Common use of International Trade Laws Clause in Contracts

International Trade Laws. To the Knowledge of the Company, the Company and its Subsidiaries, during all times as to which the applicable statute of limitations has not yet expired, have complied in all material respects with all International Trade Laws applicable to the Company or any of its Subsidiaries. Without limiting the foregoing and in each case to the Knowledge of the Company: (a) the Company and its Subsidiaries have obtained, and are in compliance in all material respects with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental 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 are no pending claims against the Company or any of its Subsidiaries with respect to such Export Approvals; (c) no Export Approvals with respect to the transactions contemplated hereby are required; (d) the Company has not received written notice that the Company or its Subsidiaries, their respective directors, officers or employees, in each case in their capacity as such, is a Sanctions Target; (e) for the past five years, neither the Company nor its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance with International Trade Laws; and (f) neither the Company nor any of its Subsidiaries has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past violations of International Trade Laws. (g) during the past five years, none of the Company or any of its Subsidiaries has marked or advertised any products as “Made in the USA,” “Made in America,” or otherwise promoted products using equivalent markings, including American flag symbols.

International Trade Laws. To the Knowledge of the Company, (a) The Company and the Company Subsidiaries are, and its Subsidiarieshave been for the past five years, during all times as to which the applicable statute of limitations has not yet expired, have complied in compliance in all material respects with all International Trade Laws applicable to the Company or any of its Subsidiariesthem. Without limiting the foregoing and in each case to the Knowledge of the Company: foregoing: (ai) the Company and its the Company Subsidiaries have obtained, and are in compliance in all material respects with, obtained all export licenses, license exceptions and import licenses and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority approvals required for (i) the export their respective imports and re-export exports of products, services, software and technologies required by any International Trade Law, and all such approvals and licenses are in full force and effect; (ii) releases the Company and the Company Subsidiaries are in compliance with the terms of technologies such applicable export and Software to foreign nationals located in the United States and abroad import licenses or other approvals; (“Export Approvals”); (biii) there are no claims pending claims or threatened in writing against the any Company or any of its Company Subsidiaries with respect to such Export Approvalsexport and import licenses or other approvals; and (iv) the Company and the Company Subsidiaries have processes in place to ensure that any imported merchandise into the United States is properly declared, marked and labeled in accordance with all U.S. Laws at the time of importation. (b) The Company and the Company Subsidiaries have not, to its knowledge, (i) re-exported, transferred, or brokered the sale of any goods, services, technology, or technical data to any destination to which, or individual for whom, a license or other authorization is required under the International Trade Laws; (cii) no Export Approvals with respect to exported, re-exported, or transferred any goods, services, technology, or technical data to, on behalf of, or for the transactions contemplated hereby are requiredbenefit of any person or entity identified on, any restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals and Blocked Persons List, and Foreign Sanctions Evaders List, maintained by Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Denied Persons List, Entity List, Military End User List, or Unverified List, maintained by the U.S. Department of Commerce’s Bureau of Industry and Security; (diii) the Company has not received written notice exported, re-exported, or transferred any goods, services, technology, or technical data that the Company have been or its Subsidiarieswill be (A) used for any purposes associated with nuclear activities, their respective directorsmissiles, officers chemical or employeesbiological weapons, in each case in their capacity as suchor terrorist activities, is a Sanctions Targetor (B) used, transshipped, or diverted contrary to applicable International Trade Laws; (eiv) for exported, re-exported, transferred, or imported any goods, services, technology, or technical data to or from Burma/Myanmar, Cuba, Crimea, Iran, North Korea, Sudan, Syria or Venezuela during a time at which such country or region and/or its government was subject to U.S. comprehensive trade embargoes under OFAC regulations, the past five yearsExport Administration Regulations, neither the Company nor its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance with International Trade Laws; andother applicable statute or executive order; (fv) neither manufactured any defense article as defined in the Company nor International Traffic in Arms Regulations, including within the United States and without regard to whether such defense article was subsequently exported, without being registered and in good standing with the Directorate of Defense Trade Controls, U.S. Department of State; or (vi) received from any of its Subsidiaries has governmental authority or any other person any notice, inquiry, or internal or external allegation, or made any voluntary disclosures to, or has been subject involuntary disclosure to a governmental authority concerning any fines, penalties actual or sanctions from, any Governmental Authority regarding any past violations of potential violation or wrongdoing related to International Trade Laws. (gc) during Neither the past five years, none Company nor any Company Subsidiary nor any director of or officer of any of the Company or any of its Subsidiaries has marked or advertised any products Company Subsidiary or, to the Company’s knowledge (as “Made defined in the USA,” “Made in America,” relevant International Trade Laws), any other representative or agent acting on behalf of the Company or any Company Subsidiary is currently identified on the Specially Designated Nationals List or otherwise promoted products using equivalent markingscurrently subject to any U.S. sanctions administered by OFAC. The Company and the Company Subsidiaries have not, including American flag symbolsdirectly or indirectly in the last five years, used any funds, or loaned, contributed or otherwise made available such funds to any Company Subsidiary, joint venture partner or other person, in connection with any transactions, sales or operations in violation of U.S. sanctions administered by OFAC or for the purpose of unlawfully financing the activities of any person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC.

International Trade Laws. To the Knowledge (i) Except as set forth in Section 3.17(c)(i) of the CompanyDigitalGlobe Disclosure Letter and except for non-compliance that, individually or in the aggregate, has not had and would not reasonably be expected to have a DigitalGlobe Material Adverse Effect, since January 1, 2010, the Company business of DigitalGlobe and its the DigitalGlobe Subsidiaries has been operated in compliance with (A) all applicable Laws and all authorizations, registrations, clearances, or permits issued or granted by any Governmental Entity to DigitalGlobe or the DigitalGlobe Subsidiaries, during in each case, concerning the exportation, re-exportation, and temporary importation of any products, technology, technical data and services, including those administered by, without limitation, the Bureau of Industry of the Department of Commerce (“BIS”), the Directorate of Defense Trade Controls of the United States Department of State (“DDTC”), and the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury; (B) United States and international economic and trade sanctions, including those administered by OFAC; (C) United States anti-boycott regulations administered by the Office of Anti-boycott Controls of the United States Department of Commerce and the IRS; (D) all times as to which Laws administered by the applicable statute Bureau of limitations has not yet expiredCustoms and Border Protection of the United States Department of Homeland Security; (E) all Laws concerning the handling of Restricted Information; and (F) all Laws concerning export and import reporting administered by the Census Bureau of the United States Department of Commerce (collectively, have complied in all material respects with all “International Trade Laws applicable to Laws”). (ii) DigitalGlobe, the Company or DigitalGlobe Subsidiaries and Persons acting on behalf of any of its Subsidiaries. Without limiting the foregoing those entities have obtained from relevant Governmental Entities and in each case disclosed to the Knowledge of the Company: (a) the Company and its Subsidiaries have obtained, and are in compliance in GeoEye all material respects with, all export necessary licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority required for (i) the export and export, re-export export, transfer and import of products, servicestechnology and services in accordance with International Trade Laws (collectively, software and technologies and (ii) releases of technologies and Software “International Trade Authorizations”), except where the failure to foreign nationals located do so, individually or in the United States aggregate, has not had and abroad (“Export Approvals”);would not reasonably be expected to have a DigitalGlobe Material Adverse Effect. (biii) there are no pending claims against Section 3.17(c)(iii) of the Company DigitalGlobe Disclosure Letter lists all current technical assistance agreements and manufacturing license agreements that DigitalGlobe or the DigitalGlobe Subsidiaries entered into pursuant to Section 124.1 of the U.S. International Traffic in Arms Regulations (either as the licensor or the licensee) and all current export, re-export, and temporary import licenses that DigitalGlobe or the DigitalGlobe Subsidiaries obtained from DDTC or BIS. (iv) Since January 1, 2010, neither DigitalGlobe nor any of the DigitalGlobe Subsidiaries has received any written or, to the Knowledge of DigitalGlobe, oral notice from any Governmental Entity (A) asserting that DigitalGlobe or any of its the DigitalGlobe Subsidiaries or any agent or employee thereof has violated, is not in compliance with, or has any liability under, any International Trade Laws or (B) threatening to revoke or terminate any International Trade Authorizations. As of the date hereof, to the Knowledge of DigitalGlobe, no investigation or review by any Governmental Entity is pending or has been threatened against DigitalGlobe or any of the DigitalGlobe Subsidiaries with respect to such Export Approvals; (c) no Export Approvals with respect to the transactions contemplated hereby are required; (d) the Company has not received written notice that the Company any potential violation or its Subsidiaries, their respective directors, officers or employees, in each case in their capacity as such, is a Sanctions Target; (e) for the past five years, neither the Company nor its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that the Company liability of DigitalGlobe or any of its the DigitalGlobe Subsidiaries was not in compliance with International Trade Laws; and (f) neither the Company nor any of its Subsidiaries has made any voluntary disclosures to, arising under or has been subject relating to any fines, penalties or sanctions from, any Governmental Authority regarding any past violations of International Trade Laws. (gv) during the past five years, none Neither DigitalGlobe nor any of the Company DigitalGlobe Subsidiaries has made or intends to make any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any potential violation or liability of DigitalGlobe or any of its the DigitalGlobe Subsidiaries has marked arising under or advertised relating to any products International Trade Laws. (vi) Neither DigitalGlobe nor the DigitalGlobe Subsidiaries nor, to the Knowledge of DigitalGlobe, any significant shareholder (i.e. a shareholder that owns 5% or more of the entity’s voting shares), director, officer, employee, agent, or affiliate or representative of DigitalGlobe or the DigitalGlobe Subsidiaries is a Restricted Person. “Restricted Person” means: (A) any Person located in, or formed under the laws of Iran, North Korea, Sudan or Syria; (B) any governmental authority with which transactions by U.S. Persons are prohibited as “Made of the time of a relevant transaction under any International Trade Laws; (C) any Person designated in the USA,Specially Designated Nationals and Blocked Persons list maintained by OFAC; (D) any “national” of Cuba except an “Made unblocked national”, as those terms are defined in America,” Title 31, Part 515 of the U.S. Code of Federal Regulations, as amended from time to time; and (E) any Person owned or otherwise promoted products using equivalent markingscontrolled by, including American flag symbolsor acting or purporting to act for, any of the foregoing Persons.

International Trade Laws. To the Knowledge of the Company(i) Since January 1, 2016, the Company and its Subsidiaries, during all times as to which the applicable statute of limitations Business has not yet expired, have complied in all material respects with all International Trade Laws applicable to the Company or any of its Subsidiaries. Without limiting the foregoing and in each case to the Knowledge of the Company: (a) the Company and its Subsidiaries have obtained, and are been operated in compliance in all material respects withwith (A) all applicable Laws and all authorizations, registrations, clearances, or permits issued or granted by any Governmental Entity to the Neptune Entities, in each case, concerning the export, re-export, and temporary import of any products, Technology, technical data and services, including applicable Export Controls; (B) all export applicable Laws relating to prohibited boycotts, including, without limitation, those administered by the Office of Antiboycott Compliance of the U.S. Department of Commerce, the IRS and the Ontario Ministry of Consumer and Business Services; and (C) all Laws administered by the Bureau of Customs and Border Protection of the U.S. Department of Homeland Security and Public Safety Canada (collectively, “International Trade Laws”). (ii) The Neptune Entities and their respective Representatives have obtained from relevant Governmental Entities all necessary licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, re-export, transfer and import of the Business’s products, Technology and services in accordance with International Trade Laws (collectively, “Business International Trade Authorizations”), except where the failure to do so, individually or in the aggregate, would not reasonably be expected to be material and adverse to the Neptune Entities, taken as a whole. (iii) Since January 1, 2016, no Neptune Entity has received any written, or, to the Knowledge of Sellers, oral notice from any Governmental Authority required for (i) Entity asserting that such Neptune Entity or any agent or employee thereof has violated, is in breach of, or has any liability under, any International Trade Laws or, to the export and re-export Knowledge of productsSellers, servicesthreatening to revoke or terminate any Business International Trade Authorizations. As of the date hereof, software and technologies and (ii) releases no investigation or review by any Governmental Entity is pending or, to the Knowledge of technologies and Software to foreign nationals located Sellers, has been threatened in the United States and abroad (“Export Approvals”); (b) there are no pending claims writing against the Company or any of its Subsidiaries Neptune Entities with respect to such Export Approvals; (c) no Export Approvals with respect to any potential violation or liability of the transactions contemplated hereby are required; (d) Neptune Entities or the Company has not received written notice that the Company Business arising under or its Subsidiaries, their respective directors, officers or employees, in each case in their capacity as such, is a Sanctions Target; (e) for the past five years, neither the Company nor its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance with International Trade Laws; and (f) neither the Company nor any of its Subsidiaries has made any voluntary disclosures to, or has been subject relating to any fines, penalties or sanctions from, any Governmental Authority regarding any past violations of International Trade Laws. (giv) during the past five years, none of the Company No Neptune Entity or any of its Subsidiaries directors or officers or, to the Knowledge of Sellers, Affiliates, employees or agents is identified on any list of designated Persons to which or by which the export of any goods, technology or services is prohibited or restricted under Export Controls, including, but not limited to: (A) the Denied Persons List, the Entity List and the Unverified List maintained by the Bureau of Industry and Security of the U.S. Department of Commerce; and (B) the AECA Debarred List maintained by the DDTC. (v) Each Neptune Entity has marked or advertised any products as “Made in the USA,” “Made in America,” or otherwise promoted products using equivalent markingsimplemented, including American flag symbolsmaintained and enforced, and continues to maintain and enforce, policies and procedures reasonably designed to promote and achieve material compliance with International Trade Laws.

International Trade Laws. To the Knowledge of the Company, the Company and its Subsidiaries, during all times as to which the applicable statute of limitations has not yet expired, have complied in all material respects with all International Trade Laws applicable to the Company or any of its Subsidiaries. Without limiting the foregoing and in each case to the Knowledge of the Company: (a) the Company and its Subsidiaries have obtained, and are in compliance in all material respects with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental 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 are no pending claims against the Company or any of its Subsidiaries with respect to such Export Approvals; (c) no Export Approvals with respect to the transactions contemplated hereby are required; (d) the Company has not received written notice that the Company or its Subsidiaries, their respective directors, officers or employees, in each case in their capacity as such, is a Sanctions Target; (e) for the past five years, neither the Company nor its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance with International Trade Laws; and (f) neither the Company nor any of its Subsidiaries has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past violations of International Trade Laws. (g) during the past five years, none None of the Company or any of its Subsidiaries has marked received any written notices in the past five (5) years that it is subject to any Proceeding alleging violation of the Customs and International Trade Laws, or advertised that any products as “Made or materials imported or exported by or on behalf of the Company or any of its Subsidiaries for which final liquidation has not yet occurred, is subject to an antidumping duty order or countervailing duty order that remains in effect. None of the USA,” “Made in America,” Company or otherwise promoted products using equivalent markingsany of its Subsidiaries, nor any officer or director or agent acting on behalf of any of them, has since January 1, 2017, (a) been or been designated on any list of any Governmental Entity related to Customs and International Trade Laws, including American flag symbolsOFAC’s Specially Designated Nationals and Blocked Persons List, Non-SDN Menu-Based Sanctions List, Sectoral Sanctions Identifications List Commerce’s Denied Persons List, the Commerce Entity List, and State’s Debarred List, the Office of Financial Sanctions Implementation Her Majesty’s Treasury Consolidated List of Financial Sanctions Targets, European Union sanctions measures or similar lists administered by applicable jurisdictions, (b) been the subject of enforcement under applicable Customs and International Trade Laws, (c) participated in any transaction or business activity involving such a Person or any country or region that is the subject of comprehensive sanctions or involving a Person designated on any list of any Governmental Entity related to Customs and International Trade Laws, (d) exported (including deemed exportation) or re-exported, directly or indirectly, any goods, technical data, technology or services in violation of any Customs and International Trade Laws, including export control or economic sanctions laws, (e) otherwise failed to be in compliance with the requirements of any applicable Customs and International Trade Laws or (f) participated in any transaction connected with any purpose prohibited by Customs and International Trade Laws, including export control and economic sanctions laws, including support for international terrorism and nuclear, chemical or biological weapons proliferation. Neither the Company nor its Subsidiaries has engaged any suppliers who are, to the Knowledge of the Company, debarred, suspended or proposed for debarment or suspension by any Governmental Entity or agency.

International Trade Laws. To (i) The Company, the Knowledge Company Subsidiaries, and their respective directors, officers, employees, representatives, and agents are, and have been for the last five (5) years, in compliance with International Trade Laws; and the Company and the Company Subsidiaries have not in the last five (5) years received notice that any of the Company and the Company Subsidiaries or their respective officers or directors is (A) not in compliance with International Trade Laws, or (B) otherwise under investigation for a potential violation of International Trade Laws. (ii) (A) None of the Company, the Company and its Subsidiaries, or their respective directors, officers, employees, representatives, or agents has engaged within the past five (5) years in, or is now engaging in, directly or indirectly, any unlawful dealings or transactions in a Sanctioned Country or with or involving a Sanctioned Person, and (B) none of the Company, the Company Subsidiaries, or any director, manager, officer or employee thereof, is or has been during all times the past five (5) years a Sanctioned Person. (iii) The Company, the Company Subsidiaries, and their respective officers, directors or employees or other Persons acting on their behalf have not (A) violated any applicable provision of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption or anti-bribery Legal Requirements (collectively, “Anti-Corruption Laws”), (B) paid, or offered, promised or authorized payment of, money or any other thing of value to which any Governmental Entity or official, political party (or official thereof), candidate for political office, employee of a state-owned enterprise or official of an international organization (each, a “Government Person”) in violation of applicable Anti-Corruption Laws for the applicable statute purpose of limitations has not yet expiredinfluencing, directly or indirectly through another Person, any act, omission or decision of such Government Person in an official capacity so that the Company or any of the Company Subsidiaries might secure any advantage, obtain or retain business or direct business to any Person, or (iii) accepted or received any contributions, payments, gifts or expenditures that was unlawful. In the past five (5) years, the Company and the Company Subsidiaries have complied in all material respects with all International Trade Laws the applicable to the Company or any of its Subsidiaries. Without limiting the foregoing and in each case to the Knowledge provisions of the Company: (a) the Company U.S. Bank Secrecy Act and its Subsidiaries have obtainedPATRIOT Act, and are in compliance in all material respects with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority required for (i) the export and reapplicable anti-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 claims against the Company or any of its Subsidiaries with respect to such Export Approvals; (c) no Export Approvals with respect to the transactions contemplated hereby are required; (d) the Company has not received written notice that the Company or its Subsidiaries, their respective directors, officers or employees, in each case in their capacity as such, is a Sanctions Target; (e) for money laundering Legal Requirements. In the past five (5) years, neither the Company nor its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that any of the Company or any of its Subsidiaries was not in compliance with International Trade Laws; and (f) neither the Company nor any of its Subsidiaries has made any voluntary disclosures toor involuntary disclosure to any Governmental Entity, received any written notice or inquiry, or has been subject to internal or external allegation, or conducted any fines, penalties investigation or sanctions from, audit in connection with any Governmental Authority regarding actual or potential violation of any past violations of International Trade applicable Anti-Corruption Laws. (g) during the past five years, none . Each of the Company and the Company Subsidiaries utilizes controls procedures and an internal accounting controls system sufficient to provide reasonable assurances that violations of applicable Anti-Corruption Laws or any of its Subsidiaries has marked or advertised any products as “Made in the USA,” “Made in America,” or otherwise promoted products using equivalent markings, including American flag symbolsanti-money laundering Legal Requirements will be prevented and detected.

International Trade Laws. To the Knowledge of the CompanyThe Acquired Companies have, the Company and its Subsidiaries, during at all times as to which the applicable statute of limitations has not yet expired, have complied conducted its transactions in all material respects accordance with all applicable International Trade Laws applicable to the Company or any of its Subsidiariesin all respects. Without limiting the foregoing and in each case to the Knowledge of the Companyforegoing: (a) the Company and its Subsidiaries Acquired Companies have obtained, and are in compliance in all material respects with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority required for (i) the export and re-export of products, services, software 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 any Acquired 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 Acquired Companies’ import or export transactions that may give rise to any future claims; (d) no Export Approvals with respect to the transactions contemplated hereby are required; (de) none of the Company has not received written notice that the Company or its SubsidiariesAcquired Companies, their Affiliates, their respective directorsdirectors or officers, officers nor to the Knowledge of the Company any employees or employees, in each case in their capacity as such, agents of Acquired Companies is a Sanctions Target; (ef) for the past five yearssince January 1, neither the 2015, no Acquired Company nor its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that the any Acquired Company or any of its Subsidiaries was not in compliance with International Trade Laws; and (fg) neither none of the Company Acquired Companies nor any of its Subsidiaries their Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past violations of International Trade Laws. (g) during the past five years, none of the Company or any of its Subsidiaries has marked or advertised any products as “Made in the USA,” “Made in America,” or otherwise promoted products using equivalent markings, including American flag symbols.

International Trade Laws. To (i) Except as identified in Schedule 4.4(b)(i) of the Disclosure Schedules, DERMAdoctor is and has been in compliance, in all material respects, with all applicable International Trade Laws. Further, without limiting the preceding sentence, to the Knowledge of DERMAdoctor, DERMAdoctor has, in accordance with International Trade Laws: (A) determined the Companyexport classification of the products and technology that DERMAdoctor has exported, including exports through release of technology (such as know-how production) in the United States to foreign Persons; (B) confirmed and obtained, as required, the Company export authority for all exports; and (C) had a process to screen parties to any export transaction to verify whether any party was on a restricted party list administered by any applicable Governmental Authority of International Trade Laws to ensure compliance with International Trade Laws. (ii) Schedule 4.4(b)(ii) of the Disclosure Schedules identifies (A) every directed or voluntary disclosure made by DERMAdoctor to a Governmental Authority with regard to International Trade Laws; (B) all correspondence between DERMAdoctor and a Governmental Authority with regard to any matters related to International Trade Laws, including any claims, complaints, charges, or investigations; and (C) all written pending commodity jurisdiction or commodity classification requests submitted by DERMAdoctor to a Governmental Authority pursuant to International Trade Laws. (iii) DERMAdoctor has not and to the Knowledge of DERMAdoctor, its officers, members, managers or other employees or independent contractors or, other Persons acting on their behalf have not (A) violated any applicable Anti-Corruption Law, including the Foreign Corrupt Practices Act of 1977, as amended; (B) been targeted by any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department; (C) paid, or offered, promised or authorized payment of, money or any other thing of value to any Government Official in violation of applicable Law for the purpose of influencing, directly or indirectly through another Person, any act, omission or decision of such Person so that DERMAdoctor might secure any advantage, obtain or retain business or direct business to any Person; or (D) accepted or received any contributions, payments, gifts or expenditures that was unlawful. DERMAdoctor and its Subsidiaries, during all times as to which the applicable statute of limitations has not yet expired, predecessors have complied in all material respects with all International Trade Laws the applicable to the Company or any of its Subsidiaries. Without limiting the foregoing and in each case to the Knowledge provisions of the Company: (a) the Company U.S. Bank Secrecy Act and its Subsidiaries have obtainedPATRIOT Act, and are in compliance in all material respects with, all export licenses, license exceptions other applicable anti money laundering Laws. DERMAdoctor utilizes controls procedures and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority required for (i) the export and re-export of products, services, software and technologies and (ii) releases of technologies and Software an internal accounting controls system sufficient to foreign nationals located in the United States and abroad (“Export Approvals”); (b) there are no pending claims against the Company or any of its Subsidiaries with respect to such Export Approvals; (c) no Export Approvals with respect to the transactions contemplated hereby are required; (d) the Company has not received written notice provide reasonable assurances that the Company or its Subsidiaries, their respective directors, officers or employees, in each case in their capacity as such, is a Sanctions Target; (e) for the past five years, neither the Company nor its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance with International Trade Laws; and (f) neither the Company nor any of its Subsidiaries has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past violations of International Trade Lawsapplicable Anti-Corruption Law or anti money laundering Laws will be prevented and detected. (g) during the past five years, none of the Company or any of its Subsidiaries has marked or advertised any products as “Made in the USA,” “Made in America,” or otherwise promoted products using equivalent markings, including American flag symbols.

International Trade Laws. To the Knowledge of the CompanyThe Group Companies have, the Company and its Subsidiaries, during at all times as to which the applicable statute of limitations has not yet expired, have complied conducted their transactions in all material respects accordance with all applicable International Trade Laws applicable to the Company or any of its SubsidiariesLaws. Without limiting the foregoing and in each case to the Knowledge of the Companyforegoing: (a) the Company and its Subsidiaries Group Companies have obtained, and are in compliance in all material respects with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority required for (i) the export and re-export of products, services, software 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 Vantage’s Knowledge, threatened claims against the any Group Company or any of its Subsidiaries with respect to such Export Approvals; (c) to Vantage’s Knowledge, there are no actions, conditions or circumstances pertaining to the Group Companies’ import or export transactions that may give rise to any future claims; (d) to Vantage’s Knowledge, no Export Approvals with respect to the transactions contemplated hereby are required; (de) the Company has not received written notice that the Company or its Subsidiariesno Group Company, their Affiliates, their respective directorsdirectors or officers, officers nor, to Vantage’s Knowledge, any employees or employees, in each case in their capacity as suchagents of the foregoing, is a Sanctions Target; (ef) for the past five yearssince March 24, neither the 2017, no Group Company nor its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that the any Group Company or any of its Subsidiaries was not in compliance with International Trade Laws; and (fg) neither the no Group Company nor any of its Subsidiaries or their Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions Sanctions from, any Governmental Authority regarding any past violations of International Trade Laws. (g) during the past five years, none of the Company or any of its Subsidiaries has marked or advertised any products as “Made in the USA,” “Made in America,” or otherwise promoted products using equivalent markings, including American flag symbols.

International Trade Laws. To the Knowledge of the CompanySeller is, the Company and at all times, has conducted its Subsidiaries, during business in accordance with all times as to which the applicable statute of limitations has not yet expired, have complied International Trade Laws in all material respects with all International Trade Laws applicable to the Company or any of its Subsidiariesrespects. Without limiting the foregoing and in each case to the Knowledge of the Companyforegoing: (a) the Company and its Subsidiaries have Seller has obtained, and are is in compliance in all material respects with, all import and export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental 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 are no pending or, to the Knowledge of Seller, threatened claims against the Company or any of its Subsidiaries Seller with respect to such Export Approvals; (c) to the Knowledge of Seller, there are no actions, conditions or circumstances pertaining to Seller’s import or export transactions that may give rise to any future claims; (d) no Export Approvals with respect to the transactions contemplated hereby are required; (de) the Company Seller is not a party to any Contract or bid, and has not received written notice that conducted any transactions (directly or, to the Company Knowledge of Seller, indirectly), with any Sanctions Target or its Subsidiaries, their respective directors, officers or employeesin any Sanctioned Jurisdiction, in each case in their capacity as suchviolation of International Trade Laws; (f) Neither Seller, nor its directors, officers, employees or agents is a Sanctions Target; (eg) for the past five years, neither the Company nor its Subsidiaries Seller has not received written notice to the effect that a Governmental Authority claimed or alleged that the Company or any of its Subsidiaries Seller was not in compliance in a material respect with any applicable International Trade Laws; and (fh) neither the Company nor any of its Subsidiaries Seller has not made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past violations of International Trade Laws. (g) during the past five years, none of the Company or any of its Subsidiaries has marked or advertised any products as “Made in the USA,” “Made in America,” or otherwise promoted products using equivalent markings, including American flag symbols.