Common use of Export Controls and Trade Sanctions Clause in Contracts

Export Controls and Trade Sanctions. Except for such matters as would not, individually or in the aggregate, reasonably be expected to impair materially the Company’s and its Subsidiaries’ ability to engage in material export operations: (i) The Company and its Affiliates have complied with all statutory and regulatory requirements relating to export controls and trade sanctions under the Laws of the United States, as well as applicable Laws of each jurisdiction in which the Company or its Affiliates are doing business, including, without limitation, the International Traffic in Arms Regulations, the Export Administration Regulations, antiboycott provisions, regulations administered by the Office of Foreign Assets Control, and provisions under the Foreign Corrupt Practices Act. (ii) The Company and its Affiliates have developed and implemented an export control and trade sanctions compliance program which includes corporate policies and procedures to ensure compliance with applicable government export control and trade sanctions statutes, regulations, and other obligations, including obtaining licenses or other authorizations as required for access by foreign nationals in the U.S. to controlled technology. (iii) In connection with its export control and trade sanctions matters, there are no adverse or negative past performance evaluations or ratings by the U.S. Government, or any voluntary disclosures under the export control and trade sanctions Laws, any enforcement actions or threats of enforcement actions, or, to the knowledge of the officers of the Company, any facts that could result in any adverse or negative performance evaluation that, in each case, could affect the evaluation of the Company’s or its Affiliates’ (or their successors’) obtaining approval for future export activity. (iv) Neither the U.S. Government nor any other Person has notified the Company or any of its Affiliates in writing of any actual or alleged violation or breach of any statute, regulation, representation, certification, disclosure obligation, licensing obligation or other authorization or provision relating to export controls or trade sanctions. (v) None of the Company or its Affiliates has undergone or is undergoing any audit, review, inspection, investigation, survey or examination of records relating to the Company’s or any of its Affiliates’ export activity that would, individually or in the aggregate, reasonably be expected to affect adversely its future export activity, and, to the knowledge of the officers of the Company, there is no basis for any such audit, review, inspection, investigation, survey or examination of records. (vi) The Company and its Affiliates have not been and are not now under any administrative, civil or criminal investigation or indictment involving alleged false statements, false claims or other improprieties relating to the Company’s or any of its Affiliates’ export activity, nor, to the knowledge of the officers of the Company, is there any basis for any such investigation or indictment. (vii) The Company and its Affiliates have not been and are not now a party to any administrative or civil litigation involving alleged false statements, false claims or other improprieties relating to the Company’s or any of its Affiliates’ export activity, nor, to the knowledge of the officers of the Company, is there any basis for any such proceeding.

Export Controls and Trade Sanctions. (A) Except for such matters as would not, individually or in the aggregate, reasonably be expected to impair materially constitute a Material Adverse Event, the Company’s and its Subsidiaries’ ability to engage in material export operations: (i) The Company and its Affiliates Subsidiaries have complied with all statutory and regulatory requirements relating to export controls and trade sanctions under the Laws of the United States, as well as applicable Laws of each jurisdiction in which the Company or Company, its Subsidiaries and their respective Affiliates are doing business, including, without limitation, the International Traffic in Arms Regulations, the Export Administration Regulations, antiboycott provisions, regulations administered by the Office of Foreign Assets Control, and provisions under the Foreign Corrupt Practices Act. (B) None of the Company or any of its Subsidiaries have (i) received notice from any Governmental Authority of violations of trade and export regulations or (ii) The Company and its Affiliates have developed and implemented an export control and trade sanctions compliance program which includes corporate policies and procedures made any voluntary disclosures to ensure compliance with applicable government export control and trade sanctions statutes, regulations, and other obligations, including obtaining licenses any Governmental Authority or other Person of facts that would reasonably be expected to result in any adverse action being taken by a Governmental Authority against the Company or any of its Subsidiaries with respect to export authorizations as required for access by foreign nationals in the U.S. to controlled technologyfuture. (iiiC) In connection with its export control and trade sanctions matters, there are no adverse or negative past performance evaluations or ratings by To the U.S. Government, or any voluntary disclosures under the export control and trade sanctions Laws, any enforcement actions or threats of enforcement actions, or, to the knowledge of the officers Knowledge of the Company, any facts that could result in any adverse no Governmental Authority or negative performance evaluation that, in each case, could affect the evaluation of the Company’s or its Affiliates’ (or their successors’) obtaining approval for future export activity. (iv) Neither the U.S. Government nor any other Person has notified the Company or any of its Affiliates Subsidiaries in writing of any actual or alleged violation or breach of any statute, regulation, representation, certification, disclosure obligation, licensing obligation or other authorization or provision relating to export controls or trade sanctions. (vD) None To the Knowledge of the Company, none of the Company or any of its Affiliates Subsidiaries has undergone or is undergoing any audit, review, inspection, investigation, survey or examination of records relating to the Company’s 's or any of its Affiliates’ Subsidiaries' export activity that would, individually or in the aggregate, reasonably be expected to adversely affect adversely its future export activityactivity in any material respect or otherwise result in sanctions by any Governmental Authority that would, individually or in the aggregate, constitute a Material Adverse Event and, to the knowledge of the officers Knowledge of the Company, there is no basis for any such audit, review, inspection, investigation, survey or examination of records. (vi) The Company and its Affiliates have not been and are not now under any administrative, civil or criminal investigation or indictment involving alleged false statements, false claims or other improprieties relating to the Company’s or any of its Affiliates’ export activity, nor, to the knowledge of the officers of the Company, is there any basis for any such investigation or indictment. (vii) The Company and its Affiliates have not been and are not now a party to any administrative or civil litigation involving alleged false statements, false claims or other improprieties relating to the Company’s or any of its Affiliates’ export activity, nor, to the knowledge of the officers of the Company, is there any basis for any such proceeding.

Export Controls and Trade Sanctions. Except for such matters as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to impair materially a Company Material Adverse Effect, the Company’s and its Subsidiaries’ ability to engage in material export operations: (i) The Company and its Affiliates Subsidiaries have complied with all applicable statutory and regulatory requirements relating to export controls and trade sanctions under the Laws of the United States, as well as applicable Laws of each jurisdiction in which the Company or its Affiliates are doing business, including, without limitation, the International Traffic in Arms Regulations, the Export Administration Regulations, antiboycott provisions, and regulations administered by the Office of Foreign Assets Control, and provisions under the Foreign Corrupt Practices Act. (ii) . The Company and its Affiliates Subsidiaries have developed and implemented an export control and trade sanctions compliance program which programs that includes corporate policies and procedures designed to ensure compliance with applicable government export control and trade sanctions sanction statutes, regulations, and other obligations, including obtaining (or having third parties obtain) licenses or other authorizations as required for access by foreign nationals in the U.S. to controlled technology. (iii) technical data or defense services. In connection with its export control and trade sanctions matters, to the Company's Knowledge there are no adverse or negative past performance evaluations or ratings by the U.S. Government, or any voluntary disclosures under the export control and trade sanctions Laws, any enforcement actions or threats of enforcement actions, or, to the knowledge of the officers of the CompanyCompany or its Subsidiaries, any or facts that could result in any adverse or negative performance evaluation that, in each case, could would individually or in the aggregate reasonably be expected to adversely affect the evaluation ability of the Company’s Company or its Affiliates’ Subsidiaries' (or their successors’') obtaining approval to obtain necessary approvals for future export activity. (iv) activity in any material respect. Neither the U.S. Government nor any other Person has notified the Company or any of its Affiliates Subsidiaries in writing of any actual or alleged violation or breach of any statute, regulationregulations, representation, certification, disclosure obligation, licensing obligation or other authorization or provision relating to export controls or trade sanctions. (v) None , except for matters as have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company's Knowledge, none of the Company or its Affiliates Subsidiaries has undergone or is undergoing any audit, review, inspection, investigationinvestigations, survey or examination of records relating to the Company’s 's or any of its Affiliates’ Subsidiaries' export activity that would, individually or in the aggregate, reasonably be expected to affect adversely its future export activityactivity in any material respect, and, to the knowledge of the officers of the Company, and there is no basis for any such audit, review, inspection, investigation, survey or examination of records. (vi) The . To the Company's Knowledge, the Company and its Affiliates Subsidiaries have not been and are not now under any administrative, civil or criminal investigation or indictment involving alleged false statements, false claims or other improprieties relating to the Company’s 's or any of its Affiliates’ Subsidiaries' export activity, nor, to the knowledge of the officers Knowledge of the Company, is there any reasonable basis for any such a civil or criminal investigation or indictment. (vii) The . To the Company's Knowledge, the Company and its Affiliates Subsidiaries have not been and are not now a party to any administrative or civil litigation involving alleged false statements, false claims or other improprieties relating to the Company’s 's or any of its Affiliates’ Subsidiaries' export activity, nor, to the knowledge of the officers of the Company, nor is there any basis for any such proceedingproceeding that would constitute a Company Material Adverse Effect.