Common use of Import and Export Control Laws Clause in Contracts

Import and Export Control Laws. The Company has conducted its import and export transactions in accordance in compliance with Applicable Laws concerning importation, exportation, import and export reporting, import and export controls, cross-border transportation, cross-border movement, marking and labelling, trade embargoes and export and import permits, including (i) the Customs Act (Canada), the Customs Tariff (Canada), the Reporting of Imported Goods Regulations (Canada), the Export and Import Permits Act (Canada), (ii) the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State, and (iii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (i) the Company has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in Canada, the United States and abroad (collectively, “Export Approvals”), (ii) the Company is in compliance with the terms of all applicable Export Approvals, (iii) there are no pending or, to the knowledge of the Company, threatened claims against the Company with respect to such Export Approvals, (iv) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (v) no Export Approvals for the transfer of export licenses to Acquirer or Subco are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Import and Export Control Laws. The Company Except as set forth in Schedule 3.24 of the Seller Disclosure Schedule, Seller and its Subsidiaries 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 in compliance with Applicable Laws concerning importation(a) all applicable U.S. import, exportation, import export and export reporting, import and re-export controls, cross-border transportation, cross-border movement, marking and labelling, trade embargoes and export and import permits, including (i) the Customs Act (Canada), the Customs Tariff (Canada), the Reporting of Imported Goods Regulations (Canada), the Export and Import Permits Act (Canada), (ii) the Export Administration Act of 1979, as amended, and Regulations, the Export Administration Regulations and the economic sanctions regulations implemented by the Office of Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State, and (iiib) all other applicable import/export controls in other countries in which the Company Seller or any of its Subsidiaries conducts business. Without limiting the foregoingforegoing with respect to the Sale Business: (i) the Company has obtained Seller and its Subsidiaries have obtained, and are in compliance with, all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrationsdeclarations, declarations classifications and filings with any U.S. Governmental Entity Authority required for (Ai) the export, import export and re-export of products, services, software services and technologies Technology and (Bii) releases of technologies and software Technology to foreign nationals located in Canada, the United States and abroad (collectively, “"Export Approvals”"), (ii) the Company is in compliance with the terms of all applicable Export Approvals, (iii) ; 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; to the Knowledge of Seller, (iv) there are no actions, conditions or circumstances pertaining to the Company’s Seller's or any Subsidiary's import or export transactions that would reasonably be expected to may give rise to any future claims and (v) no Export Approvals for the transfer of export licenses to Acquirer or Subco are required, except for such Export Approvals that can be obtained expeditiously and without material cost.claims;

Import and Export Control Laws. The Company Seller has at all times as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions Business in accordance in compliance with Applicable Laws concerning importation(i) all applicable U.S. import, exportation, import export and export reporting, import and re-export controls, cross-border transportation, cross-border movement, marking and labelling, trade embargoes and export and import permits, including without limitation (iA) the Customs United States Export Administration Act (Canada), the Customs Tariff (Canada), the Reporting of Imported Goods Regulations (Canada), the Export 50 USC §§ 2401-2420) and Import Permits Act (Canada), (ii) the Export Administration Regulations promulgated thereunder, (B) the Arms Export Control Act (22 U.S.C. §§2778 et seq.) and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by (22 CFR Chapter I, Subchapter M, Part 120 et seq.), (C) the Trading with the Enemy Act of the United States Department of Commerce and/or America (50 U.S.C. App. §§ 1 et seq.), (D) the Foreign Assets Control Regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any enabling legislation, regulation or executive order relating to any of Statethe foregoing, and (iiiii) all other applicable import/export controls in other countries in which the Company Seller conducts businessmaterial business (collectively, “Import and Export Control Laws”). Without limiting the foregoing: : (ia) the Company The Seller has obtained obtained, and is in material compliance with, all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations declarations, classifications and filings with any Governmental Entity Body required for (Ai) the export, import export and re-export of products, services, software and technologies and (Bii) releases of technologies and software to foreign nationals located in Canada, the United States and abroad (collectively, “Export Approvals”), ; (iib) the Company is in compliance with the terms of all applicable Export Approvals, (iii) there There are no pending or, to the knowledge of the CompanySeller, threatened claims against the Company Seller with respect to such Export Approvals; (c) To the Seller’s Knowledge, (iv) there are no actions, conditions or circumstances pertaining to the CompanySeller’s import or export transactions that would reasonably be expected to may give rise to any future claims and claims; (vd) no No Export Approvals for the transfer of export licenses to Acquirer or Subco Buyer are required, except for or such Export Approvals that can be obtained expeditiously and without material cost; (e) None of the Seller or any of its Affiliates is a party to any Contract or bid with, or has conducted business with (directly or, to the Knowledge of the Seller, indirectly), a third party located in, or otherwise has any operations in, or sales to, Cuba, Iran, Syria, Sudan, Burma (Myanmar), or North Korea. (f) Since March 9, 2005, the Seller has not received written notice to the effect that a Governmental Body claimed or alleged that the Seller was not in compliance in a material respect with any applicable Legal Requirements 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) Xxxxx Xxxxx 0, 0000, xxxx of the Seller or any of its Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Body regarding any past import or export control violations. (h) The Seller has trained relevant Seller personnel on compliance with Import and Export Control Laws.