Common use of Export Controls and Economic Sanctions Clause in Contracts

Export Controls and Economic Sanctions. With the exception of matters described in Schedule 3.24: (a) The Company has at all times been in material compliance with all applicable trade laws, including import and export control laws, trade embargoes, and anti-boycott laws, and, except as specifically authorized by a valid license issued by a Governmental Authority, a license exception, or other permit or applicable authorization of a Governmental Authority, has not, to the extent that legal requirements identified below have been applicable and to the extent that actions described below would have had a materially adverse effect: (i) exported, reexported, transferred, or brokered the sale of any goods, services, technology, or technical data to any destination to which, or individual for whom, a license or other authorization is required under the U.S. Export Administration Regulations (the “EAR,” 15 C.F.R. § 730 et seq.), or the U.S. economic sanctions administered by the Office of Foreign Assets Control (“OFAC,” 31 C.F.R. Part 500 et seq.); (ii) exported, reexported, or transferred any goods, services, technology, or technical data to, on behalf of, or for the benefit of any person or entity (A) designated as a Specially Designated National by OFAC, (B) on the Denied Persons, Entity, or Unverified Lists of the Bureau of Industry and Security, or (C) designated for sanctions by the Monetary Authority of Singapore (to the extent such list-based restrictions apply to such activities); (iii) exported any goods, services, technology, or technical data that have been or will be used for any purposes associated with nuclear activities, missiles/unmanned aerial vehicles, chemical or biological weapons, or terrorist activities, or that have been or will be used, transshipped or diverted contrary to applicable U.S. trade controls; or (iv) exported, reexported, transferred, or imported any goods, services, technology, or technical data to or from Cuba, Iran, North Korea, Syria, or Sudan, or the governments or government instrumentalities of these countries, wherever located. (b) The Company reasonably believes that, to the extent that the EAR is applicable, none of its products normally require a license under the EAR to be exported provided the Company maintains an encryption registration under the EAR. (c) The Company has in place adequate controls to ensure material compliance with any applicable Laws pertaining the export and import of goods, services, and technology. The Company has not undergone and is not undergoing any material audit, review, inspection, investigation, survey or examination by a Governmental Authority relating to exports, imports, or other trade-related activity. To the Knowledge of the Company, there are no threatened material claims, nor presently existing facts or circumstances that would constitute a reasonable basis for any future material claims, with respect to exports, imports, or other trade-related activity by the Company. (d) No authorization from any Governmental Authority for the transfer to Buyer of any Governmental License material to the Company’s business is required, or such authorization can be obtained expeditiously without material cost.

Export Controls and Economic Sanctions. With the exception of matters described in Schedule 3.24: (a) The Company has at To the Knowledge of the Company, the Company, its predecessors, and its current and former subsidiaries are in compliance, in all times been in material compliance respects, with all applicable trade laws, including import and export control laws, trade embargoes, and anti-boycott laws, and, except as specifically authorized by a valid license issued by a Governmental AuthorityLicense, a license exception, or other permit or applicable authorization of a Governmental Authority, has or except as set forth on Section 3.30(a) of the Company Schedule of Exceptions, have not, to the extent that legal requirements identified below have been applicable and to the extent that actions described below would have had a materially adverse effect: (i) exported, reexported, transferred, or brokered the sale of any goods, services, technology, or technical data to any destination to which, or individual for whom, a license or other authorization is required under the U.S. Export Administration Regulations (the “EAR,” 15 C.F.R. § 730 et seq.), the International Traffic in Arms Regulations (the “ITAR,” 22 C.F.R. § 120 et seq.), or the U.S. economic sanctions administered by the Office of Foreign Assets Control (“OFAC,” 31 C.F.R. Part 500 et seq.); (ii) exported, reexported, or transferred any goods, services, technology, or technical data to, on behalf of, or for the benefit of any person or entity (Ai) designated as a Specially Designated National by or appearing on OFAC’s Consolidated Sanctions List, or (Bii) on the Denied Persons, Entity, or Unverified Lists of the Bureau of Industry and Security, or (Ciii) designated for sanctions by on the Monetary Authority Debarred List of Singapore the Directorate of Defense Trade Controls (to the extent such list-based restrictions apply to such activitiesif applicable); (iii) exported any goods, services, technology, or technical data that have been or will be used for any purposes associated with nuclear activities, missiles/unmanned aerial vehicles, chemical or biological weapons, or terrorist activities, or that have been or will be used, transshipped or diverted contrary to applicable U.S. trade controls; or; (iv) exported, reexported, transferred, or imported any goods, services, technology, or technical data to or from Cuba, Crimea, Iran, Libya, North Korea, Syria, or SudanSudan during a time at which such country/region and/or its government was subject to U.S. trade embargoes under OFAC regulations, the EAR, or any other applicable statute or Executive Order; (v) manufactured any defense article as defined in the governments ITAR, including within the United States and without regard to whether such defense article was subsequently exported, without being registered and in good standing with the Directorate of Defense Trade Controls, U.S. Department of State; (vi) imported any goods except in full compliance with the import and Customs laws of the United States, including but not limited to Title 19 of the United States Code, Title 19 of the Code of Federal Regulations, and all other regulations administered or government instrumentalities enforced by the Bureau of these countriesCustoms and Border Protection; or (vii) violated the antiboycott prohibitions, wherever locatedor failed to comply with the reporting requirements, of the EAR (15 C.F.R. § 760) and the Tax Reform Act of 1976 (26 U.S.C. § 999). (b) The Company reasonably believes that, Set forth in Section 3.30(b) to the extent that Company Schedule of Exceptions is a true and accurate table to the EAR is applicableKnowledge of the Company identifying each of the items currently being exported by the Company and its U.S. subsidiaries, none of its products normally require a license including, for each item, the correct Export Control Classification Number (under the EAR to be exported provided the Company maintains an encryption registration under Commerce Control List of the EAR) or United States Munitions List Category (of the ITAR), and an indication whether the item was self-classified or was the result of an agency determination. (c) The Company has and its subsidiaries have in place adequate controls to ensure material compliance with any applicable Laws pertaining the export and import of goods, services, and technology, including without limitation the EAR, the ITAR, the U.S. economic sanctions administered by OFAC, and the import and Customs laws. The Neither the Company nor any of its subsidiaries has not undergone and or is not undergoing undergoing, any material audit, review, inspection, investigation, survey or examination by a Governmental Authority relating to exportsexport, importsimport, or other trade-related activity. To the Knowledge of the Company, there are no threatened material claims, nor presently existing facts or circumstances that would constitute a reasonable basis for any future material claims, with respect to exports, imports, or other trade-related activity by the Company. (d) No authorization from any Governmental Authority for the transfer to Buyer of any Governmental License material to the Company’s business is required, its predecessors, or such authorization can be obtained expeditiously without material costits current or former subsidiaries.

Export Controls and Economic Sanctions. With the exception of matters described in Schedule 3.24: (a) The Company has Company, its predecessors, and its current and former Subsidiaries have at all times been in material compliance with all applicable trade laws, including import and export control laws, trade embargoes, and anti-boycott laws, and, except as specifically authorized by a valid license issued by a Governmental AuthorityContract, a license exception, or other permit or applicable authorization of a Governmental AuthorityEntity, has or except as set forth as an exception on Section 2.33 of the Schedule of Exceptions, have not, to the extent that legal requirements identified below have been applicable and to the extent that actions described below would have had a materially adverse effect: (i) exported, reexported, transferred, or brokered the sale of any goods, services, technology, or technical data to any destination to which, or individual for whom, a license or other authorization is required under the U.S. Export Administration Regulations (the “EAR,” 15 C.F.R. § 730 et seq.), the International Traffic in Arms Regulations (the “ITAR,” 22 C.F.R. § 120 et seq.), or the U.S. economic sanctions administered by the Office of Foreign Assets Control (“OFAC,” 31 C.F.R. Part 500 et seq.); (ii) exported, reexported, or transferred any goods, services, technology, or technical data to, on behalf of, or for the benefit of any person or entity (A) designated as a Specially Designated National by OFAC, or (B) on the Denied Persons, Entity, or Unverified Lists of the Bureau of Industry and Security, or (C) designated for sanctions by on the Monetary Authority Debarred List of Singapore the Directorate of Defense Trade Controls (to the extent such list-based restrictions apply to such activitiesif applicable); (iii) exported any goods, services, technology, or technical data that have been or will be used for any purposes associated with nuclear activities, missiles/unmanned aerial vehicles, chemical or biological weapons, or terrorist activities, or that have been or will be used, transshipped or diverted contrary to applicable U.S. trade controls; or; (iv) exported, reexported, transferred, or imported any goods, services, technology, or technical data to or from Cuba, Iran, Libya, North Korea, Syria, or Sudan, or any other country, during a time at which such country and/or its government was subject to U.S. trade embargoes under OFAC regulations, the governments EAR, or government instrumentalities any other applicable statute or Executive Order; (v) manufactured any defense article as defined in the ITAR, including within the United States and without regard to whether such defense article was subsequently exported, without being registered and in good standing with the Directorate of these countriesDefense Trade Controls, wherever locatedU.S. Department of State; (vi) imported any goods except in full compliance with the import and Customs laws of the United States, including but not limited to Title 19 of the United States Code, Title 19 of the Code of Federal Regulations, and all other regulations administered or enforced by the Bureau of Customs and Border Protection; or (vii) violated the antiboycott prohibitions, or failed to comply with the reporting requirements, of the EAR (15 C.F.R. § 760) and the Tax Reform Act of 1976 (26 U.S.C. § 999). (b) The Company reasonably believes that, to the extent that the EAR is applicable, none of and its products normally require a license under the EAR to be exported provided the Company maintains an encryption registration under the EAR. (c) The Company has Subsidiaries have in place adequate controls to ensure material compliance with any applicable Laws pertaining the export and import of goods, services, and technology, including without limitation the EAR, the ITAR, the U.S. economic sanctions administered by OFAC, and the import and Customs laws. The Company Neither the Company, its predecessors, nor any of its Subsidiaries has not undergone and or is not undergoing undergoing, any material audit, review, inspection, investigation, survey or examination by a Governmental Authority Entity relating to exportsexport, importsimport, or other trade-related activity. To the Knowledge of the Company, there are no threatened material claims, nor presently existing facts or circumstances that would constitute a reasonable basis for any future material claims, with respect to exports, imports, or other trade-related activity by the Company, its predecessors, or its current or former Subsidiaries. (dc) No authorization from any Governmental Authority Entity for the transfer to Buyer Parent of any Governmental License Contract material to the Company’s business is required, or such authorization can be obtained expeditiously without material cost.

Export Controls and Economic Sanctions. With the exception of matters described in Schedule 3.24: (a) The Company has at all times been in material compliance with all applicable trade laws, including import and export control laws, trade embargoes, and anti-boycott laws, and, except as specifically authorized by a valid license issued by a Governmental AuthorityBody, a license exception, or other permit or applicable authorization of a Governmental AuthorityBody, has not, to the extent that the legal requirements identified below have been applicable and to the extent that actions described below would have had a materially adverse effect: (i) exported, reexported, transferred, or brokered the sale of any goods, services, technology, or technical data to any destination to which, or individual for whom, a license or other authorization is required under the U.S. Export Administration Regulations (the “EAR,” 15 C.F.R. § 730 et seq.), or the U.S. economic sanctions administered by the Office of Foreign Assets Control (“OFAC,” 31 C.F.R. Part 500 et seq.); (ii) exported, reexported, or transferred any goods, services, technology, or technical data to, on behalf of, or for the benefit of any person or entity (A) designated as a Specially Designated National by OFAC, or (B) on the Denied Persons, Entity, or Unverified Lists of the Bureau of Industry and Security, or (C) designated for sanctions by the Monetary Authority of Singapore (to the extent such list-based restrictions apply to such activities); (iii) exported any goods, services, technology, or technical data that have been or will be used for any purposes associated with nuclear activities, missiles/unmanned aerial vehicles, chemical or biological weapons, or terrorist activities, or that have been or will be used, transshipped or diverted contrary to applicable U.S. trade controls; or (iv) exported, reexported, transferred, or imported any goods, services, technology, or technical data to or from Cuba, Iran, North Korea, Syria, or Sudan, or the governments or government instrumentalities of these countries, wherever located. (b) The Company reasonably believes that, to the extent that the EAR is applicable, none of its products normally require a license under the EAR to be exported provided the Company maintains an encryption registration under the EAR. (c) The Company has in place adequate controls to ensure material compliance with any applicable Requirements of Laws pertaining the export and import of goods, services, and technology. The Company has not undergone and is not undergoing any material audit, review, inspection, investigation, survey or examination by a Governmental Authority Body relating to exports, imports, or other trade-related activity. To the Knowledge of the CompanyKey Employees, there are no threatened material claims, nor presently existing facts or circumstances that would constitute a reasonable basis for any future material claims, with respect to exports, imports, or other trade-related activity by the Company. (d) No authorization from any Governmental Authority Body for the transfer to Buyer of any Governmental License Permit material to the Company’s business Business is required, or such authorization can be obtained expeditiously without material cost.