Common use of Import and Export Control Laws Clause in Contracts

Import and Export Control Laws. The Company and each of its Subsidiaries has at all times as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance with (i) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts material business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained, and is in material compliance with, any material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the export and re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) There are no pending or, to the knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such Export Approvals; (c) To the knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s or any of its Subsidiaries’ import or export transactions that may give rise to any future claims; (d) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost; (e) None of the Company, its Subsidiaries or any of their respective Affiliates (i) is a party to any Contract or bid with, or has conducted business with (directly or, to the knowledge of the Company, indirectly), a third party located in Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syria, or Sudan or (ii) otherwise has any operations in, or sales to, any of such countries; (f) Since October 1, 2003, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Entity claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (g) None of the Company, its Subsidiaries or any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Entity regarding any past import or export control violations.

Import and Export Control Laws. The Company and each of its Subsidiaries has at all times as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance with (i) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts material business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained, and is in material compliance with, any all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the export and re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) There are no pending or, to the knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such Export Approvals; (c) To the knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s or any of its Subsidiaries’ import or export transactions that may give rise to any future claims; (d) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously in a reasonably timely manner without material cost; (e) None of the Company, its Subsidiaries or any of their respective Affiliates (i) is a party to any Contract or bid with, or has conducted business with (directly or, to the knowledge of the Company, indirectly), a third party located in Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syriain, or Sudan or (ii) otherwise has any operations in, or sales to, any of such countriesCuba, Iran, Syria or Sudan; (f) Since October January 1, 2003, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Entity claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (g) None of the Company, its Subsidiaries or any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Entity regarding any past import or export control violations.

Import and Export Control Laws. The Company and each of its Subsidiaries has since April 8, 2005, at all times as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance with (ia) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (iib) all other applicable import/export controls in other countries in which the Company conducts material business. Without limiting the foregoing: (a) The the Company and each of its Subsidiaries has obtained, and is in material compliance with, any material all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity Authority required for (i) the export and re-export of products, services, software Software and technologies and (ii) releases of technologies and software Software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) There there are no pending or, to the knowledge Knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such Export Approvals; (c) To the knowledge of the Company, there are no actions, conditions or circumstances pertaining Export Approvals with respect to the Company’s or any of its Subsidiaries’ import or export transactions that may give rise to any future claimsMerger are required; (d) No Export Approvals for neither the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost; (e) None of the Company, its Subsidiaries or Company nor any of their respective its Affiliates (i) is a party to any Contract or bid with, or has conducted business with (directly or, to the knowledge Knowledge of the Company, indirectly), a third party any Person located in in, or otherwise has any operations in, or sales to, Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syria, Syria or Sudan or (ii) otherwise has any operations in, or sales to, any of such countriesSudan; (fe) Since October 1, 2003, neither the Company nor any of its Subsidiaries has not received written notice to the effect that a Governmental Entity Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (gf) None of neither the Company, its Subsidiaries or Company nor any of their respective its Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Entity Authority regarding any past import or export control violations.

Import and Export Control Laws. The Company Except as set forth in Schedule 3.24 of the Seller Disclosure Schedule, Seller and each of its Subsidiaries has have with respect to the Sale Business, at all times as to which the applicable statute of limitations has not yet expired, conducted its their import and export transactions materially in accordance with (ia) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act of 1979, as amended, and the Export Administration Regulations and the economic sanctions regulations implemented by the Office of Foreign Assets Control Regulations and (iib) all other applicable import/export controls in other countries in which the Company Seller or any of its Subsidiaries conducts material business. Without limiting the foregoingforegoing with respect to the Sale Business: (a) The Company Seller and each of its Subsidiaries has have obtained, and is are in material compliance with, any material all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any U.S. Governmental Entity Authority required for (i) the export and re-export of products, services, software services and technologies Technology and (ii) releases of technologies and software Technology to foreign nationals located in the United States and abroad (“Export Approvals”); (b) There there are no pending or, to the knowledge Knowledge of the CompanySeller, threatened claims against the Company Seller or any of its Subsidiaries with respect to such Export Approvals; (c) To to the knowledge Knowledge of the CompanySeller, there are no actions, conditions or circumstances pertaining to the CompanySeller’s or any of its Subsidiaries’ Subsidiary’s import or export transactions that may give rise to any future claims; (d) No no Export Approvals for with respect to the transfer of export licenses to Parent or the Surviving Corporation transactions contemplated hereby are required, or such Export Approvals can be obtained expeditiously without material cost; (e) None of the Companyneither Seller, its Subsidiaries or nor any of their respective Affiliates (i) Subsidiary is a party to any Contract or bid with, or has conducted business with (directly or, to the knowledge Knowledge of the CompanySeller, indirectly), a third party any Person located in, or otherwise has any operations in Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syria, Syria or Sudan or (ii) otherwise has any operations in, or sales to, any of such countriesSudan; (f) Since October 1, 2003, neither the Company nor any of Seller and its Subsidiaries has have not received written notice to the effect that from a Governmental Entity claimed Authority claiming or alleged alleging that the Company Seller or any of its Subsidiaries Subsidiary was not in compliance in a material respect with any applicable Applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (g) None of the Company, its Subsidiaries or neither Seller nor any of their respective Affiliates Subsidiary has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Entity Authority regarding any past import or export control violations.

Import and Export Control Laws. The Company and each of its Subsidiaries has Acquired Corporations have, at all times as to which the applicable statute of limitations has not yet expired, conducted its their import and export transactions materially in accordance with (i) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in of other countries in with which the Company conducts material Acquired Corporations do business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has the Acquired Corporations have obtained, and is are in material compliance with, any material all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity Authority required for (i) the export and re-export of products, services, software Software and technologies and (ii) releases of technologies and software Software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) There there are no pending or, to the knowledge Knowledge of the CompanyAcquired Corporations, threatened claims against the Company or any of its Subsidiaries Acquired Corporation with respect to such Export Approvals; (c) To to the knowledge Knowledge of the CompanyAcquired Corporations, there are no actions, conditions or circumstances pertaining to the Company’s or any of its SubsidiariesAcquired Corporations’ import or export transactions that may give rise to any future claims; (d) No no Export Approvals for with respect to the transfer of export licenses to Parent or the Surviving Corporation Merger are required, or such Export Approvals can be obtained expeditiously without material cost; (e) None of neither the Company, its Subsidiaries or Acquired Corporations nor any of their respective Affiliates (i) is a party to any Contract or bid with, or has conducted business with (directly or, to the knowledge Knowledge of the CompanyAcquired Corporations, indirectly), a third party any Person located in in, otherwise has any operations in, or sales to, Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syria, Syria or Sudan or (ii) otherwise has any operations in, or sales to, any of such countriesSudan; (f) Since October since January 1, 20032010, neither the Company nor any of its Subsidiaries no Acquired Corporation has received written notice to the effect that a Governmental Entity Authority claimed or alleged that the Company or any of its Subsidiaries Acquired Corporation was not in compliance in a material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (g) None of neither the Company, its Subsidiaries or Acquired Corporations nor any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Entity Authority regarding any past import or export control violations.

Import and Export Control Laws. The Company and each of its Subsidiaries has since April 8, 2005, at all times as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance with (ia) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (iib) all other applicable import/export controls in other countries in which the Company conducts material business. Without limiting the foregoing: (a) The : the Company and each of its Subsidiaries has obtained, and is in material compliance with, any material all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity Authority required for (i) the export and re-export of products, services, software Software and technologies and (ii) releases of technologies and software Software to foreign nationals located in the United States and abroad (“"Export Approvals”"); (b) There ; there are no pending or, to the knowledge Knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such Export Approvals; (c) To the knowledge of the Company, there are ; no actions, conditions or circumstances pertaining Export Approvals with respect to the Company’s or Merger are required; neither the Company nor any of its Subsidiaries’ import or export transactions that may give rise to any future claims; (d) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost; (e) None of the Company, its Subsidiaries or any of their respective Affiliates (i) is a party to any Contract or bid with, or has conducted business with (directly or, to the knowledge Knowledge of the Company, indirectly), a third party any Person located in in, or otherwise has any operations in, or sales to, Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syria, Syria or Sudan or (ii) otherwise has any operations in, or sales to, any of such countries; (f) Since October 1, 2003, neither Sudan; the Company nor any of its Subsidiaries has not received written notice to the effect that a Governmental Entity Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (g) None of and neither the Company, its Subsidiaries or Company nor any of their respective its Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Entity Authority regarding any past import or export control violations.

Import and Export Control Laws. The Company and each of its Subsidiaries has have at all times as to which the applicable statute of limitations has not yet expired, conducted its their import and export transactions materially in accordance with (ix) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and all Laws implemented by the Office of Foreign Assets Control Regulations of the Department of the Treasury (“OFAC”) and (iiy) all other applicable import/export controls in other countries in which the Company and its Subsidiaries conducts material business. Without limiting the foregoing: (a) The the Company and each of its Subsidiaries has have obtained, and is are in material compliance with, any material all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity Authority required for (i) the export and re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) There there are no pending or, to the knowledge Knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such Export Approvals; (c) To the knowledge of the Company, there are no actions, conditions or circumstances pertaining Export Approvals with respect to the Company’s or any of its Subsidiaries’ import or export transactions that may give rise to any future claims; (d) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation Merger are required, or such Export Approvals can be obtained expeditiously in a reasonably timely manner without material cost; (ed) None none of the Company, its Subsidiaries Company or any of their respective Affiliates its Subsidiaries is party to any contract or is engaged in any transaction or other business with (i) is a party any country that, at the time of the relevant transaction, was subject to sanctions enforced by OFAC, including, the government or any Contract or bid withsub-division thereof, agents, representatives, or has conducted business with (directly or, to the knowledge of the Company, indirectly), a third party located in Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syriaresidents thereof, or Sudan any entity formed, based or resident therein (or any agent thereof) or (ii) otherwise has any operations inPerson that is included, at the time of the relevant transaction, in the list of Specially Designated Nationals and Blocked Persons published by the United States Department of the Treasury or sales toany other restricted entity or person, any as may be promulgated by the United States government from time to time, in each case to the extent the Laws implemented by OFAC apply to the Company or such Subsidiary of such countriesthe Company; (fe) Since October 1since September 29, 20032011, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Entity Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; andState and OFAC; (gf) None none of the Company, its Subsidiaries or any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Entity Authority regarding any past import or export control violations; and (g) Section 3.27(g) of the Schedule of Exceptions sets forth the countries in which the Company or any of its Subsidiaries directly derived revenue during the twelve months ended March 31, 2014.

Import and Export Control Laws. The Company and each of its Subsidiaries has has, at all times as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance with (ia) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and International Traffic in Arms Regulations and (iib) all other applicable import/export controls in other countries in which the Company conducts material business. Without limiting the foregoing: (a) The : the Company and each of its Subsidiaries has obtained, and is in material compliance with, any material all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity Authority required for (i) the export and re-export of products, services, software Software, semiconductors, semiconductor designs and technologies and (ii) releases of technologies and software Software to foreign nationals located in the United States and abroad (“"Export Approvals”"); (b) There ; there are no pending or, to the knowledge Knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such Export Approvals; (c) To the knowledge of the Company, ; there are no actions, conditions or circumstances pertaining to the Company’s or any of its Subsidiaries’ 's import or export transactions that may would reasonably be expected to give rise to any future claims; (d) No Export Approvals ; no consents or approvals for the transfer of export licenses licenses, or Export Approvals with respect to Parent or the Surviving Corporation Merger are required, except for such consents or such Export Approvals approvals that can be obtained expeditiously without material cost; (e) None of ; neither the Company, its Subsidiaries or Company nor any of their respective its Affiliates (i) is a party to any Contract or bid with, or has conducted business with (directly or, to the knowledge Knowledge of the Company, indirectly), a third party any Person located in in, or otherwise has any operations in, or sales to, Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syria, Syria or Sudan or (ii) otherwise has any operations in, other country to which the sale or sales to, any export of such countries; (f) Since October 1, 2003, neither certain materials or technologies is prohibited under the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and International Traffic in Arms Regulations; the Company nor any of its Subsidiaries has not received written notice to the effect that a Governmental Entity Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any applicable Laws relating to the export of goods and goods, technology and/or services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (g) None of and neither the Company, its Subsidiaries or Company nor any of their respective its Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Entity Authority regarding any past import or export control violations.

Import and Export Control Laws. The Company and each of its Subsidiaries has has, at all times as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance with (ia) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (iib) all other applicable import/export controls in other countries in which the Company conducts material businessCompany. Without limiting the foregoing: (a) The the Company and each of its Subsidiaries has obtained, and is in material compliance with, any material all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity Authority required for (i) the export and re-export of products, services, software Software and technologies and (ii) releases of technologies and software Software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) There there are no pending or, to the knowledge Knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such Export Approvals; (c) To to the knowledge Knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s or any of its Subsidiaries’ import or export transactions that may give rise to any future claims; (d) No no Export Approvals for with respect to the transfer of export licenses to Parent or the Surviving Corporation Merger are required, or such Export Approvals can be obtained expeditiously without material cost; (e) None of neither the Company, its Subsidiaries or Company nor any of their respective Affiliates (i) its subsidiaries is a party to any Contract or bid with, or has conducted business with (directly or, to the knowledge Knowledge of the Company, indirectly), a third party any Person located in in, or otherwise has any operations in, or sales to, Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syria, Syria or Sudan or (ii) otherwise has any operations in, or sales to, any of such countriesSudan; (f) Since October 1, 2003, neither the Company nor any of its Subsidiaries has not received written notice to the effect that a Governmental Entity Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (g) None of neither the Company, its Subsidiaries or Company nor any of their respective its Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Entity Authority regarding any past import or export control violations.

Import and Export Control Laws. The Since June 30, 2012, the Company and each of its Subsidiaries has at all times as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance in all material respects with (i) all applicable U.S. import, export and re-export controlscontrols and all applicable sanction and trade restrictions, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and Regulations, (ii) all other applicable import/export controls in other countries in which the Company conducts material and its Subsidiaries regularly conduct business, and (iii) the foreign exchange regulations of any jurisdiction in which the Company and its Subsidiaries regularly conduct business or to which the Company or any of its Subsidiaries is subject (collectively, “Company Import and Export Control Laws”). Without limiting the foregoing: (a) The since June 30, 2012, the Company and each of its Subsidiaries has obtained, and is in compliance in all material compliance respects with, any all material export licenses, license exceptions and other consents, notices, waivers, approvals (including but not limited to any foreign exchange approvals), orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity Authority of countries in which the Company or its Subsidiaries conduct business required for (i) the export and re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) There there are no pending or, to the knowledge Knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such Export ApprovalsApprovals and Company Import and Export Control Laws; (c) To the knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s or any of its Subsidiaries’ import or export transactions that may give rise to any future claims; (d) No Export Approvals for the transfer of export licenses to Parent or the First Step Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost; (ed) None none of the Company, its Subsidiaries or any of their respective Affiliates (i) is a party to any Contract contract or bid with, or or, since June 30, 2012, has conducted business in violation of applicable Law with (directly or, to the knowledge Knowledge of the Company, indirectly), a third party Person located in Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syriain, or Sudan or (ii) that otherwise has any operations in, or sales to, any of such countriesIran, Sudan, Syria or North Korea; (fe) Since October 1since June 30, 20032012, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Entity Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a any material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and; (gf) None since June 30, 2012, none of the Company, its Subsidiaries or any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Entity Authority regarding any past import or export control violations; and (g) the Company has established reasonable internal controls and procedures intended to ensure compliance with the Company Import and Export Control Laws, and has made available to Parent copies of any such written controls and procedures.

Import and Export Control Laws. The Company and each of its Subsidiaries has at all times as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance in all material respects with (i) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations Regulations, and (ii) all other applicable import/export controls in other countries in which the Company conducts and its Subsidiaries conduct material business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained, and is in compliance in all material compliance respects with, any all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the export and re-export of products, services, software Software and technologies and (ii) releases of technologies and software Software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) There are no pending or, to the knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such Export Approvals; (c) To the knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s or any of its Subsidiaries’ import or export transactions that may give rise to any future claims; (d) No Except as set forth on Section 5.18(d) of the Company Disclosure Schedule, no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or if any such Export Approvals are required, they can be obtained expeditiously without material cost; (e) None of the Company, its Subsidiaries or any of their respective Affiliates (i) is a party to any Contract or bid with, or has conducted business with (directly or, to the knowledge of the Company, indirectly), a third party Person located in in, or otherwise has any operations in, or sales to, Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syria, Syria or Sudan or (ii) otherwise has any operations in, or sales to, any of such countriesSudan; (f) Since October January 1, 20032004, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Entity claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a any material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (g) None of the Company, its Subsidiaries or any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Entity regarding any past import or export control violations.

Import and Export Control Laws. The Company and each of its Subsidiaries has Acquired Companies have, at all times as to which the applicable statute of limitations has not yet expired, conducted its their import and export transactions materially in all respects in accordance with (i) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in of other countries in with which the Company conducts material Acquired Companies do business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has the Acquired Companies have obtained, and is are in material compliance with, any material all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity Body required for (i) the export and re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) There there are no pending or, to the knowledge Knowledge of the Company, threatened claims against the any Acquired Company or any of its Subsidiaries with respect to such Export Approvals; (c) To to the knowledge Knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s or any of its SubsidiariesAcquired Companies’ import or export transactions that may give rise to any future claims; (d) No to the Knowledge of the Company, no Export Approvals for with respect to the transfer of export licenses to Parent or the Surviving Corporation transactions contemplated hereby are required, or such Export Approvals can be obtained expeditiously without material cost; (e) None neither the Acquired Companies nor to the Knowledge of the Company, its Subsidiaries or Company any of their respective Affiliates (i) is a party to any Contract or bid with, or has conducted business with (directly or, to the knowledge Knowledge of the Company, indirectly), a third party any Person (i) located in Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syriain, or Sudan or (ii) to the Knowledge of the Company, otherwise has any operations in, or sales to, the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria or Sudan; or (ii) that is the target of any economic sanctions (including designation on the list of such countriesOffice of Foreign Assets Control List of Specially Designated Nationals and Blocked Parties) imposed by any Governmental Body to whose jurisdiction the Company is subject; (f) Since October 1in the past five years, 2003, neither the no Acquired Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Entity Authority claimed or alleged that the any Acquired Company or any of its Subsidiaries was not in compliance in a material respect with any applicable Laws Legal Requirements relating to the export of goods and services to or the conduct of any transaction with any person in any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of the Treasury, the United States Department of Commerce and the United States Department of State; and (g) None of neither the Company, its Subsidiaries or Acquired Companies nor any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Entity Authority regarding any past import import, export control, antiboycott or export control economic sanctions violations.

Import and Export Control Laws. The Company C-COR and each of its Subsidiaries has at all times as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance in all material respects with (i) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations Regulations, and (ii) all other applicable import/export controls in other countries in which the Company conducts C-COR and its Subsidiaries conduct material business. Without limiting the foregoing: (a) The Company C-COR and each of its Subsidiaries has obtained, and is in compliance in all material compliance respects with, any all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity governmental entity required for (i) the export and re-export of products, services, software Software and technologies and (ii) releases of technologies and software Software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) There are no pending or, to the knowledge of the CompanyC-COR, threatened claims against the Company C-COR or any of its Subsidiaries with respect to such Export Approvals; (c) To the knowledge of the CompanyC-COR, there are no actions, conditions or circumstances pertaining to the CompanyC-COR’s or any of its Subsidiaries’ import or export transactions that may give rise to any future claims; (d) No Except as set forth on Section 4.24(d) of the C-COR Disclosure Schedule, no Export Approvals for the transfer of export licenses to Parent ARRIS or the Surviving Corporation are required, or if any such Export Approvals are required, they can be obtained expeditiously without material cost; (e) None of the CompanyC-COR, its Subsidiaries or any of their respective Affiliates (i) affiliates is a party to any Contract contract or bid with, or has conducted business with (directly or, to the knowledge of the CompanyC-COR, indirectly), a third party person located in in, or otherwise has any operations in, or sales to, Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syria, Syria or Sudan or (ii) otherwise has any operations in, or sales to, any of such countriesSudan; (f) Since October January 1, 20032007, neither the Company C-COR nor any of its Subsidiaries has received written notice to the effect that a Governmental Entity governmental entity claimed or alleged that the Company C-COR or any of its Subsidiaries was not in compliance in a any material respect with any applicable Laws laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (g) None of the CompanyC-COR, its Subsidiaries or any of their respective Affiliates affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Entity governmental entity regarding any past import or export control violations.

Import and Export Control Laws. The Company and each of its Subsidiaries has has, at all times as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance with (i) applicable Laws and all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts material business. Without limiting the foregoing: (a) The the Company and each of its Subsidiaries has obtained, and is in material compliance with, any material all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity Authority required for (i) the export and re-export of products, services, software Software and technologies and (ii) releases of technologies and software Software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) There there are no pending or, to the knowledge Knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such Export Approvals; (c) To to the knowledge Knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s or any of its Subsidiaries’ import or export transactions that may give rise to any future claims; (d) No no Export Approvals for with respect to the transfer of export licenses to Parent or the Surviving Corporation Merger are required, or such Export Approvals can be obtained expeditiously without material cost; (e) None of neither the Company, its Subsidiaries or Company nor any of their respective its Affiliates (i) is a party to any Contract or bid with, or has conducted business with (directly or, to the knowledge Knowledge of the Company, indirectly), a third party any Person located in in, or otherwise has any operations in, or sales to, Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syria, Syria or Sudan or (ii) otherwise has any operations in, or sales to, any of such countriesSudan; (f) Since October 1, 2003, neither the Company nor any of its Subsidiaries has not received written notice to the effect that a Governmental Entity Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of Statejurisdiction; and (g) None of neither the Company, its Subsidiaries or Company nor any of their respective its Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Entity Authority regarding any past import or export control violations.