Common use of International Trade and Anti-Corruption Clause in Contracts

International Trade and Anti-Corruption. (a) Except as would not reasonably be expected to result, individually or in the aggregate, in material liability to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have, within the last three (3) years: (i) complied with applicable Trade Control Laws and Sanctions; (ii) maintained in place and implemented controls and systems reasonably designed to comply with applicable Trade Control Laws and Sanctions; (iii) not engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Country or Sanctioned Person; and (iv) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Trade Control Laws or Sanctions, and has not been notified of any such pending or threatened actions. (b) Neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors or employees, nor to the Knowledge of the Company, any Person acting on behalf of any of the Company or its Subsidiaries, is currently, or has been in the last three (3) years: (i) a Sanctioned Person; (ii) subject to debarment or any list-based designations under any Trade Control Laws; or (iii) engaged in dealings, transactions, or activities that might reasonably be expected to cause such Person to become a Sanctioned Person. (c) In the last three (3) years, neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors or employees, nor to the Knowledge of the Company, any Person acting on behalf of, or associated with the Company or any of its Subsidiaries, has at any time (i) made or accepted any unlawful payment or given, offered, promised, or authorized or agreed to give or receive, any money, advantage or thing of value, directly or indirectly, to or from any Government Official or other Person in violation of Anti-Corruption Laws; (ii) used any corporate funds for unlawful political or charitable contributions, gifts, hospitality, travel, entertainment or other unlawful expenses relating to political activity; or (iii) has otherwise been in violation of any Anti-Corruption Laws in any respect. At all times during the past three (3) years, the Company has maintained and enforced policies and procedures designed to ensure compliance by the Company with the Anti-Corruption Laws. (d) During the three (3) years prior to the date hereof, neither the Company nor any of its Subsidiaries has (i) received in writing from any Governmental Entity any notice, inquiry, or internal or external allegation; (ii) been the subject of any investigation by any Governmental Entity; (iii) made any voluntary or involuntary disclosure to a Governmental Entity; or (iv) conducted any internal investigation or audit, in each case (i)-(iv), relating to or arising from any actual or potential violation or wrongdoing related to Trade Control Laws or Anti-Corruption Laws. (e) During the past three (3) years, neither the Company nor any of its Subsidiaries has received a civil investigative demand, claim notice, preservation letter or any investigative subpoena, notice, target letter, or equivalent from any Governmental Entity relating to any alleged material violations of Antitrust Laws by the Company or any of its Subsidiaries.

International Trade and Anti-Corruption. (a) Except as would not reasonably be expected to resultto, individually or in the aggregate, in material liability to the have a Company and its SubsidiariesMaterial Adverse Effect, taken as a whole, the Company and its Subsidiaries have, within the last three (3) years: (i) complied with applicable Trade Control Laws and Sanctions; (ii) maintained in place and implemented controls and systems reasonably designed to comply with applicable Trade Control Laws and Sanctions; (iii) not engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Country or Sanctioned Person; and (iv) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Trade Control Laws or Sanctions, and has not been notified of any such pending or threatened actions. (b) Neither neither the Company nor any of its the Company Subsidiaries, nor any of their respective officers, directors or employeesdirectors, nor to the Knowledge of the Company, any Person employee or agent or other third party representative acting on behalf of the Company or any of the Company or its Subsidiaries, (a) is currently, or has been in the last three (3) yearssince January 31, 2019: (i) been a Sanctioned Person; , (ii) subject to debarment organized, resident or located in a Sanctioned Country, (iii) engaging in any listdealings or transactions with or for the benefit of any Sanctioned Person or in any Sanctioned Country, or (iv) otherwise in violation of Sanctions Laws, Ex-based designations under any Im Laws, or U.S. anti-boycott Laws (collectively, “Trade Control Laws"); or (iiib) engaged in dealings, transactions, or activities that might reasonably be expected to cause such Person to become a Sanctioned Person. (c) In the last three (3) years, neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors or employees, nor to the Knowledge of the Company, any Person acting on behalf of, or associated with the Company or any of its Subsidiaries, has at any time (i) made or accepted any unlawful payment or given, received, offered, promised, or authorized or agreed to give or receive, any money, unlawful advantage or thing of value, directly or indirectly, to or from any Government Official employee or official of any Governmental Entity or any other Person in violation of Anti-Corruption Laws; or (ii) used any corporate funds for unlawful political or charitable contributions, gifts, hospitality, travel, entertainment or other unlawful expenses relating to political activity; or (iii) has otherwise been in violation of any Anti-Corruption Laws in any respect. At all times during the past three (3) years, the Company has maintained and enforced policies and procedures designed to ensure compliance by the Company with the Anti-Corruption Laws. (db) During Except as would not reasonably be expected to, individually or in the three (3) years prior to the date hereofaggregate, have a Company Material Adverse Effect, neither the Company nor any of its the Company Subsidiaries has (i) have, in connection with or relating to the business of the Company or any of the Company Subsidiaries, received in writing from any Governmental Entity or any Person any notice, inquiry, or internal or external allegation; (ii) been the subject of any investigation by any Governmental Entity; (iii) made any voluntary or involuntary disclosure to a Governmental Entity; or (iv) conducted any internal investigation or audit, in each case (i)-(iv), relating to or arising from audit concerning any actual or potential violation or wrongdoing in each case, related to Trade Control Laws or Anti-Corruption Laws. (e) During the past three (3) years, neither . The Company and the Company nor any of its Subsidiaries has received a civil investigative demandhave in place written policies, claim noticeprocedures and internal controls, preservation letter or any investigative subpoenaincluding an internal accounting controls system, notice, target letter, or equivalent from any Governmental Entity relating that are reasonably designed to any alleged material violations of Antitrust ensure compliance with applicable Trade Control Laws by the Company or any of its Subsidiariesand Anti-Corruption Laws.

International Trade and Anti-Corruption. (a) Except as would not reasonably be expected to result, individually or in the aggregate, in material liability to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have, within the last three (3) years: (i) complied with applicable Trade Control Laws and Sanctions; (ii) maintained in place and implemented controls and systems reasonably designed to comply with applicable Trade Control Laws and Sanctions; (iii) not engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Country or Sanctioned Person; and (iv) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Trade Control Laws or Sanctions, and has not been notified of any such pending or threatened actions. (b) Neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors or employees, nor to the Knowledge of the Company, any Person acting on behalf of any of the Company or its Subsidiaries, is currently, or has been in the last three (3) years: (i) a Sanctioned Person; (ii) subject to debarment or any list-based designations under any Trade Control Laws; or (iii) engaged in dealings, transactions, or activities that might reasonably be expected to cause such Person to become a Sanctioned Person. (c) In the last three (3) years, neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors or employees, nor to the Knowledge of the Company, any Person acting on behalf of, or associated with the Company or any of its Subsidiaries, has at any time (i) made or accepted any unlawful payment or given, offered, promised, or authorized or agreed to give or receive, any money, advantage or thing of value, directly or indirectly, to or from any Government Official or other Person in violation of Anti-Corruption Laws; (ii) used any corporate funds for unlawful political or charitable contributions, gifts, hospitality, travel, entertainment or other unlawful expenses relating to political activity; or (iii) has otherwise been in violation of any Anti-Corruption Laws in any respect. At all times during the past three (3) years, the Company has maintained and enforced policies and procedures designed to ensure compliance by the Company with the Anti-Corruption Laws. (d) During the three (3) years prior to the date hereof, neither the Company nor any of its Subsidiaries has (i) received in writing from any Governmental Entity any notice, inquiry, or internal or external allegation; (ii) been the subject of any investigation by any Governmental Entity; (iii) made any voluntary or involuntary disclosure to a Governmental Entity; or (iv) conducted any internal investigation or audit, in each case (i)-(ivi)‑(iv), relating to or arising from any actual or potential violation or wrongdoing related to Trade Control Laws or Anti-Corruption Laws. (e) During the past three (3) years, neither the Company nor any of its Subsidiaries has received a civil investigative demand, claim notice, preservation letter or any investigative subpoena, notice, target letter, or equivalent from any Governmental Entity relating to any alleged material violations of Antitrust Laws by the Company or any of its Subsidiaries.

International Trade and Anti-Corruption. (a) Except as would not reasonably be expected to result, individually or in None of the aggregate, in material liability to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have, within the last three (3) years: (i) complied with applicable Trade Control Laws and Sanctions; (ii) maintained in place and implemented controls and systems reasonably designed to comply with applicable Trade Control Laws and Sanctions; (iii) not engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Country or Sanctioned Person; and (iv) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Trade Control Laws or Sanctions, and has not been notified of any such pending or threatened actions. (b) Neither the Company nor any of its Subsidiaries, Group Companies nor any of their respective officers, directors or employees, nor to the Knowledge knowledge of the Company, any Person agent or other third party representative acting on behalf of any of the Company or its SubsidiariesGroup Companies, is currently, or has been in the last three five (35) years: (i) a Sanctioned Person; , (ii) subject to debarment organized, resident or located in a Sanctioned Country, (iii) engaging in any listdealings or transactions with or for the benefit of any Sanctioned Person or in any Sanctioned Country, (iv) engaging in any export, re-based designations export, transfer or provision of any goods, software, technology, data or service without, or exceeding the scope of, any required or applicable licenses or authorizations under any all applicable Ex-Im Laws, or (v) otherwise in violation of applicable Sanctions Laws, Ex-Im Laws, or the anti-boycott Laws administered by the U.S. Department of Commerce and the U.S. Department of Treasury’s Internal Revenue Service (collectively, “Trade Control Laws; or (iii) engaged in dealings, transactions, or activities that might reasonably be expected to cause such Person to become a Sanctioned Person”). (cb) In None of the last three (3) years, neither the Company nor any of its Subsidiaries, Group Companies nor any of their respective officers, directors or employees, nor to the Knowledge knowledge of the Company, any Person agent or other third party representative while acting on behalf of, or associated with the Company or of any of its Subsidiariesthe Group Companies, has at any time (i) made or accepted any unlawful payment or given, offered, promised, or authorized or agreed to give or receivegive, any money, advantage money or thing of value, directly or indirectly, to or from any Government Official or other Person in violation of any applicable Anti-Corruption Laws; or (ii) used any corporate funds for unlawful political or charitable contributions, gifts, hospitality, travel, entertainment or other unlawful expenses relating to political activity; or (iii) has otherwise been in violation of any Anti-Corruption Laws in any respect. At all times during the past three (3) years, the Company has maintained and enforced policies and procedures designed to ensure compliance by the Company with the Anti-Corruption Laws... (dc) During the three five (35) years prior to the date hereof, neither none of the Company nor Group Companies have, in connection with or relating to the business of any of its Subsidiaries has (i) the Group Companies, received in writing from any Governmental Entity Body or any other Person any notice, inquiry, or internal or external allegation; (ii) been the subject of any investigation by any Governmental Entity; (iii) made any voluntary or involuntary disclosure to a Governmental EntityBody; or (iv) conducted any internal or external investigation or audit, in each case (i)-(iv), relating to or arising from audit concerning any actual or potential violation or wrongdoing related to Trade Control Laws or Anti-Corruption Laws. (e) During the past three (3) years, neither the Company nor any of its Subsidiaries has received a civil investigative demand, claim notice, preservation letter or any investigative subpoena, notice, target letter, or equivalent from any Governmental Entity relating to any alleged material violations of Antitrust Laws by the Company or any of its Subsidiaries.

International Trade and Anti-Corruption. (a) Except as would not reasonably be expected to result, individually or in Neither the aggregate, in material liability to the Company and its Subsidiaries, taken as a wholeCompany, the Company and its Subsidiaries have, within the last three (3) years: (i) complied with applicable Trade Control Laws and Sanctions; (ii) maintained in place and implemented controls and systems reasonably designed to comply with applicable Trade Control Laws and Sanctions; (iii) not engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Country or Sanctioned Person; and (iv) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Trade Control Laws or Sanctions, and has not been notified of any such pending or threatened actions. (b) Neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors directors, employees or employees, agents nor to any other third-party representative acting at the Knowledge of the Company, any Person acting on behalf of any direction of the Company or its Subsidiaries, any Subsidiary is currently, or has been in the last three (3) five years: (i) a Sanctioned Person; (ii) subject to debarment organized, resident or located in a Sanctioned Country; (iii) engaging in any listdealings or transactions with, or for the benefit of, any Sanctioned Person or in any Sanctioned Country, or (iv) otherwise in violation of Sanctions Laws, Ex-based designations under any Im Laws, or anti-boycott Laws (collectively, “Trade Control Laws; or (iii) engaged in dealings, transactions, or activities that might reasonably be expected to cause such Person to become a Sanctioned Person”). (cb) In Neither the last three (3) yearsCompany, neither the Company nor any of its Subsidiaries, Subsidiaries nor any of their respective officers, directors directors, employees or employees, agents nor to any other third-party representative acting at the Knowledge direction of the Company, any Person acting on behalf of, or associated with the Company or any of its Subsidiaries, Subsidiary has at any time (i) made or accepted any unlawful payment or given, offered, promised, or authorized or agreed to give or receivegive, any money, advantage money or thing of value, directly or indirectly, to or from any Government Official or other Person in violation of Anti-Corruption Laws; (ii) used any corporate funds for unlawful political or charitable contributions, gifts, hospitality, travel, entertainment or other unlawful expenses relating to political activity; or (iii) has otherwise been in violation of any Anti-Corruption Laws Laws. The Company and the Subsidiaries have maintained in all material respects complete and accurate books and records, including records of payments to any respect. At all times during the past three (3) yearsagents, the Company has maintained consultants, representatives, third parties and enforced policies and procedures designed to ensure compliance by the Company with the Anti-Corruption LawsGovernment Officials. (dc) During the three (3) five years prior to the date hereofof this Agreement, neither the Company nor any of its Subsidiaries Subsidiary has (i) received in writing from any Governmental Entity Authority or any other Person any notice, inquiry, or internal or external allegation; , (ii) been the subject of any investigation by any Governmental Entity; (iii) made any voluntary or involuntary disclosure to a Governmental Entity; Authority or (iviii) conducted any internal investigation or audit, in each case (i)-(iv), relating to or arising from audit concerning any actual or potential violation or wrongdoing wrongdoing, in each case, related to to, or in connection with, Trade Control Laws or Anti-Corruption Laws. (e) During the past three (3) years, neither the Company nor any of its Subsidiaries has received a civil investigative demand, claim notice, preservation letter or any investigative subpoena, notice, target letter, or equivalent from any Governmental Entity relating to any alleged material violations of Antitrust Laws by the Company or any of its Subsidiaries.

International Trade and Anti-Corruption. (a) Except as would not reasonably be expected to result, individually or in None of the aggregate, in material liability to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have, within the last three (3) years: (i) complied with applicable Trade Control Laws and Sanctions; (ii) maintained in place and implemented controls and systems reasonably designed to comply with applicable Trade Control Laws and Sanctions; (iii) not engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Country or Sanctioned Person; and (iv) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Trade Control Laws or Sanctions, and has not been notified of any such pending or threatened actions. (b) Neither the Company nor any of its SubsidiariesTransferred Companies, nor any of their respective officers, directors directors, or employees, nor to the Knowledge of the CompanySellers, any Person agent or other third party representative acting on behalf of any of the Company or its SubsidiariesTransferred Companies, is currently, or has been in the last three (3) years: (i) a Sanctioned Person; , (ii) subject to debarment organized, resident, or located in a Sanctioned Country, (iii) engaging in any listdealings or transactions with or for the benefit of any Sanctioned Person or in an Sanctioned Country, or (iv) otherwise in violation of applicable Sanctions Laws, Ex-based designations under any Im Laws, or anti-boycott Laws administered by the U.S. Department of Commerce and the U.S. Department of Treasury’s Internal Revenue Service (collectively, “Trade Control Laws; or (iii) engaged in dealings, transactions, or activities that might reasonably be expected to cause such Person to become a Sanctioned Person”). (cb) In None of the last three (3) years, neither the Company nor any of its SubsidiariesTransferred Companies, nor any of their respective officers, directors directors, or employees, nor to the Knowledge of the CompanySellers, any Person agent or other third party representative acting on behalf of, or associated with of the Company or any of its SubsidiariesTransferred Companies, has at any time made, in the last three (i3) made or accepted years, any unlawful payment or given, offered, promised, or authorized or agreed to give or receivegive, any money, advantage money or thing of value, directly or indirectly, to or from any Government Official or other Person in violation of Anti-Corruption Laws; (ii) used any corporate funds for unlawful political or charitable contributions, gifts, hospitality, travel, entertainment or other unlawful expenses relating to political activity; or (iii) has otherwise been in violation of any Anti-Corruption Laws in any respect. At all times during the past three (3) years, the Company has maintained and enforced policies and procedures designed to ensure compliance by the Company with the Anti-Corruption Laws. (dc) During the three (3) years prior to the date hereof, neither none of the Company nor any of its Subsidiaries has Transferred Companies has, in connection with or relating to the Business, (i) received in writing from any Governmental Entity Authority any written notice, inquiry, or internal or external allegation; , (ii) been the subject of any investigation by any Governmental Entity; (iii) made any voluntary or involuntary disclosure to a Governmental Entity; Authority or (iviii) conducted any internal investigation or audit, in each case (i)-(iv), relating to or arising from concerning any actual or potential violation or wrongdoing related to Trade Control Laws or Anti-Corruption Laws. (e) During the past three (3) years, neither the Company nor any of its Subsidiaries has received a civil investigative demand, claim notice, preservation letter or any investigative subpoena, notice, target letter, or equivalent from any Governmental Entity relating to any alleged material violations of Antitrust Laws by the Company or any of its Subsidiaries.

International Trade and Anti-Corruption. (a) Except as would not reasonably be expected to result, individually or in the aggregate, in material liability to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have, within the last three (3) years: (i) complied with applicable Trade Control Laws and Sanctions; (ii) maintained in place and implemented controls and systems reasonably designed to comply with applicable Trade Control Laws and Sanctions; (iii) not engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Country or Sanctioned Person; and (iv) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Trade Control Laws or Sanctions, and has not been notified of any such pending or threatened actions. (b) Neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors or employees, nor to the Knowledge of the Company, any Person acting on behalf of any of the Company or its Subsidiaries, is currently, or has been in the last three five (35) years: (i) a Sanctioned Person; (ii) subject organized, residing or located in a Sanctioned Country; (iii) engaging in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country, to debarment the extent such activities violate applicable Sanctions Laws or any listEx-based designations under any Trade Control Im Laws; or (iiiiv) engaged otherwise in dealingsmaterial violation of applicable Sanctions Laws, transactionsEx-Im Laws, or activities that might reasonably be expected to cause such Person to become a Sanctioned PersonU.S. anti-boycott Laws (collectively, “Trade Control Laws”). (b) Neither the Company nor any of its Subsidiaries have any material outstanding liability under anti-dumping duty Orders or countervailing duty Orders, including any potential liability under preliminary determinations. (c) In the last three five (35) years, neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors or employees, nor to the Knowledge of the Company, any Person acting on behalf of, of or associated with the Company or any of its Subsidiaries, has at any time (i) made or accepted any unlawful payment or given, offered, promised, or authorized or agreed to give or receive, any money, advantage or thing of value, directly or indirectly, to or from any Government Official or other Person in violation of Anti-Corruption Laws; (ii) used any corporate funds for unlawful political or charitable contributions, gifts, hospitality, travel, entertainment or other unlawful expenses relating to political activity; or (iii) has otherwise been in violation of any Anti-Corruption Laws in any respect. At all times during the past three (3) years, the Company has maintained and enforced policies and procedures designed to ensure compliance by the Company with the Anti-Corruption Laws. (d) During the three five (35) years prior to the date hereof, neither the Company nor any of its Subsidiaries has (i) received in writing from any Governmental Entity any notice, inquiry, or internal or external allegation; (ii) been the subject of any investigation by any Governmental Entity; (iii) made any voluntary or involuntary disclosure to a Governmental Entity; or (iv) conducted any internal investigation or audit, in each case (i)-(iv), relating to or arising from any actual or potential violation or wrongdoing related to Trade Control Laws or Anti-Corruption Laws. (e) During the past three five (35) years, neither the Company nor any of its Subsidiaries has received a civil investigative demand, claim notice, preservation letter or any investigative subpoena, notice, target letter, or equivalent from any Governmental Entity relating to any alleged material violations of Antitrust Laws by the Company or any of its Subsidiaries.

International Trade and Anti-Corruption. (a) Except as would not reasonably be expected to resultto, individually or in the aggregate, in material liability to the have a Company and its SubsidiariesMaterial Adverse Effect, taken as a whole, the Company and its Subsidiaries have, within the last three (3) years: (i) complied with applicable Trade Control Laws and Sanctions; (ii) maintained in place and implemented controls and systems reasonably designed to comply with applicable Trade Control Laws and Sanctions; (iii) not engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Country or Sanctioned Person; and (iv) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Trade Control Laws or Sanctions, and has not been notified of any such pending or threatened actions. (b) Neither neither the Company nor any of its the Company Subsidiaries, nor any of their respective officers, directors or employeesdirectors, nor to the Knowledge of the Company, any Person employee or agent or other third party representative acting on behalf of the Company or any of the Company or its Subsidiaries, (a) is currently, or has been in the last three (3) yearssince January 1, 2020: (i) been a Sanctioned Person; , (ii) subject organized, resident or located in a Sanctioned Country, (iii) engaging in, or has any plan or commitment to debarment engage in, any dealings or transactions with or for the benefit of any listSanctioned Person or in any Sanctioned Country, or (iv) otherwise in violation of Sanctions Laws, Ex-based designations under any Im Laws, or U.S. anti-boycott Laws (collectively, “Trade Control Laws”); or (iiib) engaged in dealings, transactions, or activities that might reasonably be expected to cause such Person to become a Sanctioned Person. (c) In the last three (3) years, neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors or employees, nor to the Knowledge of the Company, any Person acting on behalf of, or associated with the Company or any of its Subsidiaries, has at any time (i) made or accepted any unlawful payment or given, received, offered, promised, or authorized or agreed to give or receive, any money, unlawful advantage or thing of value, directly or indirectly, to or from any Government Official employee or official of any Governmental Entity or any other Person in violation of Anti-Corruption Laws; or (ii) used any corporate funds for unlawful political or charitable contributions, gifts, hospitality, travel, entertainment or other unlawful expenses relating to political activity; or (iii) has otherwise been in violation of any Anti-Corruption Laws in any respect. At all times during the past three (3) years, the Company has maintained and enforced policies and procedures designed to ensure compliance by the Company with the Anti-Corruption Laws. (db) During the three (3) years prior to the date hereof, neither Neither the Company nor any of its the Company Subsidiaries has (i) have, in connection with or relating to the business of the Company or any of the Company Subsidiaries, received in writing from any Governmental Entity or any Person any written notice, inquiry, or internal or external allegation; (ii) been the subject of any investigation by any Governmental Entity; (iii) made any voluntary or involuntary disclosure to a Governmental Entity; or (iv) conducted any internal investigation or audit, in each case (i)-(iv), relating to or arising from audit concerning any actual or potential material violation or wrongdoing in each case, related to Trade Control Laws or Anti-Corruption Laws. (e) During the past three (3) years, neither the Company nor any of its Subsidiaries has received a civil investigative demand, claim notice, preservation letter or any investigative subpoena, notice, target letter, or equivalent from any Governmental Entity relating to any alleged material violations of Antitrust Laws by the Company or any of its Subsidiaries.

International Trade and Anti-Corruption. (a) Except as would not reasonably be expected to result, individually or in the aggregate, in material liability to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have, within the last three (3) years: (i) complied with applicable Trade Control Laws and Sanctions; (ii) maintained in place and implemented controls and systems reasonably designed to comply with applicable Trade Control Laws and Sanctions; (iii) not engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Country or Sanctioned Person; and (iv) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Trade Control Laws or Sanctions, and has not been notified of any such pending or threatened actions. (b) Neither the Company nor any of its the Company Subsidiaries, nor any of their respective officers, directors or employees, nor to the Knowledge of the Company, any Person agent or other third party representative acting on behalf of the Company or any of the Company or its Subsidiaries, (x) is currently, or has been in the last three (3) five years: (i) a Sanctioned Person; , (ii) subject organized, resident or located in a Sanctioned Country, (iii) engaging in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country, to debarment the extent such activities violate applicable Sanctions Laws or Ex-Im Laws, (iv) engaging in any listexport, reexport, transfer or provision of any goods, software, technology, data or service without, or exceeding the scope of, any required or applicable licenses or authorizations under all applicable Ex-based designations under any Im Laws, or (v) otherwise in violation of applicable Sanctions Laws, Ex-Im Laws, or U.S. anti-boycott Laws (collectively, “Trade Control Laws”); or (iiiy) engaged in dealings, transactions, or activities that might reasonably be expected to cause such Person to become a Sanctioned Person. (c) In the last three (3) years, neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors or employees, nor to the Knowledge of the Company, any Person acting on behalf of, or associated with the Company or any of its Subsidiaries, has at any time (i) made or accepted any unlawful payment or given, offered, promised, or authorized or agreed to give or receive, any money, advantage or thing of value, directly or indirectly, to or from any Government Official or other Person in violation of Anti-Corruption Laws; (ii) used any corporate funds for unlawful political or charitable contributions, gifts, hospitality, travel, entertainment or other unlawful expenses relating to political activity; or (iii) has otherwise been in violation of any Anti-Corruption Laws in any respect. At all times during the past three (3) years, the Company has maintained and enforced policies and procedures designed to ensure compliance by the Company with the applicable Anti-Corruption Laws. (db) During the three five (35) years prior to the date hereof, neither the Company nor any of its the Company Subsidiaries has (i) has, in connection with or relating to the business of the Company or any of the Company Subsidiaries, received in writing from any Governmental Entity or any other Person any notice, inquiry, or internal or external allegation; (ii) been the subject of any investigation by any Governmental Entity; (iii) made any voluntary or involuntary disclosure to a Governmental Entity; or (iv) conducted any internal investigation or audit, in each case (i)-(iv), relating to or arising from audit concerning any actual or potential violation or wrongdoing related to Trade Control Laws or Anti-Corruption Laws. (e) During the past three (3) years, neither the Company nor any of its Subsidiaries has received a civil investigative demand, claim notice, preservation letter or any investigative subpoena, notice, target letter, or equivalent from any Governmental Entity relating to any alleged material violations of Antitrust Laws by the Company or any of its Subsidiaries.