Common use of Foreign Operations and Export Control Clause in Contracts

Foreign Operations and Export Control. The Company, each of its Subsidiaries, and each officer, director, employee, agent or other Person acting on behalf of the Company or any of its Subsidiaries, has at all times since January 1, 2004 acted, except for failures to act that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (a) pursuant to valid qualifications to do business in all jurisdictions outside the United States where such qualification is required by local law and the nature of the Company’s or a Subsidiary’s activities in such jurisdictions; (b) in compliance with all applicable foreign laws, including without limitation laws relating to foreign investment, foreign exchange control, immigration, employment and taxation; (c) without notice of violation of and in compliance with all relevant anti-boycott laws, regulations and guidelines, including without limitation Section 999 of the Code and the regulations and guidelines issued pursuant thereto and the Export Administration Regulations administered by the U.S. Department of Commerce, as amended from time to time, including all reporting requirements and is not a party to any agreement requiring it to participate in or cooperate with the Arab boycott of Israel, including any agreement to provide boycott-related information or to refuse to do any business with any person or entity for boycott-related reasons; (d) without notice of violation of and, except as has been disclosed to Parent, in compliance with any applicable export or reexport control or sanctions laws, orders or regulations of any and all applicable jurisdictions, including without limitation the United States, the European Union and member states thereof, and any other jurisdiction in which the Company or any of its Subsidiaries is established or from which it exports or reexports, including without limitation the Export Administration Regulations administered by the U.S. Department of Commerce and sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department, as amended from time to time, and without notice of violation of and in compliance with any required export or reexport licenses or authorizations granted under such laws, regulations or orders; (e) without notice of violation of and in compliance with the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any Applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business or other applicable conventions, and any other applicable anti-corruption law; and (f) without notice of violation of and in compliance with any and all applicable import laws, orders or regulations of any applicable jurisdiction, as amended from time to time, and without notice of violation of and in compliance with any required import permits, licenses, authorizations and general licenses granted under such laws, regulations or orders.

Foreign Operations and Export Control. The Company, each of its Subsidiaries, and each officer, director, employee, agent or other Person acting on behalf of the Each Company or any of its Subsidiaries, has at all times since January 1, 2004 acted, except for failures to act that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (a) pursuant to valid qualifications to do business in all jurisdictions outside the United States where such qualification is required by local law and the nature of the Company’s or a Subsidiary’s activities in such jurisdictions; (b) in compliance with all applicable foreign laws, including without limitation laws relating to foreign investment, foreign exchange control, immigration, employment and taxation; (c) without written notice of violation of and in compliance with all relevant anti-anti boycott laws, regulations and guidelines, including without limitation Section 999 of the U.S. Code and the regulations and guidelines issued pursuant thereto and the Export Administration Regulations administered by the U.S. Department of Commerce, as amended from time to time, including all reporting requirements requirements, and is has not a party to entered into any agreement agreements requiring it to participate in or cooperate with the Arab boycott of Israel, including any agreement to provide boycott-related information or to refuse to do any business with any person or entity for boycott-related reasons; (db) without written notice of violation of and, except as has been disclosed to Parent, and in compliance with any and all applicable export or reexport control or sanctions laws, orders or regulations of any and all applicable jurisdictions, including without limitation the United StatesUK, the European Union and member states thereofAustralia, and any other jurisdiction in which the Company or any of its Subsidiaries is established or from which it exports or reexports, including without limitation the Export Administration Regulations administered by the U.S. Department of Commerce and sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department, all as amended from time to time, and without written notice of violation of and in compliance with any required export or reexport licenses or authorizations authorizations, general licenses or license exceptions granted under such laws, regulations or orders; (e, which licenses and authorizations are described in Section 3.35(b) without notice of violation of and in compliance with the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any Applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business or other applicable conventions, and any other applicable anti-corruption lawSeller Disclosure Schedule; and (fc) without written notice of violation of and in compliance with any and all applicable import laws, orders or regulations of any applicable jurisdiction, as amended from time to time, and without notice of violation of and in compliance with any required import permits, licenses, authorizations and general licenses granted under such laws, regulations or orders, which permits, licenses and authorizations are described in Section 3.35(c) of the Seller Disclosure Schedule.

Foreign Operations and Export Control. The Company, each of its Subsidiaries, and each officer, director, employee, agent or other Person acting on behalf of the Company or any of its Subsidiaries, has at all times since January 1December 31, 2004 2003 acted, except for failures to act that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (a) pursuant to valid qualifications to do business in all jurisdictions outside the United States where such qualification is required by local law and the nature of the Company’s or a Subsidiary’s activities in such jurisdictions; (b) in compliance in all material respects with all applicable foreign laws, including without limitation laws relating to foreign investment, investment and foreign exchange control, immigration, employment and taxation; (c) without notice of violation in any material respect of and in compliance in all material respects with all relevant anti-boycott laws, regulations and guidelines, including without limitation Section 999 of the Code and the regulations and guidelines issued pursuant thereto and the Export Administration Regulations administered by the U.S. Department of Commerce, as amended from time to time, including all reporting requirements and is not a party to any agreement requiring it to participate in or cooperate with the Arab boycott of Israel, including any agreement to provide boycott-related information or to refuse to do any business with any person or entity for boycott-related reasons; (d) without notice of violation in any material respect of and, except as has been disclosed to Parent, and in compliance in all material respects with any applicable export or reexport control or sanctions laws, orders or regulations of any and all applicable jurisdictions, including without limitation the United States, the European Union and member states thereof, and any other jurisdiction in which the Company or any of its Subsidiaries is established or from which it exports or reexports, including without limitation the Export Administration Regulations administered by the U.S. Department of Commerce and sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department, as amended from time to time, and without notice of violation of and in compliance with any required export or reexport licenses or authorizations granted under such laws, regulations or orders; (e) without notice of violation of and in compliance with the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any Applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business or other applicable conventions, and any other applicable anti-corruption law; and (f) without notice of violation in any material respect of and in compliance in all material respects with any and all applicable import laws, orders or regulations of any applicable jurisdiction, as amended from time to time, and without notice of violation of and in compliance with any required import permits, licenses, authorizations and general licenses granted under such laws, regulations or orders.

Foreign Operations and Export Control. The Company, each Company and all of its Subsidiaries, and to Company's knowledge, each officer, director, employee, agent or other Person acting on behalf of the Company or any of its SubsidiariesSubsidiary, is, and for the past five years has at all times since January 1been, 2004 acted, except for failures to act that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companyacting: (a) pursuant to valid qualifications to do business in compliance in all jurisdictions outside material respects (provided that any failure to comply would not result in material liability to the United States where such qualification is required by local law and the nature of the Company’s Company or a any Subsidiary’s activities in such jurisdictions; (b) in compliance with all applicable foreign laws, including without limitation laws relating to foreign investment, foreign exchange control, immigration, employment and taxation; (cb) without notice of violation of and in compliance in all material respects (provided that any failure to comply would not result in material liability to the Company or any Subsidiary) with all relevant anti-anti boycott laws, regulations and guidelines, including without limitation Section 999 of the Code and the regulations and guidelines issued pursuant thereto and the Export Administration Regulations administered by the U.S. Department of Commerce, as amended from time to time, including all reporting requirements and is not a party to any agreement requiring it to participate in or cooperate with the Arab boycott of Israel, including any agreement to provide boycott-related information or to refuse to do any business with any person or entity for boycott-related reasonsrequirements; (dc) without notice of violation of and, except as has been disclosed to Parent, in compliance in all material respects (provided that any failure to comply would not result in material liability to the Company or any Subsidiary) with any and all applicable export or reexport control or sanctions sanction laws, orders or regulations of any and all applicable jurisdictions, including without limitation the United StatesU.K., Norway and the European Union and member states thereofUnion, and any other jurisdiction in which the Company or any of its Subsidiaries is established or from which it exports or reexports, including without limitation the Export Administration Regulations administered by the U.S. Department of Commerce and sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department, all as amended from time to time, and without written notice of violation of and in compliance with any required export or reexport licenses or authorizations authorizations, general licenses or license exceptions granted under such laws, regulations or orders, which licenses and authorizations are described on Schedule 2.19(c); (ed) without notice of violation of and in compliance with in all material respects (provided that any failure to comply would not result in material liability to the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended, Company or any Applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business or other applicable conventions, and any other applicable anti-corruption law; and (fSubsidiary) without notice of violation of and in compliance with any and all applicable import laws, orders or regulations of any applicable jurisdiction, as amended from time to time, and without written notice of violation of and in compliance with any required import permits, licenses, authorizations and general licenses granted under such laws, regulations or orders, which permits, licenses and authorizations are described on Schedule 2.19(d); and (e) without material violation (provided that any violation would not result in material liability to the Company or any Subsidiary) of the Foreign Corrupt Practices Act of 1977.

Foreign Operations and Export Control. The Company, each of its Subsidiaries, and each officer, director, employee, agent or other Person acting on behalf of the Company or any of its Subsidiaries, has at all times since January May 1, 2004 2002 acted, except for failures to act that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (a) pursuant to valid qualifications to do business in all jurisdictions outside the United States where such qualification is required by local law Law and the nature of the Company’s or a Subsidiary’s activities in such jurisdictions; (b) in compliance with all applicable foreign lawsLaws, including without limitation laws relating to foreign investment, foreign exchange control, immigration, employment and taxation; (c) without notice of violation of and in compliance with all relevant anti-boycott laws, regulations and guidelines, including without limitation Section 999 of the Code and the regulations and guidelines issued pursuant thereto and the Export Administration Regulations administered by the U.S. Department of Commerce, as amended from time to time, including all reporting requirements and is not a party to any agreement requiring it to participate in or cooperate with the Arab boycott of Israel, including any agreement to provide boycott-related information or to refuse to do any business with any person or entity for boycott-related reasons; (d) without notice of violation of and, except as has been disclosed to Parent, in compliance with any applicable export or reexport control or sanctions laws, orders or regulations of any and all applicable jurisdictions, including without limitation the United States, the European Union and member states thereof, and any other jurisdiction in which the Company or any of its Subsidiaries is established or from which it exports or reexports, including without limitation the Export Administration Regulations administered by the U.S. Department of Commerce and sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department, as amended from time to time, and without notice of violation of and in compliance with any required export or reexport licenses or authorizations granted under such laws, regulations or orders; (e) without notice of violation of and in compliance with the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any Applicable applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business or other applicable conventions, and any other applicable anti-corruption law; and (f) without notice of violation of and in compliance with any and all applicable import laws, orders or regulations of any applicable jurisdiction, as amended from time to time, and without notice of violation of and in compliance with any required import permits, licenses, authorizations and general licenses granted under such laws, regulations or orders.

Foreign Operations and Export Control. The CompanySeller, each of its Subsidiaries, and each officer, director, employee, agent or other Person acting on behalf of the Company Seller or any of its Subsidiaries, has at all times since January November 1, 2004 acted, except for failures to act that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companyhas: (a) pursuant to valid qualifications to do business acted in compliance in all jurisdictions outside the United States where such qualification is required by local law and the nature of the Company’s or a Subsidiary’s activities in such jurisdictions; (b) in compliance material respects with all applicable foreign lawsLaws, including including, without limitation limitation, laws relating to foreign investment, foreign exchange control, immigration, employment immigration and taxationemployment; (cb) acted without notice of violation in any material respect of and in compliance in all material respects with all relevant anti-boycott laws, regulations and guidelines, including without limitation Section 999 of the Code and the regulations and guidelines issued pursuant thereto and the Export Administration Regulations administered by the U.S. Department of Commerce, as amended from time to time, including all reporting requirements and is not a party to any agreement requiring it to participate in or cooperate with the Arab boycott of Israel, including any agreement to provide boycott-related information or to refuse to do any business with any person or entity for boycott-related reasons; (dc) acted without notice of violation in any material respect of and, except as has been disclosed to Parent, and in compliance in all material respects with any applicable export or reexport re-export control or sanctions lawsLaws, orders or regulations of any and all applicable jurisdictions, including without limitation the United States, the European Union and member states thereof, and any other jurisdiction in which the Company Seller or any of its Subsidiaries is established or from which it exports or reexports, including without limitation the Export Administration Regulations administered by the U.S. Department of Commerce and sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department, as amended from time to time, and without notice of violation of and in compliance with any required export or reexport licenses or authorizations granted under such laws, regulations or orders; (ed) acted without notice of violation of and in compliance with the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any Applicable applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business or other applicable conventions, and any other applicable anti-corruption law; andEXECUTION VERSION (fe) acted without notice of violation in any material respect of and in compliance in all material respects with any and all applicable import laws, orders or regulations Laws of any applicable jurisdiction, as amended from time to time, and without notice of violation of and in compliance with any required import permits, licenses, authorizations and general licenses granted under such lawsLaws; and (f) not sold any products from the Operational Surveillance Business (as defined in the IPMA) to any of the following foreign governments or contractors thereto: Albania, regulations or ordersArmenia, Azerbaijan, Belarus, Burma, Cambodia, the People’s Republic of China, Cuba, Georgia, Iran, Iraq, Kazakhstan, Kyrgyzstan, Laos, Libya, Macao, Moldova, Mongolia, North Korea, Russia, Sudan, Syria, Tajikistan, Turkmenistan, Ukraine, Uzbekistan and Vietnam.

Foreign Operations and Export Control. The CompanySeller, each of its Subsidiaries, and each officer, director, employee, agent or other Person acting on behalf of the Company Seller or any of its Subsidiaries, has at all times since January October 1, 2004 acted, except for failures to act that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (a) pursuant to valid qualifications to do business in compliance in all jurisdictions outside the United States where such qualification is required by local law and the nature of the Company’s or a Subsidiary’s activities in such jurisdictions; (b) in compliance material respects with all applicable foreign lawsLaws, including including, without limitation limitation, laws relating to foreign investment, foreign exchange control, immigration, employment and taxation; (cb) without notice of violation in any material respect of and in compliance in all material respects with all relevant anti-boycott laws, regulations and guidelines, including without limitation Section 999 of the Code and the regulations and guidelines issued pursuant thereto and the Export Administration Regulations administered by the U.S. Department of Commerce, as amended from time to time, including all reporting requirements and is not a party to any agreement requiring it to participate in or cooperate with the Arab boycott of Israel, including any agreement to provide boycott-related information or to refuse to do any business with any person or entity for boycott-related reasons; (dc) without notice of violation in any material respect of and, except as has been disclosed to Parent, and in compliance in all material respects with any applicable export or reexport control or sanctions laws, orders or regulations of any and all applicable jurisdictions, including without limitation the United States, the European Union and member states thereof, and any other jurisdiction in which the Company Seller or any of its Subsidiaries is established or from which it exports or reexports, including without limitation the Export Administration Regulations administered by the U.S. Department of Commerce and sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department, as amended from time to time, and without notice of violation of and in compliance with any required export or reexport licenses or authorizations granted under such laws, regulations or orders; (ed) without notice of violation of and in compliance with the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any Applicable applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business or other applicable conventions, and any other applicable anti-corruption law; and (fe) without notice of violation in any material respect of and in compliance in all material respects with any and all applicable import laws, orders or regulations Laws of any applicable jurisdiction, as amended from time to time, and without notice of violation of and in compliance with any required import permits, licenses, authorizations and general licenses granted under such laws, regulations or ordersLaws.

Foreign Operations and Export Control. The CompanyAt all times, the Company and each of its Subsidiaries, and each officer, director, employee, agent or other Person acting on behalf of the Company or any of its Subsidiaries, Subsidiaries has at all times since January 1, 2004 acted, except for failures to act that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (a) pursuant to valid qualifications to do business in all jurisdictions outside the United States where such qualification is required by local law Law and the nature of the Company’s or a Subsidiary’s any of its Subsidiaries’ activities in such jurisdictions; (b) in compliance with all applicable foreign lawsLaws, including without limitation laws Laws relating to foreign investment, foreign exchange control, immigration, employment and taxation; (c) without notice of violation of and in compliance with all relevant anti-boycott laws, regulations and guidelines, including without limitation Section 999 of the Code and the regulations and guidelines issued pursuant thereto and the Export Administration Regulations administered by the U.S. Department of Commerce, as amended from time to time, including all reporting requirements and is not a party to any agreement requiring it to participate in or cooperate with the Arab boycott of IsraelIsrael in violation of the aforementioned anti-boycott laws and has reported any request to do so, including any agreement to provide boycott-related information or to refuse to do any business with any person or entity for boycott-related reasonsreasons in violation of the aforementioned anti-boycott laws; (d) without notice of violation of and, except as has been disclosed to Parent, and in compliance with any applicable export or reexport control or sanctions laws, orders or regulations of any and all applicable jurisdictions, including without limitation the United States, the European Union and member states thereof, States and any other jurisdiction in which the Company or any relevant Subsidiary of its Subsidiaries the Company is established or from which it exports or reexportsreexports any items or in which it provides services, including without limitation the Export Administration Regulations administered by the Bureau of Industry and Security of the U.S. Department of Commerce and (“BIS”), sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury DepartmentDepartment (“OFAC)” and the International Traffic in Arms Regulations (“ITAR”) administered by the Directorate of Defense Trade Controls of the U.S. State Department (“DDTC”), all as amended from time to time, and without notice of violation of and in compliance with the requirements of any applicable general licenses or license exceptions and exemptions, and has obtained any required export or reexport licenses or authorizations granted under such laws, regulations or ordersorders and complied with all terms and provisos thereof, which licenses or authorizations (exclusive of any exports validly made pursuant to applicable license exemptions in the ITAR, license exceptions in the Export Administration Regulations or general licenses in the rules or regulations of OFAC) are described in Schedule 2.31, and without the filing of any initial notifications or final notifications of voluntary disclosures with BIS, DDTC or OFAC; (e) without notice of violation of the registration and reporting requirements under Part 122 and Part 129 of the ITAR; (f) without violation and in compliance with the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any Applicable applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business or other applicable anti-corruption conventions, and any other applicable anti-corruption law; and; (fg) without written notice of violation of and in compliance with any and all applicable import laws, orders or regulations of any applicable jurisdiction, as amended from time to time, and without notice of violation of and in compliance with any required import permits, licenses, authorizations and general licenses granted under such laws, regulations or orders, which permits, licenses and authorizations are described in Schedule 2.31; and (h) none of the products exported by the Company or any of its Subsidiaries are those defined in 15 C.F.R. Section 740.17(b)(3)(iii) and, specifically, none of such products are encryption commodities and software that provide or perform vulnerability analysis, network forensics or computer forensics functions characterized by any of the following: (i) automated network analysis, visualization or packet inspection for profiling network flow, network user or client behavior, or network structure/topology and adapting in real-time to the operating environment; or (ii) investigation of data leakage, network breaches and other malicious intrusion activities through triage of captured digital forensic data for law enforcement purposes or in a similarly rigorous evidentiary manner.

Foreign Operations and Export Control. The CompanySeller, each of its Subsidiaries, and each officer, director, employee, agent or other Person acting on behalf of the Company Seller or any of its Subsidiaries, has at all times since January November 1, 2004 acted, except for failures to act that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companyhas: (a) pursuant to valid qualifications to do business acted in compliance in all jurisdictions outside the United States where such qualification is required by local law and the nature of the Company’s or a Subsidiary’s activities in such jurisdictions; (b) in compliance material respects with all applicable foreign lawsLaws, including including, without limitation limitation, laws relating to foreign investment, foreign exchange control, immigration, employment immigration and taxationemployment; (cb) acted without notice of violation in any material respect of and in compliance in all material respects with all relevant anti-boycott laws, regulations and guidelines, including without limitation Section 999 of the Code and the regulations and guidelines issued pursuant thereto and the Export Administration Regulations administered by the U.S. Department of Commerce, as amended from time to time, including all reporting requirements and is not a party to any agreement requiring it to participate in or cooperate with the Arab boycott of Israel, including any agreement to provide boycott-related information or to refuse to do any business with any person or entity for boycott-related reasons; (dc) acted without notice of violation in any material respect of and, except as has been disclosed to Parent, and in compliance in all material respects with any applicable export or reexport re-export control or sanctions lawsLaws, orders or regulations of any and all applicable jurisdictions, including without limitation the United States, the European Union and member states thereof, and any other jurisdiction in which the Company Seller or any of its Subsidiaries is established or from which it exports or reexports, including without limitation the Export Administration Regulations administered by the U.S. Department of Commerce and sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department, as amended from time to time, and without notice of violation of and in compliance with any required export or reexport licenses or authorizations granted under such laws, regulations or orders; (ed) acted without notice of violation of and in compliance with the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any Applicable applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business or other applicable conventions, and any other applicable anti-corruption law; and; (fe) acted without notice of violation in any material respect of and in compliance in all material respects with any and all applicable import laws, orders or regulations Laws of any applicable jurisdiction, as amended from time to time, and without notice of violation of and in compliance with any required import permits, licenses, authorizations and general licenses granted under such lawsLaws; and (f) not sold any products from the Operational Surveillance Business (as defined in the IPMA) to any of the following foreign governments or contractors thereto: Albania, regulations or ordersArmenia, Azerbaijan, Belarus, Burma, Cambodia, the People’s Republic of China, Cuba, Georgia, Iran, Iraq, Kazakhstan, Kyrgyzstan, Laos, Libya, Macao, Moldova, Mongolia, North Korea, Russia, Sudan, Syria, Tajikistan, Turkmenistan, Ukraine, Uzbekistan and Vietnam.

Foreign Operations and Export Control. The CompanyExcept as set forth in Schedule 2.29, at all times in the last two (2) years, (i) the Company and each of its SubsidiariesSubsidiaries are not, were not and each officerwill not become subject to any material unpaid import-related duties, directortaxes, employee, agent interest or other Person acting on behalf of penalties associated with the failure by the Company or any of its Subsidiaries, has at all times since January 1, 2004 acted, except for failures Subsidiaries to act that would not reasonably be expected to have, individually or register with the appropriate Government authority in the aggregateUnited States as an “importer of record” of solar modules or to pay import or related duties, taxes, interest or penalties in the United States as an “importer of record” of solar modules, in either case as a Material Adverse Effect on result of the Companyimportation of solar modules by the Company or any of its Subsidiaries prior to the Effective Time and (ii) the Company and each of its Subsidiaries have acted: (a) in all material respects pursuant to valid qualifications to do business in all jurisdictions outside the United States where such qualification is required by local law Law and the nature of the Company’s or a Subsidiary’s any of its Subsidiaries’ activities in such jurisdictions; (b) in material compliance with all applicable foreign lawsLaws, including without limitation laws Laws relating to foreign investment, foreign exchange control, immigration, employment and taxation; (c) without notice of material violation of and in material compliance with all relevant anti-boycott laws, regulations and guidelines, including without limitation Section 999 of the Code and the regulations and guidelines issued pursuant thereto and the Export Administration Regulations administered by the U.S. Department of Commerce, as amended from time to time, including all reporting requirements and is not a party to any agreement requiring it to participate in or cooperate with the Arab boycott of Israel, including any agreement to provide boycott-related information or to refuse to do any business with any person or entity Person for boycott-related reasons; (d) without notice of material violation of and, except as has been disclosed to Parent, and in material compliance with any applicable export or reexport control or sanctions laws, orders or regulations of any and all applicable jurisdictions, including without limitation the United States, the European Union and member states thereof, States and any other jurisdiction in which the Company or any relevant Subsidiary of its Subsidiaries the Company is established or from which it exports or reexportsreexports any items or in which it provides services, including without limitation the Export Administration Regulations administered administrated by the U.S. Department of Commerce and Commerce, sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department and the International Traffic in Arms Regulations administered by the U.S. State Department, all as amended from time to time, and without notice of violation of and in compliance with the requirements of any applicable general licenses or license exceptions, and any required export or reexport licenses or authorizations granted under such laws, regulations or orders, which licenses or authorizations are described in Schedule 2.29; (e) without notice of violation of and in compliance with the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any Applicable applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business or other applicable conventions, and any other applicable anti-corruption law; and (f) without written notice of violation of and in material compliance with any and all applicable import laws, orders or regulations of any applicable jurisdiction, as amended from time to time, and without notice of violation of and in material compliance with any required import permits, licenses, authorizations and general licenses granted under such laws, regulations or orders, which permits, licenses and authorizations are described in Schedule 2.29.

Foreign Operations and Export Control. The CompanyAt all times, the Company and each of its Subsidiaries, and each officer, director, employee, agent or other Person acting on behalf of the Company or any of its Subsidiaries, Subsidiaries has at all times since January 1, 2004 acted, except for failures to act that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (a) pursuant to valid qualifications to do business in all jurisdictions outside the United States where such qualification is required by local law Law and the nature of the Company’s or a Subsidiary’s any of its Subsidiaries’ activities in such jurisdictions; (b) in compliance with all applicable foreign lawsLaws, including including, without limitation laws limitation, Laws relating to foreign investment, foreign exchange control, immigration, employment and taxation; (c) without notice of violation of and in compliance with all relevant anti-boycott laws, regulations and guidelines, including including, without limitation limitation, Section 999 of the Code and the regulations and guidelines issued pursuant thereto and the Export Administration Regulations administered by the U.S. Department of Commerce, as amended from time to time, including all reporting requirements and is not a party to any agreement requiring it to participate in or cooperate with the Arab boycott of IsraelIsrael in violation of the aforementioned anti-boycott laws and has reported any request to do so, including any agreement to provide boycott-related information or to refuse to do any business with any person or entity for boycott-related reasonsreasons in violation of the aforementioned anti-boycott laws; (d) except as set forth on Schedule 2.29(d), without notice of violation of and, except as has been disclosed to Parent, and in compliance with any applicable export or reexport re-export control or sanctions laws, orders or regulations of any and all applicable jurisdictions, including including, without limitation limitation, the United States, the European Union and member states thereof, States and any other jurisdiction in which the Company or any relevant Subsidiary of its Subsidiaries the Company is established or from which it exports or reexportsre-exports any items or in which it provides services, including including, without limitation limitation, the Export Administration Regulations administered by the Bureau of Industry and Security of the U.S. Department of Commerce and (“BIS”), sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury DepartmentDepartment (“OFAC” and the International Traffic in Arms Regulations (“ITAR”) administered by the Directorate of Defense Trade Controls of the U.S. State Department (“DDTC”), all as amended from time to time, and without notice of violation of and in compliance with the requirements of any applicable general licenses or license exceptions and exemptions, and has obtained any required export or reexport re-export licenses or authorizations granted under such laws, regulations or ordersorders and complied with all terms and provisos thereof, which licenses or authorizations (exclusive of any exports validly made pursuant to applicable license exemptions in the ITAR, license exceptions in the Export Administration Regulations or general licenses in the rules or regulations of OFAC) are described in Schedule 2.29, and without the filing of any initial notifications or final notifications of voluntary disclosures with BIS, DDTC or OFAC; (e) without notice of violation of the registration and reporting requirements under Part 122 and Part 129 of the ITAR; (f) without violation and in compliance with the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any Applicable applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business or other applicable anti-corruption conventions, and any other applicable anti-corruption law; and; (fg) without written notice of violation of and in compliance with any and all applicable import laws, orders or regulations of any applicable jurisdiction, as amended from time to time, and without notice of violation of and in compliance with any required import permits, licenses, authorizations and general licenses granted under such laws, regulations or orders, which permits, licenses and authorizations are described in Schedule 2.29; and (h) none of the products exported by the Company or any of its Subsidiaries are those defined in 15 C.F.R. Section 740.17(b)(3)(iii) and, specifically, none of such products are encryption commodities and software that provide or perform vulnerability analysis, network forensics or computer forensics functions characterized by any of the following: (i) automated network analysis, visualization or packet inspection for profiling network flow, network user or client behavior, or network structure/topology and adapting in real-time to the operating environment; or (ii) investigation of data leakage, network breaches and other malicious intrusion activities through triage of captured digital forensic data for law enforcement purposes or in a similarly rigorous evidentiary manner. The exports listed in Attachment A to the voluntary self-disclosure described in Schedule 2.29 (the “VSD”) constitute all the exports made by the Company of items with encryption functionality between April 1, 2007, and May 9, 2011. All statements made in the VSD and all statements made by the Company to BIS in connection with the VSD are true and accurate. Between May 10, 2011, and June 8, 2011, the Company did not export any items with encryption functionality.