Common use of International Trade Laws Clause in Contracts

International Trade Laws. The Company and its Subsidiaries are in material compliance in all respects with all International Trade Laws applicable to them, except where the failure to be in compliance does not constitute a Material Adverse Effect. Without limiting the foregoing: (i) the Company and its Subsidiaries have obtained all export and import licenses and other approvals required for their respective imports and exports of products, software and technologies required by any International Trade Law, and all such approvals and licenses are in full force and effect; (ii) the Company and its Subsidiaries are in compliance with the terms of such applicable export and import licenses or other approvals; (iii) there are no claims pending or threatened in writing against the Company or any of its Subsidiaries with respect to such export and import licenses or other approvals, except with respect to clauses (i), (ii) and (iii) does not constitute a Material Adverse Effect; and (iv) the Company and its 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 applicable U.S. statutes, laws, ordinances, regulations, rules, codes, executive orders, injunctions, judgments, decrees or other orders (“Law”), in each case, of any Governmental Authority at the time of importation. Except as would not constitute a Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any director of or officer of any of the Company or any of its Subsidiaries, or, to the Company’s knowledge, any other representative or agent acting on behalf of the Company or any of its Subsidiaries is currently identified on the Specially Designated Nationals List or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). The Company and its Subsidiaries have not, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary of the Company, joint venture partner or other person, in connection with any

International Trade Laws. (a) The Company and its the Company Subsidiaries are are, and have been for the past five years, in material compliance in all material respects with all International Trade Laws applicable to them, except where the failure to be in compliance does would not constitute reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting the foregoing: (i) the Company and its the Company Subsidiaries have obtained all material export and import licenses and other approvals required for their respective imports and exports of products, software and technologies required by any applicable International Trade LawLaws, and all such approvals and licenses are in full force and effect; (ii) the Company and its the Company Subsidiaries are in material compliance with the terms of such applicable export and import licenses or other approvals; (iii) there are no claims pending or to the knowledge of the Company, threatened in writing against the any Company or any of its Company Subsidiaries with respect to such export and import licenses or other approvals, except with respect to clauses (i), (ii) and (iii) does not constitute a Company Material Adverse Effect; and (iv) the Company and its 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 applicable U.S. statutes, laws, ordinances, regulations, rules, codes, executive orders, injunctions, judgments, decrees or other orders (“Law”), in each case, of any Governmental Authority Laws at the time of importation. . (b) The Company and the Company Subsidiaries have not, to its knowledge, (i) exported, re-exported, transferred, licensed, or brokered the sale or license of any goods, software, 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; (ii) exported, re-exported, licensed, or transferred any goods, software, services, technology, or technical data to, on behalf of, or for the benefit of any sanctioned person or entity, or 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; (iii) exported, re-exported, licensed, or transferred any goods, software, services, technology, or technical data that have been or will be (A) used for any purposes associated with nuclear activities, missiles, chemical or biological weapons, military, military-intelligence or terrorist activities, or (B) used, transshipped, or diverted contrary to applicable International Trade Laws; (iv) exported, re-exported, transferred, licensed, or imported any goods, software, 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 Export Administration Regulations, or any other applicable statute, regulation or executive order; (v) manufactured, exported or brokered any defense article or defense service as defined in the International Traffic in Arms Regulations, including within the United States and without regard to whether such defense article or defense service was subsequently exported, without the Company or Company Subsidiaries being registered and in good standing with the Directorate of Defense Trade Controls, U.S. Department of State; or (vi) received from any Governmental Authority or any other person any notice, inquiry, or internal or external allegation, or made any voluntary or involuntary disclosure to a Governmental Authority concerning any actual or potential violation or wrongdoing related to International Trade Laws. (c) Except as would not constitute a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries Company Subsidiary nor any director of or officer of any of the Company or any of its Subsidiaries, Company Subsidiary or, to the Company’s knowledgeknowledge (as defined in the relevant International Trade Laws), any other representative or agent acting on behalf of the Company or any of its Subsidiaries Company Subsidiary is currently identified on the Specially Designated Nationals List or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). The Company and its the Company Subsidiaries have not, directly or indirectlyindirectly in the last five years, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary of the CompanyCompany Subsidiary, joint venture partner or other person, in connection with anyany 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. (a) The Company and its the Company Subsidiaries are in material compliance in all material respects with all International Trade Laws applicable to them, except where the failure to be in compliance does would not constitute reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting the foregoing: (i) the Company and its the Company Subsidiaries have obtained all material export and import licenses and other approvals required for their respective imports and exports of products, software and technologies required by any applicable International Trade LawLaws, and all such approvals and licenses are in full force and effect; (ii) the Company and its the Company Subsidiaries are in material compliance with the terms of such applicable export and import licenses or other approvals; (iii) there are no claims pending or to the knowledge of the Company, threatened in writing against the any Company or any of its Company Subsidiaries with respect to such export and import licenses or other approvals, except with respect to clauses (i), (ii) and (iii) does not constitute a Company Material Adverse Effect; and (iv) the Company and its 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 applicable U.S. statutes, laws, ordinances, regulations, rules, codes, executive orders, injunctions, judgments, decrees or other orders (“Law”), in each case, of any Governmental Authority Laws at the time of importation. . (b) The Company and the Company Subsidiaries have not, to their knowledge: (i) exported, re-exported, transferred, licensed, or brokered the sale or license of any goods, software, 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; (ii) exported, re-exported, licensed, or transferred any goods, software, services, technology, or technical data to, on behalf of, or for the benefit of any sanctioned person or entity, or 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; (iii) exported, re-exported, licensed, or transferred any goods, software, services, technology, or technical data that have been or will be (A) used for any purposes associated with nuclear activities, missiles, chemical or biological weapons, military, military-intelligence or terrorist activities, or (B) used, transshipped, or diverted contrary to applicable International Trade Laws; (iv) exported, re-exported, transferred, licensed, or imported any goods, software, 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 Export Administration Regulations, or any other applicable statute, regulation or executive order; (v) manufactured, exported or brokered any defense article or defense service as defined in the International Traffic in Arms Regulations, including within the United States and without regard to whether such defense article or defense service was subsequently exported, without the Company or Company Subsidiaries being registered and in good standing with the Directorate of Defense Trade Controls, U.S. Department of State; or (vi) received from any governmental authority or any other person any notice, inquiry, or internal or external allegation, or made any voluntary or involuntary disclosure to a governmental authority concerning any actual or potential violation or wrongdoing related to International Trade Laws. (c) Except as would not constitute a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries Company Subsidiary nor any director of or officer of any of the Company or any of its Subsidiaries, Company Subsidiary or, to the Company’s knowledgeknowledge (as defined in the relevant International Trade Laws), any other representative or agent acting on behalf of the Company or any of its Subsidiaries Company Subsidiary is currently identified on the Specially Designated Nationals List or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). The Company and its the Company Subsidiaries have not, directly or indirectlyindirectly in the last five years, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary of the CompanyCompany Subsidiary, joint venture partner or other person, in connection with anyany 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. (a) The Company and its the Company Subsidiaries are are, and have been for the past five years, in material compliance in all material respects with all International Trade Laws applicable to them, except where the failure to be in compliance does would not constitute reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting the foregoing: (i) the Company and its the Company Subsidiaries have obtained all material export and import licenses and other approvals required for their respective imports and exports of products, software and technologies required by any applicable International Trade LawLaws, and all such approvals and licenses are in full force and effect; (ii) the Company and its the Company Subsidiaries are in material compliance with the terms of such applicable export and import licenses or other approvals; (iii) there are no claims pending or to the knowledge of the Company, threatened in writing against the any Company or any of its Company Subsidiaries with respect to such export and import licenses or other approvals, except with respect to clauses (i), (ii) and (iii) does not constitute a Company Material Adverse Effect; and (iv) the Company and its 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 applicable U.S. statutes, laws, ordinances, regulations, rules, codes, executive orders, injunctions, judgments, decrees or other orders (“Law”), in each case, of any Governmental Authority Laws at the time of importation. . (b) The Company and the Company Subsidiaries have not, to its knowledge, (i) exported, re-exported, transferred, licensed, or brokered the sale or license of any goods, software, 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; (ii) exported, re-exported, licensed, or transferred any goods, software, services, technology, or technical data to, on behalf of, or for the benefit of any sanctioned person or entity, or 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; (iii) exported, re-exported, licensed, or transferred any goods, software, services, technology, or technical data that have been or will be (A) used for any purposes associated with nuclear activities, missiles, chemical or biological weapons, military, military-intelligence or terrorist activities, or (B) used, transshipped, or diverted contrary to applicable International Trade Laws; (iv) exported, re-exported, transferred, licensed, or imported any goods, software, 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 Export Administration Regulations, or any other applicable statute, regulation or executive order; (v) manufactured, exported or brokered any defense article or defense service as defined in the International Traffic in Arms Regulations, including within the United States and without regard to whether such defense article or defense service was subsequently exported, without the Company or Company Subsidiaries being registered and in good standing with the Directorate of Defense Trade Controls, U.S. Department of State; or (vi) received from any governmental authority or any other person any notice, inquiry, or internal or external allegation, or made any voluntary or involuntary disclosure to a governmental authority concerning any actual or potential violation or wrongdoing related to International Trade Laws. (c) Except as would not constitute a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries Company Subsidiary nor any director of or officer of any of the Company or any of its Subsidiaries, Company Subsidiary or, to the Company’s knowledgeknowledge (as defined in the relevant International Trade Laws), any other representative or agent acting on behalf of the Company or any of its Subsidiaries Company Subsidiary is currently identified on the Specially Designated Nationals List or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). The Company and its the Company Subsidiaries have not, directly or indirectlyindirectly in the last five years, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary of the CompanyCompany Subsidiary, joint venture partner or other person, in connection with anyany 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.