. Each of the The Company and each Subsidiary has conducted its all export transactions in accordance in all respects with applicable provisions of United States export control laws and re-export controlsregulations, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls Regulations, the regulations administered by the United States Department Office of Commerce and/or Foreign Assets Control of the United States Department U.S. Treasury Department, and the export control laws and regulations of State and all any other applicable import/export controls jurisdiction, except, in other countries each case, where the failure to conduct transactions in which accordance with such laws and regulations has not had and would not reasonably be expected to be material to the Company or any Subsidiary conducts businessCompany. Without limiting the foregoing,: (a) the Company has obtained all export and import licenses, license exceptions licenses and other consents, notices, waivers, material approvals, orderstimely filed all required filings and has assigned the appropriate export classifications to all products, authorizations, registrations, declarations and filings with any Governmental Entity in each case as required for (i) its exports of products, software and technologies from the export, import United States and re-export of the Company Products and (ii) releases of the Company Products (collectively, “Export Approvals”), any other applicable jurisdiction; (b) the Company is in compliance in all material respects with the terms of all applicable Export Approvalsexport licenses, classifications, filing requirements or other approvals; (c) there are no pending or, to the Knowledge knowledge of the Company, material threatened claims against the Company or any Subsidiary with respect to such Export Approvalsexports, classifications, required filings or other approvals; (d) there are no material pending investigations related to the Company’s exports; and (e) there are no actions, conditions conditions, or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any material future claims and (e) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material costclaims.

Export Control Laws. Each of the Company and each Subsidiary Jiff has conducted its export transactions in accordance in all material respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary Jiff conducts business. Without limiting the foregoing: (ai) the Company Jiff 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 (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) the Company Jiff is in material compliance with the terms of all applicable Export Approvals, (ciii) there are no pending or, to the Knowledge knowledge of the CompanyJiff, threatened claims in writing against the Company or any Subsidiary Jiff with respect to such Export Approvals, (div) there are no actions, conditions or circumstances pertaining to the CompanyJiff’s export transactions that would reasonably be expected to give rise to any future claims and (ev) no Export Approvals for the transfer of export licenses to Parent Castlight or the Surviving Corporation Entity are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each Except as set forth on Section 5.25 of the Company Disclosure Schedules, the Seller and each Subsidiary has Selling Affiliate has, since January 1, 2009, conducted in all material respects its export, re-export and import transactions with respect to the Acquired Business in accordance in with (a) all respects with applicable provisions of United States U.S. export and re-export controlscontrol and import laws, regulations and ordinances of foreign, federal, state and local governments and all agencies thereof, including the Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations, economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control RegulationsControl, and the International Traffic in Arms Regulations and other controls administered maintained by the United States Department of Commerce and/or the United States Department of State and (b) all other applicable import/export controls control applicable foreign laws, regulations and ordinances in other countries in which the Company or any Subsidiary conducts Sellers and Selling Affiliates conduct business. Without limiting the foregoing: , (ai) the Company Seller and each Selling Affiliate has obtained all export and import licenses, license exceptions exceptions, registrations, and other material consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity governmental entity required for (i) the export, import and re-export of the Company Products products, services, software and (ii) technologies and releases of technologies and software to foreign nationals located in the Company Products United States and abroad, in all cases, with respect to the Acquired Business (collectively, “Export Approvals”), ; (bii) the Company Seller and each Selling Affiliate is in compliance with the terms of all applicable Export Approvals, Approvals in all material respects; (ciii) there are no pending or, to the Knowledge of the CompanySeller’s Knowledge, threatened claims against the Company Seller or any Subsidiary the Selling Affiliates with respect to such Export Approvals, (d) there are no actions, conditions Approvals or circumstances pertaining export or re-export transactions or import transactions with respect to the Company’s export transactions that would reasonably be expected to give rise to any future claims and Acquired Business; (eiv) no Export Approvals for the transfer of export licenses that constitute Purchased Assets to Parent Buyer or the Surviving Corporation any Buying Affiliate are required, except for or if required, such Export Approvals that can be obtained expeditiously and without material cost; and (v) Section 5.25 of the Disclosure Schedule sets forth the true, correct and complete export control classifications and HTS numbers applicable to the Acquired Business.

Export Control Laws. Each of the Company and each Subsidiary the Company Subsidiaries has at all times conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controlstransactions in compliance with (x) all applicable U.S. export and re-export control Legal Requirements, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and (y) all other applicable import/export controls in other countries in which the Company or any Subsidiary Company Subsidiaries conducts businessbusiness or owns assets. Without limiting the foregoing: , (ai) each of the Company and the Company Subsidiaries has 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 by applicable Law for (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) each of the Company and the Company Subsidiaries is in compliance with the terms of all applicable Export Approvals, (ciii) there are no pending or, to the Knowledge of the Company’s knowledge, threatened claims against the Company or any Company Subsidiary with respect to such Export ApprovalsApprovals or export or re-export transactions, (d) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (eiv) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation Acquiror are required, except for or if required, such Export Approvals that can are reasonably expected to be obtained expeditiously and without material cost; and (v) Section 2.9(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s and the Company Subsidiaries’ products, services, software and technologies.

Export Control Laws. Each of the The Company and each Subsidiary has of its Subsidiaries have at all times conducted its export and re-export transactions in accordance in all material respects with (x) all applicable provisions of United States U.S. export and re-export controlscontrol Legal Requirements, including the Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations, economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control RegulationsControl, and the International Traffic in Arms Regulations and other controls administered maintained by the United States Department of Commerce and/or the United States Department of State State, and (y) all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts and each of its Subsidiaries conduct business. Without limiting the foregoing: , (ai) the Company has and each of its Subsidiaries 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 (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), ; (bii) the Company is and each of its Subsidiaries are in compliance in all material respects with the terms of all applicable Export Approvals; (iii) as of the Agreement Date, (c) there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals, Approvals or export or re-export transactions; (d) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (eiv) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, except for or if required, such Export Approvals that can be obtained expeditiously and without material cost; and (v) Section 2.20(b) of the Disclosure Schedule sets forth as of the Agreement Date the true, correct and complete export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. Each of Transferred Entity has in the Company and each Subsidiary has past five (5) years conducted its export transactions in accordance in all material respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce Commerce, the United States Department of State and/or the United States Department of State the Treasury and all other applicable import/export controls in other countries in which the Company or any Subsidiary such Transferred Entity conducts business. Without limiting the foregoing: (ai) each of the Company Transferred Entity has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations declarations, screenings and filings with any Governmental Entity required for (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) the Company each Transferred Entity is in compliance in all material respects with the terms of all applicable Export Approvals, (ciii) there are no pending or, to the Knowledge knowledge of the Companyeach Transferred Entity, threatened claims against the Company or any Subsidiary such Transferred Entity with respect to such Export Approvals, (div) there are no actions, conditions or circumstances pertaining to each of the CompanyTransferred Entity’s export transactions that would reasonably be expected to give rise to any future material claims and (ev) no Export Approvals for the transfer of export licenses to Parent Purchaser or the Surviving Corporation any Transferred Entity are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the Company and each Subsidiary has conducted its export transactions (including any “deemed exports” under Section 734.2(b)(ii) of the Export Administration Regulations (“EAR”) promulgated by the U.S. Bureau of Industry and Security) in accordance in all respects with applicable provisions of United States U.S. export and re-export controls, including the Export Administration Act and RegulationsEAR, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State State, and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business, except for any such failure(s) to comply that are, individually or in aggregate with any such other failures, are de minimis. Without limiting the foregoing: (a) the Company 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 (i) the export, import and re-export of the Company Products and (ii) releases of the Company Products (collectively, “Export Approvals”), (b) the Company is in compliance with the terms of all applicable Export Approvals, (c) there are no pending or, to the Knowledge of the Company, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, except for failure(s) to comply with such Export Approvals that, individually or in the aggregate with any such other failures, are de minimis, (d) to the Knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (e) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation Purchaser are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the The Company and each Subsidiary has conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (ai) the Company and each Subsidiary 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 (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) the Company and each Subsidiary is in compliance with the terms of all applicable Export Approvals, (ciii) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, (div) there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that would reasonably be expected to give rise to any future claims and (ev) no Export Approvals for the transfer of export licenses to Parent Acquirer the First Step Surviving Corporation or the Final Surviving Corporation Entity are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. Each of the Company and each Subsidiary Seller has conducted its export transactions in accordance in with all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary either Seller conducts business. Without limiting the foregoing: (a) the Company each Seller has obtained all applicable export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizationsAuthorizations, registrations, declarations and filings with any Governmental Government Entity required for (i) the export, import and re-export of Business Products in the Company Products and (ii) releases of the Company Products manner in which Sellers’ business is currently being conducted (collectively, “Export Approvals”), (b) the Company each Seller is in compliance in all material respects with the terms of all applicable Export Approvals, (c) there are no pending or, to the Knowledge of the CompanySellers’ Knowledge, threatened or anticipated claims against the Company or any Subsidiary either Seller with respect to such Export Approvals, and (d) to Sellers’ Knowledge, there are no actions, conditions or circumstances pertaining to the Companyeither Seller’s export transactions that would could reasonably be expected to give rise to any future claims and (e) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material costclaims.

Export Control Laws. Each of the Company and each Subsidiary OML has conducted its all export transactions in accordance in all respects with applicable provisions of United States export control laws and re-export controlsregulations, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by Regulations, the United States Department Foreign Investment Risk Review Modernization Act of Commerce and/or 2018 and the United States Department regulations administered OFAC, and the export control laws and regulations of State and all any other applicable import/export controls in other countries in which the Company or any Subsidiary conducts businessjurisdiction. Without limiting the foregoing: (a) the Company OML has obtained all export and import licenses, license exceptions licenses and other consents, notices, waivers, approvals, orderstimely filed all required filings and has assigned the appropriate export classifications to all products, authorizations, registrations, declarations and filings with any Governmental Entity in each case as required for (i) its exports of products, software and technologies from the export, import United States and re-export of the Company Products and (ii) releases of the Company Products (collectively, “Export Approvals”), any other applicable jurisdiction; (b) the Company OML is in compliance with the terms of all applicable Export Approvalsexport licenses, classifications, filing requirements or other approvals; (c) there are no pending or, to the Knowledge of the CompanyOML’s knowledge, threatened claims against the Company or any Subsidiary OML with respect to such Export Approvalsexports, classifications, required filings or other approvals; (d) there are no pending investigations related to OML’s exports; and (e) there are no actions, conditions conditions, or circumstances pertaining to the CompanyOML’s export transactions that would reasonably be expected to give rise to any material future claims and claims. Neither OML nor any OML Subsidiary, nor any of OML’s or any OML Subsidiary’s respective Affiliates, managers, directors, officers, members, stockholders, employees, or, to OML’s knowledge, agents, has been (ei) no Export Approvals for added to any Restricted Party List, (ii) debarred or otherwise excluded or declared ineligible to participate in government agreements, grants, or other programs financed in whole or in part by any United States federal government entity, or (iii) under investigation by any government agency or organization relating to potential violations of applicable laws. OML has not engaged in any business with or in, provided any services to or in, or used any funds to contribute to or finance the transfer activities of export licenses to Parent or the Surviving Corporation are requiredin, except for such Export Approvals that can be obtained expeditiously and without material costany Restricted Party.

Export Control Laws. Each of the The Company and each Subsidiary has conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which any of the Company or any Subsidiary the Company Subsidiaries conducts business. Without limiting the foregoing: (ai) the Company has have 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 (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (bii) the Company is are in compliance with the terms of all applicable Export Approvals, (ciii) there are no pending or, to the Knowledge knowledge of the Company, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, (div) there are no actions, conditions or circumstances pertaining to the Company’s ’s export transactions that would reasonably be expected to give rise to any future claims and (ev) no Export Approvals for the transfer of export licenses to Parent Acquirer or the Surviving Corporation Company are required, except for such Export Approvals that can be obtained expeditiously and without material cost. Without limiting the foregoing, neither the Company n has, in the past five years, exported, reexported, shipped, distributed, sold, supplied, or otherwise transferred any products, equipment, goods, technology, or software to, or for end use by, any person (i) listed in any sanctions-related list of designated persons maintained by U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union or the United Kingdom or (ii) operating, organized or resident in country or territory that is itself the subject or target of any sanctions (currently Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine).

Export Control Laws. Each of the Company Parent and each Subsidiary has of its Subsidiaries have in the past six (6) years conducted its export and re-export transactions in accordance in all material respects with (x) all applicable provisions of United States U.S. export and re-export controlscontrol Laws, including the Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations, economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control RegulationsControl, and the International Traffic in Arms Regulations and other controls administered maintained by the United States Department of Commerce and/or the United States Department of State State, and (y) all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts Parent and each of its Subsidiaries conduct business. Without limiting the foregoing: , (ai) Parent and each of its Subsidiaries have in the Company has past three (3) years obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizationsAuthorizations, registrations, declarations and filings with any Governmental Entity required for (iA) the any export, import and re-export of the Company Products products, services, Software and technologies and (iiB) releases of technologies and Software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), ; (bii) the Company is Parent and each of its Subsidiaries are in compliance with the terms of all applicable Export Approvals, ; (ciii) there are no pending or, to the Knowledge of the CompanyParent, threatened claims against the Company Parent or any Subsidiary of its Subsidiaries with respect to such Export Approvals, Approvals or export or re-export transactions; (d) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (eiv) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, except for or if required, such Export Approvals that can be obtained expeditiously and without material cost; and (v) there are no export control classifications applicable to Parent’s and each of its Subsidiaries’ products, services, Software and technologies.

Export Control Laws. Each of the The Company and each Subsidiary has of its Subsidiaries have at all times conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controlstransactions in accordance with (x) all applicable U.S. export and re-export control Legal Requirements, including the Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations, economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control RegulationsControl, and the International Traffic in Arms Regulations and other controls administered maintained by the United States Department of Commerce and/or the United States Department of State State, and (y) all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts and each of its Subsidiaries conduct business. Without limiting the foregoing: , (ai) the Company has and each of its Subsidiaries 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 (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), ; (bii) the Company is and each of its Subsidiaries are in compliance with the terms of all applicable Export Approvals; (iii) as of the Agreement Date, (c) there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals, Approvals or export or re-export transactions; (d) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (eiv) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, except for or if required, such Export Approvals that can be obtained expeditiously and without material cost; and (v) Section 2.20(b) of the Disclosure Schedule sets forth as of the Agreement Date the true, correct and complete export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. Each of the The Company and each Subsidiary of its Subsidiaries has at all times conducted its export transactions in accordance in with (i) all respects with applicable provisions of United States U.S. export and re-export controls, including the United States Export Administration Act and Regulations, the Regulations and Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and (ii) all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (a) the 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 declarations, classifications and filings with any Governmental Entity Authority required for (i) the exportexport and reexport of products, import services, software and re-export of the Company Products technologies and (ii) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), (b) the . The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals, (c) there There are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, (d) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (e) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required. To the Company’s Knowledge, except for such Export Approvals there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that can be obtained expeditiously and without material costmay give rise to any future claims.

Export Control Laws. Each of the The Company and each Subsidiary has of its Subsidiaries have at all times conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controlstransactions in accordance with (x) all applicable U.S. export and re-export control Legal Requirements, including the Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations, economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control RegulationsControl, and the International Traffic in Arms Regulations and other controls administered maintained by the United States Department of Commerce and/or the United States Department of State State, and (y) all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts and each of its Subsidiaries conduct business. Without limiting the foregoing: , (ai) the Company has and each of its Subsidiaries 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 (iA) the export, import and re-export of the Company Products products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the Company Products United States and abroad (collectively, “Export Approvals”), ; (bii) the Company is and each of its Subsidiaries are in compliance in all material respects with the terms of all applicable Export Approvals, ; (ciii) there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals, Approvals or export or re-export transactions; (d) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (eiv) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, except for or if required, such Export Approvals that can be obtained expeditiously and without material cost; and (v) Section 2.21(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software and technologies.